IMPORTANT

5th April, 2000

If you are in any doubt about this prospectus, you should consult your stockbroker, bank manager, solicitor, professionalaccountant or other professional adviser.

techpacific.com Limited*

(incorporated in the Cayman Islands with limited liability)

Listing on the Growth Enterprise Marketof The Stock Exchange of Hong Kong Limited

PLACING AND PUBLIC OFFERNumber of Offer Shares : 300,000,000 (subject to the Over-

comprising allotment Option)Number of Placing Shares : 270,000,000 (subject to reallocation)Number of Public Offer Shares : 30,000,000 (subject to reallocation)Offer Price : not more than HK$1.68 per Share payable

in full on application (subject to refund)Nominal value : US$0.001 eachStock code : 8088

Global Coordinator, Sponsor, Bookrunner and Lead Manager

Co-Lead Manager of the PlacingNomura International (Hong Kong) Limited

Co-Managers of the PlacingGoldman Sachs (Asia) L.L.C. HSBC Investment Bank Asia Limited

Co-Managers of the Public OfferHSBC Investment Bank Asia Limited Shenyin Wanguo Capital (H.K.) Limited

Tai Fook Securities Company Limited

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility forthe contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of thisprospectus.

A copy of this prospectus, having attached thereto the documents specified in the paragraph headed “Documents deliveredto the Registrar of Companies” in Appendix IV to this prospectus, has been registered by the Registrar of Companies inHong Kong as required by section 342C of the Companies Ordinance of Hong Kong. The Securities and Futures Commissionand the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any of the otherdocuments referred to above.

The Offer Price is expected to be fixed by agreement between BNP Prime Peregrine Securities, on behalf of the Underwriters,and techpacific.com before the Price Determination Time and will be not more than HK$1.68 per Share and is expected tobe not less than HK$1.38 per Share (although techpacific.com and BNP Prime Peregrine Securities, on behalf of theUnderwriters may agree a lower price if, based on the level of interest expressed by prospective institutional investorsduring the book-building process, a reduction is considered appropriate). The Price Determination Time is expected to be 5p.m. on 7th April, 2000. If, for any reason, the Offer Price is not determined before 5 p.m. on 7th April, 2000, the PriceDetermination Time may be postponed by agreement between the Company and BNP Prime Peregrine Securities (on behalfof the Underwriters) to not later than 25th April, 2000 in which case dealings in the Shares on GEM will commence not laterthan 5th May, 2000. If BNP Prime Peregrine Securities, on behalf of the Underwriters, and techpacific.com are unable toreach agreement on the Offer Price by 5 p.m. on 25th April, 2000, the Public Offer will not become unconditional and willlapse immediately thereafter. Investors applying for Public Offer Shares must pay the Maximum Offer Price of HK$1.68 perShare, together with a brokerage fee of 1% and Stock Exchange transaction levy of 0.011%. BNP Prime Peregrine Securities,on behalf of the Underwriters, may, with the consent of techpacific.com, reduce the indicative Offer Price range below thatstated in this prospectus (which is HK$1.38 to HK$1.68 per Share) at any time prior to the morning of the latest day forlodging applications under the Public Offer. In such a case, notices of the reduction in the indicative Offer Price range willbe published in the South China Morning Post and the Hong Kong Economic Journal and the GEM website (www.hkgem.com)as soon as practicable but in any event not later than the morning of the day which is the latest day for lodging applicationsunder the Public Offer. If applications for Public Offer Shares have been submitted prior to the day which is the latest day forlodging applications under the Public Offer, then even if the Offer Price is so reduced such application cannot be subsequentlywithdrawn. If for any reason the Offer Price is not agreed between techpacific.com and BNP Prime Peregrine Securities (onbehalf of the Underwriters) before the Price Determination Time (or before any postponement of the Price DeterminationTime as referred to above), the Share Offer will not proceed.

* For identification purposes only

CHARACTERISTICS OF GEM

i

GEM has been established as a market designed to accommodate companies towhich a high investment risk may be attached. In particular, companies may list onGEM with neither a track record of profitability nor any obligation to forecast futureprofitability. Furthermore, there may be risks arising out of the emerging nature ofcompanies listed on GEM and the business sectors or countries in which the Companyoperates. Prospective investors should be aware of the potential risks of investing insuch companies and should make the decision to invest only after due and carefulconsideration. The greater risk profile and other characteristics of GEM mean that itis a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securitiestraded on GEM may be more susceptible to high market volatility than securitiestraded on the Main Board and no assurance is given that there will be a liquidmarket in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on theInternet website operated by the Stock Exchange. Listed companies are not generallyrequired to issue paid announcements in gazetted newspapers. Accordingly,prospective investors should note that they need to have access to the GEM websitein order to obtain up-to-date information on GEM-listed issuers.

EXPECTED TIMETABLE

ii

2000

Price Determination Time (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5p.m. on Friday, 7th April

Application lists open (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Monday, 10th April

Latest time to lodge WHITE and YELLOWapplication forms and to give electronicapplication instructions to Hongkong Clearing . . . . . . . . . . . . . .12:00 noon on Monday, 10th April

Application lists close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12:00 noon on Monday, 10th April

Announcement of the level of the Offer Price,the results of applications in respect of the Public Offer Shares,the basis of allocation of the Public Offer and the Hong Kongidentity card/passport/Hong Kong business registration numbersof successful applicants to be published in the South China MorningPost (in English), the Hong Kong Economic Journal (in Chinese)and on the GEM website at www.hkgem.com (Note 3) . . . . . . . . . . . . . . . . . . . .Thursday , 13th April

Despatch of share certificates and refund chequesin respect of wholly or partially unsuccessfulapplications on or before (Notes 4 to 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday 14th April

Dealings in the Shares on GEM to commence on (Note 3) . . . . . . . . . . . . . . . . . . . Monday, 17th April

Notes:

(1) All times refer to Hong Kong local time. Details of the structure of the Share Offer, including its conditions,are set out in the section headed “Structure of the Share Offer”.

(2) If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force at anytime between 9:00 a.m. and 12:00 noon on 10th April, 2000 the application lists will not open on that day.Further information is set out in the paragraph headed “Effect of bad weather on the opening of the applicationlists” under the section headed “How to apply for the Public Offer Shares”.

(3) If, for any reason, the Offer Price is not determined on or before 7th April, 2000, the expected timetable maybe postponed, but in any event, the expected dates of determination of the Offer Price and commencementof dealings in the Shares on GEM will not be later than 25th April, 2000 and 5th May, 2000 respectively. If,for any reason, the Offer Price is not agreed between BNP Prime Peregrine Securities (on behalf of theUnderwriters) and the Company by 5 p.m. on 25th April, 2000, the Share Offer will not proceed.

(4) Applicants who apply on WHITE application forms for 1,000,000 Shares or more under the Public Offer andhave indicated in their application forms that they wish to collect refund cheques and (where applicable)share certificates in person from the Company’s branch share registrar, Central Registration Hong KongLimited, may do so in person from 8:00 a.m. to 10:00 a.m. on 14th April, 2000. Identification and (whereapplicable) authorisation documents acceptable to Central Registration Hong Kong Limited must be producedat the time of collection.

(5) Applicants who apply on YELLOW application forms for 1,000,000 Shares or more under the Public Offermay collect their refund cheque, if any, in person but may not elect to collect their share certificates, whichwill be deposited into CCASS for the credit of their designated CCASS participants’ stock accounts or investorparticipant stock accounts, as appropriate. The procedure for collection of refund cheques for YELLOWapplication form applicants is the same as those for WHITE application form applicants.

(6) Uncollected share certificates and refund cheques will be despatched by ordinary post at the applicants’ ownrisk to the addresses specified in the relevant application forms. Further information is set out in the paragraphheaded “Collection/Posting of share certificates, refund cheques and deposit of certificates into CCASS”under the section headed “How to apply for the Public Offer Shares”.

CONTENTS

iii

You should rely only on the information contained in this prospectus and the applicationforms to make your investment decision.

techpacific.com has not authorised anyone to provide you with information that is differentfrom the information contained in this prospectus and the related application forms.

Any information or representation not made in this prospectus must not be relied uponby you as having been authorised by techpacific.com, the Sponsor, the Underwriters, theirrespective directors or any other person involved in the Share Offer.

Page

EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

WAIVERS FROM COMPLIANCE WITHTHE GEM LISTING RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

INFORMATION ABOUT THIS PROSPECTUSAND THE SHARE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

THE TECHPACIFIC.COM SOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

DEVELOPMENT OF TECHPACIFIC.COM AND ACTIVE BUSINESS PURSUITS . . . . . . . . . . . . . . 45

CURRENT BUSINESS ACTIVITIESValue-Added Resources – The techpacific.com Toolbox . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56The M3 Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58Incubation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63Corporate Finance Advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65Technology Venture Capital Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66Marketing and Brand Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67techpacific.com’s Website . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68Intellectual Property Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69Employees and Share Option Schemes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70Advisory Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70Strategic Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

CONTENTS

iv

Page

FUTURE PLANS AND STATEMENT OF BUSINESS OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . 77

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

DIRECTORS, SENIOR MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

SUBSTANTIAL, INITIAL MANAGEMENT ANDSIGNIFICANT SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103

FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105

UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

STRUCTURE OF THE SHARE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

HOW TO APPLY FOR THE PUBLIC OFFER SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

APPENDICES

Appendix I – Accountants’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140

Appendix II – Summary of the Constitution of the Company

and Cayman Islands Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157

Appendix III – Statutory and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 185

Appendix IV – Documents delivered to the CompaniesRegistry in Hong Kong and Documents

Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 249

SUMMARY

1

This summary aims to give you an overview of the information contained in this prospectus.Because this is a summary, it does not contain all the information that may be important to you.You should read the whole document before you decide to invest in the Company.

There is greater risk associated with investment in companies listed on GEM. Some of theparticular risks in investing in the Company are set out in the section headed “Risk Factors”. Youshould read that section carefully before you decide to invest in the Company.

INTRODUCTION

techpacific.com is a leading business to business Internet-based company operating inAsia’s technology sector. techpacific.com’s focused line of business is fostering thedevelopment of, and arranging finance for, start-up and early-stage technology ventures.The Company pursues this line of business through five closely interrelated activities:its “Toolbox” of services for early-stage ventures, its M3 (M cubed) programme, itsincubation of new companies, its corporate finance advisory services and its technologyventure capital management activities.

TOOLBOX

techpacific.com’s “Toolbox” activities are designed to add value to Asian technologycompanies and to accelerate their business development. techpacific.com conductsthese activities both directly and by means of companies in which it typically holdssignificant or controlling interests. By adding value in this way to companies intechpacific.com’s M3 and incubation programmes, as well as to companies in whichfunds managed by the Group hold investments, techpacific.com’s Toolbox is a coreelement of its business.

The Toolbox includes:

• Advice on corporate finance matters (see below)

• Advice on strategic development and management issues

• Web design and development

• Advice on public relations and brand development

• Assistance in recruitment and human resources management

• Assistance in financial reporting and management

• Assistance and advice on the procurement of technology hardware

• Online dissemination of information to investors

techpacific.com also provides start-up companies with assistance in selecting appropriateaccounting and legal advisers.

SUMMARY

2

THE M3 PROGRAMME

A key part of techpacific.com’s business is its M3 programme. Through this programme,

carefully selected start-up and early-stage technology investment opportunities from

Asia are refined and presented to techpacific.com’s network of selected investors,

which it calls Mentors. The Mentors are primarily technology companies and

sophisticated corporate and institutional investors with experience in investing in the

technology sector. The Mentors who have participated in the M3 programme have not

only provided funding but in many instances have also added value in various ways to

companies in the programme. Technology ventures that are selected to participate in

the M3 programme also benefit from access to a range of value-adding services provided

by techpacific.com directly and by Toolbox companies in which techpacific.com holds

a significant or controlling stake.

The M3 programme provides Mentors with an efficient investment tool that enables

them to access early-stage investment opportunities which have been pre-screened by

techpacific.com without expending the time and resources which would otherwise be

necessary to sift through many business proposals. This access is web-based. A special

section of techpacific.com’s website, called “Nirvana”, acts as the platform for this

activity.

In addition to introducing pre-screened technology companies to its Mentors,

techpacific.com is able to commit dedicated capital for their development through

funds under its management, currently the Nirvana Fund, which acts as a Mentor.

INCUBATION

Another important part of techpacific.com’s business is its incubation programme. This

programme acts as an accelerator for young technology businesses. Through the

programme, techpacif ic.com funds and supports business concepts which

techpacific.com believes are promising but which may be at too early a stage of

development or too small to be eligible for the M3 programme. An entrepreneur or

team that is selected for the incubation programme may be provided by techpacific.com

with office space, technical support and other development services within the

Company’s incubation centre, together with seed capital and active assistance in its

management and development. Such assistance may include the recruitment of key

employees, active assistance in website design and development, public and investor

relations, introductions to prospective partners for strategic alliances and referrals to

legal and accounting advisers with whom techpacific.com has relationships. The

Company typically takes significant or controlling interests in companies which it

incubates and actively supports them in day-to-day management.

SUMMARY

3

CORPORATE FINANCE ADVICE

The provision of corporate f inance advice is also an important element of

techpacific.com’s business model. Such advice is both part of the Toolbox and a

service offered in its own right to Asian technology companies. To provide such advice,

techpacific.com draws upon its team’s corporate finance and investment banking

experience. Corporate finance clients of techpacific.com include companies in the M3

and incubation programmes as well as companies at later stages of development.

techpacific.com’s services in this context might include, for example, arranging and

placing a pre-IPO financing, advising on public market access strategies and assisting

in selecting investment banks and negotiating mandates with them.

TECHNOLOGY VENTURE CAPITAL MANAGEMENT

The final element of techpacific.com’s business is the management of venture capital

funds specialising in Asian technology. techpacific.com launched the Nirvana Fund

through a private placement in December 1999, which it manages through TP.comVC,

a 75.1% owned subsidiary. The main investment objective of the Nirvana Fund is

capital growth by establishing a portfolio of technology investments in the Asia Pacific

region, with particular focus on early-stage companies. The Nirvana Fund is a Mentor

in the M3 programme and therefore provides an additional source of capital for the M3

programme and benefits from techpacific.com’s deal flow (although the Nirvana Fund

is not limited to investing exclusively in the M3 programme).

techpacific Venture Capital Limited, a 100% owned subsidiary of techpacific.com, has

formed Softech, a joint venture with Softbank China Venture Investments Limited, to

manage HK$250 million of the Hong Kong government’s Applied Research Fund. In

March 2000, Softech was appointed by the Applied Research Council to perform this

role.

STRATEGIC INVESTORS

Draper Fisher Jurvetson and Dell Ventures currently hold 83,646,000 Shares and

32,761,350 Shares respectively, which will represent approximately 3.48% and 1.36%

respectively of the issued share capital of the Company immediately after completion

of the Share Offer (and before the issue of Shares pursuant to any exercise of the

Over-allotment Option).

Draper Fisher Jurvetson is a prominent Silicon Valley venture capital firm. Draper

Fisher Jurvetson is expected to co-operate in the development of techpacific.com’s

business.

SUMMARY

4

Dell Ventures is a limited partnership associated with Dell Computer Corporation, a

leading computer hardware and systems supplier listed on NASDAQ, and undertakes

strategic investment activities. Cooperation between Dell Ventures and techpacific.com

will include the provision of equipment and computer hardware to techpacific.com’s

offices and incubation centre.

REGULATION

TP (HK) is a registered investment adviser and a dealer regulated by the SFC.

BUSINESS STRATEGY AND FUTURE PLANS

techpacific.com intends to continue to foster the development of early stage technology

ventures in Asia by expanding the range of Toolbox services it provides directly and by

means of its network of Toolbox and related companies. techpacific.com intends to

broaden the capabilities of its Toolbox by providing additional capital to existing Toolbox

companies, by increasing its own staff resources and by selectively acquiring new

strategic assets for the Toolbox.

The allocation of capital to growing technology companies is, in the view of the Directors,

undergoing significant change in Asia. As a result of the establishment of GEM and

similar regional markets for small-cap shares, which permit early access to public

equity capital markets, the Directors believe that traditional private equity and venture

capital investors will increasingly seek investment opportunities at earlier stages in a

start-up company’s development. At the same time, changes in technology and the

advent of greater Internet usage allow investors and technology companies to develop

innovative ways in which they can interact.

The Directors believe that techpacific.com’s M3 programme takes advantage of these

developments by providing an efficient means for Mentors to access, and to assist

them in evaluating, early-stage investments, and by fulfilling the need of Asian

entrepreneurs with promising businesses for capital in the “seed round” and at the

early and intermediate stages of funding.

techpacific.com intends to continue extending its relationship with its current Mentors,

to introduce additional Mentors to the M3 programme on a selective basis and to

continue enhancing the features of its Nirvana website.

SUMMARY

5

Regional expansion

The Company intends to establish a presence in most of the major markets in the Asia-

Pacific region, principally in the form of majority-owned subsidiaries with the participation

of local partners. This on-the-ground representation is designed to provide scale and

depth to techpacific.com’s M3 and incubation programmes.

Given the diverse nature of markets in the Asia-Pacific region, techpacific.com believes

that one of the most effective ways to expand the M3 programme is to provide local

Mentors in each market with the means to access talented technology companies in

their own region. In addition to the M3 programme, techpacific.com intends to establish

locally-focused incubation facilities within each regional operating unit.

This regional expansion is intended to, among other things, help techpacific.com to

promote the development of the growing number of Asian operations of North American

and European based technology companies.

Leveraging the Internet

techpacific.com intends to enhance the capabilities and features of its website. Its

website currently has two parts:

– an information site; and

– a business to business exchange (Nirvana).

The Directors believe that the website attracts a diverse community of visitors within

Asia with interests in technology and technology finance. techpacific.com intends to

develop its website, www.techpacific.com, into an online platform where investors,

entrepreneurs and technology companies can interact, share ideas and conduct

business. Features will also be added to address specifically local markets in Asia.

Content for the website wil l be developed together with companies within

techpacific.com’s Toolbox, incubation programme and through the addition of specialist

staff members.

Brand development

The Directors believe that one of the principal strengths of techpacific.com is its

branding and market profile. Members of the senior management appear regularly on

broadcast TV, in print and online media articles and at seminars and conferences in

various parts of Asia. In addition, techpacific.com has sponsored a number of initiatives

with organisations such as IandI Asia and Wired Island, (two forums for the sharing of

information and views among technology entrepreneurs and others interested in Internet

development).

SUMMARY

6

SOURCES OF REVENUE AND EQUITY PARTICIPATION

techpacific.com derives cash fees from its M3 programme, incubation activities and

corporate finance advisory services. techpacific.com also earns management fees from

its venture capital management activities.

In addition, techpacific.com usually receives equity participation rights and/or options

in the companies it advises. The Group only recognises revenues from the receipt of

equity options if the fair value of such interests can be measured reliably at the time of

receipt.

These options as well as other equity interests acquired by the Group in client companies

(which are not subsidiaries or associates of techpacific.com) will be revalued to fair

value at each balance sheet date and unrealized gains and losses will be transferred to

a revaluation reserve. These gains and losses will not be recognised in the Group’s

income statements unless the Group disposes of those interests, or determines that

their value is impaired.

SUMMARY

7

TRADING RECORD

The following is a summary of the combined results of the Group between 5th December,

1998 and 31st December, 1999. The combined results are prepared on the basis set

out in the accountants’ report in Appendix I to this prospectus.

US$

Revenue

Corporate finance and other advisory service fees 345,112

Placement fees 666,842

1,011,954

Operating expenses

Staff costs 329,350

Marketing 43,618

Legal and professional fees 122,189

Rent, rates and utilities 96,385

Travel and entertainment 87,771

Depreciation 29,680

Auditors’ remuneration 16,506

Others 206,425

(931,924)

Profit from operations 80,030

Interest income 56,281

Profit before tax 136,311

Income tax expense (35,000)

Profit after tax 101,311

Basic earnings per share 0.01 cent

Under Rules 7.03(1) and 11.10 of the GEM Listing Rules, the Company is required

to include its financial results for each of the two years ended 31st December,

1999 in the accountants’ report. The Company has been granted waivers by the

Stock Exchange from compliance with the requirements under Rules 7.03(1) and11.10 of the GEM Listing Rules.

SUMMARY

8

REASONS FOR THE LISTING AND USE OF PROCEEDS

The Directors believe that techpacific.com has established a significant first moveradvantage in its field, due mainly to the fact that there is (as far as the Directors areaware) no other company providing a comparable range of services focused exclusivelyon the technology sector on an Asia-wide basis. In order to further increase andconsolidate its first mover lead, techpacific.com is raising additional capital through theShare Offer.

The net proceeds of the Share Offer, after deducting related expenses, and assumingan Offer Price of HK$1.53 per Share (being the mid-point of the stated range of theOffer Price of between HK$1.38 and HK$1.68 per Share) are estimated to amount toapproximately HK$417 million. It is presently intended that the net proceeds will beapplied as follows:

• as to approximately HK$191 million to form regional joint ventures and toacquire strategic stakes in companies to enhance techpacific.com’s Toolbox

• as to approximately HK$80 million to expand the Group’s existing incubationactivities, both in capital commitments and in regional coverage

• as to approximately HK$78 million to increase the Group’s financialcommitments in its managed funds

• as to approximately HK$26 million to invest in technology that facilitates theexpansion of the Group’s activities regionally; and

• as to approximately HK$12 mil l ion to increase awareness of thetechpacific.com brand and the M3 programme in Asia through an advertisingand promotional compaign

• as to the balance of approximately HK$30 million to provide additionalworking capital for the Group and to hire additional staff.

Should the Over-allotment Option be exercised in full, techpacific.com will receiveadditional net proceeds of approximately HK$66 million which together with the netproceeds from the Share Offer, after deducting related expenses, will amount toapproximately HK$483 million. The Directors intend to use the additional proceedsraised from the Over-allotment Option of approximately HK$66 million to provideHK$40 million additional capital for the Group’s strategic investment programme, HK$12million for incubation activities and as to the balance of HK$14 million for generalworking capital.

To the extent that there is any material modification to the use of proceeds as set outabove, the Directors will make an announcement to such effect.

SUMMARY

9

SHARE OFFER STATISTICSBased on an Based on a

Offer Price of Maximum OfferHK$1.53 Price of HK$1.68

per Share per Share

Market capitalisation (Note 1) HK$3,672 million HK$4,031 million

Adjusted net asset value

per Share (Note 2) HK$0.25 HK$0.27

Notes:

(1) The calculations of market capitalisation are based on the mid-point of the stated range of theOffer Price between HK$1.38 and HK$1.68 per Share and the Maximum Offer Price (as thecase may be) and 2,399,677,245 Shares expected to be in issue immediately after thecompletion of the Share Offer but take no account of any Shares which may be issued uponthe exercise of the Over-allotment Option, any Shares which may be issued upon the exerciseof options which may be granted under the Pre-IPO Share Option Plan or the Share OptionScheme, or of any Shares which may be issued or repurchased by techpacific.com pursuant tothe mandates referred to in Appendix III to this prospectus.

(2) The adjusted net asset value per Share has been arrived at after the adjustments referred to inthe paragraph headed “Adjusted net assets” under the section headed “Financial information”in this prospectus and on the basis of a total of 2,399,677,245 Shares in issue and to beissued immediately following the completion of the Share Offer. However, it takes no accountof any Shares which may be issued upon the exercise of the Over-allotment Option, any Shareswhich may be issued upon the exercise of options which may be granted under the Pre-IPOShare Option Plan or the Share Option Scheme, or of any Shares which may be issued orrepurchased by techpacific.com pursuant to the mandates referred to in Appendix III to thisprospectus.

RISK FACTORS

10

The operations of the Group involve certain risks, a summary of which is set out in thesection headed “Risk factors” in this prospectus. These risks can be classified as (i)risks relating to the Group; (ii) risks relating to the industry; and (iii) risks relating to theShare Offer, summarised as follows:

Risks Relating to the Group

Page

Short operating history . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11Business model . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11Failure to achieve business objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12Reliance on key individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12Maintaining profitability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12Ability to match Mentors and businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12Dependence on website . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Potential misuse of business ideas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Uncertainty in respect of performance of investee

companies and incubatees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Growth management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Ability of the Group to secure further financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15Regulatory compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15Potential conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16Relationships with other service firms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16Intellectual property violations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16Intellectual property protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17Confidentiality and related concerns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18Password protection concerns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18Global expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18Concentration in high technology in Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

Risks Relating to the Industry

Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19Developing nature of Internet legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20Regulation of Internet financial services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20Rate of penetration of the Internet in Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21Risk of litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

Risks Relating to the Share Offer

Determination of price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21Liquidity and possible price volatility of the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22Control by majority shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22Risks relating to investing in GEM-listed companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22Dilution through Share Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22Issue of new Shares within six months of listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23

RISK FACTORS

11

This prospectus contains forward-looking statements that include, among other things,statements of business objectives concerning the Group’s business, expectations as to

funding its capital requirements, statements as to the revenue and profitability of theCompany and other statements of expectation, belief, future plans and strategies,anticipated developments and others matters that are not historical facts. The Directors

caution potential investors that there are risks and uncertainties associated with theCompany and actual events or results may differ materially from those expressed orimplied by the statements.

Potential investors should consider carefully all of the information set out in thisprospectus and, in particular, should consider the following risks and special

considerations associated with an investment in the Company before making anyinvestment decision in relation to the Company.

RISKS RELATING TO THE GROUP

Short operating history

The Group has only a limited operating history upon which an evaluation of its

prospects can be based. Such prospects must be considered in light of the risks,

expenses and difficulties encountered by any new company. Such risks include the

Group’s ability to develop brand recognition, continued market acceptance of the

Group’s business proposition, and potential competition from other providers who

may develop services which may compete directly with techpacific.com’s services.

techpacific.com can give no assurance that it will sustain profitability or positive

cash flow from its existing operations or from any expanded or new operations, nor

that the Group will be able, upon the completion of the Share Offer, to expand

operations beyond their current level.

Business model

The market for online venture capital services is at an early stage of development

and is evolving rapidly. Consequently, demand and market acceptance for these

recently introduced services are subject to a high level of uncertainty. The Group’s

business model requires Mentors and entrepreneurs, who have relied in the past

upon traditional means of investing and raising capital, to accept new and different

methods of conducting business. Accordingly, the Group must conduct marketing

and sales efforts to educate these prospective clients about the uses and benefits

of investing and raising capital online. If the Group’s business model is not accepted

by prospective entrepreneurs or Mentors, its business potential will be seriously

harmed.

RISK FACTORS

12

Failure to achieve business objectives

The business objectives and the milestones of the Group are set out in the section

headed “Specific Business Objectives” of this prospectus. These objectives and

milestones have been formulated by the Group based on the various assumptions set

out in that section. These assumptions are inherently subjective and may be varied due

to changing factors, both internally and externally. Such changes may result in any or

all of the business objectives and milestones of the Group not being achieved within

the scheduled time, or at all.

Reliance on key individuals

The Group depends to a significant extent on the services of a limited number of key

individuals, being the Directors and senior management, the loss of any of whom could

affect the Group’s performance materially. Each of the executive Directors has signed

service contracts with techpacific.com which entitle either party to give three months’

notice of termination after 23rd February, 2002. The Group maintains “key man” life

insurance for Johnny Chan Kok Chung and Ilyas Tariq Khan in the amount of HK$8

million each.

Maintaining profitability

Although profit was generated in the first 13 months of operation, there can be no

assurance that the Group will remain profitable or that revenues will increase in the

future.

techpacific.com’s profitability may fluctuate significantly from quarter to quarter

depending on the number and timing of placements completed, the timing of any

disposals and any impairment of value of a company in which the Company has an

equity interest. In addition, losses or a decline in value of a company may not be

contemporaneously reflected in techpacific.com’s income statements under the

accounting policies applied.

The Directors intend to expand the Group’s operations significantly through, among

other things, an increase in staff, development of the M3 and incubation programmes

and the establishment of overseas representative offices. If such expenses precede or

are not followed by increased revenues, the Group’s financial results could be adversely

affected.

Ability to match Mentors and businesses

A significant part of the Group’s revenue is derived from its M3 programme which

matches Mentors with start-ups and technology related companies in early-stages of

RISK FACTORS

13

development. The Group receives fee income, shares and share options from such

activities. Whether the Group will be able to match potential investors with businesses

will depend on the Group’s skills in maintaining a pool of potential investors of

appropriate quality, in selecting investments which might be desirable for such Mentors,

as well as on market conditions.

There are no exclusivity or other contractual arrangements between techpacific.com

and the Mentors (other than the Nirvana Fund) and such Mentors are free to invest

through other means. To the extent that the Group loses some or a significant number

of its Mentors or its Mentors apply their resources to other investment opportunities

rather than those offered through the M3 programme, techpacific.com’s ability to provide

companies with a sufficiently large pool of high quality potential investors will be

impaired. This could have an adverse effect on techpacific.com’s financial condition

and results.

It is possible that companies may obtain funding from other sources, including directly

from Mentors, without using the services of techpacif ic.com. The abil ity of

techpacific.com to attract investment proposals from start-up companies will depend

on the timeliness and quality of its responses to enquiries that it receives. There can

be no assurance that techpacific.com will have sufficient personnel and resources to

maintain the necessary levels of service.

Dependence on website

An important element of the Group’s business is its website which allows start-ups to

submit their business plans and proposals to techpacific.com and which allows Mentors

to view listings of companies selected by techpacific.com. The operation of the website

might be interrupted due to systems failure, human error, force majeure, viruses or

deliberate attack (or hacking) by outside parties. In addition, access to the website may

be adversely affected by excessive traffic through the site.

Although a significant portion of the Group’s business is conducted off line, frequent or

sustained interruptions in gaining access to the website may adversely affect the

willingness of businesses to submit their business plans to techpacific.com through the

website or discourage Mentors from referring to the website at regular intervals. This

could adversely affect techpacific.com’s reputation and business.

Potential misuse of business ideas

Companies regularly send to techpacific.com their business ideas and plans which, if

the Group decides to pursue them further, may be introduced to techpacific.com’s

Mentors. The Mentors have not signed any confidentiality or similar agreements with

techpacific.com. There can be no assurance that the Mentors will not misuse the

business ideas and plans of such companies or that companies will not attempt to

RISK FACTORS

14

bring actions against techpacific.com for violations of intellectual property rights. The

Group’s ability to attract companies depends on such companies having confidence

that their concepts and ideas will not be misused by techpacific.com or its Mentors.

Allegations of such misuse may affect techpacific.com’s reputation and access to

companies, and techpacific.com might incur litigation costs and liability for damages.

Uncertainty in respect of performance of investee companies and incubatees

Because the Group holds shares or share options in its incubation and M3 client

companies as well as in the Toolbox companies, the Group’s performance is linked to

the success of those companies.

Acquiring interests in start-ups and companies in the early stages of development is an

activity which carries a high degree of intrinsic risk. There can be no assurance that

any companies or incubatees in which techpacific.com has an interest will be financially

successful. In addition, there may not be a liquid market for disposing of the Group’s

interests in these companies. There can be no assurance that any of them will be

successfully listed on an established stock exchange or that the Group will be able to

recover its investments through a secondary sale. The Group may be unable to liquidate

its position or, at worst, may face the total loss of its investment in such companies

and incubatees.

Growth management

The Directors believe that current management has limited personnel and resources

for managing a rapidly growing business. Future growth will depend on the ability of

management to maintain effective control over a larger enterprise, and also on

management’s ability to continue recruiting talented individuals to strengthen both

management and operational teams, as well as to retain and motivate existing staff.

The financial services and technology industries typically suffer from high turnover of

staff, and staff shortages are common. Demand for high quality staff with technology-

related qualifications is presently strong and remuneration packages can be high. The

inability to attract and retain additional qualified personnel, or the cost of doing so,

could materially and adversely affect the Group’s business, financial condition and

results of operations.

As the Group’s business grows, it also faces risks relating to the need to expand and

upgrade its business processes and information technology systems, network

infrastructure, and other aspects of its technology. While many of the Group’s systems

can accommodate additional growth without redesign or replacement, the Group may

nevertheless need to make significant investments to accommodate growth, particularly

in its telecommunications systems. In addition, there can be no assurance that the

RISK FACTORS

15

Group will be able to predict accurately the timing or rate of such growth, or

expand and upgrade its systems and infrastructure on a timely basis. There can be

no assurance that the Group will be able to conduct the systems improvements

necessary to manage this growth effectively.

Ability of the Group to secure further financing

The Group may require additional financing beyond the proceeds of the Share Offer

to meet its operating expenses, support more rapid expansion, develop new or

enhanced services and products, respond to competitive pressures, acquire

complementary businesses or respond to unanticipated requirements. There can be

no assurance that, when needed, additional financing will be available on favourable

terms, or at all.

Dividends

As the Group is still in its initial stage of development, the Company does not

currently anticipate that it will pay dividends in the foreseeable future. It is currently

anticipated that any income received from operations will be reinvested and devoted

to the Group’s future operations and/or to expansion. There can be no assurance

that the Company will have sufficient distributable profits to pay dividends in the

future.

Regulatory compliance

Part of the Group’s operations fall within the financial services industry which, in

most jurisdictions, is highly regulated by securities regulators and other local

authorities.

The Group’s principal operating company in Hong Kong holds registrations granted

by the SFC. It is essential to the future performance of the Group’s business that the

Company maintains such registrations as are required to enable it to carry on its

businesses. Non-renewal of such registrations would result in the Group having to

discontinue significant parts of its present business in Hong Kong.

The Group’s expansion into other jurisdictions will depend on its ability to obtain

any necessary registrations or licences from relevant regulators in those jurisdictions.

To the extent that the Group fails to do this, its expansion plans, and therefore its

growth potential, may be adversely affected.

RISK FACTORS

16

Potential conflicts

techpacific.com holds significant or controlling interests in technology companies, and

this could lead to (or be perceived by Mentors as leading to) a potential conflict of

interest with some Mentors. This might result in a reduction in the number of Mentors.

In addition, in its venture capital fund management business, techpacific.com is

potentially exposed to conflicts between its own interests and those of investors in

funds which the Group manages. To the extent that systems established for preventing

or resolving any such conflicts are ineffective, the Group may suffer damage to its

reputation or be exposed to legal action.

Relationships with other service firms

The Group has established a number of relationships with other businesses, including

professional service organisations, to supplement techpacific.com’s Toolbox of services

provided to early-stage companies. If techpacific.com is unable to maintain these

relationships or otherwise provide the services it currently outsources to third parties,

techpacific.com’s range of services being offered to early-stage companies will become

more limited. This could constrain the Group’s ability to help develop early-stage

companies’ businesses or cause such early-stage companies to cease using the Group’s

services, resulting in an adverse effect on the Group’s business, financial condition and

results of operations.

Technology

The Group’s future success will depend on its ability to develop and enhance its

services and it proposes to devote significant cash resources to such development.

There are significant risks in the development of new or enhanced services, including

the risks that the Group will be unable to use new technologies effectively, adapt its

services to emerging industry or regulatory standards, or market new or enhanced

services.

If the Group is unable to develop and introduce new or enhanced services quickly

enough to respond to market or customer requirements or to comply with emerging

industry standards, or if these services do not achieve market acceptance, the Group’s

investment in such technological developments may not yield a return or be recoverable.

Intellectual property violations

In the United States and possibly elsewhere, there has been a growing trend amongst

Internet-based companies to apply for patents for their business models and methods.

There are companies in other parts of the world involved in businesses similar to some

RISK FACTORS

17

parts of techpacific.com’s business. There are patent lawsuits in the United States

resulting from patents filed several years ago and which have only recently been

approved by the US Patent Office. techpacific.com does not know whether it has

breached any patentable business models or methods. Moreover, patent filings may

take considerable time to process and techpacific.com may be subject to patent claims

at some point in the future, which may affect the way it conducts its business. While

the patentability of Internet business models and methods in the United States and

elsewhere is presently unclear, to the extent that techpacific.com is subject to a patent

infringement claim and to the extent that the enforceability of such patent is upheld in

court, techpacific.com’s business methods may be affected and the Group may be

forced to change the way it conducts its business. This may have an adverse impact on

techpacific.com’s ability to carry out its business plans.

techpacific.com, through its legal advisers, has since September 1999 been engaged

in correspondence with legal advisers acting for Tech Pacific (Hong Kong) Limited

(Company No.149001) and Tech Pacific Limited (Company No.166099) (together the

“Tech Pacific Group”) regarding claims by the Tech Pacific Group concerning the risk

of potential confusion between the respective names. Further details of this

correspondence are set out in the section headed “Litigation” in Appendix III to this

prospectus. In the event that the Tech Pacific Group takes further action against

techpacific.com, it might be costly and time-consuming for the Group to defend and, if

the action were to be decided against the Group, this might result in techpacific.com

being required to change its name in Hong Kong and to pay damages. Changing

techpacific.com’s name in Hong Kong could affect the goodwill and brandname that

the Group has built up.

Intellectual property protection

techpacific.com is examining the possibility of patenting its business model and methods

but at this stage, the Company does not know whether its business concept and model

is patentable or whether a patent would provide any practicable protections to

techpacific.com in the jurisdictions in which it operates. In the event that such models

are not patentable, other companies might be able to create competing products and

services which may affect the attractiveness of techpacific.com’s value proposition.

techpacific.com has applied for registration of the service and trade marks set out in

the section headed “Intellectual Property Rights” in Appendix III to this prospectus. At

this stage, the Company does not know whether such service and trade mark applications

will be approved or whether any conditions will be attached to such approvals. To the

extent that techpacific.com is unable to use those service and trade marks in the

relevant jurisdictions, techpacific.com may be forced to adopt alternative marks for

those jurisdictions or, at worst, to re-brand itself entirely. This would be likely to be

expensive and might materially dilute the brand name that the Group has built up.

RISK FACTORS

18

Confidentiality and related concerns

The need to transmit confidential information securely over the Internet has been a

significant barrier to electronic commerce and communications. The Group is potentially

vulnerable to attempts by unauthorized computer users to penetrate the Group’s network

security. If successful, those individuals could misappropriate confidential information

or cause interruptions in the Group’s online services. The Group may be required to

expend significant capital and resources to protect against the threat of such security

breaches or to alleviate problems. In addition to security breaches, inadvertent

transmission of computer viruses could expose the Group to the risk of disruption of

the Group’s business, loss, and possible liability. Continued concerns over the security

of Internet transactions and the privacy of its users may also inhibit the growth of the

Internet generally as a means of conducting commercial transactions.

In addition, the Group’s business often requires companies to submit business summaries

to the Group over the Internet. Due to concerns regarding the security of

communications over the Internet, these companies may decide not to submit business

summaries over the Internet, which could harm the Group’s business.

Password protection concerns

The Group relies upon password-protection features to provide the security and

authentication necessary to control access to information on techpacific.com’s website.

If the Group’s password-protection features fail, this may cause the Group’s client

companies to cease using the Group’s Internet services and the Group’s business and

reputation could be seriously harmed.

Global expansion

The Group intends to continue expanding its operations outside Hong Kong into other

parts of Asia and beyond. This international expansion exposes the Group to a number

of risks, including the following:

– Currency fluctuations. Many of the Group’s incubation and M3 clients and Toolbox

companies are, or are in the future expected to be, located outside of Hong

Kong and earn revenues denominated in currencies other than Hong Kong dollars.

If the Group sells an interest in a non-Hong Kong company, the Group might

receive the proceeds in a foreign currency. Fluctuations in the relative value of

these currencies as compared to the Hong Kong dollar may adversely impact

the Group’s financial results.

RISK FACTORS

19

– Political instability. The Group may acquire interests in foreign companies that

are located, or transact business, in parts of the world that experience political

instability. Political instability may impair or eliminate a partner company’s ability

to conduct business and therefore adversely impact the Group’s investments.

– Business culture and local operating environment. The Group may be unsuccessful

in establishing profitable businesses in other markets due to local business

practices or other local conditions which the Group might inadequately understand

or be unable to adapt to, or which might place the Group at a competitive

disadvantage.

Concentration in high technology in Asia

The Group’s incubation and M3 clients are involved in sectors of the high technology

industry in Asia. The Group’s success depends on the ability of its clients to raise

capital and grow their businesses. If the private capital markets for technology-related

companies operating in Asia weaken for an extended period of time, the Group’s client

companies may not be able to raise funds, leading to a decline in demand for the

Group’s services. If this occurs, the Group’s cash and equity compensation from

placements will decline. Moreover, Mentors may be reluctant or unable to invest

additional funds in the Group’s client companies and may cease to use the Group’s

services.

Year 2000 compliance

The Group’s business depends on computer systems and application software for the

provision of certain of its services. The Group cannot be certain that all such systems

will continue to function adequately. Any failure of the Group’s systems could have a

material adverse effect on the business, prospects, financial condition and results of

operations of the Group. All of the Group’s information technology and non-information

technology systems are manufactured or supplied by third parties outside the control

of the Group. As a result, the Group cannot be certain that the systems supplied by

any of those companies are year 2000 compliant.

RISKS RELATING TO THE INDUSTRY

Competition

There is no assurance that other companies, with similar or greater access to financial

resources and expertise will not attempt to duplicate the Company’s business model

and dilute the Group’s access to technology companies and pools of investors. In

addition, many companies, from investment banks to property development companies,

have established, or are in the process of establishing, Internet funds to invest in

Internet start-ups. To this extent, some companies may not approach the Group for

RISK FACTORS

20

access to funding. To the extent that the Group’s access to promising companies is

adversely affected, this would have a negative impact on the Group’s operating results.

Other companies which may, in future, compete with the Group, to varying degrees,

include incubators, venture capital firms (based in Asia and elsewhere), angel investor

networks, bulletin boards, and investment banks. Such competition may reduce

techpacific.com’s access to promising companies or to the pool of investors.

Developing nature of Internet legislation

The Group is currently positioned as a one-stop adviser to high-tech businesses,

particularly Internet companies, and the Group uses the Internet in its business.

The Internet is a rapidly developing and emerging tool. In most jurisdictions, the laws

governing the use of the Internet are still being developed. In particular, in many

jurisdictions the extent to which physical (non-Internet) laws apply to Internet activities

is still uncertain. Until case law develops and new legislation is enacted, the application

of the law to the Internet is, to some extent, speculative. Adverse developments in the

laws governing such activities may have an adverse impact on the Internet industry as

a whole and, therefore, the Group’s ability to carry on business as currently

contemplated.

Regulation of Internet financial services

The Internet recognises no geographical boundary and information published on the

Internet may be accessed from all corners of the world. In many jurisdictions, investment

information contained in a website, and accessible by residents of another jurisdiction,

may constitute an offer of securities or financial services to residents of such jurisdiction.

This is generally illegal unless that provider is authorised to provide such services in

such jurisdiction. Financial services regulators throughout the world are only just starting

to formulate policies to regulate the provision of financial services over the Internet

and the number of regulators which have established Internet regulations is presently

limited. The Technical Committee of the International Organization of Securities

Commissioners (IOSCO), in its report entitled “Securities Activity on the Internet”

(September 1998), has recommended a number of principles to be followed by its

members when deciding whether to assert jurisdiction over the conduct of financial

services over the Internet. Such recommendations appear to have been adopted by

regulators that have formulated Internet policies.

techpacific.com believes that the Nirvana section of its website, which is password

protected and to which the password has been furnished only to a pre-selected and

pre-qualified pool of Mentors, falls within the ambit of services which regulators outside

of Hong Kong who follow the IOSCO recommendations will not regulate. However,

RISK FACTORS

21

techpacific.com cannot be sure that some other regulators may not adopt differing

regulations or that present regulators will not change their regulations so that it will

become impossible for techpacific.com to carry on its business using the website. If

this happens, techpacific.com may not be able to carry on its business as presently

conducted.

Rate of penetration of the Internet in Asia

The success of high-tech ventures depends on a number of factors including,

significantly, the rate of penetration of the Internet in Asia. In this regard, the rate of

Internet penetration in China, a major market, is subject to uncertainties regarding the

regulatory environment and, in particular, regulations governing Internet access and

the distribution of news and other information. If the number of Internet users in Asia

does not grow as projected, the attractiveness of companies dependent on revenues

from e-businesses (including e-retailers, e-advertisers and portals) might diminish. To

this extent, the Group’s ability to promote Internet start-ups to potential investors

might be adversely affected.

Risk of litigation

In common with other professional and financial advisers, techpacific.com is potentially

more vulnerable to litigation claims than companies in certain other industries,

particularly in relation to claims stemming from negligence or conflicts of interest,

including claims arising out of advice given to investee companies. In addition, litigation

claims may be higher than in certain other industries in part because the total liability

in dispute is usually significantly higher than the fees received by techpacific.com.

RISKS RELATING TO THE SHARE OFFER

Determination of price

The Offer Price of the Shares will be established by the Company and BNP Prime

Peregrine Securities. The Offer Price, which is substantially higher than the net tangible

book value per Share immediately after this Share Offer, may not bear a direct

relationship to the Company’s assets, earnings, book value or other criteria of value.

The existing shareholders of the Company acquired their Shares at a price substantially

less than that which the investors will pay for their Shares. Accordingly, an investment

in the Shares of the Company by investors will result in an immediate and substantial

dilution of the net tangible book value attributable to their Shares. To the extent

outstanding options to purchase Shares are exercised, there will be further dilution to

investors.

RISK FACTORS

22

Liquidity and possible price volatility of the Shares

Prior to the Share Offer, there has been no public market for the Shares. There can be

no assurance that an active trading market for the Shares will develop upon the

completion of the Share Offer. It is possible that the Shares will be subject to changes

in price that may not be directly or indirectly related to the Company’s financial or

trading position.

Control by majority shareholders

Upon completion of the Share Offer, the Directors, substantial shareholders and persons

connected with them (as defined in the GEM Listing Rules) (the “Majority Shareholders”)

will own 51.56% of the issued Shares. These shareholders, if acting together, would be

able to influence significantly all matters requiring approval by techpacific.com’s

shareholders, including the election of Directors and significant corporate transactions,

such as mergers or other business combination transactions. Such control may, inter

alia, have the effect of delaying or preventing a third party from acquiring or merging

with techpacific.com, which could hinder a shareholder’s ability to receive a premium

for the Shares.

Risks relating to investing in GEM-listed companies

Your attention is drawn to the section headed “Characteristics of GEM” on page (i) of

this prospectus which sets out the inherent risks associated with investing in companies

listed on GEM.

Dilution

The Group may need to raise additional funds in the future to finance expansion of or

new developments relating to its existing operations or new acquisitions. If additional

funds are raised through the issuance of new equity or equity-linked securities of the

Company other than on a pro rata basis to existing shareholders, the percentage

ownership of the shareholders of the Company may be reduced, shareholders may

experience subsequent dilution and/or such securities may have rights, preferences

and privileges senior to those of the Shares.

Dilution through Share Options

The Group has in place the Pre-IPO Share Option Plan under which options in respect

of 409,177,644 Shares are outstanding as at the Latest Practicable Date, details of

which are set out in the sub-section headed “Summary of the terms of the Pre-IPO

Share Option Plan” in Appendix III to this prospectus. All of these options were granted

at exercise prices which are considerably less than the Offer Price. In addition, options

RISK FACTORS

23

in respect of 64,360,950 Shares have been granted under the Share Option Scheme

as set out in the sub-section headed “Summary of the terms of the Share Option

Scheme” in Appendix III to this prospectus, all of which are exercisable at the Offer

Price.

The full exercise of all of these options would result in the issue of 473,538,594

Shares, representing 19.7% of the issued share capital of the Company immediately

following listing (and before the issue of Shares pursuant to any exercise of the Over-

allotment Option). This will result in a reduction in the percentage ownership of the

shareholders of the Company and may result in a dilution in the assets and earnings

per Share of the Company. In addition, the Company is able to issue further options

under the Share Option Scheme amounting to 10% of the issued share capital of the

Company from time to time before seeking further authority from shareholders.

Issue of new Shares within six months of listing

Without the approval of the Stock Exchange, no further Shares or securities

convertible into equity securities of the Company may be issued or form thesubject of any agreement to issue within the first six months of the date of listing,pursuant to Rule 17.29 of the GEM Listing Rules. No application has been made

for such approval nor has any such approval been granted by the Stock Exchange.As the Group is engaged in an Internet related business which is experiencing rapid

growth, it is anticipated that funding may be required from time to time to finance the

expansion of the business and operations of the Group which could be very soon after

the listing of the Shares. As opportunities arise, the Directors will consider the funding

options available to them at that time, which may include the issue of Shares by the

Company. Accordingly, there is a possibility that the Company may need to issue new

Shares as consideration, or to raise funds, for acquisitions of, or investments in, Internet

and related businesses within the first six months of listing. Any such issue of new

Shares will be subject to approval by the Stock Exchange which may not be forthcoming.

In addition, any new issue of Shares may lead to dilutive effects as described under the

sub-heading “Dilution” above.

WAIVERS FROM COMPLIANCE WITH THE GEM LISTING RULES

24

For the purpose of the listing of the Shares on GEM, techpacific.com has sought a

number of waivers from the GEM Listing Division in relation to certain requirements

under the GEM Listing Rules. Details of such waivers are described below.

TWO YEAR TRACK RECORD

Under Rule 11.12 of the GEM Listing Rules, a new applicant must demonstrate that,

throughout 24 months immediately preceding the date of the listing document, it has,

either by itself or through one or more of its subsidiaries actively pursued one focused

line of business under substantially the same management and ownership as exist at

the time of the application for listing. As a result of an application made on behalf of

the Company, the Stock Exchange has granted a waiver in relation to strict compliance

with Rule 11.12 of the GEM Listing Rules.

The Directors confirm that they have performed sufficient due diligence on the Group

to ensure that since 31st December, 1999 up to the date of issue of this prospectus,

there has been no material adverse change in the financial position of the Group, and

there is no event which would materially affect the information shown in the accountants’

report set out in Appendix I.

Under Rules 7.03(1) and 11.10 of the GEM Listing Rules, the Company is required

to include its financial results for each of the two years ended 31st December,

1999 in the accountants’ report. The Company has been granted waivers by the

Stock Exchange from compliance with the requirements under Rules 7.03(1) and

11.10 of the GEM Listing Rules

WAIVERS FROM COMPLIANCE WITH THE GEM LISTING RULES

25

SHARE OPTION SCHEME

Rule 23.03(2) of the GEM Listing Rules requires that the total number of Shares

subject to the Share Option Scheme and any other schemes must not, in aggregate

exceed 10% of the issued share capital of the Company from time to time (the “Scheme

Limit”). The Company has applied for a waiver from strict compliance with Rule 23.03(2)

of the GEM Listing Rules so that the Scheme Limit can be increased to 30% of the

issued capital of the Company from time to time. Such waiver has been granted by the

Stock Exchange subject to the following conditions:

(1) the total number of Shares which may be acquired pursuant to the exercise of

options under the Share Option Scheme and any other scheme (including the

Pre-IPO Share Option Plan), must not, in aggregate, exceed 30% of the issued

share capital of the Company from time to time;

(2) Subject to (1) above, the Company may seek approval by shareholders in general

meeting to grant options under the Share Option Scheme and any other schemes

(including the Pre-IPO Share Option Plan) entitling participants to acquire Shares

pursuant to the exercise of options representing up to an aggregate of 10% of

the issued share capital of the Company at the time of approval (“General Mandate

Limit”), which may be renewed by shareholders in general meeting from time to

time.

(3) Subject to (1) above, the Company may seek a separate shareholders’ approval

in general meeting to grant options beyond the General Mandate Limit to

participants specified by the Company before such approval is sought.

As at the Latest Practicable Date, the number of options granted (and remaining

exercisable) under the Pre-IPO Share Option Plan and the Share Option Scheme

represents 19.7% of the enlarged issued share capital of the Company (excluding

Shares resulting from the exercise of options), details of which are set out in Appendix

I II to this prospectus. Pursuant to a resolution of shareholders passed on 3rd April,

2000 the Company may issue additional options under the Share Option Scheme

within the General Mandate Limit which could result in the Company having outstanding

options which, when added to the existing 19.7%, represent a total of 29.7% of the

Company’s enlarged issued share capital (excluding Shares resulting from the exercise

of options). Any further grant of options would be dependent on Shareholders approving

either a renewal of the General Mandate Limit or a grant of options to specified

participants.

WAIVERS FROM COMPLIANCE WITH THE GEM LISTING RULES

26

MORATORIUM PERIOD

The GEM Listing Rules require every initial management shareholder of a new Issuer toundertake to the new issuer and the Stock Exchange (save as provided in Rule 13.17of the GEM Listing Rules), for a period of two years from the listing date, not to disposeof (or enter into any agreement to dispose of) or permit the registered holder todispose of (or to enter into any agreement to dispose of) any direct or indirect interestin relevant securities.

Under the GEM Listing Rules, Robert John Richard Owen, Johnny Chan Kok Chung andIlyas Tariq Khan (themselves and partly through ECK & Partners Limited, which iscontrolled by Ilyas Tariq Khan, Robert John Richard Owen and Johnny Chan KokChung, and TW Indus Ltd., which is controlled by Ilyas Tariq Khan), Francis Yuen TinFan (through Latlink Investments Limited which is owned by him and his wife), MaxCarrol Chapman, Jr., Jose Roy Hernandez Borromeo, Ali Jehangir Siddiqui (partly throughStartup Group Inc.), Softbank Internet Fund and SOFTVEN No. 2 Investment EnterprisePartnership, C.V. (collectively the “Initial Management Shareholders”) are considered tobe the initial management shareholders of techpacific.com and would ordinarily besubject to a moratorium period of two years. However, as a result of an applicationmade on behalf of them and techpacific.com, the Stock Exchange has granted a waiverto the effect that the moratorium period applicable to each of the Initial ManagementShareholders (themselves or through companies controlled by them) has been reducedto six months in respect of an aggregate of the 1,218,303,990 Shares (representingapproximately 50.77% of the enlarged issued share capital of techpacific.comimmediately upon completion of the Share Offer without taking into account any Shareswhich may be issued upon the exercise of the Over-allotment Option) held by them.Furthermore, none of Robert John Richard Owen, Johnny Chan Kok Chung and IlyasTariq Khan (themselves and through ECK & Partners Limited and TW Indus Ltd.) willdispose of his shareholding in techpacific.com in the second six month period afterlisting if such disposal would result in their aggregate shareholdings representing lessthan 35% of the voting power at general meetings of techpacific.com.

In order to facilitate settlement of over-allocations in connection with the Placing andthe distribution of Shares under the Placing, the Lead Manager may borrow Sharesfrom the following initial management shareholders, namely Robert John Richard Owen,Ilyas Tariq Khan, Johnny Chan Kok Chung, ECK & Partners Limited and TW Indus Ltd.under a stock borrowing arrangement pending exercise of the Over-allotment Option.As the Shares held by the initial management shareholders are subject to the lock-upperiod, an application has been made to the Stock Exchange for a waiver fromstrict compliance with Rule 13.16 of the GEM Listing Rules (as explained above)for the purpose of implementing the stock borrowing arrangement. A waiver hasbeen granted by the Stock Exchange on condition that:

(i) the stock borrowing arrangement with Initial Management Shareholders mayonly be effected by the Lead Manager for settlement of over-allocations inconnection with the Placing;

WAIVERS FROM COMPLIANCE WITH THE GEM LISTING RULES

27

(ii) the maximum number of Shares to be borrowed from Initial Management

Shareholders must not exceed the maximum number of Shares which may be

issued upon full exercise of the Over-allotment Option; and

(iii) the same number of Shares borrowed shall be returned to the lenders or their

nominees not later than three business days following the earlier of (a) the last

day on which the Over-allotment Option may be exercised or (b) the day on

which the Over-allotment Option is exercised in full. This stock borrowing

arrangement will be effected in compliance with all applicable laws and regulatory

requirements. No payments will be made to Initial Management Shareholders by

the Lead Manager in relation to such stock borrowing arrangement.

INFORMATION ABOUT THIS PROSPECTUS AND THE SHARE OFFER

28

DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THE PROSPECTUS

This prospectus, for which the Directors collectively and individually accept full

responsibility, includes particulars given in compliance with the GEM Listing Rules for

the purpose of giving information with regard to the Group. The Directors, having

made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

(a) the information contained in this prospectus is accurate and complete in all

material respects and is not misleading;

(b) there are no other matters, the omission of which would make any statement in

this prospectus misleading; and

(c) all opinions expressed in this prospectus have been arrived at after due and

careful consideration and are founded on bases and assumptions that are fair

and reasonable.

The Share Offer is offered solely on the basis of the information contained and

representations made in this prospectus and the related application forms. No person

is authorised in connection with the Share Offer to give any information or to make any

representation not contained in this prospectus, and any information or representation

not contained herein must not be relied upon as having been authorised by

techpacific.com, the Sponsor, the Underwriters, any of their respective directors or any

other person involved in the Share Offer.

UNDERWRITING

This prospectus is published in connection with the Share Offer which is sponsored by

BNP Prime Peregrine Capital. The Public Offer Shares are fully underwritten by the

Public Offer Underwriters and the Placing Shares are fully underwritten by the Placing

Underwriters pursuant to the Underwriting Agreement. For further information relating

to the underwriting arrangements, please see the section headed “Underwriting” in this

prospectus.

OFFER SHARES TO BE OFFERED TO THE HONG KONG PUBLIC ONLY

No action has been taken to permit any public offering of the Shares or the distribution

of this prospectus in any jurisdiction other than Hong Kong. Accordingly, this prospectus

may not be used for the purposes of, and does not constitute, an offer or invitation,

nor is it calculated to invite or solicit offers in any jurisdiction or in any circumstances

in which such an offer or invitation is not authorised or to any person to whom it is

unlawful to make such an offer or invitation.

INFORMATION ABOUT THIS PROSPECTUS AND THE SHARE OFFER

29

United States

The Offer Shares have not been and will not be registered under the US Securities Actof 1933, as amended (the “US Securities Act”), and may not be offered or sold withinthe United States, or to, or for the account or benefit of, US persons except in certaintransactions exempt from, or not subject to, the registration requirements of the USSecurities Act. The Offer Shares are being offered and sold outside of the UnitedStates to non-US persons in reliance on Regulation S under the US Securities Act.Terms used in this section have the meanings given to them by Regulation S under theUS Securities Act.

The Offer Shares may not be offered or sold (i) as part of the distribution at any time or(ii) otherwise until 40 days after the latest of the commencement of the Placing, thecommencement of the Share Offer, the closing date of the Placing, the closing date ofthe Share Offer and the closing date for any exercise of the Over-allotment Option,within the United States or to, or for the account or benefit of, US persons, and thePlacing Underwriters will send to each dealer to which it sells Shares during thedistribution compliance period a confirmation or other notice setting forth the restrictionson offers and sales of the Shares within the United States or to, or for the account orbenefit of, US persons.

In addition, until 40 days after the later of the commencement of the Placing, thecommencement of the Share Offer, the closing date of the Placing, the closing date ofthe Share Offer and the closing date of any exercise of the Over-allotment Option, anoffer or sale of Shares within the United States (whether or not as part of the Placing)by any dealer (whether or not participating in the Share Offer) may violate the registrationrequirements of the US Securities Act if such offer or sale is made otherwise than inaccordance with an exemption from, or in a transaction not subject to, such registrationrequirements.

The Offer Shares have not been approved or disapproved by the US Securities andExchange Commission, any state securities commission in the United States or anyother US regulatory authority, nor have any of the foregoing authorities passed uponor endorsed the merits of the offering of the Offer Shares or the accuracy or adequacyof this prospectus. Any representation to the contrary is a criminal offence in the US.

United Kingdom

This prospectus has not been approved by an authorised person in the United Kingdomand has not been registered with the Registrar of Companies in the United Kingdom.The Shares may not be offered or sold in the United Kingdom except to personswhose ordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purpose of their businesses or otherwise incircumstances which have not resulted and will not result in an offer to the public in

INFORMATION ABOUT THIS PROSPECTUS AND THE SHARE OFFER

30

the United Kingdom within the meaning of the Financial Services Act 1986 as amendedby Public Offers of Securities Regulations 1995 and where the applicable provisions ofthe Financial Services Act 1986 have been complied with. In addition, no person mayissue or pass on to any person in the United Kingdom any document received by himin connection with the issue or sale of the Shares unless that person is of a kinddescribed in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document mayotherwise lawfully be issued or passed on.

Japan

The Share Offer has not been and will not be registered under the Securities andExchange Law of Japan (the “Securities and Exchange Law”). The Offer Shares whichare being offered hereby may not be offered or sold, directly or indirectly, in Japan orto, or for the benefit of, any resident of Japan, except pursuant to the applicableexemption from the registration requirements of the Securities and Exchange Law andin compliance with any other applicable requirements of Japanese law.

Cayman Islands

No invitation may be made directly or indirectly by or on behalf of techpacific.com tothe public in the Cayman Islands to subscribe for or acquire any of the Shares.

Singapore

This prospectus has not been and will not be registered as a prospectus with theRegistrar of Companies and Business in Singapore and the Shares will be offered inSingapore pursuant to exemptions invoked under Division 5A of Part IV of the CompaniesAct (Chapter 50 of Singapore (the “Singapore Companies Act”)). Accordingly, thisprospectus and any other offering document or materials in connection with the offerof the Shares may not be issued, circulated or distributed in Singapore nor may any ofthe Shares be offered for subscription or purchased or sold, directly or indirectly, normay an invitation or offer to subscribe for or purchase any Shares be made, directly orindirectly, to the public or any member of the public in Singapore other than (a)pursuant to, and in accordance with the conditions of, exemptions invoked underDivision 5A of Part IV of the Singapore Companies Act and to persons to whom theOffer Shares may be offered or sold under such exemption; or (b) otherwise pursuantto, and in accordance with the conditions of any other provision of the SingaporeCompanies Act.

Italy

The Offer Shares may not be offered or sold, directly or indirectly, in Italy other than toProfessional Investors as defined in Article 31, paragraph 2, of Regulation No. 11522approved by Consob on 1st July, 1998 (the “Professional Investors”), and in compliance

INFORMATION ABOUT THIS PROSPECTUS AND THE SHARE OFFER

31

with the forms and procedures provided therein. Under no circumstances will thisprospectus be circulated among, or be distributed in Italy to, any member of thegeneral public in Italy or to individuals or entities falling outside the categories ofProfessional Investors.

Each person acquiring Shares will be required, or be deemed by its acquisition of theShares, to confirm that it is aware of the restrictions on offers of the Shares describedin this prospectus.

APPLICATION FOR LISTING ON GEM

Application has been made to the GEM Listing Committee of the Stock Exchange for

the listing of, and permission to deal in, the Shares in issue and the Shares to be

issued as mentioned herein (including the additional Shares which may be issued

pursuant to the exercise of the Over-allotment Option) and any Shares to be issued

pursuant to the exercise of any options which may be granted under the Pre-IPO Share

Option Plan or the Share Option Scheme. No part of the share or loan capital of the

Company is listed or dealt in on any other stock exchange and no such listing or

permission to deal is being or is proposed to be sought as at the date of this prospectus.

Pursuant to Rule 11.23(1) of the GEM Listing Rules, at the time of listing and at all

times thereafter, techpacific.com must maintain the “minimum prescribed percentage”

of 15% of the issued share capital of techpacific.com in the hands of the public.

HONG KONG BRANCH REGISTER AND STAMP DUTY

All Shares issued pursuant to applications made in the Share Offer will be registered

on the Company’s branch register of members to be maintained in Hong Kong. The

Company’s principal register of members will be maintained in the Cayman Islands.

Only Shares registered in the Company’s branch register of members maintained in

Hong Kong may be traded on GEM.

Dealings in Shares registered on the Company’s branch register of members in Hong

Kong will be subject to Hong Kong stamp duty.

PROFESSIONAL TAX ADVICE RECOMMENDED

Potential shareholders are recommended to consult their professional advisers if they

are in any doubt as to the taxation implications of subscribing for, purchasing, holding

and dealing in the Shares. None of the Company, the Sponsor, the Underwriters, any of

their respective directors, agents or advisers or any other party involved in the Share

Offer accepts responsibility for any tax effects on, or liability of, any person resulting

from the subscription for, purchase, holding or dealing in Shares.

INFORMATION ABOUT THIS PROSPECTUS AND THE SHARE OFFER

32

STABILISATION

In connection with the Share Offer, BNP Prime Peregrine Securities on behalf of thePlacing Underwriters may over-allocate Shares and may cover such over-allocations bymeans of exercising the Over-allotment Option no later than 30 days after the date ofthis prospectus, stock borrowing, or making open-market purchases in the secondarymarket. The number of Shares over-allocated will not be greater than the number ofShares which may be issued upon the full exercise of the Over-allotment Option, being45,000,000 Shares, which is approximately 15% of the Shares initially available underthe Share Offer.

BNP Prime Peregrine Securities may also on behalf of the Placing Underwriters, effecttransactions which stabilise or maintain the market price of the Shares at levels otherthan those which might otherwise prevail but which are not higher than the Offer Price.Such stabilisation transactions may be effected in all jurisdictions where it is permissibleto do so, in each case, in compliance with all applicable laws and regulatoryrequirements. Such transactions, if commenced, may be discontinued at any time.Should stabilising transactions be effected in connection with the distribution of Shares,they will be done so at the absolute discretion of the Sponsor.

Stabilisation is a practice used by underwriters in some markets to facilitate thedistribution of securities. To stabilise, the underwriters may bid for, or purchase, thenewly issued securities in the secondary market, during a specified period of time, toretard and, if possible, prevent a decline in the initial public offer prices of the securities.The stabilisation price to cover over-allocations will not exceed the initial public offerprice.

Stabilisation is not a practice commonly associated with the distribution of securities inHong Kong. In Hong Kong, such stabilisation activities are restricted to cases whereunderwriters genuinely purchase shares on the secondary market solely for the purposeof covering over-allocations in an offering. The relevant provisions of the SecuritiesOrdinance prohibit market manipulation in the form of pegging or stabilising the priceof securities in certain circumstances.

PROCEDURE FOR APPLICATION FOR THE PUBLIC OFFER SHARES

The procedure for applying for the Public Offer Shares is set out under the sectionheaded “How to apply for the Public Offer Shares” of this prospectus and on theapplications forms.

STRUCTURE OF THE SHARE OFFER

Details of the structure of the Share Offer, including its conditions, are set out underthe section headed “Structure of the Share Offer” of this prospectus.

INFORMATION ABOUT THIS PROSPECTUS AND THE SHARE OFFER

33

SHARES WILL BE ELIGIBLE FOR CCASS

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

the compliance with the stock admission requirements of Hongkong Clearing, the

Shares will be accepted as eligible securities by Hongkong Clearing for deposit,

clearance and settlement in CCASS with effect from the date of commencement of

dealings in the Shares on GEM or on any other date Hongkong Clearing chooses.

Settlement of transactions between members of the Stock Exchange is required to take

place in CCASS on the second business day after any trading day. Investors should

seek the advice of their stockbroker or other professional adviser for details of those

settlement arrangements and how such arrangements will affect their rights and interests.

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

Operational Procedures in effect from time to time.

All necessary arrangements have been made for the Shares to be admitted into CCASS.

CORPORATE INFORMATION

34

DIRECTORS

Name Address Nationality

Executive Directors

Robert John Richard Owen 1 MacDonnell Road British

Chairman Mid Levels

Hong Kong

Johnny Chan Kok Chung Apartment 7A Australian

Chief Executive Officer 64 MacDonnell Road

Mid-Levels

Hong Kong

Ilyas Tariq Khan 3G Old Peak Mansions British

Managing Director 5 Old Peak Road

Hong Kong

Non-executive Directors

Joseph Tong Tze Kay 12th Floor Chinese

216 Argyle Street

Kowloon

Hong Kong

Peter Raymond Clarke* 21A Century Tower 1 British

1 Tregunter Path

Mid-Levels

Hong Kong

Max Carrol Chapman, Jr.* 848 Sleepy Hollow Road American

Briarcliff

N.Y. 10510

USA

Francis Yuen Tin Fan* 9B Twin Brook British

43 Repulse Bay Road

Hong Kong

* independent non-executive Directors

CORPORATE INFORMATION

35

PARTIES INVOLVED IN THE OFFER

Global Coordinator, Sponsor and BNP Prime Peregrine Capital Limited

Lead Manager 23rd Floor, New World Tower

16-18 Queen’s Road Central

Hong Kong

Public Offer Underwriters BNP Prime Peregrine Securities Limited

23rd Floor, New World Tower

16-18 Queen’s Road Central

Hong Kong

HSBC Investment Bank Asia Limited

Level 15

1 Queen’s Road Central

Hong Kong

Shenyin Wanguo Capital (H.K.) Limited

28th Floor, Citibank Tower

Citibank Plaza

3 Garden Road

Central

Hong Kong

Tai Fook Securities Company Limited

25th Floor, New World Tower

16-18 Queen’s Road Central

Hong Kong

Placing Underwriters BNP Prime Peregrine Securities Limited

23rd Floor, New World Tower

16-18 Queen’s Road Central

Hong Kong

Nomura International (Hong Kong) Limited

20th-21st Floor, Asia Pacific Finance Tower

Citibank Plaza

3 Garden Road

Central

Hong Kong

CORPORATE INFORMATION

36

Goldman Sachs (Asia) L.L.C.68th Floor, Cheung Kong Center2 Queen’s Road CentralHong Kong

HSBC Investment Bank Asia LimitedLevel 151 Queen’s Road CentralHong Kong

Legal advisers to the Company As to Hong Kong law:Stephenson Harwood & Lo18th Floor, Edinburgh TowerThe Landmark15 Queen’s Road CentralHong Kong

As to United States law:Skadden, Arps, Slate, Meagher & Flom LLP30th Floor, Tower TwoLippo Centre89 QueenswayCentralHong Kong

As to Cayman Islands law:Conyers Dill & Pearman, CaymanZephyr HouseMary StreetGeorge TownGrand CaymanBritish West Indies

Legal advisers to the Sponsor As to Hong Kong and United States law:and Underwriters Herbert Smith

23rd Floor, Gloucester Tower11 Pedder Street, CentralHong Kong

Auditors Grant ThorntonCertified Public Accountants13th Floor, Gloucester TowerThe Landmark11 Pedder StreetCentralHong Kong

CORPORATE INFORMATION

37

Joint reporting accountants KPMG

Certified Public Accountants

8th Floor, Prince’s Building

Chater Road

Hong Kong

Grant Thornton

Certified Public Accountants

13th Floor, Gloucester Tower

The Landmark

11 Pedder Street

Central

Hong Kong

Property Valuer DTZ Debenham Tie Leung Limited

10th Floor

Jardine House

1 Connaught Place

Central

Hong Kong

Receiving bankers Hang Seng Bank Limited

83 Des Voeux Road Central

Hong Kong

The Bank of East Asia, Limited

10 Des Voeux Road Central

Hong Kong

Registered office Zephyr House

Mary Street

George Town

Grand Cayman

British West Indies

Head office and principal place 1505 The Center

of business 99 Queen’s Road Central

Hong Kong

Website address www.techpacific.com

Company secretary Paul Chow Wan Hoi

ACA, FHKSA

CORPORATE INFORMATION

38

Compliance officer Robert John Richard Owen

Qualified accountant Paul Chow Wan Hoi

ACA, FHKSA

Audit Committee Peter Raymond Clarke – Chairman

Francis Yuen Tin Fan

Robert John Richard Owen

Authorised representatives Johnny Chan Kok Chung

Ilyas Tariq Khan

Principal share registrar Bank of Butterfield International (Cayman) Limited

and transfer office Butterfield House, Fort Street

P.O. Box 705, George Town

Grand Cayman

Cayman Islands

British West Indies

Hong Kong branch share registrar Central Registration Hong Kong Limited

and transfer office Rooms 1901-1905

19th Floor, Hopewell Centre

183 Queen’s Road East

Hong Kong

Principal bankers Dao Heng Bank Limited

The Center

99 Queen’s Road Central

Hong Kong

The Hongkong and Shanghai Banking

Corporation Limited

1 Queen’s Road Central

Hong Kong

INDUSTRY OVERVIEW

39

THE GLOBAL INTERNET MARKET

The Internet has grown rapidly since its initial commercialization in the early 1990sand is increasingly a medium for individuals, companies and governments tocommunicate, share ideas and conduct business. Based on data from Internet DataCorporation (“IDC”), the number of Internet users worldwide is projected to grow fromapproximately 144.9 million at the end of 1998 to approximately 532.0 million by theend of 2003. This represents a compound annual growth rate of 30%. The rapidgrowth in Internet usage is driven, among other factors, by the development of theInternet, the introduction of user-friendly navigation tools and the growth in the numberof informational, entertainment and commercial applications available on the Internet.Based on data from IDC, worldwide electronic commerce revenues, including personal,business and supply chain management expenditures, are estimated to grow fromUS$50.5 billion in 1998 to US$1.3 trillion in 2003.

ASIA’s INTERNET MARKET

IDC forecasts that there will be 77.2 million Internet users in non-Japan Asia by 2003as compared with 12.9 million as of year end 1998. This represents a compoundannual growth rate of 43%. At present, the level of Internet penetration in the region islow relative to penetration in more developed markets and to the size of the overallpopulation.

Country Percentage

Australia 25.83Hong Kong 24.72Singapore 24.23Taiwan 18.11New Zealand 18.05South Korea 9.38Malaysia 4.69Thailand 1.34China 0.91Philippines 0.74Indonesia 0.35India 0.27

Source: The Yankee Group (an Internet and technology research and strategic advisory companyfocused on Asia), September 1999

The Directors believe that non-Japan Asia is one of the world’s largest and leastdeveloped Internet markets. Based on IDC data, electronic commerce revenue in non-Japan Asia is expected to grow from US$723 million in 1998 to US$51.3 billion in2003, representing a 135% compound annual growth rate. As the quality and quantityof Internet content improves, wireless access proliferates and the cost of personal

INDUSTRY OVERVIEW

40

computers falls, the Directors believe that Internet users in non-Japan Asia willincreasingly rely on the Internet for access to content, communications and commerce.In addition, the provision of high-speed access to, and strong encouragement byindividual governments across the region of, the Internet should enhance its developmentand commercialization.

The substantial projected growth prospects of the Internet and opportunities forentrepreneurs in some of techpacific.com’s target markets are described below. Basedon IDC estimates of Internet users, these six markets represent approximately 54% ofthe non-Japan Asian Internet user market in 1998 and 71% of the market by 2003.

Greater China:

Hong Kong. According to IDC, the number of Internet users in Hong Kong is expectedto reach 2.3 million by the end of 2003 from 0.7 million at the end of 1998, representinga compounded annual growth rate of 26.9%. According to the Yankee Group, HongKong had 24.7% penetration as of September 1999 (one of the highest penetrationrates in Asia). In addition, Hong Kong was one of the first major population centresglobally as well as in Asia to have a fully digitized telecommunications network and iscurrently expanding its broadband Internet access capability to meet expected increasesin demand.

The Directors expect overall Internet growth to be further enhanced by government-driven incentives to encourage the use of the Internet such as the “CyberPort” initiative(which aims to build incubation facilities to develop Hong Kong start-ups alongsidemultinational technology companies), the government’s Applied Research Fund and itsInnovation and Technology Fund.

These changes are stimulating a large number of professionals to start up their own

businesses that are Internet or web-related. The Directors believe that the increasing

volume of new enterprises needing capital cannot be handled effectively by traditional

venture capital channels, thus raising the need for new types of capital providers and

new gateways to access such capital.

Mainland China. According to IDC, the number of Internet users in mainland China is

expected to increase to 25.2 million in 2003 from approximately 2.4 million at the end

of 1998, representing a compounded annual growth rate of 60.0%. According to the

Yankee Group, Internet penetration in mainland China as of September 1999 was

0.9%, which is low compared to other countries in the region.

The Directors believe that mainland China is the Asian market with the greatest potential

in terms of Internet usage growth and total market size. Chinese entrepreneurs face

significant barriers in establishing the necessary business and finance skills that are

essential in starting businesses. Investors also face barriers in accessing investment

opportunities.

INDUSTRY OVERVIEW

41

Taiwan. According to IDC, the number of Internet users in Taiwan is expected toincrease to 4.5 million by the end of 2003 from 1.0 million at the end of 1998,representing a compound annual growth rate of 34.9%. According to the YankeeGroup, as of September 1999, Internet penetration in Taiwan was 18.1%.

Despite a well developed tradition of technology investing, the pace of change and theproliferation of entrepreneurs who have experience in the U.S.A., Taiwan has a shortageof new-media and Internet focused venture capital funds.

Singapore:

According to IDC, the number of Internet users in Singapore is expected to increase to1.9 million by the end of 2003 from 0.6 million at the end of 1998, representing acompound annual growth rate of 27.3%. According to a report by the Yankee Group,as of the beginning of September 1999, the Internet penetration rate in Singapore was24.2%, one of the highest in Asia. Singapore’s highly developed communicationsinfrastructure and fully digitized telecommunications network create a strong base forcontinued Internet growth. The government of Singapore has established a US$1 billionfund for technology entrepreneurs.

South Korea:

IDC estimates the number of Internet users in South Korea will increase from 1.8million as of the end of 1998 to 9.2 million by the end of 2003, representing acompound annual growth rate of 39.5%. According to the Yankee Group, as of thebeginning of September 1999, Internet penetration was 9.4%.

The Ministry of Information and Communication in South Korea has publicly indicatedthat the number of Internet users could reach 16.0 million by 2003. Investors areinterested in South Korea but face significant problems in easily identifying and accessinginvestment opportunities. Small businesses, though able to access local capital, arealso constrained since they lack an easy route to experienced technology investors.

India:

Internet users in India are forecasted by IDC to grow from 0.5 million in 1998 to 11.3million in 2003 representing a five-year compound annual growth rate of 88.8%.According to the Yankee Group, Internet penetration in India was 0.3% as of September1999. The Directors believe that India will continue to be an important software andinformation technology exporter for the Asian region and beyond.

ASIA’s VENTURE CAPITAL MARKET

Venture capital is the main source of equity invested in new technology companieswith high growth potential. According to The Asian Venture Capital Journal, the amountof venture capital under management in Asia has grown from US$4.3 billion in 1990

INDUSTRY OVERVIEW

42

to US$29.6 billion in 1998, representing a compound annual growth rate of 27.2%.The capital invested originates from sources including private and public funds,endowment funds, corporations and high net worth individuals. Venture capitalistsseek capital gains rather than dividend yield and as such look to invest in companiesat an early-stage and to exit through public offerings or private market sales.

CHALLENGES FACED BY ASIA’s TECHNOLOGY START-UPS

The Directors believe that many of Asia’s venture capitalists do not have the resourcesor interest to help start-up entrepreneurs build their businesses in the early stages ofdevelopment. Like many new companies elsewhere, Asia’s early-stage technology start-ups may need significant operational, strategic and financial guidance, given limitedmanagement experience and limited financial and human resources. Even entrepreneurswith venture capital backing may struggle to develop superior business plans, to acquiremarketing and technical expertise and to recruit the best people for key positions.Maintaining high-quality professional service and building value-adding relationships,whether with well-established corporations or with complementary start-ups, may alsoprove difficult for an early-stage company. Unlike their counterparts in the USA, Asia’stechnology start-ups have limited access to incubators to guide them through theircompany life cycle.

New ventures may also have limited access to capital with which to fund their businessplans. They often do not have and cannot build relationships with potential investors.Securing financing may become a time-consuming process which delays the launch ofa company’s product or service and diminishes its competitive advantage. Most Internetentrepreneurs lack experience in positioning their investment story to potential investorswary of funding an early-stage company.

CHALLENGES FACED BY ASIA’s VENTURE CAPITALISTS

The consistently high returns achieved by venture capitalists have attracted anincreasingly large amount of investment funds. According to The Asian Venture CapitalJournal, over US$6.1 billion was raised in the first nine months of 1999 for investmentin Asian ventures as compared with US$5.0 billion in the first nine months of 1998.This rapid growth in capital availability has intensified competition to find and financeentrepreneurial ventures.

The concurrent proliferation of new start-ups in the region has further increased therisks inherently associated with early-stage companies. With so many Internet andtechnology companies seeking capital, it has become both more difficult and moreimportant for investors to choose those companies that can ultimately win based ontheir ideas, management and execution. Venture capitalists have difficulty finding andinvesting in the best new ventures both locally and regionally due to the variety andidiosyncrasies of Asian markets.

THE TECHPACIFIC.COM SOLUTION

43

THE TECHPACIFIC.COM SOLUTION

techpacific.com is a first mover in Asia in providing services which specifically addressthe challenges faced by Asia’s technology start-ups and providers of capital.techpacific.com’s comprehensive Toolbox of incubation, finance, technology and otherservices provides, in the opinion of the Directors, the means to create greater andmore sustainable value than is possible by the application of capital alone.

techpacific.com provides value-adding services that are designed to facilitate theestablishment and accelerate the growth of technology-related businesses, whilstminimising start-up and development costs. Furthermore, as a business to businessInternet-based company, techpacific.com has created an environment where early-stage technology companies have opportunities to source capital, and investors areable to deploy funds, more effectively than by traditional financing methods.techpacific.com employs a web-based platform to help create a direct relationshipamong technology companies and entrepreneurs as well as with prospective investors.

The following are key elements in the techpacific.com solution:

• Establishing techpacific.com as a brand leader for supporting and developing

Asian technology start-ups and early-stage ventures.

• Providing an expanding range of Toolbox services that adds significant value to

early-stage and intermediate stage companies.

• Extending and deepening its M3 and incubation activities across Asia, both through

organic growth and by forming joint ventures in a variety of Asian markets.

• Developing an incubation programme that provides management, capital and

strategic direction to early-stage companies.

• Leveraging Internet technology to create an Asia-wide platform which allows

technology companies and the Mentors to meet online through the M3 programme.

• Leveraging the Group’s relationships with shareholders, Mentors, client companies

and professional advisers to enhance the size and quality of deal flow.

• Managing funds which co-invest alongside other Mentors.

• Developing a “virtual” community of investors, entrepreneurs and companies

across the spectrum of new media, technology, Internet and telecommunications

that can derive benefit and support from and through the Company’s website,

www.techpacific.com.

THE TECHPACIFIC.COM SOLUTION

44

• Building a broadly based executive team with the capability to identify and

assess the commercial and technical potential of a wide variety of technology

ventures.

• Assisting Asian technology companies to expand geographically into North

America and Europe, as well as helping European and North American companies

with leading technologies and franchises to develop their operations in Asia.

The Company’s regional operations are supported by an experienced senior

management team centred in Hong Kong.

techpacific.com seeks to create an informal and friendly environment in which technology

enterpreneurs find themselves among like-minded people.

DEVELOPMENT OF TECHPACIFIC.COM AND ACTIVE BUSINESS PURSUITS

45

The following is a statement of active business pursuits of the Group for the period

from 5th December, 1998 to 31st December, 1999 and for the period from 1st

January 2000 to the Latest Practicable Date.

The period between 5th December, 1998 and 31st December, 1999

Corporate development

techpacific.com’s business model was developed by Johnny Chan Kok Chung and Ilyas

Tariq Khan, throughout November and December 1998, at which time approaches to

seed capital providers were made. An application was made to register the domain

name “techpacific.com” in December 1998 and llyas Tariq Khan occupied the first

premises of TP (HK). Work commenced on the first mandate in early January 1999. TP

(HK) was formally incorporated in Hong Kong in February 1999, when the existing

business was transferred to it and initial seed capital of US$270,000 was committed

by four investors, namely Ilyas Tariq Khan, Johnny Chan Kok Chung, Silk Route Asset

Management Company Limited (a predecessor shareholder to tekbanc) and ECK &

Partners Limited. This amount was paid to the Company in April 1999.

A further US$670,000 of funding was raised in April 1999 with the introduction of ten

investors including tekbanc and the Regent Pacific Group. Details of these investors

are set out in the section headed “Further information about the Company” in Appendix

III to this prospectus. The Company launched its website in June 1999 and moved into

its current office premises.

A second round of financing of US$7 million at a pre-money valuation of US$30 million

was undertaken in November and December 1999 with a Softbank Fund, GE Capital

and other institutional and individual investors providing commitments to subscribe for

shares in TP (HK).

Business activities

Toolbox

• From its inception, the Company has provided corporate finance advisory services

to early-stage technology ventures, utilising the skills of its founders and some

early employees.

• In February 1999, the Company secured the co-operation of Grant Thornton and

Baker McKenzie to provide professional services to early stage companies who

were being assisted by techpacific.com.

• In May 1999, an experienced webmaster was recruited to provide advice and

support to M3 and incubatee companies.

DEVELOPMENT OF TECHPACIFIC.COM AND ACTIVE BUSINESS PURSUITS

46

• Also in May 1999, development of the Company’s website commenced, as aplatform for creating awareness of the Company’s services and to attract theattention of technology entrepreneurs.

• In May and June 1999, executives joined the Company with previous experiencein start-up ventures.

• In October 1999, an expert in media relations was retained as a consultant toprovide specialist advice to M3 and incubatee companies.

M3 programme

• The M3 programme was launched in July 1999 via the Group’s website.

• Extensive marketing was undertaken to attract business proposals to the M3

programme, including advertising and media relations which resulted in articlesin publications such as Asiaweek, Business Week, the South China Morning Postand the Asian Wall Street Journal.

• The Nirvana password-protected website zone opened for Mentors in October1999 and in the fourth quarter a regional M3 marketing programme was initiatedprimarily in Greater China and Singapore.

• A discrete selection process resulted in approximately sixty Mentors beingintroduced to the programme. The majority were technology companies andsophisticated corporate and institutional investors.

• Over 260 business proposals (mainly from Internet and web-based businesses)were submitted for appraisal and evaluation. Of these, eighteen were selectedfor inclusion in Nirvana.

• Seven financing transactions were executed for five companies posted in Nirvana,raising an aggregate amount of over US$18.25 million for which the Companyearned cash fees of US$22,500.

• A total of nine Mentors invested in these transactions.

• During the period under review, of the eighteen business proposals posted onNirvana, seven achieved their funding objectives. Subsequent to the period underreview, nine further business proposals achieved their funding objectives.

• The introduction of Nirvana was originally targeted for the end of August 1999.However, the launch was delayed until October due to performance difficultieswith technology suppliers. In addition, due to the large number of M3 transactions

DEVELOPMENT OF TECHPACIFIC.COM AND ACTIVE BUSINESS PURSUITS

47

being processed in November 1999, a temporary suspension of new transactionreviews was instituted which was lifted in January 2000.

Incubation

• Additional adjacent offices were occupied to make more space (approximately2,460 sq.ft.) for incubation businesses.

• Four companies were incubated of which one was developed offsite and threewere initiated by employees of techpacific.com.

• Incubated companies included two content providers, one e-commerce business,and one Internet portal.

Corporate finance advisory

• techpacific.com started work on its first mandate in January 1999, to arrange aplacement for BigSave, an on-line e-retailer based in Europe.

• A total of US$12.9 million was raised for two clients including BigSave andtechpacific.com received US$644,342 fees in cash.

• In addition techpacific.com received options to subscribe for 71/2% of BigSave’sequity.

• The Group provided corporate finance advice to four other companies.

Venture capital fund management

• techpacific.com incorporated TP.comVC in November 1999 as a joint venturewith the Regent Pacific Group, one of techpacific.com’s shareholders, to act asthe investment manager for the Nirvana Fund.

• The Nirvana Fund was launched in December 1999 with the objective of raisingabout US$50 million, of which approximately US$3 million was committed by thejoint venture partners comprising US$1 million committed by techpacific.com,and US$2 million committed by individual investors through the Regent PacificGroup as well as by four third party investors in December 1999.

• A non-binding understanding was reached between techpacific.com and SoftbankChina Venture Investments Limited, a wholly-owned subsidiary of Softbank, inNovember 1999 to form a 50:50 joint venture to bid for the mandate to manageHK$250 million of the Hong Kong government’s Applied Research Fund.

DEVELOPMENT OF TECHPACIFIC.COM AND ACTIVE BUSINESS PURSUITS

48

Staff

At the end of 1999, the Group had a total of 17 employees, fulfilling the following

functions:

Management 3

Administration and finance 1

Fund management 1

Support 3

M3 programme, incubation and Toolbox 7

Overseas representatives 2

Total: 17

Period from 1st January, 2000 to the Latest Practicable Date

Corporate development

In January and February 2000, Brierley (through a wholly-owned subsidiary), Quantum,

and the Fidelity Group (all corporate and institutional investors) provided further

commitments to subscribe for shares in TP (HK), completing TP (HK)’s US$7 million

second round financing. Shares for this second round of financing were allotted in

February 2000 (as to approximately US$3,650,000 of financing) and in March 2000

(as to approximately US$3,350,000).

Funds available from the closing of its second round of financing enabled techpacific.com

to develop and implement its marketing and brand-building programme:

• It conducted an advertising campaign in Business Week and Asiaweek magazines.

• It advertised on public transport in Hong Kong.

• It became a primary sponsor of Internet and Information Asia (“IandI Asia”) and

has sponsored an event organised by Wired Island. Both IandI Asia and Wired

Island are forums for the sharing of information and views between technology

entrepreneurs and others interested in Internet development.

• It initiated sponsorship of a business competition at Qinghua University.

• It placed advertisements with Netease.com, Inc. a leading Internet portal in

China and an existing M3 client company.

DEVELOPMENT OF TECHPACIFIC.COM AND ACTIVE BUSINESS PURSUITS

49

• It sponsored a GCG Asia Limited event in Hong Kong entitled “How to get from

zero to start-up hero”. GCG Asia Limited, an organiser and manager of events

and conferences for the technology sector in Asia.

• It participated in the launch of IandI Asia in Taiwan and the Philippines.

The Group also initiated discussions with potential joint venture partners in certain key

regional markets.

In March 2000, Softbank Funds, Draper Fisher Jurvetson, Dell Ventures and other

investors subscribed for shares in the Company, completing techpacific.com’s third

round of financing in the amount of approximately US$14.5 million, at a pre-money

valuation of US$90 million.

Business activities

Toolbox

• A 40% interest in a web services business was acquired, with a view to providing

professional services to M3 and incubatee companies. This company, SoftPub.com

Inc., has a core management team which has been involved in web design and

web-site implementation since 1996.

• The Company recruited a highly experienced Chief Technology Officer with a

view to providing techpacific.com and its M3 and incubatee companies with

enhanced in-house skills in web-building and encryption technology.

• The founder of IandI Asia (also a founder of Boom Securities (HK) Limited

(Boom.com), an online stock broking business based in Hong Kong) was hired to

manage techpacific.com’s incubation business.

• A management consultant and chartered accountant, Paul Chow Wan Hoi, was

retained as adviser, and subsequently hired, to provide financial management

advice to M3 and incubatee companies.

• The public relations and media expert, David Ketchum, previously retained as a

consultant by techpacific.com, formed Upstream Limited (in which techpacific.com

has agreed to acquire a 35% interest) through which services are provided to

M3 and incubatee companies.

• techpacific.com signed an agreement under which the Company will acquire

25% of GCG Asia Limited.

DEVELOPMENT OF TECHPACIFIC.COM AND ACTIVE BUSINESS PURSUITS

50

• techpacific.com agreed to acquire a 40% interest in a specialist recruitment and

human resource development firm, techpursuit.com Limited, specialising in thetechnology sector in Asia

M3 programme

• The M3 programme continued to attract a significant number of applications

from business start-ups. A further 193 business proposals were submitted forevaluation.

• The total number of Mentors increased to 66.

• Five additional business proposals were listed on Nirvana.

• The temporary suspension of transaction reviews imposed in November 1999

was lifted in January 2000 and nine transactions which had been selected forposting on Nirvana in 1999 were completed.

• Thirteen financing transactions both for M3 companies and incubatees were

executed raising an aggregate amount of over US$16.4 million, generating cashfees of US$367,000.

• A total of eight Mentors invested in these transactions.

Incubation

• Negotiations were commenced for the leasing of additional office space

comprising approximately 20,000 sq.ft. to expand the incubation and Toolboxactivities.

• Three additional companies were accepted as incubatees. Of these, two are e-

commerce businesses and the other is an Internet portal.

• A manager was hired to oversee the incubation activities of techpacific.com.

• In-house server capacity was upgraded and increased connection capacity wasinstalled exclusively for the incubation centre.

• techpacific.com initiated a series of meetings between incubatee companies.

Corporate finance and advisory

• Mergers and acquisitions advice was provided in respect of four further

transactions.

DEVELOPMENT OF TECHPACIFIC.COM AND ACTIVE BUSINESS PURSUITS

51

• Approximately US$1 million of fees were received in cash for corporate finance

and advisory services.

Venture capital fund management

• techpacific.com established NPCL as a wholly-owned vehicle to invest in parallel

with the Nirvana Fund.

• The Nirvana Fund completed its second closing which was over-subscribed.

Acceptances were limited to commitments of US$50 million. Commitments were

made by institutional, corporate and individual investors which are independent

third parties unconnected with techpacific.com.

• techpacific.com has committed to invest US$10 million in NPCL and has allocated

US$3 million of this commitment.

• techpacific Venture Capital Limited established Softech, a 50:50 joint venture

with Softbank China Venture Investments Limited, to manage HK$250 million of

the Hong Kong government’s Applied Research Fund. In March 2000, Softech

was duly appointed by the Applied Research Council to perform this role. The

joint venture parties have invested an aggregate HK$1 million in Softech.

Staff

At the Latest Practicable Date, the Group had a total of 28 employees, fulfilling the

following functions:

Management 4

Administration and finance 3

Fund management 1

Support 4

M3 programme, incubation and Toolbox 13

Overseas representatives 3

Total: 28

DEVELOPMENT OF TECHPACIFIC.COM AND ACTIVE BUSINESS PURSUITS

52

ORGANISATION AND SHAREHOLDING STRUCTURE

Organisation structure

The chart below sets out the principal operating units and principal business activities

of techpacific.com:

Management

CEO-Johnny Chan Kok Chung

MD-Ilyas Tariq Khan

CTO-Christopher Birrell

Mentor

Relations

Yuda Udomritthiruj

Claudia Euna Ko

M3 Management

and Technology

Jonathan Aiman Hakim

Stephen Christopher Smith

Ali Jehangir Siddiqui

Kenyon Lee Kam Lun

Raymond Chuk Ngai Man

Lisa Mok Hai Mann

Vicki Lim Yeon Sun

Patrick Yeung Chung Hang

Shazad Ashfaq

Mimi Lam Chui Fung

(1)

(1)

Support

Annie Yiu

Grace Hon

Admin & Finance

Paul Chow Wan Choi

Winnie Sin Wing Hung

Sisie Wong

TP.com VC

Jose Roy

Hernandez Borromeo

M3 Programme

&

Incubation

Support

Nelly Shek

Sally Choy

Edward Yeung

International

Consultants

David Ketchum

(Public relations)

Bruce M McDonald

United Kingdom

Ahmad Salam

USA

Laurens William Cook (Tim Cook)

Advisory BoardJohn Gerard Cantillon

Henry CornellDavid Kim

Francis Leung Pak ToGary Edward Rieschel

Wong Kok Siew

David Michael Williams

Board

Robert John Richard Owen

Johnny Chan Kok Chung

Ilyas Tariq Khan

Joseph Tong Tze Kay

Max Carrol Chapman, Jr.

Peter Raymond Clarke

Francis Yuen Tin Fan

(1)(2) (3)

Notes:

1. Patrick Yeung Chung Hang, Vicki Lim Yeon Sun and Shazad Ashfaq also form part of the in-house corporate finance resource

2. Laurens William Cook (Tim Cook) acts as a full-time USA representative

3. Ahmad Salam acts as a consultant

DEVELOPMENT OF TECHPACIFIC.COM AND ACTIVE BUSINESS PURSUITS

53

Group structure

The chart below sets out the structure of the active companies within the Group:

techpacific.com Limited(Cayman Islands)

techpacific.com (BVI) Limited(BVI)

techpacific.com(BVI) Investments

Limited(BVI)

techpacific.cominvestments

limited(Cayman Islands)

techpacificVenture

Capital Limited(BVI)

techpacific.comVentureCapitalLimited

(BVI)(Investment

management)

SoftechInvestment

ManagementCompanyLimited

(Hong Kong)(Investment

management)

The

Nirvana

Fund

TotalAntiques.comLimited

(BVI)

AsiaAntiques.comLimited

(Hong Kong)(Business to

businesse-commerce)

100%

100%100%50% 75.1%

100% 99.9% 100% 100%

100%

Manager

techpacific.comCompany Limited

(Hong Kong)(Provision of

financial and otherservices to

technology sectorcompanies)

Nirvana PacificCompanyLimited

(Cayman Islands)

100%

GlobalOffering.comLimited

(BVI)(Provision ofmulti-media

platform on theInternet)

(1)

(3)

Applied

Research

Fund

(2)

Notes:

1. Softech Investment Management Company Limited is owned as to 50% by techpacific VentureCapital Limited and 50% by Softbank China Venture Investments Limited which is whollyowned by Softbank.

2. The remaining 24.9% is owned by the Regent Pacific Group.

3. The remaining 0.1% interest is owned by the original shareholders of TP (HK), all of which areset out in paragraph A2 in Appendix III to this prospectus. TP (HK) was incorporated under thename techpacific.com Limited and resolved to change its name to techpacific.com CompanyLimited on 22nd March, 2000.

DEVELOPMENT OF TECHPACIFIC.COM AND ACTIVE BUSINESS PURSUITS

54

Shareholdings

Set out below are the shareholders of techpacific.com immediately prior to and following

its listing:

Immediately ImmediatelyName before listing after listing(10)

Johnny Chan Kok Chung (1) & (4) 13.49% 11.80%

Ilyas Tariq Khan (2) & (4) 22.18% 19.41%

Robert John Richard Owen (3) & (4) 8.12% 7.11%

Latlink Investments Limited (5) 0.04% 0.04%

Max Carrol Chapman, Jr. 0.70% 0.61%

Employees of the Group (6) 12.1% 10.58%

Yi Hua Assets Limited (7) 0.78% 0.68%

Softbank Internet Fund 3.80% 3.32%

Regent Pacific Group 6.47% 5.66%

Wong Ching Asset Management Ltd (8) 0.94% 0.82%

Fidelity Investors II Limited Partnership 0.40% 0.35%

Fidelity International Limited 0.40% 0.35%

General Electric Equity Investments Ltd. 0.95% 0.83%

tekbanc 14.38% 12.59%

Quantum 0.47% 0.42%

SOFTVEN No. 2 Investment Enterprise Partnership 1.95% 1.71%

Draper Fisher Jurvetson 3.98% 3.48%

Dell Ventures 1.56% 1.36%

Individual investors (9) 7.29% 6.38%

Shareholders under the Share Offer 0.00% 12.5%

Total 100.00% 100.00%

Notes:

(1) The interests of Johnny Chan Kok Chung comprise:–

(a) 206,865,852 Shares (representing about 8.62% of the Company’s issued share capital)held by him personally;

(b) 15,897,387 Shares (representing about 0.66% of the Company’s issued share capital)held by his wife, Yuda Udomritthiruj; and

(c) 60,411,000 Shares (representing about 2.52% of the Company’s issued share capital)held by ECK & Partners Limited which have been attributed to him for the purpose of theabove table (see note (4) below).

This is a total of 283,174,239 Shares which represents 13.49% of the Company’s issued sharecapital before listing and 11.80% after listing.

DEVELOPMENT OF TECHPACIFIC.COM AND ACTIVE BUSINESS PURSUITS

55

(2) The interests of Ilyas Tariq Khan comprise:–

(a) 77,642,076 Shares (representing about 3.24% of the Company’s issued share capital)held by him personally;

(b) 188,208,147 Shares (representing about 7.84% of the Company’s issued share capital)held by TW Indus Ltd. which is beneficially wholly-owned by him;

(c) 199,821,000 Shares (representing about 8.33% of the Company’s issued share capital)held by ECK & Partners Limited which have been attributed to him for the purpose of theabove table (see note (4) below).

This is a total of 465,671,223 Shares which represents 22.18% of the Company’s issued sharecapital before listing and 19.41% after listing.

(3) The interests of Robert John Richard Owen comprise:

(a) 105,477,606 Shares (representing about 4.40% of the Company’s issued share capital)held by him personally; and

(b) 65,058,000 Shares (representing about 2.71% of the Company’s issued share capital)held by ECK & Partners Limited which have been attributed to him for the purpose of theabove table (see note (4) below).

This is a total of 170,535,606 Shares which represents 8.12% of the Company’s issued sharecapital before listing and 7.11% after listing.

(4) 325,290,000 Shares are held by ECK & Partners Limited amounting to 15.49% before listingand 13.56% after listing. ECK & Partners Limited is beneficially owned as to 61.43% by IlyasTariq Khan, 20% by Robert John Richard Owen and 18.57% by Johnny Chan Kok Chung and,accordingly, the 325,290,000 Shares (representing about 13.56% of the Company’s issuedshare capital) have been attributed between them in this ratio for the purpose of the abovetable. It should be noted, however, that the SDI Ordinance operates to attribute all 325,290,000Shares to Ilyas Tariq Khan as shown in the section headed “Further Information about Directors,Senior Management and Staff” in Appendix III to this prospectus.

(5) Latlink Investments Limited is beneficially owned as to 50% by Francis Yuen Tin Fan and as tothe balance by his wife.

(6) “Employees of the Group” excludes Johnny Chan Kok Chung, Yuda Udomritthiruj, Ilyas TariqKhan, Robert John Richard Owen, Francis Yuen Tin Fan and Max Carrol Chapman, Jr., all ofwhom are Directors or their associates.

(7) Yi Hua Assets Limited is beneficially owned as to 50% by BNP Prime Peregrine Capital, theSponsor, and as to 50% by Francis Leung Pak To (the Vice-Chairman and Managing Director ofBNP Prime Peregrine Limited (the holding company of the Sponsor)) who is a member of theAdvisory Board.

(8) Wong Ching Asset Management Ltd is a company wholly owned by Brierley.

(9) So far as the Directors are aware, none of the shareholders listed under individual investors is aconnected person of the Company nor is related to any of the other shareholders in the abovetable. Details of these individual Shareholders are set out in section A2 in Appendix III.

(10) The percentage interests shown above in respect of the issued share capital of the Companyafter listing do not take into account any Shares which may be issued upon the exercise of theOver-allotment Option.

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techpacific.com is a business to business Internet-based company that identifies

promising Asian start-up or early-stage technology companies and accelerates theirdevelopment by helping them to refine their business plans, introducing them to a

select group of investors and providing them, directly and by means of techpacific.com’snetwork of Toolbox companies, with a range of value-adding services. This activity is

carried out through the Company’s M3 and incubation programmes. Related activitiesof the Company include the provision of corporate finance and advisory services to

technology companies and the management of venture capital funds specialising in theAsian technology sector.

VALUE-ADDED RESOURCES – THE TECHPACIFIC.COM TOOLBOX

techpacific.com accelerates the growth and development of M3 and incubation

companies through its Toolbox, which constitutes a range of services which the Companyprovides both directly and by means of companies in which it has a significant or

controlling interest, as well as through contractual relationships. techpacific.com doesnot charge M3 and incubation companies for using its Toolbox per se. However,

Toolbox companies may themselves charge for their services. In addition, certainprofessional services (e.g. legal and accounting advice) are provided as a result of

ongoing relationships between techpacific.com and relevant firms.

The following is techpacific.com’s current range of Toolbox services:

Strategic Guidance. techpacific.com assesses a start-up company’s business and financialmodel, competitive position, management team and overall market opportunity.

techpacific.com is able to use the resources and expertise of its staff, its Mentors andother business contacts to assist the company in addressing management issues, and

to introduce start-up companies to prospective business partners and potentialcustomers, such as content providers and traffic builders.

Valuation and Structuring. techpacific.com works together with its client companies to

arrive at valuation models and to structure the terms of a proposed fund-raisingtransaction for presentation to Mentors. techpacific.com seeks to structure the proposed

transaction in accordance with market practice so that it is more likely to be acceptableto Mentors without extensive negotiation and structuring.

Media Relations. Client companies are provided by techpacific.com staff with advice

and guidance on building relationships with the media and developing brand awareness.techpacific.com also plans to utilise the services of Upstream Limited, a media relations

company with which techpacific.com has signed a non-binding memorandum ofunderstanding with a view to acquiring a 35% shareholding for a consideration of

US$250,000, to help promote media relationships for appropriate cl ients.techpacific.com also proposes to utilise the services of GCG Asia Limited, an events

management company, to assist its clients where appropriate.

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Investor relations/Investor access. techpacific.com will be able to provide investor

relations services to third parties through its wholly-owned subsidiary, GlobalOffering.com

Limited, and intends to offer these services to deliver corporate information, roadshow

material and research material concerning client companies. techpacific.com has also

entered into a letter of intent, under which it proposes to acquire a 25% interest in

Asset Publishing and Research Asia Limited, the balance of which will be held by

independent third parties. Asset Publishing and Research Asia Limited publishes two

magazines, The Asset and DigitalAsset.com, both of which focus on technology and

finance.

Website design/implementation. Through its own staff and by means of SoftPub.comInc. (a company which is 40% owned by techpacific.com), client companies are providedwith professional services for designing and building websites.

Online-advertising. techpacific.com has entered into a letter of intent with Top ResultInteractive Limited, an established outdoor advertising company based in Hong Kong,to acquire up to 30% of i-Result Media Limited, a company to be formed to engage inonline media business.

Online recruitment/management resources. techpacific.com has a 40 per cent interestin techpursuit.com Holdings Limited, an online recruitment business. techpursuit.comHoldings Limited provides specialist advice in relation to recruiting and hiring technologyspecialists.

Research and Development in China. Through its own staff and by means of anassociation with BDA China Holdings Limited (a Beijing-based Internet technologyresearch company), client companies are provided with specialist consulting, researchand in-depth analysis on China’s developing Internet and telecommunications markets.In March 2000, techpacific.com entered into an agreement to subscribe for 10% ofthe issued share capital of BDA China Holdings Limited for a consideration ofUS$600,000. Further details are set out in the section headed “Material Contracts” ofAppendix III.

In respect of these Toolbox companies, the balance of the equity not owned bytechpacific.com is held by the respective founders/management of the Toolboxcompanies, none of whom is a connected person of the Company as defined in theGEM Listing Rules except for Upstream Limited. In addition, techpacific.com providesstart-up companies with advice and assistance in selecting appropriate accounting andlegal advisers, a number of whom have close relationships with the senior managementof techpacific.com.

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The following table provides four examples of client companies which have utilisedtechpacific.com’s Toolbox:

Gogo.com Planetarabia Entone Netease.comLimited Holdings Inc. Technologies Limited Inc.

(Incubatee) (Incubatee) (M3 client) (M3 client)

Recruitment andmanagement resources ✓ ✓ ✓

Website design/implementation ✓ ✓ ✓

Strategic guidance/networking ✓ ✓ ✓ ✓

techpacific.com board/advisory boardrepresentative ✓ ✓ ✓ ✓

Corporate finance advisory ✓ ✓ ✓

Media relations ✓ ✓

M3 PROGRAMME

Through techpacific.com’s M3 programme, carefully selected early-stage investmentopportunities from across Asia are refined and developed by the Company and thenpresented to techpacific.com’s network of Mentors through the password-protectedsection of its website named “Nirvana”. The M3 programme provides start-up companieswith an opportunity to present investment proposals developed with the assistance ofthe Company to a large number of technology companies, and sophisticated corporateand institutional investors. It also provides Mentors with a tailored investment tool thatenables them to access high quality early-stage investment opportunities withoutexpending excessive search time and resources. techpacific.com receives remunerationfrom the M3 programme in the form of cash fees. It also generally receives equityparticipation rights and/or options.

The M3 deal process

The process by which deals are handled is typically as follows:–

1. Initial contact is made by a technology company through:

– completion of an online application form;

– direct e-mail contact;

– referral; or

– direct contact.

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2. techpacific.com sends a standard response to:

– acknowledge contact;

– advise the applicant of which industry or country specialist will lead

techpacific.com’s review of the Company; and

– request an executive summary and/or business plan and/or a meeting.

3. techpacific.com reviews the summary or business plan or the result of the meeting

(generally in dialogue with the applicant) and makes a preliminary assessment of

the Company’s prospects. If the result is positive, more time is then devoted to

the proposal.

4. techpacific.com conducts confidential commercial due diligence on the company,

sometimes seeking assistance from external part ies i f required (e.g.

techpacific.com’s client/investor network and specialist consultants).

5. A summary of the key elements of the business and of a proposed capital-raising

exercise is prepared including:

– business description;

– size of market;

– management team and its background;

– competitive landscape;

– funding required;

– use of proceeds;

– valuation;

– potential strategic benefits to techpacific.com.

6. The summary is discussed at a weekly review meeting.

7. techpacific.com makes a decision in principle as to whether the applicant has a

suitably attractive business and investment proposal for admission into Nirvana,

whether the applicant should be directed to techpacific.com’s incubation

programme or whether the applicant should be rejected.

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8. A mandate letter is issued to the applicant with a due diligence checklist

appended. The mandate letter sets out the terms on which techpacific.com is

willing, subject to further due diligence and development of the proposal, to

admit the applicant to the Nirvana website. The mandate letter also sets out

details of the fees to be paid by the applicant to techpacific.com when funds are

raised.

9. In parallel, the following processes are initiated:

– further due diligence and development activities commence on technical,

financial and legal fronts;

– techpacific.com prepares, in conjunction with the applicant, company

summaries for potential investors.

10. The applicant company is listed in Nirvana if the result of the further due diligence

is positive, if the company’s overall business model and investment proposal

have been sufficiently developed, and if the mandate letter has been signed.

11. Presentations are made to potential Mentors and/or other investors and follow-

up is carried out with them to ascertain interest and potential levels of funding

commitment. The evaluation process carried out by Mentors provides an important

extra layer of verification of the quality of the business proposal.

12. If Mentors are interested in investing, funding is committed and the transaction

is completed. The applicant company’s details will then be removed from Nirvana,

unless further funding is required. If insufficient interest is received, the transaction

will not proceed.

In parallel with the above process, the client company may be introduced to companies

within techpacific.com’s Toolbox to assist in refining its business model. Following

completion of the M3 process, the client will continue to have access to the range of

services available through the Toolbox and to techpacific.com’s network of established

technology companies and other complementary relationships.

In the past, in order to give confidence to Mentors in techpacific.com’s processes, the

Group has followed a general policy of participating itself in the funding of companies

accepted into Nirvana. In future, it is anticipated that such co-investment will normally

be undertaken by the Nirvana Fund and NPCL or other future funds under management

by the Group, subject to the discretion of TP.comVC or such other fund manager as

may be relevant.

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Set out below are details of the percentages and classes of shares acquired by the

Group through the M3 programme:

Cost of Pre-optionNature of Business Form of Investment Investment Shareholding

Netease.com, Inc. Leading Chinese ordinary shares US$340,000 0.83%

Internet portal

fineLot.com Inc. Internet auction site ordinary shares US$12,750 4.00%

Planetarabia Holdings Inc. Arabic Internet convertible loan US$50,000 indeterminate*

portal notes

ordinary shares US$16,000 5.39%

Entone Technologies Broadband ordinary shares US$300,000 1.52%

Limited infrastructure

enabling technology

China Markets Limited Greater China convertible US$50,000 0.24%**

financial portal preference shares

CampusAll Limited University students’ convertible US$120,000 5.24%**

portal preference shares

Blueskies Technologies Online loyalty rewards ordinary shares US$300,000 4.74%

Pte Ltd

PT Agranet Multicitra Indonesian convertible bonds US$325,000 5.4%**

Siberkom Web solutions and

(“Detik.com”) news portal

MusicZone, Inc. Music directory/ ordinary shares US$250,000 2.6%

portal for Asia

Communication Arts Plc Software ordinary shares US$250,000 1.25%

development

* The percentage of the pre-option shareholding depends on Planetarabia Holdings Inc.’s pricingin its next round of financing which is not yet determined. When the next round of PlanetarabiaHoldings Inc.’s equity financing is completed, the convertible loan notes may be converted toShares.

** On conversion, the convertible bonds and convertible preference shares will convert into thepercentage shareholding indicated (based on current amounts issued and outstanding).

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The balance of the interests in the above companies, with the exception of Planetarabia

Holdings Inc. and Netease.com, Inc. are held principally by the management and staff

of each respective company and by other institutional and corporate investors who are

independent of the Company and connected persons of the Company. Certain Directors

and employees of the Company are also minority investors in Planetarabia Holdings

Inc. and Netease.com, Inc.

Mentors

Mentors are predominantly technology companies and sophisticated corporate or

institutional investors with experience in technology investing, together with selected

high net worth individuals who are well-regarded in the Asian technology field. Mentors

have been chosen by techpacific.com from different parts of Asia on the basis of the

added value that techpacific.com believes they can offer to start-up companies.

techpacific.com’s selection criteria for Mentors give weight to a Mentor’s successful

track record of technology or private equity investing and their ability to offer value-

adding business advice and potential synergies to start-up companies. In addition,

Mentors have significant financial resources at their disposal, enabling them to provide

seed and intermediary finance. techpacific.com believes that its Mentors constitute

some of the most sophisticated technology investors in Asia.

If a Mentor expresses an interest in an early-stage company listed in Nirvana,

techpacific.com will arrange a meeting between the Mentor and the company. The

Mentor and the company may then discuss any additional due diligence or structuring

of the investment that the Mentor wishes to undertake. If more than one Mentor

expresses an interest, the company is free to choose with which Mentors, if any, it

wishes to pursue discussions. In addition to listing suitable start-up companies in

Nirvana, techpacific.com actively approaches Mentors who it knows have a particular

interest or expertise in the relevant business sector.

The Mentors include the Nirvana Fund (managed by TP.comVC), which has access to

all companies listed in Nirvana and which invests on the same terms as other Mentors.

In the future, the Mentor network might include additional funds established and

managed by the Group.

Although techpacific.com does not have any formal commitments from its Mentors to

give special consideration to investment opportunities listed in Nirvana or to remain as

Mentors, techpacific.com believes that Mentors find Nirvana to be an attractive

investment tool because of the quality of its screening and value adding processes and

because it allows investors to access smaller-scale investment opportunities which

may not be efficient for each Mentor to evaluate individually. The Nirvana listing of

vetted and developed proposals presents investment opportunities in a concise,

standardised format that enables Mentors easily to evaluate the opportunities presented.

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The Directors believe that, because of the quality of the Mentor network, the Company

is seen by technology entrepreneurs as a window to some of the best quality capital

and expertise in technology in Asia; this and the growing brand recognition of the

techpacific.com name will, the Directors believe, help the Company to continue to

attract an increasing flow of promising early-stage companies.

INCUBATION

techpacific.com’s incubation programme acts as an accelerator for young technology

firms. It provides funding and support for promising business concepts that may be at

too early a stage of development or too small to be appropriate for the M3 programme.

The group derives potential incubatees via the M3 programme, from referrals from

third parties or from ideas generated by techpacific.com’s own staff.

An entrepreneur or team that is selected for the incubation programme may be provided

with office space and technical support within the Company’s incubation centre (located

close to its main Hong Kong office), together with active assistance in its management

and development. Such assistance may include referrals to legal and accounting advisors

with whom techpacific.com has relationships, assistance in recruiting and hiring key

employees, assistance with website design and development, assistance with financial

and other business planning, and introductions to prospective partners for strategic

alliances. Incubated businesses are expected to become candidates for admission to

the M3 programme as their development matures and they require further financing.

techpacific.com has incubated a number of companies that are predominantly web-

based. By investing cash as well as management and operational resources in these

companies, techpacific.com is in the process of creating a complementary network of

companies which are synergistic.

In consideration for providing these services, in addition to cash fees and by way of

cash commitments at the seed level, techpacific.com generally takes an equity interest

in incubated companies of between 25% and 50%, (although, in companies originated

by techpacific.com staff, a higher interest may be acquired).

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Set out below are details of, and the interests held by techpacific.com in, companies

which it is currently incubating or has incubated:

AsiaAntiques.com Limited 100% equity

AsiaAntiques.com Limited (in which the Group has invested HK$1,000) is a Hong Kong

based company providing a business to business antiques distribution website which

was launched in July 1999. The company was developed by techpacific.com’s employees

from initial concept to a developed business in just under 6 months. AsiaAntiques.com

Limited provides business to business services to a European-based on line auction

house and gallery. techpacific.com has appointed a representative to the board of

AsiaAntiques.com Limited.

Gogo.com Limited 30% equity

Gogo.com Limited (in which the Group has invested US$250,000) is in the process ofestablishing an Asian music community and commerce site. techpacific.com was initiallyapproached with a hybrid online/offline business model. In conjunction withtechpacific.com, the founder (who was a leading executive in the music industry inAsia) has fine-tuned the business model to exploit on line opportunities. techpacific.comis now working to execute the business plan. Gogo.com Limited is an example of theway in which techpacific.com has provided a talented entrepreneur with valuabletechnical, business administration and financial support in developing his business.Gogo.com Limited is intended to be a long term investment for techpacific.com andtechpacific.com has appointed a representative to the board. Gogo.com Limited isexpected to graduate to the M3 programme.

GlobalOffering.com Limited 100% equity

GlobalOffering.com Limited (in which the Group has invested US$1) has recentlydeveloped a business plan to allow Asia-based companies to utilise web-based platformsfor the delivery of new issue and IPO documentation. GlobalOffering.com Limited willprovide companies based in Asia with access to a global investor base by utilising atool that is becoming increasingly prevalent in the North American and Europeanmarkets. Senior members of the staff of techpacific.com founded GlobalOffering.comLimited, and a high degree of development continues to take place. GlobalOffering.comLimited is intended to be a long term investment for techpacific.com.

Belmont Investors Limited 15% equity(operating wholly-owned subsidiariesPlanetexpat.com Limited andHouseek.com Limited (in the processof changing its name to Sinja.com Limited))

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Planetexpat.com Limited and Sinja.com Limited (in which the Group has an aggregateInvestment of US$200,000), which are under common ownership, are being developedin order to create an Internet community and commerce website within the expatriatecommunity and to address the needs of foreign residents seeking impartial advice andguidance when buying offshore properties or relocating. techpacific.com worked witheach of the founders of Planetexpat.com Limited and Sinja.com Limited to effect amerger, and then worked with the new management team to develop a robust businessplan. In the last month techpacific.com’s board representative has introduced twocontent providers to the companies. Planetexpat.com Limited and Sinja.com Limitedare expected to graduate to the M3 programme.

Openrice.com Company Limited 30% equity

Openrice.com Company Limited (in which the Group has invested US$110,584) provides

Internet restaurant and food guides to the local and tourist markets. The site has been

featured in a number of media reports, and the current management team is taking

advantage of the support being provided by techpacific.com to increase the breadth

and depth of the product. techpacific.com initially provided technology support, and is

now providing corporate finance advice. Openrice.com Company Limited is expected

to graduate to the M3 programme.

Jackpot International Group Limited 25% equity

Jackpot International Group Limited (in which the Group has invested US$1,062,500)is a women’s site based in Hong Kong. The website is a portal for Asian womenoffering comprehensive information on shopping. techpacific.com has been instrumentalin accelerating development of its website, march8.com, and in assembling itsmanagement team. Jackpot International Group Limited is expected to graduate to theM3 programme.

GCG Asia Limited 25% equity

GCG Asia Limited (in which the Group has invested US$1,750,003) is a specialistorganiser of conferences and seminars and other events focused on the technologysector. GCG Asia Limited was founded by Jonathan Hakim (also the founder of IandIAsia Limited and one of the founders of Boom Securities (H.K.) Limited (Boom.com). Itis the intention of techpacific.com to work closely with GCG Asia Limited in developingspecialist content for websites focused on very early stage technology ventures.

CORPORATE FINANCE ADVICE

As a complementary activity, techpacific.com offers financial advisory services to

technology companies, including those in the M3 and incubation programmes. Such

advice is also frequently required by later-stage ventures which are considering public

or private share sales. With many years of experience in corporate finance and

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investment banking, a number of techpacific.com’s employees are able to offer expert

advice on key strategic and financial issues. techpacific.com advises on private

placements for pre-IPO financings, arranges joint venture alliances and executes strategic

mergers, acquisitions and divestitures. As part of this service, techpacific.com evaluates

strategic plans and conducts valuation analyses. In addition, techpacific.com assists its

clients to prepare for access to public markets, including selecting and negotiating

terms with IPO underwriters, and to approach potential strategic partners or acquirers.

Revenues derived from corporate finance advice consist of cash fees; in addition, the

Company also often receives rights to equity participation.

TECHNOLOGY VENTURE CAPITAL MANAGEMENT

To further complement the above activities, the Company is engaged in venture capital

fund management. The Company launched the closed-end Nirvana Fund in December

1999 through a private placement. The investment objective of the Nirvana Fund is

capital growth through investing principally in a portfolio of early-stage technology

companies in the Asia Pacific region. The Nirvana Fund is a Mentor in the M3 programme

and therefore provides an additional source of capital for the M3 programme and

benefits itself from the M3 programme deal flow.

TP.comVC is the investment manager of the Nirvana Fund. TP.comVC is a joint venture

company owned as to 75.1% by techpacific.com and 24.9% by the Regent Pacific

Group. TP.comVC provides management and advisory services to the Nirvana Fund for

which it receives a management fee of 2% per annum payable quarterly. The

management fee is calculated based on the amount of initially drawn down capital

payable quarterly in arrears. The Nirvana Fund will also pay TP.comVC an annual

participation fee equivalent to 20% of the gains, net of losses, realised on the Nirvana

Fund’s portfolio of investments, provided that the Nirvana Fund’s investors first receive

capital repayments equivalent to their original investment plus a 10% per annum

return.

In March 2000, techpacific.com established NPCL as a wholly-owned vehicle to invest

in parallel with the Nirvana Fund and committed to invest US$10 million in NPCL, in

addition to US$1 million which techpacific.com has already invested in the Nirvana

Fund. Also in March 2000, the Nirvana Fund completed its second closing and accepted

aggregate commitments of approximately US$50 million by various investors, of which

approximately US$18 million has been funded. The Nirvana Fund and NPCL will therefore

form an investment pool of potentially US$60 million when fully drawn down. The

Nirvana Fund and NPCL will function as joint Mentors under the M3 programme and

will participate in investment opportunities in proportion to their capital resources.

techpacific.com will be the only investor in NPCL. Only the Nirvana Fund is under the

management of TP.comVC.

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techpacific Venture Capital Limited has formed a joint venture with Softbank China

Venture Investments Limited to manage a HK$250 million tranche of the Hong Kong

government’s Applied Research Fund. In March 2000, the joint venture company,

Softech, was appointed by the Applied Research Council to perform this role. Softbank

China Venture Investments Limited is wholly-owned by Softbank and is engaged in the

business of fund management.

MARKETING AND BRAND DEVELOPMENT

techpacific.com has developed a leading brand with significant recognition in its market.

Brand building and marketing has been undertaken with limited resources, and has

relied largely on the skills of senior management.

Networking

techpacific.com is a primary sponsor of IandI Asia. This participation has been a focal

point for techpacific.com’s brand building amongst technology and Internet

entrepreneurs in Hong Kong, China, Singapore, the Phil ippines and Taiwan.

techpacific.com is a regular contributor to IandI Asia’s events in these markets.

techpacific.com has also sponsored an event organised by Wired Island, a group that

is similar to IandI Asia, but focused more on Singapore.

techpacific.com has also sponsored events such as a business competition at Qinghua

University in China, and participated in speaking engagements at conferences and

seminars across the region. Notable amongst these was the Millenium Conference

sponsored by Microsoft Corp. and organised by the Wall Street Journal in October

1999, where Johnny Chan Kok Chung was a panelist.

Media coverage and advertising

techpacific.com’s distinctive business model has attracted a significant amount of media

attention. As a result, techpacific.com has been featured in a large number of articles

in magazines including Time, Asiaweek, Business Week, the Far Eastern Economic

Review and in newspapers including the South China Morning Post, the Hong Kong

Economic Journal, the Financial Times, Apple Daily and the Asian Wall Street Journal.

techpacific.com has also been featured on television, including CNN and CNBC.

In December 1999, the Company launched a selective print advertising campaign and

has sponsored advertising on buses in Hong Kong.

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Other activities

Johnny Chan Kok Chung is an assessor in the Hong Kong government’s small

entrepreneur research assistance programme. This is an example of the way in which

the Company is developing a brand image associated with technology entrepreneurship.

Ilyas Tariq Khan, Johnny Chan Kok Chung, Robert John Richard Owen and other

members of techpacific.com’s staff are active on a number of boards or advisory

boards of technology companies which it is incubating or which are M3 programme

companies including MusicZone, Inc., Planetarabia Holdings Inc., CampusAll Limited,

Entone Technologies Limited, Gogo.com Limited, Blueskies Technologies Pte Ltd.,

Netease.com, Inc., Jackpot International Group Limited, Belmont Investors Limited,

Edge Tech Limited, as well as other companies such as Sunday Communications Limited,

a Hong Kong based mobile telecommunications company listed on the Stock Exchange.

TECHPACIFIC.COM’s WEBSITE

techpacific.com’s website (www.techpacific.com) is the online platform for the Company’s

business. The website provides information on techpacific.com’s business activities,

allows start-up companies to register their interest in techpacific.com’s services and

communicates techpacific.com’s commitment to technology companies in Asia. In

addition, the site allows individuals, corporations and institutions to register their interest

in becoming a Mentor.

Users of the website have the opportunity to give feedback and send comments to

techpacific.com. There is also information for start-ups, as well as answers to frequently

asked questions regarding venture capital funding.

The key feature of the website is the Nirvana section, a password-protected part of the

website where pre-qualified technology companies are introduced to Mentors.

techpacific.com intends to continue to develop its website to cater to the needs of the

Asian technology community. Further customisation features are planned and the

Company intends to develop the website into a vertical portal for Asian technology

ventures.

techpacific.com believes that it is well-positioned to add features to its website with a

view to developing an Asia-wide community linked by a common interest in early-stage

technology investing, including:

– investors;

– technology companies;

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– entrepreneurs;

– financial institutions;

– universities; and

– high net worth individuals.

To maximise data security, availability and redundancy, the Company’s website is hosted

by Data Return Inc., a USA-based web hosting and telecommunications company. The

content of the website is replicated across two web servers. All website visitors are

directed to one of the servers based on availability and loading through the use of a

dedicated traffic director.

In addition, a separate server is used to store the Nirvana database which adds a

further layer of data security by restricting public access to the database.

Data on all servers is backed up on a daily basis. By using Data Return Inc.’s services,

the Company expects to minimize the risk of data loss due to Internet traffic surges or

hardware failures.

INTELLECTUAL PROPERTY RIGHTS

techpacific.com is the registered owner of the domain name www.techpacific.com.

The Group has also applied for the registration of certain service and trade marks as

shown in the section headed “Intellectual Property Rights” in Appendix III to this

prospectus in Hong Kong, the PRC, Taiwan, Singapore, the USA, Australia and the

United Kingdom. At this stage, the Group does not know whether such applications,

which may take a number of years to be processed, will be approved or whether any

conditions will be attached to any such approvals. Further disclosure is made in the

section headed “Risk Factors” in this prospectus.

The Directors believe that the Group’s business fills a niche in Asia for technology

start-ups. techpacific.com is examining the possibility of patenting its business concept

and model but it is unsure at this stage whether they are patentable.

For further information about intellectual property protection and potential violations

generally, please see the section headed “Risk Factors” of this prospectus.

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EMPLOYEES AND SHARE OPTION SCHEMES

The future success of techpacific.com depends in significant part on its ability to retain

key executive and senior management, none of whom (other than Robert John Richard

Owen, Johnny Chan Kok Chung, Ilyas Tariq Khan and Jose Roy Hernandez Borromeo)

is bound by a long-term employment contract. Competition for highly qualified technical,

financial and management personnel in the Asian technology sector is intense. In

order to provide incentives to key employees, techpacific.com has established two

share option schemes, as described below. In addition, to encourage employees to

stay with the Company, techpacific.com supports employees who wish to found start-

up ventures of their own within techpacific.com’s incubation programme.

Under the Pre-IPO Share Option Plan, options in respect of a total of 409,177,644

Shares representing, as at the Latest Practicable Date, 17.05% of the enlarged issued

share capital of techpacific.com immediately after the listing (excluding Shares which

may be issued upon the exercise of Pre-IPO Share Options and the Over-allotment

Options), are outstanding and are exerciseable at prices of US$0.0251, US$0.0610

and the Offer Price, and are held by members of management and staff. Further details

of the Pre-IPO Share Option Plan are set out in the section headed “Share Options” in

Appendix III to this prospectus.

techpacific.com has also adopted, conditional on listing, the Share Option Scheme

pursuant to which employees and directors of techpacific.com and its subsidiaries may

be granted options to subscribe for Shares. Conditional on listing, options in respect of

a total of 64,360,950 Shares, representing, as at the Latest Practicable Date, 2.68% of

the enlarged issued share capital of techpacific.com immediately after the listing

(excluding shares issuable on the exercise of these options), will be granted at an

exercise price equal to the Office Price to certain executive Directors and employees

of the Group. Further details of the Share Option Scheme are set out in the section

headed “Share Options” in Appendix III to this Prospectus.

ADVISORY BOARD

techpacific.com’s Advisory Board is made up of leading figures in the field of technology

and investing. They are currently:

John Gerard Cantillon, Director of Dell Online for Dell Computer Corporation, Asia

Pacific;

Henry Cornell, a Managing Director of Goldman Sachs & Co, an international investment

bank;

David Kim, Executive in Residence of Softbank in Asia;

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71

Francis Leung Pak To, Vice-Chairman and Managing Director of BNP Prime Peregrine

Limited (holding company of the Sponsor);

Gary Rieschel, Executive Managing Director of Softbank Venture Capital Inc. in the

USA, an Internet technology and investment business;

Wong Kok Siew, President of SembCorp Industries Limited, a listed company in Singapore

involved in engineering and technology-related business; and

David Michael Williams, a partner of Draper Fisher Jurvetson for the Asia Pacific

Region.

The role of the Advisory Board will be to supplement at a high level the Company’s in-

house expertise and relationships in various technology areas, in markets where the

Company wishes to expand its operations, in venture capital investing and fund

management, in strategies for accessing public markets, and generally in assessing the

likely evolution of markets and technologies. Each member of the Advisory Board is

entitled to an annual fee of US$5,000. Options granted to members of the Advisory

Board are disclosed in Appendix III.

STRATEGIC INVESTORS

Draper Fisher Jurvetson currently holds 83,646,000 Shares which will represent

approximately 3.49% of the issued share capital of the Company immediately after

completion of the Share Offer (but before the issue of Shares pursuant to any exercise

of the Over-allotment Option). Draper Fisher Jurvetson is a prominent Silicon Valley

venture capital firm. Draper Fisher Jurvetson will become a Mentor in the M3 programme

allowing techpacific.com access to its network of portfolio companies. A partner of

Draper Fisher Jurvetson has also become a member of the Company’s Advisory Board.

Dell Ventures currently holds 32,761,350 Shares which will represent approximately

1.37% of the issued share capital of techpacific.com immediately after completion of

the Share Offer (but before the issue of Shares pursuant to any exercise of the Over-

allotment Option). Dell Ventures is a limited partnership which is associated with Dell

Computer Corporation and which engages in strategic investment activity. Co-operation

between Dell Ventures and techpacific.com will include the provision of servers and

computer hardware and service to techpacific.com’s offices and incubation centre. A

senior executive of Dell Online with expertise in e-commerce has also become a

member of the Company’s Advisory Board.

Neither of the strategic investors is a significant shareholder for the purposes of the

GEM Listing Rules and, therefore, neither of them have given any undertakings not to

dispose of any of their Shares.

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72

In addition to Draper Fisher Jurvetson and Dell Ventures, a number of techpacific.com’s

existing shareholders provide important support to the Company’s business activitiesby acting as Mentors, by providing advice on matters within their special areas of

expertise, by introducing potential business partners and transactions and by addingvalue in other ways. These shareholders include Softbank Funds, GE Capital, the Fidelity

Group, the Regent Pacific Group and Brierley (through a wholly-owned subsidiary).

COMPETITION

The Directors believe that techpacific.com has developed a distinctive business modelwith regional scalability and the ability to generate a wide variety of business

opportunities. The Directors also believe that techpacific.com’s network of Mentorsincludes some of the most influential investors in the technology sector in Asia.

Whilst the Directors do not believe that there are as yet any direct competitors in Asia

to techpacific.com’s M3 business model, there are a number of areas where competitionexists, and which could pose a threat to the success of the Company.

In particular, the Directors are aware of the existence of a number of small, recently

established companies (in Hong Kong, Singapore and Korea in particular), that areseeking opportunities to invest in early-stage and start-up companies. The proliferation

of these new companies could affect the deal flow of techpacific.com’s M3 programme.

In the incubation area, there are a greater number of more obvious competitors,including property companies and traditional listed companies who may provide

premises for early-stage companies. This form of incubator is common in a variety ofmarkets, especially in Hong Kong and Singapore.

It is still too early to assess the impact of these new entrants into the incubation area,

but the Directors believe that the increasing number of funding and developmentoptions that are becoming available to entrepreneurs means that techpacific.com will

encounter competitive pressure as it develops further.

Investment banks and investment companies may also pose a competitive threat to theCompany’s business. Although techpacific.com’s senior management has good

relationships with a variety of investment banks and investment institutions (many ofwhom are Mentors) these institutions may well deploy more of their resources into a

sector that has thus far been too small to merit such attention.

Another possible indirect competitive threat to techpacific.com’s business may arisefrom smaller technology focused exchanges such as GEM and KOSDAQ. These markets

allow smaller and younger companies to access capital from investors at an earlierstage of their corporate life. These developments may enable some of techpacific.com’s

investors to access deal flow directly rather than through techpacific.com’s M3

programme.

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OTHER ASSETS

Set out below are details of other holdings of the Group:

Shares

Nature of Form of Cost ofName Business Investment Investment Shareholding

US$ million

Daum Communications Korean portal ordinary shares 0.43 0.02%

Corp. (Note 1)

Nirvana Fund (Note 2) Closed end fund ordinary shares 1 2%

NPCL (Note 3) Closed end fund ordinary shares 10 100%

Notes:

(1) Daum Communications Corp. is a KOSDAQ-listed company with a diverse range of shareholders.

(2) The Nirvana Fund is a closed end investment company with committed capital of approximatelyUS$50 million.

(3) NPCL is a wholly owned subsidiary of the Company.

Options over Shares

Set out below are details of options held by techpacific.com over equity in companies

which it has advised:

Nature of Amount ofIssuer Business options Exercise price Option Term

(as a

percentage of

the issuer’s

share capital)

BigSave e-retailer 2.50% US$1.15 per share by 30th April, 2001

5.00% IPO price of BigSave earlier of

30th October, 2002

or 18 months after

listing of BigSave

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Nature of Amount ofIssuer Business options Exercise price Option Term

(as a

percentage of

the issuer’s

share capital)

Planetarabia Internet portal 1.50% US$0.875 per share 30% by 12th

Holdings Inc. November, 2001

30% by 12th

November, 2002

40% by 12th

November, 2003

Entone Technologies Broadband 1.01% US$2.00 per share by 31st December,

Limited infrastructure 2000

Blueskies Online loyalty 2.00% US$32.66 per share earlier of next round

Technologies rewards of funding or

Pte Limited 31st December, 2001

China Markets Financial portal 0.35% US$3.077 per share by 1st August, 2001

Limited

Edge Tech Limited In-store advertising 5.00% US$74.28 per share by 9th May, 2001

systems

Jackpot Asian women’s 5.00% US$425 per share earlier of

International Group portal 28th February,

Limited 2003 or 12 months

after a future IPO

Gogo.com Limited Internet music 5.00% US$1.00 per share by 31st December,

company 2002

MusicZone, Inc. Music directory/ 0.53% US$15 per share earlier of next round

portal of funding or

8th February, 2001

Openrice.com Food and 5.00% US$55.5 per share 31st March 2003

Company Limited restaurant guide

Adshouse Limited Internet-based 5.00% US$374.60 per share earlier of 14th March,

opt-in advertising 2002 or 12 months

after IPO

The Company intends to realise the value of these options when appropriate exit

opportunities arise.

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75

RELATED PARTY TRANSACTIONS

Since its establishment, the Group has entered into certain related party transactions.In the opinion of the Directors, all related party transactions entered into, were carriedout in the ordinary course of business on normal commercial terms. Full details of suchrelated party transactions are set out in section 8 of the accountants’ report in AppendixI to this prospectus.

COMPLIANCE

Registrations

In order to conduct its corporate finance advisory business in Hong Kong,techpacific.com’s Hong Kong subsidiary, TP (HK), is registered as a dealer and as aninvestment adviser with the SFC. At present, the registrations are subject to twoconditions imposed by the SFC. First, the dealer registration is subject to a conditionthat TP (HK) cannot act as the sponsor of an equity issue without the prior consent ofthe SFC. TP (HK) has not yet sought to act as a sponsor. Secondly, TP (HK)’s investmentadvisory registration is subject to conditions which prevent TP (HK) from acting as aportfolio manager and from handling client monies, directly or indirectly. TP (HK)complies with these latter conditions by ensuring that the relevant aspects of its fundmanagement business are conducted by third party fund managers who hold thenecessary registrations. In the case of the Nirvana Fund, this has been achieved throughthe formation of a joint venture with Regent Pacific Group and, in the case of theApplied Research Fund, by forming a joint venture with Softbank China VentureInvestments Limited. However, TP (HK) intends to seek appropriate relaxations of theseconditions to enable it to act as a portfolio manager itself, although no such applicationshave yet been made.

These licences require techpacific.com to undergo periodic or ad-hoc reviews conductedby the SFC. However, as the Group has only recently been established, no suchreviews have yet been carried out.

Compliance officer

The Group’s compliance officer, Robert John Richard Owen, is responsible for allcompliance aspects of the Group’s business, including ensuring that the companieswithin the Group and the relevant staff members carry the necessary registrations andthat the Group complies with all applicable regulations and laws. It is intended that thecompliance officer will report to the Board on a regular basis, at least semi-annually.On a day-to-day basis, the compliance officer will be supported by Paul Chow Wan Hoi,the company secretary, who will also be responsible for ensuring that complianceprocedures are implemented.

Personal dealing

The Group has adopted personal dealing rules which will require all staff members todisclose all of their personal holdings in any securities, whether or not these securities

CURRENT BUSINESS ACTIVITIES

76

relate to investees or clients of the Group. These rules will also require staff to obtainthe prior written approval of the compliance officer or, in the absence of the complianceofficer, a nominated Director before buying or selling any securities. The complianceofficer will, in turn, require the approval of a nominated Director prior to entering intoany dealing in securities for his own personal account.

Compliance procedures

As the Group’s business has developed over a short period of time, the Group hasadopted compliance procedures on an ad-hoc basis. It is anticipated that thesecompliance procedures will be formalised and developed in the future and that theseprocedures will be reviewed on a regular basis.

The Directors believe that the Group is in compliance with all relevant regulations andlaws to which it is subject, although due to current uncertainties surrounding theapplication of regulations to Internet businesses in Hong Kong and elsewhere, therecan be no guarantee that there are no instances of non-compliance.

Capital commitments

Before the Company commits to any investment, it must be approved by the CapitalCommitments Committee, which comprises Robert John Richard Owen, Johnny ChanKok Chung, Ilyas Tariq Khan and Jose Roy Hernandez Borromeo, with a quorum ofthree of these members.

Internal controls

The Directors believe that the Group has adequate internal controls. In particular:

• All bank accounts are subject to appropriate signing authorities.

• The Group’s policy is that, except for investment commitments, all commitmentsundertaken by the Group must first be approved by at least one executiveDirector plus one other executive authorised by the Board.

• The executive Directors are closely involved in the supervision and operation ofthe day-to-day business of the Group.

• Regular management accounts are prepared, both for the purpose of ensuringcompliance with the relevant capital adequacy rules applicable to the Group andto enable the executive Directors to review the Group’s financial position.

Insurance

The Group holds insurance to protect it against claims arising from professionalnegligence or employee infidelity up to a total of US$5 million.

FUTURE PLANS AND STATEMENT OF BUSINESS OBJECTIVES

77

STATEMENT OF BUSINESS OBJECTIVES

The information contained in this section has been included in compliance with Rule

14.19 of the GEM Listing Rules. As the Company is in the business of providing

financial advice and guidance to technology companies, where the pace of change is

rapid, there is no assurance that any of the Directors’ views on the market potential of

the Group will remain unchanged or be capable of being realised. The Group may

adjust its strategies and business objectives according to changes in market conditions.

Thus, certain general or specific business objectives or milestones set out below may

not be attained or realised.

OVERALL BUSINESS OBJECTIVES

The Directors’ key business objective for the Group is to position techpacific.com as

the first choice in Asia for technology businesses seeking to accelerate their

development and access capital.

The Directors believe that techpacific.com has established a significant first mover

advantage and distinct brand awareness in Asia. The Directors believe that the

Company’s business model is capable of rapid and efficient expansion throughout Asia

via local joint venture operations with leading companies. In addition to the ability to

access local Mentor groups through joint ventures, local technology businesses sourced

through the M3 programme or incubation will have access to the Company’s Toolbox.

The Directors intend to expand the Company’s venture capital fund management

business. An increasing proportion of the Group’s equity holdings other than those

which are incubations or Toolbox companies of the Company are expected to be

undertaken by funds under the management of techpacific Venture Capital Limited,

rather than by the Company itself.

SPECIFIC BUSINESS OBJECTIVES

The following are the Directors’ current business objectives. It is possible that they

may vary in response to changing market conditions and opportunities that may arise

in future.

Period I: 3 months ending 30th June, 2000

• Increase the rate at which businesses are listed on Nirvana through the M3

programme, with a target of around twenty five such companies (compared to

the current nineteen)

FUTURE PLANS AND STATEMENT OF BUSINESS OBJECTIVES

78

• Expand incubation facilities in Hong Kong by increasing the space devoted to

this activity from 2,800 sq.ft. to around 20,000 sq.ft.

• Increase the number of incubated companies by selecting around four further

incubation candidates

• Enhance Toolbox services by continuing to acquire significant interests in relevant

companies when the opportunity arises

• Continue to build brand awareness via a regional marketing campaign using

online and offline advertising in publications that are focused on technology and

finance

Period II: 6 months ending 31st December, 2000

• Commence regional expansion of the M3 programme through the establishment

of joint ventures in key markets such as China, Korea and Singapore

• Complete significant or controlling strategic acquisitions to enhance the Toolbox

in particular by acquiring interests in creative web design businesses

• Achieve a profitable exit from at least one holding

• Increase the level of funds under management by launching another technology

venture capital fund

• Expand representation in the USA and the United Kingdom and assist North

American and European companies to expand into Asia

• Invest in expansion of the existing website (it is anticipated that US$1 million will

be devoted to expanding the functionality and content of the website)

Period III: Six months ending 30th June, 2001

• Develop commercial opportunities arising from the expansion of the M3

programme in Greater China and achieve at least two listings in Nirvana sourced

from Greater China

• Further expand the Mentor base regionally, with a special focus on Korea,

Singapore and Australia

• Increase incubation activities regionally by establishing a physical incubation

centre in Singapore

FUTURE PLANS AND STATEMENT OF BUSINESS OBJECTIVES

79

• Establish further joint ventures in regional markets, including India, Thailand,

Taiwan and possibly the Middle East

• Develop strategic relationships with incubators in the USA

• Continue strategic expansion into North America and Europe by hiring specialist

staff to assist Asian companies to enter these markets

Period IV: Six months ending 31st December, 2001

• A more comprehensive roll-out of M3 programme in Asia, including Singapore,

India, Korea and Taiwan

• Full roll-out of regional incubation in the above countries

• Further additions to the Toolbox

• Achieve a public listing for at least three of the M3 programme companies

• Invest in additional technology to further enhance the functionality of

techpacific.com’s website

Period V: Year ending 31st December, 2002

The Directors are of the view that it is not practical to state the Group’s business plans

in detail on a half yearly basis beyond the year ending 31st December, 2001, given

the speed of evolution in technology and its application, and the difficulty of predicting

market conditions. However, the Directors have identified the following matters as

representing the likely major focus of its business objectives for the year ending 31st

December, 2002.

• Continue to add to the techpacific.com Toolbox by further strategic acquisition

• Achieve public market listings for more M3 or incubatee companies

• Increase the number of techpacific.com staff in line with business growth

• Increase investments in incubated businesses

• Invest in further developing techpacific.com’s brand awareness among investors

and entrepreneurs across the region and in selected markets abroad

• Possibly seek local public listings for some of the Company’s regional subsidiaries

FUTURE PLANS AND STATEMENT OF BUSINESS OBJECTIVES

80

The following table shows the estimated allocation of the net proceeds from the Share

Offer to the Company’s specific business objectives for the periods mentioned above.

9 months to 6 months to 6 months to Year ending Total31/12/2000 30/6/2001 31/12/2001 31/12/2002

(HK$ million) (HK$ million) (HK$ million) (HK$ million) (HK$ million)

Strategic investments

(joint ventures and

Toolbox) 118.1 43.4 29.5 0 191.0

Incubation 33.8 15.5 15.5 15.5 80.3

Fund management 77.5 0 0 0 77.5

Investment in

technology 11.6 6.8 3.9 3.9 26.2

Brand development 3.2 2.7 2.7 3.5 12.1

Working capital 7.2 5.8 8.3 8.5 29.8

251.4 74.2 59.9 31.4 416.9

BASES AND ASSUMPTIONS

The Directors have made the following assumptions in the preparation of the statement

of specific business objectives for the three years ending 31st December, 2002.

Although the Directors believe such assumptions are reasonable, these assumptions

may prove to be incorrect, in which case the Directors may modify or revise their

business objectives accordingly.

Market assumptions:

1. The market for technology and related businesses will continue to grow, both

globally and in Asia

2. There will be a sustained demand for capital for technology start-ups in Asia

3. There will be a sustained demand for technology and technology-related

investment opportunities in Asia

FUTURE PLANS AND STATEMENT OF BUSINESS OBJECTIVES

81

Human resources:

The Group will be able to attract and retain additional suitably qualified and talented

staff for itself and its incubatees

Business issues:

1. The Group will be able to identify suitable business partners and conclude

agreements with them to form the joint ventures proposed to effect the Group’s

regional expansion

2. The Group will be able to source and conclude strategic investments and

acquisitions for the purposes of expanding the techpacific.com Toolbox

3. The Group will be able to maintain its existing good relationships with its

technology clients and Mentor bases

4. The Group will continue to be able to source attractive incubation and other

investment opportunities in Asia

5. The Group will be able to identify suitable investments for the Nirvana Fund and

to source new capital for its fund management activities

Legal environment:

There will be no material adverse changes in the existing political, legal, fiscal or

economic conditions in Hong Kong or the PRC, or in any countries in which the Group

operates, or intends to operate.

Funding:

The Group’s business plan assumes that the Group will have sufficient financial resources

available to meet its proposed capital commitments. In the event that more business

opportunities arise than those currently anticipated, and if markets permit additional

fund-raising on favourable terms or the Group achieves substantial additional income

from disposals, the Group may seek to accelarate and/or expand its stated business

objectives.

USE OF PROCEEDS

82

USE OF PROCEEDS

The Directors believe that techpacific.com has established a significant first moveradvantage in its chosen field, due mainly to the fact that there are (as far as theDirectors are aware) no other companies providing a comparable range of servicesfocused exclusively on the technology sector on an Asia-wide basis. In order to furtherincrease and consolidate its first mover lead, techpacific.com is raising additionalcapital through the Share Offer.

The net proceeds of the Share Offer, after deducting related expenses, and assumingan Offer Price of HK$1.53 per Share (being the mid-point of the stated range of theOffer Price of between HK$1.38 and HK$1.68 per Share) are estimated to amount toapproximately HK$417 million. It is presently intended that the net proceeds will beapplied as follows:

• as to approximately HK$191 million to form regional joint ventures and toacquire strategic stakes in companies to enhance techpacific.com’s Toolbox

• as to approximately HK$80 million to expand the Group’s existing incubationactivities, both in capital commitments and in regional scope

• as to approximately HK$78 million to increase the Group’s financialcommitments in its managed funds

• as to approximately HK$26 million to invest in technology that facilitates theexpansion of the Group’s activities regionally; and

• as to approximately HK$12 mil l ion to increase awareness of thetechpacific.com brand and the M3 programme through an advertising andpromotional campaign

• as to the balance of approximately HK$30 million to provide additionalworking capital for the Group and to hire additional staff.

There is no minimum amount that must, in the opinion of the Directors, be raised forthe above purposes, as the Company is not subject to any binding commitments inrespect of any of the above matters.

Should the Over-allotment Option be exercised in full, techpacific.com will receiveadditional net proceeds of approximately HK$66 million which together with the netproceeds from the Share Offer, after deducting related expenses, will amount toapproximately HK$483 million. The Directors intend to use the additional proceedsraised from the Over-allotment Option of approximately HK$66 million to provideHK$40 million additional capital for the Group’s strategic investment programme, HK$12million for incubation activities and as to the balance of HK$14 million for generalworking capital.

USE OF PROCEEDS

83

To the extent that the net proceeds of the Share Offer are not immediately required for

the above purposes, it is the present intention of the Directors that such net proceeds

will be placed on short-term deposit with financial institutions.

In the event that any part of the business plan of the Group does not materialise or

proceed as planned, the Directors will carefully evaluate the situation and may reallocate

the intended funding to other business plans and/or to new projects of the Group.

Alternatively, the Directors may hold such funding on investment grade deposit for so

long as the Directors consider this course of action to be in the best interests of

techpacific.com and its shareholders taken as a whole.

To the extent that there is any material modification to the use of proceeds as set out

above, the Directors will make an announcement to such effect.

DIRECTORS, SENIOR MANAGEMENT AND STAFF

84

EXECUTIVE DIRECTORS

Robert John Richard Owen, Chairman

Robert John Richard Owen, aged 60, is the Chairman of techpacific.com and isresponsible for overall supervision of the Company’s management and formaintaining relationships with key strategic partners of the Group, its investors andregulators. He is also the Group’s Compliance Officer. He joined the Group in April1999.

Since 1992, he has been Senior Adviser and Director of Nomura International(Hong Kong) Limited and a Director of European Capital Co. Ltd. in London. He isalso a Director of Regent Pacific Group, the International Securities ConsultancyLtd., Sunday Communications Limited and various other enterprises. From 1993-1995, Mr. Owen was a Member of the Council and Regulatory Board of Lloyd’s ofLondon.

In 1988, Mr. Owen was recruited by the Hong Kong government as Adviser onSecurities Markets to implement extensive reforms to the Hong Kong regulatorysystem, which included the establishment of the SFC. In 1989, he became the firstChairman of the SFC where he served until 1992.

Between 1984 and 1988, Mr. Owen was Chairman and Chief Executive of LloydsMerchant Bank, as well as Director of Investment Banking for the Lloyds BankGroup. From 1979-1984, Mr. Owen was Director of Merchant Banking and Director,Asia Pacific, of Lloyds Bank International. Mr. Owen also worked for nine years inthe international capital markets and project financing fields with Morgan Grenfell& Co. Ltd. (1970-1979), becoming a director in 1974.

Mr. Owen graduated from Oxford University in 1961, prior to joining the UnitedKingdom Foreign Office (where he served at the British Embassies in Yaounde andWashington D.C.) and working subsequently at H.M. Treasury in London until 1970.

Johnny Chan Kok Chung, Chief Executive Officer

Johnny Chan Kok Chung, aged 40, is a co-founder of the Group with Ilyas TariqKhan, and directs the strategic development and management of the Company.Prior to joining the Group in August 1999, Mr. Chan was a Managing Director ofBear Stearns Asia Ltd. in Hong Kong, with responsibility for the origination andexecution of equity capital market transactions in Asia. Between 1994 and 1997,Mr. Chan was an Executive Director of Union Bank of Switzerland based in HongKong with responsibility for the origination of equity capital market transactions in

DIRECTORS, SENIOR MANAGEMENT AND STAFF

85

the Greater China region. From 1992 to 1993, Mr. Chan was a Director forCorporate Finance at Citicorp International Limited covering the East Asian region.Prior to that, Mr. Chan served in a number of corporate finance, project financeand credit training functions for Chase Manhattan Bank in Hong Kong, New Yorkand Sydney.

Mr. Chan has been appointed as an assessor in the Hong Kong government’sSmall Entrepreneur Research Assistance Programme under the Innovation andTechnology Fund. Mr. Chan holds a post graduate diploma from the SecuritiesInstitute of Australia, a Master of Business Administration degree from City University,London as well as a Bachelor of Arts (Hons) degree in Economics from City ofLondon University. He became an Associate of the Securities Institute of Australiain 1989 and has been a graduate member of the Institute of Export since 1983.Mr. Chan is also a director of Softech, a joint venture between techpacific.com andSoftbank China Ventures Investments Limited which acts as a manager of theHong Kong government Applied Research Fund.

Ilyas Tariq Khan, Managing Director

Ilyas Tariq Khan, aged 37, is a co-founder of the Group, along with Johnny ChanKok Chung and is responsible for managing and directing the M3 programme andthe Toolbox and, jointly with Jonathan Aiman Hakim, managing techpacific.com’sincubation business. Prior to joining techpacific.com, he was most recently aManaging Director of the International Markets Division of Nomura Internationalplc, based in Hong Kong. Mr. Khan is also a member of the boards of a number oftechnology companies including BigSave (an online e-retailer), Entone TechnologiesLimited (a broadband solution provider), TotalAntiques.com Limited (a business tobusiness antiques commerce business) and WebMedia Group Limited (a NewZealand based creative web design business).

Mr. Khan started his career as an investment banker in 1984 at J. Henry SchroderWagg in London. He has been based in Asia since 1989, and has been responsiblefor building businesses in Asia for various employers.

Mr. Khan was an Executive Director in the Merchant Banking Division of CiticorpInternational Limited (based in Hong Kong) from 1989 to 1993. He became afounding Managing Director in the Equity Corporate Finance and Capital MarketsDivision of Union Bank of Switzerland (based in Hong Kong) between 1993 and1996.

Mr. Khan holds a Bachelor of Arts degree in South Asian Studies from the Universityof London.

DIRECTORS, SENIOR MANAGEMENT AND STAFF

86

NON-EXECUTIVE DIRECTORS

Joseph Tong Tze Kay

Joseph Tong Tze Kay, aged 37, joined the Group in February 2000. He currentlyserves as an Associate Director of Softbank China Venture Investments Limited,responsible for evaluation, financial modelling, due diligence review, deal structuring,negotiation and monitoring of investments. Prior to joining Softbank China VentureInvestments Limited, he was an Associate Director at Nomura China VentureInvestments Limited and Assistant Financial Controller at Wharf Cable Limited duringits start-up period. He is a member of the American Institute of Certified PublicAccountants.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Max Carrol Chapman, Jr.

Max Carrol Chapman, Jr., aged 56, joined the Group in March 2000. He heldvarious senior positions in the Nomura Securities group from 1989 to 1999,including Co-Chairman and Chief Executive Officer of Nomura Holding AmericaInc., a member of the main board of Nomura Securities Co Ltd in Tokyo (from1990) and Chairman of Nomura Europe Holding Plc in London (1997 to 1998).

From 1969 to 1989 Mr. Chapman worked for Kidder Peabody & Co as an investmentbanker, director of the fixed income group, director of the global capital marketsgroup and, from 1987 to 1989, President and Chief Operating Officer of theKidder Peabody Group Inc. and President and Chief Executive Officer of KidderPeabody & Co Inc, its investment banking and broker-dealer subsidiary.

Mr. Chapman has been a member of the boards of General Electric Capital Corpand General Electric Financial Services Inc. In 1990 he became a director of theAmerican Stock Exchange (“AMEX”) and was elected Vice Chairman in 1996, aposition he held until the AMEX was sold to the National Association of SecuritiesDealers in 1998.

Mr. Chapman is Chairman of the University of North Carolina at Chapel HillFoundation Investment Fund Inc, as well as a member of the board of overseers ofColumbia University Business School. In addition, he is a director of the NationalFish & Wildlife Foundation and a trustee of the Intrepid Museum Foundation.

From 1968 to 1973, Mr. Chapman served with the United States Marine Corps,where he became a Captain.

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Peter Raymond Clarke

Peter Raymond Clarke, aged 49, joined the Group in March 2000. He is a formerChairman of Merrill Lynch Asia Pacific, a position he held from 1992-1999 and isa permanent resident of Hong Kong.

He was formerly a Managing Director at Salomon Brothers and during a 15 yearcareer with Salomon Brothers, held a variety of management positions in London,Tokyo and New York.

He is a graduate of the City of London Business College and, in his early career,worked in the securities industry in London, Sydney and Hong Kong.

Mr. Clarke is currently a member of a number of advisory boards and committeesincluding the Securities and Futures Commission, the Hong Kong Securities Instituteand the Hong Kong University of Science and Technology Business School andremains a Senior Advisor to Merrill Lynch. He is also a board member and memberof the executive committee of the Community Chest.

Francis Yuen Tin Fan

Francis Yuen Tin Fan, aged 47, joined the Group in March 2000. He is DeputyChairman of the Pacific Century Group, Deputy Chairman of Pacific CenturyCyberWorks Limited and Chairman of Pacific Century Insurance Holdings Limited.He has extensive investment banking and business experience in Hong Kong andin Asia.

Mr. Yuen joined Wardley Limited (the merchant banking subsidiary of the HongKong and Shanghai Banking Corporation Limited) in 1977. He left in 1985 toestablish the domestic investment banking unit for Citicorp International Limited inHong Kong. He was made Managing Director of Citicorp Scrimgeour Vickers, HongKong, in October 1986, and joined the firm’s main board in London in 1987.

In 1988, Mr. Yuen was appointed Chief Executive of the Stock Exchange of HongKong Limited and served in that post until 1991. He was a founding director ofHong Kong Securities Clearing Company Limited. From 1992 to 1994 he servedas a member of the International Markets Advisory Board of NASDAQ.

He is Chairman of the Board of Trustees of the Hong Kong Centre for EconomicResearch, a member of the Shanghai People’s Political Consultative Committee,and a member of the Board of Trustees of Fudan University in Shanghai. Mr. Yuenholds a B.A. degree in Economics from the University of Chicago and is a memberof the Board of Trustees of the university.

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ADVISORY BOARD

John Gerard Cantillon

John Gerard Cantillon, aged 35, joined the Advisory Board in March 2000. He isdirector of Dell Online for Dell Computer Corporation, Asia Pacific. In this capacity,he is responsible for driving the growth of Dell’s Internet business across theregion.

As director of Dell Online, Mr. Cantillon leads the company’s regional e-commerceinitiatives including the movement towards growing “frictionless commerce”,development and management of innovative, customer-focused services andresources on Dell’s country websites and virtual computer stores across AsiaPacific.

Mr. Cantillon has been with Dell since 1996. During this time, he has held seniormanagement positions in the Operations and Customer Service Organisations,including assignments in Xiamen (China) and Penang (Malaysia).

Prior to joining Dell, Mr. Cantillon was General Manager – Asia Pacific at InternationalTranslation and Publishing Ltd, a leading publishing and software localizationcompany. His experience includes strategic planning, marketing, sales, businessdevelopment and management across a broad range of assignments in informationtechnology, electronics and telecommunications in Canada, Ireland, Malaysia,Singapore and the United Kingdom.

Mr. Cantillon holds a Bachelor of Engineering degree in electronic engineeringfrom the University of Limerick, Ireland; and a Masters in Scientific Measurementfrom McGill University, Canada.

Henry Cornell

Henry Cornell, aged 43, joined the Advisory Board in March 2000. He is a ManagingDirector of Goldman Sachs & Co.. He is a member of the Global Merchant BankingInvestment Committees for both the firm’s Corporate and Real Estate Investmentactivities. Mr. Cornell has directed over US$2.5 billion of investments includingacquisitions in the United States, Japan, Korea, Taiwan, China, Hong Kong, Thailand,Indonesia and India.

Mr. Cornell serves on the board of directors of Ping An Insurance Company ofChina, Fountain Set (Holdings) Limited, Yue Yuen Industrial (Holdings) Limited, TheDusit Thani Group, Shanghai Central Plaza Property Ltd., Rajadamri Public CompanyLtd., The Kookmin Bank of Korea, Indochina Building Supplies Pte. Ltd., and WirelessCommunications Services.

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Mr. Cornell is a Trustee of The Asian Art Museum in San Francisco, a Trustee ofThe Asia Society in Hong Kong, and a Trustee of Grinnell College. He earned aB.A. from Grinnell College in 1976 and a Juris Doctor degree from New York LawSchool in 1981. Mr. Cornell practiced law with the firm of Davis, Polk & Wardwellfrom 1981 to 1984 in New York and London. Mr. Cornell joined Goldman Sachs &Co. in 1984, moved to Tokyo in 1988 and to Hong Kong in 1992. Mr. Cornell hasrecently relocated to New York. Mr. Cornell was made a Partner of Goldman Sachsin 1994 and a Managing Director in 1998.

David Kim

David Kim, aged 27, joined the Advisory Board in March 2000 and is a Partner forSoftbank in Asia. He has been a Partner with Softbank since January 2000. Heresponsible for venture capital investment in Greater China, Korea and South EastAsia. He also oversees roll-outs into Asia of Softbank affiliated companies in theUSA and coordinates various Softbank entities within Asia.

Prior to joining Softbank, Mr. Kim was the Chief Financial Officer of ChinadotcomCorp. in which capacity he managed the company’s IPO on NASDAQ, as well assupervising a number of mergers, acquisitions and investment activities. Mr. Kimalso oversaw structural, legal and regulatory functions. From April 1997 toDecember 1998, Mr. Kim worked for Lycos Inc., the leading Internet portal, initiallyas Finance and Strategic Planning Manager for Lycos in Asia and subsequently asmanager of Asian Business Development for Lycos, Inc., when he establishedLycos Japan and Lycos Korea.

Mr. Kim previously worked in the High Yield and Leveraged Finance Group ofBankers Trust in Los Angeles. He is a licensed broker/dealer registered in the U.S.

Mr. Kim is a graduate with Honors of Stanford University in Economics andCommunications.

Francis Leung Pak To

Francis Leung Pak To, aged 45, joined the Advisory Board in March 2000. He isthe Vice-Chairman and Managing Director of BNP Prime Peregrine Limited (theholding company of the Sponsor). He has over 19 years of experience in corporatefinance, involving securities origination, underwriting and placing of equities, mergersand acquisitions, corporate restructuring and reorganisations, development capitalinvestments and other general corporate advisory activities. He is a director ofShanghai Industrial Holdings Limited and QPL International Holdings Limited. He isalso a member of the China People’s Political Consultative Committee (Beijing).

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Gary Edward Rieschel

Gary Edward Rieschel, aged 44, joined the Advisory Board in March 2000. He isthe Executive Managing Director of Softbank Venture Capital Inc.. Since joiningSoftbank in January 1996, he has led the firm’s venture capital activities in theUSA. He serves as a director for several portfolio companies and is a member ofSoftbank’s Global Executive Board. Previously, Mr. Rieschel was involved in thehigh technology field for over 15 years. He has held executive positions at nCUBE(1995 as Vice President marketing), Cisco Systems (1993 to 1994 as Director,Worldwide Channels), Sequent Computer Systems (1984 to 1993 as Director andGeneral Manager) and Intel Corporation (1979 to 1982). Mr. Rieschel spent overfour years in Tokyo as General Manager of Sequent Computer Systems’ Asianoperation. Mr. Rieschel holds a Bachelor of Arts degree in Biology from ReedCollege and a Master of Business Administration degree from Harvard BusinessSchool.

Wong Kok Siew

Wong Kok Siew, aged 53, joined the Advisory Board in March 2000. He is Presidentand Chief Executive Officer of SembCorp Industries Limited. SembCorp IndustriesLimited was formed in 1998 through a merger of Sembawang Corporation andSingapore Technologies Industrial Corporation (“STIC”).

Mr. Wong is also non-executive Chairman of Nomura Singapore and a director ofAsia Food & Properties (Singapore), Brierley and British-American Tobacco plc. Heis also Deputy Chairman of the Singapore Trade Development Board.

From 1989 to 1995, Mr. Wong was President of STIC, during which time he builtup and expanded the operations of STIC, as well as leading the company throughits public listing on the Stock Exchange of Singapore in 1993. He had been amember of the STIC’s top management since 1983. He served as General Managerof its construction and financial services companies before being chosen to headSTIC in 1989.

Mr. Wong graduated from McGill University, Canada in 1970 with a Bachelor ofEngineering (Distinction) under a Colombo Plan Scholarship. He holds an MBAdegree from McMaster University, Canada and has attended Harvard University’sAdvanced Mangement Program. Mr. Wong is a Professional Engineer (Singapore)and a Chartered Engineer (UK).

David Michael Williams

David Michael Williams, aged 31, joined the Advisory Board in March 2000. Hejoined Draper Fisher Jurvetson in February 2000 as a partner for the Asia Pacificregion. He was previously with Merrill Lynch Asia Pacific Limited where he was

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Head of the Emerging Markets Internet Investment Banking Group (Asia and LatinAmerica), based in Hong Kong and Palo Alto. His previous position was Head ofthe Asia Pacific Internet Investment Banking Group, based in Hong Kong.

Mr. Williams joined Salomon Brothers Inc in 1991 and worked in a number ofinvestment banking positions in Chicago and New York before joining the firm’stechnology mergers & acquisitions effort in California. He moved to Hong Kong inJuly 1997 to join the firm’s Asia Pacific Telecoms, Media & Internet Group.

In the years 1994 to 1996, Mr. Williams temporarily left Salomon Smith Barney toattend the Stanford Graduate School of Business. During this period he worked asa consultant to a number of technology, media and communications start-ups andco-founded Williams Capital Management a public equities investment managementfirm (with approximately US$60 million in managed assets at present).

Mr. Williams sits on the Advisory Board of Netease.com Inc. and remains an Advisorto Merrill Lynch’s Emerging Markets Internet Investment Banking Group.

AUDIT COMMITTEE

The Company established an audit committee on 31st March, 2000 in compliancewith Rules 5.23 and 5.24 of the GEM Listing Rules. The audit committee comprisestwo of the independent non-executive Directors, Peter Raymond Clarke (who willact as chairman of the audit committee) and Francis Yuen Tin Fan, together withRobert John Richard Owen, the Chairman of the Company. The primary duties ofthe audit committee are to review and supervise the financial reporting processand internal control systems of the Group.

SENIOR MANAGEMENT

Jose Roy Hernandez Borromeo, Chief Operating Officer

Jose Roy Hernandez Borromeo, aged 44, joined the Group in March, 1999 and isresponsible for the fund management businesses of techpacific.com. Prior to joiningthe Group, Mr. Borromeo was Managing Director of Credit Lyonnais Securities inManila, with responsibility for stock broking and investment banking activities.From 1996 to 1997, Mr. Borromeo was Deputy General Manager of ABN AMROBank in the Philippines and concurrently Head of the Structured Finance andCommercial Banking Groups. In this position, Mr. Borromeo was responsible fororiginating and leading several corporate advisory transactions and internationalfund raising mandates. Between 1994 and 1996, Mr. Borromeo was a Director forEquity Capital Markets at Union Bank of Switzerland in Hong Kong and from 1993to 1994 was a Director of Corporate Finance at Citicorp International Limited inHong Kong.

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Mr. Borromeo has a Masters degree in Business Management from the AsianInstitute of Management in Manila. He also has a Bachelor of Science degree inIndustrial Management Engineering from the De La Salle University in the Philippines.

Christopher Birrell, Chief Technology Officer

Christopher Birrell, aged 34, joined the Group in March 2000 as Chief TechnologyOfficer. Prior to joining techpacific.com, he was a director of DASCOM Inc., a USAdeveloper of encryption software for web-based businesses, which was acquiredby IBM in 1999. At DASCOM Inc. he founded the professional services division.His focus at DASCOM Inc. was enabling secure electronic business to be carriedout through DASCOM Inc’s authorisation technology, which was re-branded “TivoliSecure Way” following the purchase of DASCOM Inc. by IBM. Mr. Birrell workedwith a number of Fortune 100 companies at DASCOM Inc., including GeneralMotors, Chase Manhattan Bank, Bank of America, Bell Atlantic, EDS, First USA,Freddie Mac, T. Rowe Price and First USA.

Mr. Birrell was previously responsible for overseeing the technology developmentof iMagic Infomedia Technology Limited’s Power Phone product for New WorldTelephone Limited and the design and deployment of the Hong Kong JockeyClub’s Cashbet Network infrastructure.

Mr. Birrell has a Bachelor of Applied Science in Computer Science degree fromCurtin University, Australia.

Yuda Udomritthiruj

Yuda Udomritthiruj, aged 34, joined the Group in May 1999 as a director of theM3 programme. Ms. Udomritthiruj worked at Skadden, Arps, Slate, Meagher & Flomin Hong Kong from 1993 to 1995 as a lawyer, providing US securities law adviceto Asian companies and their bankers who were in the process of organising fundraisings via Global Depository Receipts or American Depository Receipts. From1991 to 1993, she worked for a Hong Kong law firm, and was mainly involved ingeneral corporate work, including corporate restructurings and mergers andacquisitions. In 1990, she worked for the United Nations in New York as a researchanalyst for the Economics Unit with specific responsibility for researchinginternational trade issues.

Ms. Udomritthiruj obtained a Bachelor of Arts degrees in Economics and inGovernment and Politics from the University of Maryland in 1986. She has alsoobtained honours joint degrees with a Masters of Science in Foreign Service and aJuris Doctor degree in Law from Georgetown University. She was admitted as aMember of the New York Bar in 1993.

Ms. Udomritthiruj is the wife of Johnny Chan.

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Stephen Christopher Smith

Stephen Christopher Smith, aged 31, joined the Group in May 1999 as a SeniorAssociate in the M3 programme. He is responsible for the review of and initialapproval to proceed with each M3 investment as well as heading deal execution.Mr Smith also serves on the boards of several investee companies, includingGogo.com Limited and AsiaAntiques.com Limited.

Prior to joining techpacific.com, he was an Associate Director of European CapitalCompany Limited, a project and corporate finance house, based in London, wherehe was responsible for structuring and negotiating project finance packages andarranging corporate debt financings. From 1991 to 1994, Mr. Smith was employedby Ernst & Young where he qualified as a Chartered Accountant.

Mr. Smith graduated from Bristol University in 1991 with a Joint Honours Bachelorof Science degree in Economics and Mathematics. He is a member of the Instituteof Chartered Accountants in England and Wales.

Paul Chow Wan Hoi

Paul Chow Wan Hoi, aged 44, joined the Group in March 2000 with responsibilityfor finance and administrative matters. Mr. Chow is also the Company Secretary.Prior to joining techpacific.com., Mr. Chow ran his own consulting practice coveringboth Hong Kong and the PRC. Prior to that, he was the Chief Finance Officer andFinance Director of a private international garment group based in Hong Kong.Between 1985 and 1994, Mr. Chow was employed in the audit and businessconsulting division of Arthur Andersen in both their Sydney and Hong Kong offices.He is an Associate of both the Institute of Chartered Accountants in England andWales, and the Institute of Chartered Accountants in Australia. He is also a Fellowof the Hong Kong Society of Accountants.

Winnie Sin Wing Hung

Winnie Sin Wing Hung, aged 34, joined the Group in February 2000 withresponsibil i ty for f inance and administration activit ies. Prior to joiningtechpacific.com, Ms. Sin was an accounting manager at Century City InternationalHoldings Limited, a Hong Kong listed company. Prior to that she worked atPricewaterhouseCoopers.

Ms. Sin is a Fellow of the Association of Chartered Certified Accountants and isalso an Associate of the Hong Kong Society of Accountants. She graduated fromthe Hong Kong Polytechnic University in 1988.

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Ali Jehangir Siddiqui

Ali Jehangir Siddiqui, aged 23, has been with the Group since its inception as atechnology and financial analyst. He is primarily responsible for M3 transactions.Mr. Siddiqui started his first technology company in 1992 (Advance Micro Research(Private) Limited, sold in 1995) and has since been involved in creating and advisinga number of technology start-ups in the USA and United Kingdom.

Mr. Siddiqui serves on the boards of directors of a number of companies, includingPlanetarabia Holdings Inc. He received his Bachelor of Arts degree in Economicsfrom Cornell University.

Kenyon Lee Kam Lun

Kenyon Lee Kam Lun, aged 24, joined the Group in June 1999 as a technologyand financial analyst and is responsible for M3 transactions and techpacific.com’swebsite. Prior to that, he was the webmaster at Credit Lyonnais Securities (Asia)Limited. He was also a developer at iMagic Infomedia Technology Limited, a makerof multimedia payphones. Since 1995, Mr. Lee has worked on various Internet-related projects, for companies including Ernst & Young LLP, Poppe.com (nowModem Media) and Spyglass.

Mr. Lee studied Electrical Engineering at Curtin University in Australia. Heparticipated in the student exchange programme at the University of Illinois in1995. Mr. Lee expects to complete his Master of Business in Information Technologyat Curtin University in Australia in 2000.

Patrick Yeung Chung Hang

Patrick Yeung Chung Hang, aged 26, joined the Group in October 1999. He is aTechnology and Financial Analyst with techpacific.com and is responsible forinvestment banking and M3 activities. Prior to that, he worked as an Analyst at BearStearns Asia Limited and Salomon Smith Barney Hong Kong Limited, focusing oncapital markets and mergers and acquisitions transactions in the telecom andinfrastructure sectors. He also worked as a system engineer for a start-up Internetservice provider in Hong Kong called Asia Pacific CompuNet Limited in 1995 andas a summer associate in the Enterprise Technology department of Goldman Sachs(Asia) L.L.C. in 1996. Mr. Yeung holds a Bachelor of Science degree from theMassachusetts Institute of Technology majoring in electrical science and engineering.He is also a member of the Eta Kappa Nu Engineering Honor Society and anAssociate Member of the Sigma XI National Engineering Honor Society.

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Jonathan Aiman Hakim

Jonathan Aiman Hakim, aged 28, joined the Group in March 2000 to head uptechpacific.com’s incubation center. Mr. Hakim brings with him extensive start-upexperience. He started his Internet career in Asia in 1995 as Sales Manager forHuge Net Ltd., one of the first Internet service providers in Hong Kong, and in1996 joined Asia, Inc. Online to run one of the first financial portals in Asia. In1997, he co-founded Boom Securities (H.K.) Limited (Boom.com), Asia’s first Internetstockbroker and winner of Internet World Asia’s award for best business to consumerwebsite. Mr. Hakim is also a founder of IandI Asia which won Internet World Asia’sImpact Award for charitable contribution to the Net Community. Most recently, Mr.Hakim co-founded Gorilla Communications Group.

Mr. Hakim holds a Bachelor degree in Computer Science and Economics fromNorthwestern University.

Vicki Lim Yeon Sun

Vicki Lim Yeon Sun, aged 23, joined the Group in January 2000 as a technologyand financial analyst and is responsible for working with entrepreneurs in M3

transactions. Prior to joining techpacific.com, Ms. Lim was a corporate financeanalyst with Bear Stearns Asia Ltd in Hong Kong where she gained experience inthe execution of Internet financing, including the IPOs of Korea Thrunet andMediaRing.com. Ms. Lim started her investment banking career in the LeveragedFinance Group of Goldman Sachs in New York where she assisted in the executionof various high yield and bank loan financing. She also has experience in corporateand intellectual property law with Kim & Chang in Korea.

Ms. Lim holds a dual Bachelor of Arts degree in Economics and English Literaturefrom Stanford University.

Claudia Euna Ko

Claudia Euna Ko, aged 32, joined the Group in February 2000 as the chief liaisonand representative working with techpacific.com’s Mentors. Prior to joining the Group, Ms. Ko worked forBloomberg LP’s Korea Sales Division from 1997 to 2000, and was instrumental inliaising with Korean clients and establishing Bloomberg LP’s presence in the Koreanmarket. From 1993 to 1997 she gained significant financing experience whileworking on real estate investments for J.Y. Ko & Associates as well as Korea FirstBank in New York. Ms. Ko started her career with Adrienne Vittadini, working infinance and accounting as well as in merchandising.

Ms. Ko holds a Bachelor of Arts degree in Economics and Political Analysis fromMills College.

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Mimi Lam Chui Fung

Mimi Lam Chui Fung, aged 34, joined the Group in March 2000 to assist in thetechnical development of start-up ventures in the M3 programme and will be workingdirectly with techpacif ic.com’s Chief Technical Off icer. Prior to joiningtechpacific.com, Ms. Lam was Senior Systems Analyst at Cable & Wireless HKTIMS, where she was responsible for the development, testing and deployment ofnew products and services. Prior to this, Ms. Lam was Technical Services Managerfor iMagic Informedia Technology Limited, the maker of Asia’s first multimediapayphones. From 1993 to 1997, Ms. Lam was Systems Engineer for The RoyalHong Kong Jockey Club, where she was responsible for implementing the club’s e-mail system project, Internet services project and Cashbet Network Replacementproject. She started her career as Network Systems Engineer for InterSolutions in1992.

Ms. Lam holds Bachelor and Masters degrees in Computer and Information Sciencefrom Brooklyn College at City University of New York.

Raymond Chuk Ngai Man

Raymond Chuk Ngai Man, aged 26, joined the Group in February 2000 as atechnology and financial analyst and is responsible for working with enterpreneursin M3 transactions. Prior to joining techpacific.com, Mr. Chuk was Research CenterManager and Senior Research Assistant at the Hong Kong Institute of Education,where he was responsible for promoting technological creativity with HK$3.8 millionin funding. He authored three proposals based upon his research during this time.Prior to this, Mr. Chuk was a MIS Consultant for Avon Canada, Inc. and anExperimental Engineering Consultant for Bombardier-Canadair Inc, where hedesigned a rapid protoyping system to allow protoype manufacture worldwide viathe Internet. Mr. Chuk was also a Consultant to Nortel Networks Corporation.

Mr. Chuk holds both a Bachelor of Engineering degree and a Master of Engineeringdegree from McGill University. Additionally he holds a Securities Broker ExaminationCertificate from The Stock Exchange of Hong Kong Limited.

Lisa Mok Hai Mann

Lisa Mok Hai Mann, aged 27, joined the Group in February 2000 as a technologyand financial analyst and is responsible for working with the entrepreneurs in M3

transactions. Prior to joining techpacific.com, Ms. Mok was a Manager in theStructured Products Division for HSBC Treasury and Capital Markets from 1996 to1999, where she was primarily involved in developing risk products using second-generation derivatives. She also developed hedging strategies and various

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investment ideas, as well as working on HSBC’s overall business strategy. Prior tothis, Ms. Mok was an Analyst in the Derivatives Division at Republic National Bankof New York and an Analyst at Marlin Land (Cushman & Wakefield), both in HongKong.

Ms. Mok holds a Bachelor of Science degree with Honors in Mathematics OperationalResearch, Statistics and Economics from the University of Warwick.

Laurens William Cook (Tim Cook)

Laurens William Cook (Tim Cook), aged 38, joined the Group in January 2000 asthe Chief Representative of the Company in the USA. Prior to joining the Group, hewas a Senior Managing Director with Bear Stearns & Co, New York responsible forbuilding up the sales, trading and research operation which provides research anddistribution of Asian equities to global institutions. From 1989 to 1994, Mr. Cookwas a Director and Head of Institutional Equity Sales with Jardine Fleming Securitiesin Hong Kong. Between 1987 and 1989, he worked in the Institutional EquitySales department with Morgan Stanley in both Hong Kong and Tokyo. Mr. Cookobtained a Bachelor of Arts degree from Washington and Lee University and wasan exchange student with the Chinese University of Hong Kong in 1984.

Ahmad Salam

Ahmad Salam, aged 39, has since September 1999 been a consultant totechpacific.com, for technology business opportunities in the United Kingdom.

Mr. Salam started his career at N.M. Rothschild & Sons in 1983 after graduatingfrom University College London with a degree in Economics. He began coveringthe Gulf region in 1988 whilst at Chase Investment Bank, and has worked in fixedincome and derivative sales for Paribas, Credit Suisse First Boston and Oppenheimer,where he was Head of Sales.

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STAFF

Overview of staff numbers

As at the Latest Practicable Date, the Group had 28 full time employees. Abreakdown by function is set out as follows:

Management 4Administration and finance 3Fund management 1Support 4The M3 programme, incubation and Toolbox 13Overseas representatives 3

Total 28

Relationship with employees

The Group has not experienced any significant labour disputes which led to thedisruption of its normal business operations. The Directors consider that the Groupmaintains a good relationship with its employees.

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SUBSTANTIAL SHAREHOLDERS

So far as the Directors are aware, after completion of the Share Offer but taking no

account of any Shares which may be issued upon the exercise of the Over-allotment

Option, the only persons directly or indirectly entitled to exercise or control the exercise

of 10% or more of the voting power at general meetings of techpacific.com, or otherwise

interested in 10% or more of the issued share capital of techpacific.com will be:

Percentage of issuedshare capital

after completion of

Shareholder Number of Shares the Share Offer

Ilyas Tariq Khan(1) 591,140,223 24.63%

tekbanc(2) 302,055,000 12.59%

ECK & Partners Limited(3) 325,290,000 13.56%

Notes:

(1) The interests of Ilyas Tariq Khan are inclusive of both his personal and corporate interests asdetailed in section headed “Further information about Directors, Senior Management and Staff”in Appendix III to this prospectus. Please note that the information above, and the informationcontained in Appendix III to this prospectus have been prepared on a basis consistent with theoperation of the SDI Ordinance which attributes all 325,290,000 Shares held by ECK & PartnersLimited to Ilyas Tariq Khan notwithstanding that it is only beneficially owned by him as to61.43%.

(2) tekbanc is wholly-owned by the Kuwait Fund for Arab Economic Development, a developmentfinance organisation owned by the government of Kuwait.

(3) ECK & Partners Limited holds a direct interest in 325,290,000 Shares. Ilyas Tariq Khan isbeneficially interested in 61.43% of the share capital of ECK & Partners Limited and, therefore,Ilyas Tariq Khan is also interested in these 325,290,000 Shares which are duplicated withinthe 591,140,223 Shares in which Ilyas Tariq Khan is interested.

INITIAL MANAGEMENT SHAREHOLDERS

So far as the Directors are aware, after completion of the Share Offer, the only persons

who will be initial management shareholders as defined in the GEM Listing Rules will

be Robert John Richard Owen, Johnny Chan Kok Chung and Ilyas Tariq Khan, (together

with the companies through which parts of their interests are held, namely, TW Indus

Ltd., which is controlled by Ilyas Tariq Khan, and ECK & Partners Limited which is

owned by Robert John Richard Owen, Johnny Chan Kok Chung and Ilyas Tariq Khan)

and Francis Yuen Tin Fan who together with his wife owns Latlink Investments Limited,

Max Carrol Chapman, Jr, Jose Roy Hernandez Borromeo, Ali Jehangir Siddiqui (partly

through Startup Group Inc.), and the Softbank Funds (collectively, the “Initial Management

Shareholders”). Details of the shareholdings of, and Shares held under options held by,

each of the Initial Management Shareholders after completion of the Share Offer (but

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100

taking no account of any Shares that may be issued upon the exercise of the Over-

allotment Option) are as follows:

Percentage ofissued share capital

after completion Number of SharesShareholder Number of Shares of the Share Offer under Option

Robert John(1)

Richard Owen 170,535,606 7.11% 19,828,749

Johnny Chan

Kok Chung(1) 283,174,239 11.80% 65,062,647

Ilyas Tariq Khan(1) 465,671,223 19.41% 21,952,428

Francis Yuen

Tin Fan(2) 929,400 0.04% 4,647,000

Max Carrol

Chapman, Jr. 14,744,931 0.61% 4,647,000

Jose Roy Hernandez

Borromeo 100,101,027 4.17% 16,822,140

Ali Jehangir

Siddiqui(3) 62,502,150 2.60% 4,647,000

Softbank Internet

Fund 79,691,403 3.32% –

SOFTVEN No. 2

Investment Enterprise

Partnership 40,954,011 1.71% –

Notes:

1. For a breakdown of these figures, please refer to the section headed “Shareholdings” on page54.

2. The interests of Francis Yuen Tin Fan are held by Latlink Investments Limited which is beneficiallyowned, as to 50%, by Francis Yuen Tin Fan and, as to the balance, by his wife.

3. The interests of Ali Jehangir Siddiqui include the 34,620,150 Shares owned by StartupGroupInc. StartupGroup Inc. is beneficially wholly-owned by Ali Jehangir Siddiqui.

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Each of the Initial Management Shareholders has undertaken with the Stock Exchange,

the Company, BNP Prime Peregrine Securities (on behalf of the Underwriters) that (i)

for a period of six months from the date on which dealings in the Shares first commence

on GEM, they will not, save as provided in Rule 13.17 of the GEM Listing Rules,

dispose of (or enter into any agreement to dispose of) nor permit the registered holder

to dispose of (or enter into any agreement to dispose of) any of their direct or indirect

interests in the Shares; and (ii) they will place in escrow, with an escrow agent acceptable

to the Stock Exchange, their Shares for a period of six months from the date on which

dealings in the Shares first commence on GEM; and (iii) they will comply with the

requirements under Rule 13.20 of the GEM Listing Rules.

Furthermore, each of Robert John Richard Owen, Johnny Chan Kok Chung and Ilyas

Tariq Khan, ECK & Partners Limited and TW Indus Ltd. has undertaken with the Stock

Exchange, the Company and BNP Prime Peregrine Securities (on behalf of the

Underwriters) that (i) none of them will dispose of their shareholding in techpacific.com

in the second six month period after listing if such disposal would result in their

aggregate shareholding representing less than 35% of the voting power at general

meetings of techpacific.com; and (ii) they will retain in escrow, for the second period

of six months from the date on which dealings in the Shares first commence on GEM,

Shares which represent not less than 35% of the voting power at general meetings of

techpacific.com. Such undertakings have been given pursuant to the existing

requirements of the GEM Listing Rules which have been relaxed under a waiver granted

by the Stock Exchange, particulars of which are set out in the paragraph headed

“Moratorium period” in the section headed “Waivers from compliance with the GEM

Listing Rules” of this prospectus.

SIGNIFICANT SHAREHOLDERS

So far as the Directors are aware, and save as otherwise disclosed in this prospectus,

after completion of the Share Offer (but taking no account of any Shares that may be

issued upon the exercise of the Over-allotment Option), the only persons who will be

significant shareholders, as defined in the GEM Listing Rules, will be:

Regent Pacific Group, a company incorporated in the Cayman Islands, listed on the

Stock Exchange (135,924,750 Shares representing 5.66% of the issued Shares after

completion of the Share Offer);

tekbanc, a company incorporated in the British Virgin Islands, wholly-owned by the

Kuwait Fund for Arab Economic Development (302,055,000 Shares representing

12.59% of the issued Shares after completion of the Share Offer);

SUBSTANTIAL, INITIAL MANAGEMENT AND SIGNIFICANT SHAREHOLDERS

102

Each of Regent Pacific Group and tekbanc has undertaken with the Stock Exchange,

the Company and BNP Prime Peregrine Securities (on behalf of the Underwriters) that

(i) for a period of six months from the date on which dealings in the Shares first

commence on GEM they will not dispose of (or enter into any agreement to dispose of)

nor permit the registered holder to dispose of (or enter into any agreement to dispose

of) any of their respective direct or indirect interests in Shares; and (ii) they will place

in escrow, with an escrow agent acceptable to the Stock Exchange, their Shares for a

period of six months from the date on which dealings in the Shares first commence on

GEM.

INTERESTS IN TECHPACIFIC.COM’s SUBSIDIARIES

So far as the Directors are aware, immediately following completion of the Share Offer,

the only holder of 10% or more of the voting rights at general meetings of any

subsidiary of techpacific.com (other than members of the Group) will be:

Name of subsidiary Name of shareholder Percentage interest

TP.com VC Regent Pacific 24.9%

Group

SHARE CAPITAL

103

US$

Authorised share capital:

20,001,000,000 Shares 20,001,000

Shares issued or to be issued, fully paid or credited as fully paid:

2,099,677,245 Shares in issue (Note 1) 2,099,677

300,000,000 Shares to be issued under the

Share Offer (Note 2) 300,000

Total Shares issued and to be issued:

2,399,677,245 Shares 2,399,677

Note 1: The 2,099,677,245 Shares in issue are comprised of 4,518,350 Shares in issue prior to 3rdApril, 2000 and 2,095,158,895 bonus Shares approved to be issued by the shareholders on3rd April, 2000.

The minimum level of public float to be maintained by techpacific.com at all times after

listing, under the GEM Listing Rules, is 15% of its share capital in issue from time to

time.

Notes:

1. Assumptions

This table assumes that the Share Offer becomes unconditional.

It takes no account of any Shares which may be issued under the Over-allotment Option, anyShares which may be issued upon the exercise of options granted under the Pre-IPO ShareOption Plan or the Share Option Scheme, or which may be allotted and issued under thegeneral mandate (see note 4 below), or which may be repurchased by techpacific.com pursuantto the share repurchase mandate (see note 5 below).

2. Ranking

The Public Offer Shares and the Placing Shares will rank pari passu with all Shares in issue orto be issued as mentioned in this prospectus, and will qualify for all dividends and otherdistributions declared, made or paid on the Shares after the date of this prospectus.

3. Share options

techpacific.com has in place the Pre-IPO Share Option Plan and has outstanding “Pre-IPO”share options thereunder to subscribe for 409,177,664 Shares to a number of grantees, beingemployees and directors of the Group. A summary of the main terms of the Pre-IPO ShareOption Plan and particulars of the options granted are set out in the section headed “ShareOptions” in Appendix III to this prospectus. No further options will be granted under the Pre-IPO Share Option Plan after the listing of techpacific.com. On full exercise of all Pre-IPO shareoptions 409,177,664 Shares will be issued representing 17.05% of the issued Sharesimmediately after the Share Offer (but excluding the exercise of options granted under the Pre-IPO Share Option Plan and the Share Option Scheme and the issue of Shares upon anyexercise of the Over-allotment Option).

techpacific.com has conditionally adopted the Share Option Scheme, a summary of the mainterms of which is set out in the section headed “Share Options” in Appendix III to this prospectus.Under the Share Option Scheme, full-time employees (including executive Directors) of theGroup may be granted options which entitle them to subscribe for Shares representing up to amaximum, when aggregated with any securities subject to any other share option scheme(s) oftechpacific.com including the “Pre-IPO” share options referred to above, of 30% of the issuedcapital of techpacific.com from time to time (excluding Shares which may be issued upon the

SHARE CAPITAL

104

exercise of options granted under the Pre-IPO Share Option Plan, the Share Option Schemeand any other share option scheme(s) of techpacific.com).

An aggregate of 64,360,950 options have been granted immediately prior to the listing dateunder the Share Option Scheme at an exercise price equivalent to the Offer Price . Details ofthe grantees are set out in the section headed “Share Options” in Appendix III to this prospectus.Assuming full exercise of these options, the dilution effect will be 2.6%.

4. General mandate to issue new Shares

The Directors have been granted a general mandate to allot and issue Shares in the sharecapital of techpacific.com with a total nominal value of not more than the sum of:

(a) 20% of the total nominal amount of the share capital of techpacific.com in issueimmediately following the completion of the Share Offer (including the share capitalwhich may be issued pursuant to the exercise of the Over-allotment Option); and

(b) the total number of Shares repurchased by techpacific.com under the mandate asmentioned in note 5 below.

The Directors may, in addition to the Shares which they are authorised to issue under themandate, allot and issue Shares under a rights issue, scrip dividend scheme or similararrangement or upon the exercise of options granted under the Share Option Scheme or thePre-IPO Share Option Plan.

This mandate will expire:

• at the end of techpacific.com’s next annual general meeting; or

• at the end of the period within which techpacific.com is required by applicable law orits articles of association to hold its next annual general meeting; or

• when varied or revoked by an ordinary resolution of the shareholders of techpacific.comin general meeting;

whichever is the earliest.

Further information on this general mandate is contained in the section “Shareholders’ meetingof techpacific.com dated 3rd April, 2000” in Appendix III to this prospectus.

5. General mandate to repurchase Shares

The Directors have been granted a general mandate to exercise all the powers of techpacific.comto repurchase Shares with a total nominal value of not more than 10% of the total nominalamount of the share capital of techpacific.com in issue immediately following the completion ofthe Share Offer (including the Shares which may be issued pursuant to the Over-allotmentOption).

This mandate only relates to repurchases made on the Stock Exchange or on any other stockexchange on which the Shares are listed (and which is recognised by the SFC and the StockExchange for this purpose), and which are made in accordance with the GEM Listing Rules. Asummary of the relevant GEM Listing Rules is set out in the section headed “Repurchase bytechpacific.com of its own securities” in Appendix III to this prospectus.

This mandate will expire:

• at the end of techpacific.com’s next annual general meeting; or

• at the end of the period within which techpacific.com is required by applicable law orits articles of association to hold its next annual general meeting; or

• when varied or revoked by an ordinary resolution of the shareholders of techpacific.comin general meeting;

whichever is the earliest.

FINANCIAL INFORMATION

105

INDEBTEDNESS

Borrowings

As at the close of business on 31st January, 2000, being the latest practicable datefor the purposes of this indebtedness statement, the Group did not have any outstandingborrowings, loans, finance leases or hire purchase payables.

Debt securities

As at 31st January, 2000, the Group had no debt securities issued outstanding, orauthorised or otherwise created but unissued.

Mortgages and charges

As at 31st January, 2000, the Group had no mortgages or charges.

Contingent liabilities

Except as described in the paragraph headed “Intellectual Property Violations” underthe section “Risk Factors”, as at 31st January, 2000, the Group had no materialcontingent liabilities or liabilities under guarantees.

Disclaimer

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities,neither the Company nor any of its subsidiaries, as at the close of business on 31stJanuary, 2000, had any outstanding loan capital issued or agreed to be issued, bankoverdrafts, loans, debt securities or other similar indebtedness, liabilities underacceptance (other than normal trade bills) or acceptance credits, debentures, mortgages,charges, finance lease or hire purchase commitments, guarantees or other materialcontingent liabilities.

The Directors confirm that since 31st January, 2000 there has been no materialchange in the indebtedness position and contingent liabilities of the Group.

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

Net current assets

As at 31st January, 2000, the Group had net current assets of US$4.1 million. Currentassets comprised cash at bank of US$4.6 million and debtors and prepayments ofUS$1.3 mill ion. Current liabilit ies comprised other creditors and accruals ofapproximately US$1.8 million. The Group has financed its operations through equity

FINANCIAL INFORMATION

106

capital. The Group did not have any debt securities or loan capital as at the same datethat would require any cash outlay for settlement.

Capital commitments and other commitments

As at 31st January, 2000, the Group had authorized investment commitments for

amounts totalling US$0.3 million.

Directors’ opinion of the net asset position

Taking into account the net proceeds of the Share Offer, the Directors believe that the

Group has sufficient net current assets to meet its present capital expenditure and

working capital requirements.

Working capital

Taking into account the net proceeds of the Share Offer, the Directors are of the

opinion that the Group has sufficient working capital for its present requirements.

Foreign exchange risk

Substantially all of the Group’s revenues are denominated in United States dollars,

while substantially all of the Group’s operating expenses are denominated in Hong

Kong dollars. As a result, the Group’s net operating cash flows could be impacted by

any fluctuations in the exchange rate between the United States dollar and the Hong

Kong dollar. Based on the historical behaviour of this exchange rate, the Directors do

not consider that the Group is exposed to any material foreign currency exchange risk,

and the Group has not engaged in any foreign exchange hedging transactions.

FINANCIAL INFORMATION

107

TRADING RECORD

The following is a summary of the combined results of the Group between 5th December,1998 and 31st December, 1999. The Group’s business commenced on 5th December,1998 following the commitment of capital by a third party investor. TP (HK) wasincorporated on 24th February, 1999 to take over and continue the business. Thecombined results are prepared on the basis set out in the accountants’ report inAppendix I to this prospectus.

US$

RevenueCorporate finance and other advisory service fees 345,112Placement fees 666,842

1,011,954

Operating expensesStaff costs 329,350Marketing 43,618Legal and professional fees 122,189Rent, rates and utilities 96,385Travel and entertainment 87,771Depreciation 29,680Auditors’ remuneration 16,506Others 206,425

(931,924)

Profit from operations 80,030Interest income 56,281

Profit before tax 136,311Income tax expense (35,000)

Profit after tax 101,311

Basic earnings per share 0.01 cent

Under Rules 7.03(1) and 11.10 of the GEM Listing Rules, the Company is required

to include its financial results for each of the two years ended 31st December,

1999 in the accountants’ report. The Company has been granted waivers by the

Stock Exchange from compliance with the requirements under Rules 7.03(1) and11.10 of the GEM Listing Rules.

FINANCIAL INFORMATION

108

Revenue

The Group is compensated for its services in several ways. When its M3 and incubation

clients close financings arranged by the Group, it receives cash placement fees which,

to date, have typically comprised between 3% and 5% of the funds raised.

In return for corporate finance services, the Group receives retainer and advisory fees

in cash.

Placement fees

During the period to 31st December, 1999, the Group helped four clients raise equity

capital, for which it received cash placement fees of US$666,842.

Corporate finance fees

Within the same period, techpacific.com was mandated by five clients to render advice

on matters relating to corporate or financial restructurings or advice on the disposals

or acquisitions of technology businesses. The total fees received from corporate finance

mandates were US$289,000.

Major clients

Revenues from BigSave, the largest client during the period ended 31st December,

1999, accounted for 65% of total revenue for the period. Revenues from the five

largest clients combined accounted for 97% of total revenues for the period ended

31st December, 1999. None of the Directors, their associates or any substantial

shareholders in the Company is, to the knowledge of the Directors, interested in more

than 5% of the issued share capital of such clients. Those revenues derived from

clients in which directors or shareholders of the Group have an interest are disclosed

in the accountants’ report in Appendix I.

FINANCIAL INFORMATION

109

Limited operating history

techpacific.com has a limited operating history on which prospective investors may

make an assessment of techpacific.com’s financial performance. Moreover, the Group’s

revenues from placement fees and corporate finance advice are derived from a relatively

small number of transactions, the size of which may vary considerably from transaction

to transaction and the timing of which may be difficult to predict. As a result it may be

difficult to extrapolate future revenues on the basis of past performance.

Operating expenses

A significant portion of the Group’s operating expenses is for salaries of staff. Certain

employees and directors of the Group receive compensation in the form of share

options granted by the Company, which is not reflected in the Group’s income statement.

The Group plans to intensify its advertising and promotional activities and expects that

marketing expenses will increase accordingly.

Legal expenses incurred during the period have been spent in connection with the

organisation of various companies and joint ventures, the documentation of certain

investments, the Group’s own capital raising efforts and the registration of trademarks.

Professional fees have been paid in relation to certain of the Group’s corporate finance

mandates where specific technical advice was needed to complete the work. The

consultants were paid cash fees and did not receive any of the non-cash compensation

received by the Group.

The Group also incurs travel expenses in connection with the promotion of the Group,the development of clients and the origination of mandates.

The nature of the business is such that there are no major suppliers and purchasesfrom the five largest suppliers account for less than 30% of all purchases.

Interest income

Unallocated cash of the Group was invested in United States dollar time deposits withbanks for terms ranging from one week to three months.

Equity participation

The Group usually receives rights to take up equity participation in the companies itadvises. Typically this arrangement comprises subscribing for between 1% and 10% ofthe company’s share capital. The Group also receives options or rights to subscribefor shares.

FINANCIAL INFORMATION

110

The Group only recognizes revenues from the receipt of equity options if the fair valueof such interests can be measured reliably at the time of receipt. Revenue included inthe trading record represents cash fees with no recognition of the equity optionsreceived because the value of such interests could not be reliably measured in theperiod ended 31st December, 1999.

These options as well as other equity interests acquired by the Group (in companieswhich are not subsidiaries or associates) will be revalued to fair value at each balancesheet date and unrealized gains and losses transferred to a revaluation reserve. Thesegains and losses will not be recognised in the income statement unless the Groupdisposes of those interests, or determines that their value is impaired. Where theGroup cannot reliably measure the fair value of an investment, the investment is heldat cost. This is the case for all of the equity interests acquired up to 31st December,1999.

Directors’ remuneration

The executive Directors receive salaries and stock options granted by the Company.

Taxation

The tax charge is in respect of Hong Kong profits tax and is based on the estimatedassessable profits for the period and a provision for deferred taxation.

On the exercise of options or the sale of investments, a taxation liability could ariseeither in Hong Kong or elsewhere, depending on the particular circumstances of eachtransaction.

Effect of various accounting methods on the Group’s trading record

The various interests in investee companies are accounted for under three broad

methods: consolidation, equity method and fair value method.

Consolidation. Investee companies which are controlled by the Group are accounted

for under the consolidation method of accounting. Under this method, the investee

company’s results of operations are reflected within the Group’s income statement

from the date of acquisition. Participation of other shareholders, if any, in the profits

and losses of a consolidated investee company is reflected in a caption entitled “Minority

interest” in the consolidated income statement. Minority interest adjusts the consolidated

results to reflect only the Group’s share of the profits or losses of the consolidated

investee company. There were no material minority interests at 31st December, 1999.

Equity method. Investee companies in which the Group has significant influence but

not control are accounted for under the equity method of accounting. Whether or not

FINANCIAL INFORMATION

111

the Group exercises significant influence with respect to an investee company depends

on an evaluation of several factors including, among others, representation on the

board of directors and ownership level. Under the equity method of accounting the

Group’s share of the profits and losses of the investee company is reflected under a

caption entitled “Share of profits/losses of Associates” in the income statement. As of

31st December, 1999, no investments were accounted for under the equity method of

accounting since the Group had not invested in any associated companies as at that

date. However, as a result of future investments and acquisitions, the Directors expect

that the Group’s results in future will include the results of certain investments accounted

for under the equity method.

Fair value method. Investee companies not accounted for under the consolidation or

the equity method of accounting are accounted for under the fair value method of

accounting. Under this method, the Group’s share of the profits or losses of these

companies is not included in the Group’s income statement except to the extent of any

dividends received.

PROPERTY INTERESTS

The Group currently leases Units 1505-1507, The Center, 99 Queen’s Road Central,

Hong Kong for office purposes from a third party which is independent of the Company,

the Directors and their respective associates. The monthly rental is HK$141,917 inclusive

of management and other fees. The tenancies for Units 1505 and 1506 will expire in

June 2002 and for Unit 1507 in October 2002.

The Group does not own any real estate either in Hong Kong or elsewhere.

DIVIDEND POLICY AND DISTRIBUTABLE RESERVES

The Directors did not recommend any dividend in respect of the period ended 31st

December, 1999. The Directors expect that, in future, dividend recommendations will

be dependent upon the Company’s earnings, financial condition, cash requirements

and availability, and other relevant factors. Dividends, if any, will be paid in Hong Kong

dollars.

Since the Company had not been incorporated as at 31st December, 1999, there

were no reserves available for distribution as at that date.

FINANCIAL INFORMATION

112

RULES 17.15 TO 17.21 OF THE GEM LISTING RULES

As at the Latest Practicable Date, the Group had not advanced any money to any entity

which exceeded 25% of the Group’s audited consolidated net tangible assets as at

31st December, 1999, or provided any financial assistance and guarantees to affiliated

companies which exceeded 25% of the Group’s audited consolidated net tangible

assets as at 31st December, 1999; and no controlling shareholder had pledged its

interests in Shares to secure debts, guarantees or support of other obligations of the

Group or entered into any loan agreements, imposing specific performance obligations

on any controlling shareholder. The Directors are not aware of any circumstances

which would give rise to a disclosure requirement under Rules 17.15 to 17.21 of the

GEM Listing Rules.

ADJUSTED NET ASSETS

The following pro forma statement of the adjusted net assets of the Group is based on

the audited combined net assets of the Group as at 31st December, 1999 as shown in

the accountants’ report, the text of which is set out in Appendix I to this prospectus,

and adjusted as follows:

US$’000

Audited combined net assets of the Group

as at 31st December, 1999 6,698

Proceeds of the subscription of a placing completed in:

– February 2000 (Note 1) 1,367

– March 2000 (Note 2) 14,531

Proceeds of exercise of options under the Pre-IPO Share

Option Plan to be completed prior to listing of the Company 883

Estimated net proceeds of the Share Offer (Note 3) 59,598

Adjusted net assets 83,077

Adjusted net asset value per Share (Note 4) US$0.035

Notes:

1. A placing of equity of TP (HK) was substantially completed in November and December 1999to private and institutional investors raising total proceeds of US$7,000,000, of whichUS$1,367,370 was received during January 2000 and February 2000. The balance had beenreceived prior to 31st December, 1999. Details of such placing are set out in section A2 ofAppendix III.

FINANCIAL INFORMATION

113

2. A placing of equity of TP(HK) was made to private and institutional investors raising proceedsof US$14,530,996. Details of such placing are set out in section A2 of Appendix III to thisprospectus.

3. The estimated net proceeds from the Share Offer are based on the Maximum Offer Price ofHK$1.68 per Share, are after deducting estimated expenses of the Share Offer and take noaccount of any Shares which may be issued pursuant to the Over-allotment Option. If the Over-allotment Option is exercised in full, the estimated net proceeds of the Share Offer will beapproximately US$68.9 million.

4. The adjusted net asset value per Share is arrived at after the adjustments referred to in thisparagraph and on the basis of 2,399,677,245 Shares in issue and to be issued as mentionedherein, but takes no account of any Shares which may be issued pursuant to the Over-allotment Option, any Shares which may be issued pursuant to the exercise of options grantedunder the Pre-IPO Share Option Plan or the Share Option Scheme, or any Shares which may beallotted and issued or repurchased by the Company pursuant to the general mandates for theallotment and issue or repurchase of Shares referred to in the section headed “Shareholders’meeting of the Company dated 3rd April, 2000” in Appendix III to this prospectus.

UNDERWRITING

114

UNDERWRITING ARRANGEMENTS

Placing Underwriters

BNP Prime Peregrine Securities Limited23rd Floor, New World Tower16-18 Queen’s Road CentralHong Kong

Nomura International (Hong Kong) Limited20th-21st Floor, Asia Pacific Finance TowerCitibank Plaza3 Garden RoadCentralHong Kong

Goldman Sachs (Asia) L.L.C.68th Floor, Cheung Kong Center2 Queen’s Road CentralHong Kong

HSBC Investment Bank Asia LimitedLevel 151 Queen’s Road CentralHong Kong

Public Offer Underwriters

BNP Prime Peregrine Securities Limited23rd Floor, New World Tower16-18 Queen’s Road CentralHong Kong

HSBC Investment Bank Asia LimitedLevel 151 Queen’s Road CentralHong Kong

Shenyin Wanguo Capital (H.K.) Limited28th Floor, Citibank TowerCitibank Plaza3 Garden RoadCentralHong Kong

Tai Fook Securities Company Limited25th Floor, New World Tower16-18 Queen’s Road CentralHong Kong

UNDERWRITING

115

UNDERWRITING ARRANGEMENTS AND EXPENSES

Pursuant to the Underwriting Agreement, techpacific.com is offering 30,000,000 Public

Offer Shares for subscription by way of Public Offer and 270,000,000 Placing Sharesfor subscription by way of Placing, on and subject to the terms and conditions of this

prospectus and, in the case of the Public Offer, also the relevant application forms. In

addition, techpacific.com has granted the Over-allotment Option to the Placing

Underwriters exercisable by BNP Prime Peregrine Securities (on behalf of the Placing

Underwriters) from time to time during the period of 30 days from the date of this

prospectus to require techpacific.com to issue up to an aggregate of 45,000,000

additional Shares, representing 15% of the Shares initially offered in the Share Offer,

on the same terms as those applicable to the Public Offer and the Placing.

Subject to the GEM Listing Committee of the Stock Exchange granting listing of and

permission to deal in the Shares (subject only to allotment) not later than 3rd April,

2000 (or such later date as BNP Prime Peregrine Securities (on behalf of the

Underwriters) may agree) and to certain other conditions set out in the Underwriting

Agreement, (a) the Public Offer Underwriters have severally agreed to apply or procure

applications, on the terms and conditions of this prospectus and the application forms

relating thereto, for the Public Offer Shares now being offered and which are not taken

up; and (b) the Placing Underwriters have agreed to apply for and/or purchase or

procure placees to apply for and/or purchase the Placing Shares which have not been

placed pursuant to the Placing.

Grounds for termination

The obligations of the Underwriters to subscribe or procure subscribers for the Offer

Shares will be subject to termination by BNP Prime Peregrine Securities (on behalf of

the Underwriters) if any of the following events occur prior to 8 a.m. on the date on

which dealings in the Shares first commence on the Stock Exchange (which is expected

to be on 17th April, 2000:

1. If there develops, occurs or comes into effect:

(A) any event, or series of events, beyond the reasonable control of the

Underwriters (including, without limitation, acts of government, strikes, lock-

outs, fire, explosion, flooding, civil commotion, acts of war, acts of God or

interruption or delay in transportation); or

(B) any change in local, national, international, financial, economic, political,

military, industrial, fiscal, regulatory or market conditions and matters

(including any moratorium, suspension or material restriction on trading in

securities generally on the Stock Exchange) and/or the occurrence of any

disasters; or

UNDERWRITING

116

(C) any new law or regulation or change in existing laws or regulations or any

change in the interpretation or application thereof by any court or other

competent authority in the PRC, Hong Kong, the Cayman Islands, the British

Virgin Islands or any other jurisdiction relevant to techpacific.com and its

subsidiaries; or

(D) the imposition of economic sanctions, in whatever form, directly or indirectly,

by, or for the USA or by the European Union (or any member thereof) on

the PRC; or

(E) a change or development occurs involving a prospective change in taxation

or exchange control (or the implementation of any exchange control) in

the PRC, Hong Kong, the Cayman Islands, the British Virgin Islands or any

other jurisdiction; or

(F) any litigation or claim of material importance by any third party being

threatened or instigated against any member of the Group;

which will or may, in the reasonable opinion of BNP Prime Peregrine Securities,

be materially adverse to or materially affect the Group or its propects and/or the

Share Offer or the success thereof or which makes it inadvisable or inexpedient

to proceed with the Share Offer.

2. If it has come to the notice of BNP Prime Peregrine Securities:

(A) that any statement, considered reasonably by BNP Prime Peregrine

Securities to be material, contained in this prospectus or the application

forms in relation to the Share Offer was when any of such documents

were issued, or has become, untrue, incorrect or misleading in any material

respect; or

(B) that any matter has arisen or has been discovered which would, had it

arisen or been discovered immediately before the date of this prospectus,

constitute an omission therefrom reasonably considered by BNP Prime

Peregrine Securities to be material to the Share Offer; or

(C) that any material breach of any of the obligations imposed upon any party

to the Underwriting Agreement (other than on any of the Underwriters or

the Sponsor) has occurred; or

(D) that any adverse change in the business or the financial or trading position

of any member of the Group which is material in the context of the Share

Offer has occurred; or

UNDERWRITING

117

(E) any breach of any of the representations and warranties contained in the

Underwriting Agreement (other than those given by the Underwriters or

the Sponsor, if any), reasonably considered by BNP Prime Peregrine

Securities to be material, has occurred.

Undertakings

The initial management shareholders and significant shareholders of the Company

have given non-disposal undertakings, details of which are described in the section

headed “Substantial, Initial Management and Significant Shareholders” of this prospectus.

Commission and expenses

The Underwriters will receive a commission of 4% of the aggregate Offer Price of all

the Placing Shares and Public Offer Shares (including Shares to be issued under the

Over-allotment Option but excluding Shares actually placed to certain employees

(including Directors) of techpacific.com as mentioned on page 121 of this prospectus

in respect of which BNP Prime Peregrine Securities will receive a commission of 2% of

the aggregate Offer Price of such Shares), out of which they will pay any sub-underwriting

commission. Such commissions, together with the Stock Exchange listing fees, the

Stock Exchange transaction levy, legal and other professional fees, printing and other

expenses relating to the Share Offer which are currently estimated to be approximately

HK$42.11 million in aggregate (based on an Offer Price of HK$1.53 per Share, being

the mid-point of the stated range of the Offer Price of between HK$1.38 and HK$1.68

per Share and assuming the Over-allotment Option is not exercised) will be borne by

techpacific.com.

Underwriters’ interests in techpacific.com

Save as disclosed in paragraph E 7(b) of Appendix III of this prospectus, and other

than pursuant to the Underwriting Agreement, none of the Underwriters has 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 any member

of the Group.

STRUCTURE OF THE SHARE OFFER

118

PRICE PAYABLE ON APPLICATION

The Maximum Offer Price of HK$1.68 per Share plus 1% brokerage and 0.011% Stock

Exchange transaction levy amounting to a total of HK$3,393.97 per board lot of 2,000

Shares.

CONDITIONS OF THE SHARE OFFER

Acceptance of your application for Shares is conditional upon:

(a) Listing

The GEM Listing Committee of the Stock Exchange granting listing of and

permission to deal in all the Shares in issue and to be issued as mentioned

herein; and

(b) Underwriting Agreement

The Underwriting Agreement becoming unconditional which requires, amongst

other things, that the Offer Price be agreed by no later than the Price

Determination Time (5:00 p.m. on 7th April, 2000 or any postponement thereof)

and the Price Determination Agreement being entered into and the obligations

of the Underwriters under the Underwriting Agreement not being terminated

prior to 8:00 a.m. on the date on which dealings in the Shares first commence

on the Stock Exchange.

If, for any reason, the Price Determination Agreement is not entered into, the

Share Offer will not proceed.

If these conditions are not fulfilled (or, where applicable, waived by BNP Prime Peregrine

Securities (on behalf of the Underwriters)) on or before 5th May, 2000, your application

monies will be returned to you, without interest. The terms on which your money will

be returned to you are set out in the section headed “Refund of your money” on the

application form.

In the meantime, your application monies will be held in (a) separate bank account(s)

with the receiving bankers or any other bank(s) in Hong Kong licensed under the

Banking Ordinance (Chapter 155 of the Laws of Hong Kong).

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THE SHARE OFFER

The Share Offer comprises 300,000,000 Shares initially offered by techpacific.com forsubscription by way of the Placing and the Public Offer. 30,000,000 Shares, representing10.0% of the total number of Offer Shares initially available will be offered under thePublic Offer. 270,000,000 Shares, representing 90.0% of the total number of OfferShares initially available will be offered under the Placing to professional and institutionaland other investors in Hong Kong, Europe and other jurisdictions (other than the PRC)and to employees (including Directors) of techpacific.com. The Offer Shares may notbe offered or sold within USA or to, or for the account or benefit of, USA personsexcept pursuant to an exemption from the registration requirements of the USASecurities Act and in compliance with other applicable laws. The number of Sharesinitially offered under the Public Offer, and the number of Shares initially availableunder the Placing are subject to reallocation in the event that the Public Offer is under-subscribed as described below under “Reallocation of Offer Shares between the PublicOffer and the Placing”.

The Offer Price will be not more than HK$1.68 per Share and is currently expected tobe not less than HK$1.38 per Share (although techpacific.com and BNP Prime PeregrineSecurities, on behalf of the Underwriters may agree a lower price if, based on the levelof interest expressed by prospective institutional investors during the book-buildingprocess, a reduction is considered appropriate). The Price Determination Time isexpected to be 5 p.m. on 7th April, 2000. If, for any reason, the Offer Price is notdetermined before 5 p.m. on 7th April, 2000, the Price Determination Time may bepostponed by agreement between the Company and BNP Prime Peregrine Securities(on behalf of the Underwriters) to not later than 25th April, 2000 in which casedealings in the Shares on GEM will commence not later than 5th May, 2000. If BNPPrime Peregrine Securities, on behalf of the Underwriters, and techpacific.com areunable to reach agreement on the Offer Price by 5 p.m. on 25th April, 2000, thePublic Offer will not become unconditional and will lapse immediately thereafter.Prospective investors should be aware that the Offer Price to be determined at thePrice Determination Time may be, but is not expected to be, lower than theindicative Offer Price range stated in this prospectus.

Applicants should have regard to the possibility that any announcement of a reductionin the indicative issue price range may not be made until the morning of 10th April,2000, the last day for lodging applications under the Public Offer. Such notice will alsoinclude confirmation or revision, as appropriate of the working capital position oftechpacific.com, the offer statistics as set out in the section headed “Summary” andany other financial information which may change as a result of any such reduction.

The Placing and Public Offer Shares represent approximately 12.5% of techpacific.com’senlarged issued share capital immediately after completion of the Share Offer, assumingthat the Over-allotment Option is not exercised. If the Over-allotment Option is exercised

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in full, a total of 345,000,000 Shares will be issued pursuant to the Share Offer,representing approximately 14.11% of the enlarged issued share capital oftechpacific.com immediately after completion of the Share Offer and the exercise ofthe Over-allotment Option.

Investors may apply for Shares under the Public Offer or indicate an interest for Sharesunder the Placing, but may not do both. The Public Offer is open to members of the

public in Hong Kong as well as to institutional and professional investors. The Placing

will involve selective marketing of Shares to institutional and professional investors,

other investors anticipated to have a sizeable demand for such Shares, and employees

(including the Directors) of techpacific.com. Professional investors generally include

brokers, dealers, companies (including fund managers) whose ordinary business involves

dealing in shares and other securities and corporate entities which regularly invest in

shares and other securities. The Placing Shares are unlikely to be allocated to individual

retail investors, who are expected to subscribe for shares under the Public Offer, or

individual investors applying through banks and other institutions.

The Public Offer Shares are fully underwritten by the Public Offer Underwriters and the

Placing Shares are fully underwritten by the Placing Underwriters in each case on a

several basis, each being subject to the conditions set out in the section headed

“Underwriting arrangements and expenses” in this prospectus.

The Placing

270,000,000 Offer Shares are being offered for subscription under the Placing. Pursuant

to the Placing, (a) up to 240,000,000 Placing Shares will be conditionally placed to

professional and institutional investors by the Placing Underwriters or through selling

agents appointed by them at the Offer Price, on or before the close of the application

lists for the Public Offer and (b) 30,000,000 Placing Shares will be placed to employees

(including the Directors) of techpacific.com and their relatives. Subject to the reallocation

of Offer Shares between the Placing and the Public Offer in the event that the Public

Offer is under-subscribed, the Placing Shares will represent approximately 11.25% of

techpacific.com’s enlarged issued share capital immediately after completion of the

Share Offer (assuming that the Over-allotment Option is not exercised) of which up to

1.58% will be placed to employees (including Directors) of techpacific.com.

(i) Placing to professional and institutional investors

Up to 240,000,000 Placing Shares representing 88.88% of the Placing Shares

will be placed to professional and institutional investors in Hong Kong, Europe

and other jurisdictions (other than the PRC) at the Offer Price. Professional

investors generally include brokers, dealers, companies (including fund managers)

whose ordinary business involves dealing in shares and other securities and

STRUCTURE OF THE SHARE OFFER

121

corporate entities which regularly invest in shares and other securities. The Offer

Shares may not be offered or sold within USA or to, or for the account or benefit

of, USA persons except pursuant to an exemption from the registration

requirements of the USA Securities Act and in compliance with other applicable

laws.

Allocation of Placing Shares to professional and institutional investors pursuant

to the Placing is based on a number of factors including the level and timing of

demand and whether or not it is expected that the relevant investor is likely to

buy further Shares, or hold or sell its Shares, after the listing of the Shares on

GEM. Such allocation is generally intended to result in a distribution of the

Placing Shares on a basis which would lead to the establishment of a broad

shareholder base to the benefit of techpacific.com and its shareholders as a

whole.

(ii) Placing to certain employees (including the Directors) of techpacific.com

30,000,000 Placing Shares, representing 11.12% of the Placing Shares will be

offered by techpacif ic.com to employees ( including the Directors) of

techpacific.com at the Offer Price, under the terms and subject to the conditions

of the Share Offer, by means of placing letters between BNP Prime Peregrine

Securities and such persons.

Pursuant to the Placing, the Placing Underwriters or BNP Prime Peregrine Securities or

selling agents nominated by them, as the case may be, on behalf of the techpacific.com,

will conditionally place the Placing Shares at the Offer Price plus 1% brokerage and

0.011% Stock Exchange transaction levy.

The Placing is subject to the same conditions as stated in the paragraph headed

“Conditions of the Share Offer”. The total number of Placing Shares to be allotted and

issued pursuant to the Placing may change as a result of any reallocation of unsubscribed

Shares originally included in the Public Offer.

The Public Offer

techpacific.com is initially offering 30,000,000 Shares for public subscription under

the Public Offer, representing 10% of the Shares being offered in the Share Offer,

subject to reallocation on the basis set out below.

Applicants under the Public Offer are required to pay, on application, the Maximum

Offer Price of HK$1.68 per Share in addition to 1% brokerage and 0.011% Stock

Exchange transaction levy payable. If the Offer Price, as finally determined in the

manner described above, is less than the maximum price of HK$1.68, appropriate

STRUCTURE OF THE SHARE OFFER

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refund payments (including the brokerage and the Stock Exchange transaction levy

attributable to the surplus application monies) will be made to successful applicants,

without interest. Further details are set out below in the section headed “How to apply

for the Public Offer Shares” in this prospectus.

Allocation of Public Offer Shares to investors under the Public Offer will be based

solely on the level of valid applications received under the Public Offer. The basis of

allocation may vary, depending on the number of Public Offer Shares validly applied

for by each applicant, but will otherwise be made strictly on a pro-rata basis. However,

this may, where appropriate, involve balloting, which would mean that some applicants

may be allotted more Shares than others who have applied for the same number of

Public Offer Shares and that applicants who are not successful in the ballot may not

receive any Public Offer Shares.

REALLOCATION OF OFFER SHARES BETWEEN THE PUBLIC OFFER AND THE PLACING

The allocation of Shares between the Placing and the Public Offer will not be subject to

adjustment save that if the Public Offer is not fully subscribed, BNP Prime Peregrine

Securities has the authority to re-allocate all or any of the unsubscribed Public Offer

Shares originally included in the Public Offer to the Placing in such number as it deems

appropriate.

OVER-ALLOTMENT OPTION

Pursuant to the Underwriting Agreement, techpacific.com has granted to BNP Prime

Peregrine Securities (on behalf of the Underwriters) the right but not the obligation

under the Over-allotment Option, exercisable for 30 days from the date of this

prospectus, to require techpacific.com to issue up to an aggregate of 45,000,000

additional Shares, representing 15% of the number of Shares initially available under

the Share Offer. These Shares will be issued at the Offer Price for the purpose of

covering over-allocations in the Placing. In the event that the Over-allotment Option is

exercised, the additional Shares issued will be allotted to the Placing at the discretion

of BNP Prime Peregrine Securities who may, at its option, also cover any over-allocations

through stock borrowing arrangements and the purchase of Shares in the secondary

market or otherwise as may be permitted under applicable laws.

STABILISATION

In connection with the Share Offer, BNP Prime Peregrine Securities on behalf of the

Placing Underwriters may over-allocate Shares and may cover such over-allocations by

means of exercising the Over-allotment Option no later than 30 days after the date of

this prospectus, stock borrowing, or making open-market purchases in the secondary

market. The number of Shares over-allocated will not be greater than the number of

STRUCTURE OF THE SHARE OFFER

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Shares which may be issued upon the full exercise of the Over-allotment Option, being

45,000,000 Shares, which is approximately 15 per cent. of the Shares initially available

under the Share Offer.

BNP Prime Peregrine Securities may also on behalf of the Placing Underwriters effect

transactions which stabilise or maintain the market price of the Shares at levels other

than those which might otherwise prevail but which are not higher than the Offer Price.

Such transactions may be effected in all jurisdictions where it is permissible to do so,

in each case, in compliance with all applicable laws and regulatory requirements. Such

transactions, if commenced, may be discontinued at any time. Should stabilising

transactions be effected in connection with the distribution of Shares, they will be

done so at the absolute discretion of the Sponsor.

Stabilisation is a practice used by underwriters in some markets to facilitate the

distribution of securities. To stabilise, the underwriters may bid for, or purchase, the

newly issued securities in the secondary market, during a specified period of time, to

retard and, if possible, prevent a decline in the initial public offer prices of the securities.

The stabilisation price will not exceed the initial public offer price.

Stabilisation is not a practice commonly associated with the distribution of securities in

Hong Kong. In Hong Kong, such stabilisation activities are restricted to cases where

underwriters genuinely purchase shares on the secondary market solely for the purpose

of covering over-allocations in an offering. The relevant provisions of the Securities

Ordinance prohibit market manipulation in the form of pegging or stabilising the price

of securities in certain circumstances.

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124

There are two ways to make an application for the Public Offer Shares. First, you may

use an application form. Second, you may electronically instruct Hongkong Clearing to

cause HKSCC Nominees to apply for Public Offer Shares on your behalf. You mustchoose either to apply on a WHITE or YELLOW application form or give electronicinstructions to Hongkong Clearing.

I. APPLYING BY USING AN APPLICATION FORM

WHICH APPLICATION FORM TO USE

Use a WHITE application form if you want the Public Offer Shares issued in your own

name.

Use a YELLOW application form if you want the Public Offer Shares issued in the name

of HKSCC Nominees and deposited directly into CCASS for credit to your investor

participant stock account or the stock account of your designated CCASS participant

maintained in CCASS.

WHERE TO COLLECT THE APPLICATION FORMS

You can collect a WHITE application form and a prospectus from:

Any member of the Stock Exchange

or

BNP Prime Peregrine Securities Limited

23rd Floor, New World Tower

16-18 Queen’s Road Central

Hong Kong

HSBC Investment Bank Asia LimitedLevel 15

1 Queen’s Road Central

Hong Kong

Shenyin Wanguo Capital (H.K.) Limited28th Floor, Citibank Tower

Citibank Plaza

3 Garden Road

Central

Hong Kong

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125

Tai Fook Securities Company Limited25th Floor, New World Tower

16-18 Queen’s Road Central

Hong Kong

or any of the following branches of Hang Seng Bank Limited:

Hong Kong Island: Head Office 83 Des Voeux Road CentralCentral District Branch 2 D’Aguilar StreetCauseway Bay Branch 28 Yee Wo StreetWanchai Branch 200 Hennessy RoadNorth Point Branch 335 King’s Road

Kowloon: Kowloon Main Branch 618 Nathan RoadTsimshatsui Branch 18 Carnarvon RoadYaumatei Branch 363 Nathan RoadKwun Tong Branch 70 Yue Man SquareHoi Yuen Road Branch 55 Hoi Yuen Road

New Territories: Shatin Branch Shop 18, Lucky PlazaTsuen Wan Branch 289 Sha Tsui RoadChung On Street Branch 38 Chung On StreetTai Po (On Chee Road) 48 Fortune Plaza

BranchYuen Long Branch 93 Castle Peak Road

or any of the following branches of The Bank of East Asia, Limited:

Hong Kong Island: Head Office 10 Des Voeux Road Central

Central District 106-108 Des Voeux Road Central

Wan Chai 314-324 Hennessy Road

Kowloon: Kwun Tong 7 Hong Ning Road

Mongkok 638-640 Nathan Road

Tsim Sha Tsui 12 Granville Road

New Territories: Tsuen Wan 241 Sha Tsui Road

You can collect a YELLOW application form and a prospectus from:

1. the service counter of Hongkong Clearing at 2nd Floor, Vicwood Plaza, 199 DesVoeux Road Central, Hong Kong; or

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2. the Investor Service Centre of Hongkong Clearing at Room 1901, ChinachemExchange Square, 1 Hoi Wan Street, Quarry Bay, Hong Kong; or

3. your broker may have the application forms available.

HOW TO COMPLETE THE APPLICATION FORM

There are detailed instructions on each application form. You should read these

instructions carefully. If you do not follow the instructions, your application may be

rejected.

If your application is made through a duly authorised attorney, techpacific.com and the

Sponsor (on behalf of the Public Offer Underwriters) as agent for techpacific.com may

accept it at their discretion, and subject to any conditions they think fit, including

evidence of the authority of your attorney. The Sponsor in its capacity as agent for

techpacific.com has full discretion to reject or accept any application, in full or in part,

without assigning any reason.

If the Offer Price as finally determined is less than the Maximum Offer Price, appropriate

refund payments (including brokerage and the Stock Exchange transaction levy

attributable to the surplus application monies) will be made to successful applicants,

without interest. Details of the procedure for refund are set out below in the section

headed “Collection/Posting of share certificates, refund cheques and deposit of

certificates into CCASS”.

HOW MANY APPLICATIONS YOU MAY MAKE

There is only one situation where you may make more than one application for Public

Offer Shares:

If you are a nominee, you may both give electronic application instructions to Hongkong

Clearing (if you are a CCASS Participant) and lodge more than one application in your

own name on behalf of different owners. In the box on the application form marked

“For nominees” you must give for each beneficial owner:

• an account number; or

• some other identification code

for each beneficial owner. If you do not include this information, the application will be

treated as being for your benefit.

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Otherwise, multiple applications are not allowed.

It will be a term and condition of all applications that by completing and delivering an

application form, you:

• (if the application is made for your own benefit) warrant that this is the only

application which will be made for your benefit on a WHITE or YELLOW application

form or through giving instructions to Hongkong Clearing electronically;

• (if you are an agent for another person) warrant that reasonable enquiries have

been made of that other person that this is the only application which will be

made for the benefit of that person on a WHITE or YELLOW application form or

through giving instructions to Hongkong Clearing electronically, and that you

are duly authorised to sign the form as that other person’s agent.

All of your applications will be rejected as multiple applications if you, or you and your

joint applicants together:

• make more than one application on a WHITE or YELLOW application form; or

• both apply on a WHITE or YELLOW application form and give electronic

application instructions to Hongkong Clearing; or

• apply on one WHITE or YELLOW application form for more than 100% of the

Shares being offered under the Public Offer;

All of your applications will also be rejected as multiple applications if more than one

application is made for your benefit (including the part of the application made by

HKSCC Nominees acting on electronic application instructions). If an application is

made by an unlisted company; and

• the only business of that company is dealing in securities; and

• you exercise statutory control over that company

then the application will be treated as being for your benefit.

Unlisted company means a company with no equity securities listed on the Stock

Exchange.

Statutory control means you:

• control the composition of the board of directors of that company; or

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128

• control more than half the voting power of that company; or

• hold more than half the issued share capital of that company (not counting any

part of it which carries no right to participate beyond a specified amount in a

distribution of either profits or capital).

HOW MUCH ARE THE PUBLIC OFFER SHARES

The Maximum Offer Price of the Public Offer Shares is HK$1.68 each. You must also

pay the brokerage of 1% and a Stock Exchange transaction levy of 0.011% on

application. This means that for every 2,000 Shares you will pay HK$3,393.97. The

application forms have tables showing the exact amount payable for multiples of board

lots of Shares.

You must pay the Maximum Offer Price, brokerage and the Stock Exchange transaction

levy in full when you apply for the Shares.

If your application is successful, brokerage is paid to members of the Stock Exchange,

and the transaction levy is paid to the Stock Exchange.

If the Offer Price as finally determined is less than the Maximum Offer Price, appropriate

refund payments (including brokerage and the Stock Exchange transaction levy

attributable to the surplus application monies) will be made to successful applicants,

without interest. Details of the procedure for refund are set out below in the section

headed “Collection/Posting of share certificates, refund cheques and deposit of

certificates into CCASS”.

TIME FOR APPLICATION OF PUBLIC OFFER SHARES

Completed WHITE or YELLOW application forms, with payment in Hong Kong dollars

for the full amount payable on application attached and made payable to “Hang Seng

(Nominee) Limited – techpacific.com Public Offer”, must be lodged by 12:00 noon on

Monday, 10th April, 2000, or, if the application lists are not open on that day, then by

12:00 noon on the day the lists are open.

Your completed application form, with payment in Hong Kong dollars for the full

amount payable on application attached, should be deposited in the special collection

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boxes provided at any of the branches of Hang Seng Bank Limited or The Bank of East

Asia, Limited listed on page 125 of this prospectus at the following times:

Wednesday, 5th April, 2000 – 9:00 a.m. to 4:00 p.m.Thursday, 6th April, 2000 – 9:00 a.m. to 4:00 p.m.

Friday, 7th April, 2000 – 9:00 a.m. to 4:00 p.m.Saturday, 8th April, 2000 – 9:00 a.m. to 12:00 noonMonday, 10th April, 2000 – 9:00 a.m. to 12:00 noon

The application lists will be open from 11:45 a.m. to 12:00 noon on 10th April, 2000

EFFECT OF BAD WEATHER ON THE OPENING OF THE APPLICATION LISTS

The application lists will not open if there is:

• a tropical cyclone warning signal number 8 or above, or

• a “black” rainstorm warning signal

in force at any time between 9:00 a.m. and 12:00 noon on 10th April, 2000.

Instead they will open between 11:45 a.m. and 12:00 noon on the next business day

which does not have either of those warnings in force at any time between 9:00 a.m.

and 12:00 noon.

Business day means a day that is not a Saturday, Sunday or public holiday in Hong

Kong.

CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOTTED PUBLIC OFFER SHARES

Full details of the circumstances in which you will not be allotted Public Offer Shares

are set out in the notes attached to the application forms, and you should read them

carefully. You should note in particular the following two situations in which Public

Offer Shares will not be allotted to you.

• If your application is revoked:

By completing an application form you agree that you cannot revoke your

application before the end of the fifth day after the time of the opening of the

application lists (excluding for this purpose any day which is a Saturday, Sunday

or public holiday in Hong Kong), being 17th April, 2000, unless a person

responsible for this prospectus under section 40 of the Companies Ordinance

gives a public notice under that section which excludes or limits the responsibility

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of that person for this prospectus. This agreement will take effect as a collateral

contract with techpacific.com, and will become binding when you lodge your

application form.

If your application has been accepted, it cannot be revoked. Acceptance of yourapplication will be constituted by notification to the press and the GEM websiteat www.hkgem.com of the basis of allocation and, where such basis of allocationis subject to certain conditions or provides for allocation by ballot, suchacceptance will be subject to satisfaction of such conditions or the results ofsuch ballot, respectively.

• If the allotment of Shares is void:

Your allotment of Shares will be void if the GEM Listing Committee does notgrant permission to list the Shares either:

• within three weeks from the closing of the application lists; or

• within a longer period of up to six weeks if the GEM Listing Committeenotifies techpacific.com of that longer period within three weeks of theclosing of the lists.

PUBLICATION OF RESULTS

The Company expects to release the level of interest in the Placing, basis of allotment,results of applications of the Public Offer, and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants on or before Thursday,13th April, 2000 in the South China Morning Post (in English) and the Hong KongEconomic Journal (in Chinese) and on the GEM website.

APPLICATION BY HKSCC NOMINEES

Where a WHITE application form is signed by HKSCC Nominees on behalf of personswho have given electronic application instructions to apply for Public Offer Shares.

(i) HKSCC Nominees is only acting as nominee for those persons and shall not beliable for any breach of the terms and conditions of the application form or theprospectus;

(ii) HKSCC Nominees does the following things on behalf of each of the persons:

• agrees that the Public Offer Shares to be allotted shall be issued in thename of HKSCC Nominees and deposited directly into CCASS for credit tothat person’s Investor Participant stock account or the stock account of

HOW TO APPLY FOR THE PUBLIC OFFER SHARES

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the CCASS Participant who has inputted electronic application instructionson that person’s behalf;

• undertakes and agrees to accept the Public Offer Shares in respect of

which that person has given electronic application instructions or any

lesser number;

• undertakes and confirms that that person has not applied for or taken up

any Public Offer Shares under the placing nor otherwise participated in

the placing;

• (if the electronic application instructions are given for that person’s own

benefit) declares that only one set of electronic application instructions

has been given for that person’s benefit;

• (if that person is an agent for another person) declares that it has given

only one set of electronic application instructions for the benefit of that

other person, and that it is duly authorised to give those instructions as

that other person’s agent;

• understands that the above declaration will be relied upon by the Company

in deciding whether or not to make any allotment of Public Offer Shares in

respect of the electronic application instructions given by that person and

that person may be prosecuted if that person makes a false declaration;

• authorises the Company to place the name of HKSCC Nominees on the

register of members of the Company as the holder of the Public Offer

Shares allotted in respect of that person’s electronic application instructions

and to send share certificates and/or refund monies in accordance with

arrangements separately agreed between the Company and Hongkong

Clearing;

• confirms that that person has read the terms and conditions and application

procedures set out in the prospectus and agrees to be bound by them;

• confirms that that person has only relied on the information and

representations in the prospectus in giving that person’s electronic

application instructions or instructing that person’s broker to give electronic

application instructions on that person’s behalf;

• agrees that the Company, the Underwriters and any other parties involved

in the Share Offer are liable only for the information and representations

contained in the prospectus;

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• agrees (without prejudice to any other rights which that person may have)that once the application of HKSCC Nominees has been accepted, theapplication cannot be rescinded for innocent misrepresentations;

• agrees to disclose that person’s personal data to the Company and itsagents and any information which they require about that person;

• agrees that that person cannot revoke electronic application instructionsbefore 17th April, 2000, such agreement to take effect as a collateralcontract with the Company and to become binding when that person givesthe instructions and such collateral contract to be in consideration of theCompany agreeing that it will not offer any Public Offer Shares to anyperson before 17th April, 2000 except by means of one of the proceduresreferred to in this prospectus. However, that person may revoke theinstructions before the fifth day after the time of the opening of theapplication lists (excluding for this purpose any day which is a Saturday,Sunday or public holiday in Hong Kong) if a person responsible for thisprospectus under section 40 of Companies Ordinance gives a public noticeunder that section which excludes or limits the responsibility of that personfor the prospectus;

• agrees that once the application of HKSCC Nominees is accepted, neitherthat application nor that person’s electronic application instructions canbe revoked and that acceptance of that application will be evidenced bythe press announcement on results of the Public Offer published by theCompany;

• agrees to the arrangements, undertakings and warranties specified in theparticipant agreement between that person and Hongkong Clearing, readwith the General Rules of CCASS and the CCASS Operational Procedures,in respect of the giving of electronic application instructions relating toPublic Offer Shares.

COLLECTION/POSTING OF SHARE CERTIFICATES, REFUND CHEQUES AND DEPOSIT OFCERTIFICATES INTO CCASS

The Company will not issue temporary documents of title. No receipt will be issued forapplication monies paid.

WHITE application forms:

If you have applied for 1,000,000 Public Offer Shares or above and have indicated onyour application form that you will collect your share certificate(s) and/or refund cheque,you may collect it/them in person from Central Registration Hong Kong Limited at

HOW TO APPLY FOR THE PUBLIC OFFER SHARES

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Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.techpacific.com intends to make special efforts to avoid delays in refunding money.

Share certificate(s) and refund cheques will be available for collection between 8:00

a.m. and 10:00 a.m. on Friday, 14th April, 2000.

You must show your identification document to collect your share certificate(s) and/or

refund cheque.

If you do not collect your share certificate(s) and/or refund cheque within the time

specified for collection, they would be posted to the address on your application form

on Friday, 14th April, 2000 by ordinary post and at your own risk.

If you have applied for 1,000,000 Public Offer Shares or more and you have not

indicated on your application form that you will collect your share certificate(s) and/or

refund cheque in person, then your share certificate(s) and/or refund cheque, if any,

will be sent to the address on your application form by ordinary post and at your own

risk on or before Friday, 14th April, 2000.

If you have applied for less than 1,000,000 Public Offer Shares, your share certificate(s)

and/or refund cheque will be sent to the address on your application form on or

before Friday, 14th April, 2000 by ordinary post and at your own risk.

YELLOW application forms:

Your share certificate(s) will be issued in the name of HKSCC Nominees and deposited

into CCASS for credit to your investor participant stock account or the stock account of

your designated CCASS participant as instructed by you at the close of business on

Friday, 14th April, 2000, or under contingent situtation, or any other date as shall be

determined by Hongkong Clearing or HKSCC Nominees.

If you are applying through a designated CCASS participant (other than an investor

participant):

• for Public Offer Shares credited to the stock account of your designated CCASS

participant (other than an investor participant), you can check the number of

Public Offer Shares allotted to you with that CCASS participant.

If you are applying as an investor participant:

• techpacific.com expects to publish the results of investor participants’ applications

together with the results of the Share Offer in the newspapers (as stated in the

paragraph headed “Publication of results” above) and the GEM website on

Thursday, 13th April, 2000. You should check against the announcement

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published by techpacific.com and report any discrepancies to Hongkong Clearing

before 12:00 noon on Friday, 14th April, 2000, or such other date as shall be

determined by Hongkong Clearing or HKSCC Nominees. On Saturday, 15th April,

2000 (the next day following the credit of the Public Offer Shares to your stock

account) you can check your new account balance via the CCASS Phone System

(under the procedures contained in Hongkong Clearing’s “An Operating Guide

for Investor Participants” in effect from time to time). Hongkong Clearing will also

mail to you an Activity Statement showing the number of Public Offer Shares

credited to your stock account.

II. APPLYING BY GIVING ELECTRONIC INSTRUCTIONS TO HONGKONG CLEARING

General

CCASS Participants may give electronic instructions to apply for Public Offer Shares

and to arrange payment of the money due on application and payment of refunds. This

will be in accordance with their participant agreements with Hongkong Clearing and

the General Rules of CCASS and the CCASS Operational Procedures.

If you are a CCASS Investor Participant, you may give electronic application instructions

through the CCASS Phone System by calling 2979 7888 (using the procedures contained

in “An Operating Guide for Investor Participants” in effect from time to time). Hongkong

Clearing can also input electronic application instructions for you if you come to:

Hongkong Clearing’s Investor Service Centreat Room 1901, Chinachem Exchange Square

1 Hoi Wan Street, Quarry Bay

Hong Kong

or to

Hongkong Clearing’s Service Counter

at 2nd Floor, Vicwood Plaza

199 Des Voeux Road Central

Hong Kong

and complete an input request form.

Prospectuses are available for collection from any of the above addresses.

If you are not a CCASS Investor Participant, you may instruct your broker or custodian

who is a CCASS Broker Participant or a CCASS Custodian Participant to give electronic

application instructions via CCASS terminals to apply for Public Offer Shares.

HOW TO APPLY FOR THE PUBLIC OFFER SHARES

135

You are deemed to have authorised Hongkong Clearing and/or HKSCC Nominees to

transfer the details of your application whether submitted by you or through your

broker or custodian to the Company and its registrars.

Time for inputting electronic application instructions

CCASS Participants can input electronic application instructions at the following times:

Wednesday, 5th April, 2000 – 9:00 a.m. to 7:00 p.m.Thursday, 6th April, 2000 – 9:00 a.m. to 7:00 p.m.

Friday, 7th April, 2000 – 9:00 a.m. to 7:00 p.m.

Saturday, 8th April, 2000 – 9:00 a.m. to 3:00 p.m.Monday, 10th April, 2000 – 9:00 a.m. to 12:00 noon

Effect of bad weather on the last application day

The latest time for inputting your electronic application instructions is 12:00 noon on

Monday, 10th April, 2000, the last application day. If a tropical cyclone warning

signal no. 8 or above, or a “black” rainstorm warning is in force at any time between

9:00 a.m. and 12:00 noon on the last application day, it will be postponed to the next

business day which does not have either of those warnings in force at any time

between 9:00 a.m. and 12:00 noon.

Effect of giving electronic application instructions to Hongkong Clearing

By giving electronic application instructions to Hongkong Clearing or instructing your

broker or custodian who is a CCASS Broker Participant or a CCASS Custodian Participant

to give such instructions to Hongkong Clearing, you (and if you are joint applicants,

each joint applicant jointly and severally) are deemed to do the following things.

Neither Hongkong Clearing nor HKSCC Nominees will be liable to the Company or any

other person in respect of the things mentioned below:

• instruct and authorise Hongkong Clearing to cause HKSCC Nominees (acting as

nominee for the CCASS Participants) to apply for Public Offer Shares on your

behalf;

• instruct and authorise Hongkong Clearing to arrange payment of the issue

price, brokerage and the transaction levy by debiting your designated bank

account and, in the case of wholly or partly unsuccessful applications, refund of

the application money by crediting your designated bank account;

• instruct and authorise Hongkong Clearing to cause HKSCC Nominees to do on

your behalf all the things which it is stated to do on your behalf in its application

form.

HOW TO APPLY FOR THE PUBLIC OFFER SHARES

136

Minimum subscription amount and permitted multiples

You may give electronic application instructions in respect of a minimum of 2,000

Public Offer Shares. Such instructions in respect of more than 2,000 Public Offer

Shares must be in one of the multiples set out in the table in the application form.

Multiple applications

If you are suspected of having made multiple applications or if more than one application

is made for your benefit, the number of Public Offer Shares applied for by HKSCC

Nominees will be automatically reduced by the number of Public Offer Shares in

respect of which you have given such instructions and/or in respect of which such

instructions have been given for your benefit. Any electronic instructions to make an

application for Public Offer Shares given by you or for your benefit to Hongkong

Clearing shall be deemed to be an actual application.

Allocation of Public Offer Shares

For the purpose of allocating Public Offer Shares, HKSCC Nominees shall not be

treated as an applicant. Instead, each CCASS Participant who gives electronic application

instructions or each person for whose benefit each such instruction is given shall be

treated as an applicant.

If your application for Public Offer Shares is successful

• No receipt will be issued for any application monies paid.

• If your application is wholly or partly successful, your share certificates will be

issued in the name of HKSCC Nominees and deposited into CCASS for the credit

of your Investor Participant stock account or the stock account of the CCASS

Participant which you have instructed to give electronic application instructions

on your behalf, at the close of business on 10th April, 2000, or any other date

Hongkong Clearing or HKSCC Nominees chooses.

• The Company will publish the application results of CCASS Participants (and

where the CCASS Participant is a broker or custodian, the Company shall include

information relating to the beneficial owner), your Hong Kong identity card/

passport number or other identification code (Hong Kong business registration

number for corporations) and the basis of allotment of the Public Offer, in the

newspaper on 13th April, 2000. You should check against the announcement

published by the Company and report any discrepancies to Hongkong Clearing

before noon on 14th April, 2000 or any other date Hongkong Clearing or HKSCC

Nominees chooses.

HOW TO APPLY FOR THE PUBLIC OFFER SHARES

137

• If you are instructing your broker or custodian to give electronic applicationinstructions on your behalf, you can also check the number of Public Offer

Shares allocated to you and the amount of refund (if any) payable to you with

that broker or custodian.

• If you are applying as an Investor Participant, you can also check the number

of Public Offer Shares allotted to you and the amount of refund (if any) payable

to you via the CCASS Phone System on 13th April, 2000. On 15th April, 2000

(the next day following the credit of the Public Offer Shares to your stock account),

Hongkong Clearing will mail to you an Activity Statement showing the number of

Public Offer Shares credited to your stock account and the amount of refund

money credited to your designated bank account (if any).

• The Company will not issue temporary documents of title.

Circumstances in which you will not be allocated Public Offer Shares

1. At the discretion of the Company or its agent:

The Company and the agents for the Company have full discretion to reject or

accept any application, or to accept only part of any application.

The Company and the Underwriters in their capacity as agents for the Company

do not have to give any reason for any rejection or acceptance.

2. If you do not receive allocation:

You will not receive any allocation if:

• you make multiple applications;

• you have been allotted Placing Shares; or

• your payment is not made correctly.

3. If HKSCC Nominee’s application is not accepted:

HKSCC Nominee’s application will not be accepted if:

• the Underwriting Agreement does not become unconditional; or

• the Underwriting Agreement is terminated in accordance with its terms.

HOW TO APPLY FOR THE PUBLIC OFFER SHARES

138

4. If the allotment of Public Offer Shares is void:

The allotment of Public Offer Shares to HKSCC Nominees will be void if the GEMListing Committee of the Stock Exchange does not grant permission to list thePublic Offer Shares either:

• within three weeks from the closing of the application lists; or

• within a longer period of up to six weeks if the GEM Listing Committee ofthe Stock Exchange notifies the Company of that longer period withinthree weeks of the closing of the application lists.

Section 40 of the Companies Ordinance

For the avoidance of doubt, the Company and all other parties involved in the preparationof the prospectus acknowledge that each CCASS Participant who gives, or causes togive, electronic application instructions is a person who may be entitled to compensationunder section 40 of the Companies Ordinance.

Warning

The subscription of Public Offer Shares by giving electronic application instructions toHongkong Clearing is only a facility provided to CCASS Participants. The sponsor(s)and the Company take no responsibility for the application and provide no assurancethat any CCASS Participant will be allotted any Public Offer Shares.

To ensure that Investor Participants can give their electronic application instructions toHongkong Clearing through the CCASS Phone System, Investor Participants are advisednot to wait until the last minute to phone in. In the event that Investor Participants haveproblems to connect to the CCASS Phone System to submit electronic applicationinstructions, they should either (i) submit the WHITE or YELLOW application form, or(ii) go to Hongkong Clearing’s Investor Service Centre or Service Counter to completean application instruction input request form by noon on 10th April, 2000.

Personal data

The section of the application form headed “Personal Data” applies to any personaldata held by the Company and the registrars about you in the same way as it appliesto personal data about applicants other than HKSCC Nominees.

COMMENCEMENT OF DEALINGS IN THE SHARES

Dealings in the Shares on GEM are expected to commence on 17th April, 2000.

Shares will be traded in board lots of 2,000 Shares.

HOW TO APPLY FOR THE PUBLIC OFFER SHARES

139

SHARES WILL BE ELIGIBLE FOR CCASS

If the Stock Exchange grants the listing of and permission to deal in the Shares onGEM and techpacific.com complies with the stock admission requirements ofHongkong Clearing, the Shares will be accepted as eligible securities by HongkongClearing for deposit, clearance and settlement in CCASS with effect from thecommencement date of dealings in the Shares on GEM or on any other date asdetermined by Hongkong Clearing. Investors should seek the advice of theirstockbroker or other professional adviser for details of those settlement arrangementsas such arrangements will affect their rights and interests.

CCASS participants should note, however, that in the event that the Share Offer is

terminated in accordance with the section “Conditions of the Share Offer” at any

time after the deposit of the allotted Shares into CCASS, the Shares will cease to be

eligible securities and the successful applicants will be required to take appropriate

action to withdraw such ineligible securities from CCASS.

Settlement of transactions between members of the Stock Exchange is required to

take place in CCASS on the second business day after any trading day.

All necessary arrangements have been made for the Shares to be admitted into

CCASS.

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

Operational Procedures in effect from time to time.

APPENDIX I ACCOUNTANTS’ REPORT

140

5th April, 2000

The Directorstechpacific.com LimitedBNP Prime Peregrine Capital Limited

Dear Sirs,

We set out below our report on the financial information relating to techpacific.comLimited (the “Company”) and its subsidiaries (hereinafter collectively referred to as the“Group”) for the period from 5th December, 1998 to 31st December, 1999 for inclusionin the prospectus of the Company dated 5th April, 2000 (the “Prospectus”).

The Company was incorporated in the Cayman Islands on 21st February, 2000 as anexempted company with limited liability under the Companies Law (1998 Revision) ofthe Cayman Islands. The Company has not carried out any business since itsincorporation, except that on 22nd March, 2000 it became the holding company ofthe subsidiaries listed below through the issue of shares to the previous owners of thesubsidiaries as part of a group reorganisation. The Group’s activities commenced on5th December, 1998 as an unincorporated business owned by the founders, JohnnyChan and Ilyas Khan. It was on this date that the founders secured the commitment ofcapital by a third party investor. techpacific.com Company Limited was incorporated on24th February, 1999 with Johnny Chan and Ilyas Khan as subscriber shareholders toacquire and continue the business.

As at the date of this report, the Company has direct or indirect interests in thefollowing subsidiaries (all these companies being private limited companies):

Nominal PercentagePlace and date value of of issued Principal

Name of incorporation issued capital capital held activities

techpacific.com Hong Kong US$2,992,885.47 99.9% Provision ofCompany Limited 24th February, 1999 financial and

other servicesto technologysector companies

techpacific.com (BVI) British Virgin Islands US$0.01 100% Investment holdingLimited 22nd February, 2000 Note 1

APPENDIX I ACCOUNTANTS’ REPORT

141

Nominal PercentagePlace and date value of of issued Principal

Name of incorporation issued capital capital held activities

techpacific.com (BVI) British Virgin Islands US$1 100% Investment holdingInvestments Limited 12th August, 1999 Note 1

techpacific.com Cayman Islands US$2 100% Investment holdinginvestments limited 22nd September, 1999 Note 1

techpacific Venture British Virgin Islands US$1 100% Investment holdingCapital Limited 8th April, 1999 Note 1

techatlantic Limited United Kingdom GBP2 100% Inactive7th October, 1991 Note 2

techpacific Corporate Hong Kong HK$1 100% DormantFinance Limited 28th April, 1999 Note 2

techpacific.com Venture British Virgin Islands US$1,000 75.1% InvestmentCapital Limited 25th November, 1999 management

Note 1

TotalAntiques.com British Virgin Islands US$50,000 100% Investment holdingLimited 30th September, 1999 Note 1

AsiaAntiques.com Hong Kong HK$1,000 100% Business to businessLimited 8th October, 1999 e-commerce

Note 2

China BPC Limited British Virgin Islands US$1 100% Dormant30th November, 1999 Note 1

GlobalOffering.com British Virgin Islands US$1 100% InfomediaryLimited 2nd December, 1999 Note 1

Nirvana Pacific Cayman Islands US$0.02 100% InvestmentCompany Limited 2nd March, 2000 holding

Note 1

Note 1: For these companies, as well as the Company, no audited financial statements have beenprepared as these companies are not subject to any statutory audit requirements in thejurisdictions in which they are incorporated.

Note 2: For these companies, no audited financial statements have been prepared as thesecompanies had not commenced business up to 31st December, 1999.

APPENDIX I ACCOUNTANTS’ REPORT

142

For the purpose of this report, we have reviewed all relevant transactions of allcompanies for which no audited financial statements have been prepared since theirdates of incorporation and, for the period from 5th December, 1998 to 24th February,1999 all relevant transactions of the unincorporated business which was acquired bytechpacific.com Company Limited. We have carried out such procedures as we considernecessary for the inclusion in this report of financial information relating to thesecompanies and the unincorporated business.

Grant Thornton have acted as auditors of techpacific.com Company Limited, a companyincorporated in Hong Kong, since its incorporation. As at the date of this report,techpacific.com Company Limited has prepared one set of financial statements coveringthe period from 24th February, 1999 (date of incorporation) to 31st December, 1999in accordance with accounting principles generally accepted in Hong Kong. Thesefinancial statements were audited by Grant Thornton in accordance with Statements ofAuditing Standards issued by the Hong Kong Society of Accountants.

For the purpose of this report, we have examined the audited financial statements of

techpacific.com Company Limited and the unaudited management accounts of the

other companies and the unincorporated business now comprising the Group for the

period from 5th December, 1998 or their relevant dates of incorporation, if later, to

31st December, 1999 in accordance with the Auditing Guideline “Prospectuses and

the Reporting Accountant” issued by the Hong Kong Society of Accountants.

The summaries of the combined results of the Group for the period from 5th December,

1998 to 31st December, 1999 and the combined net assets of the Group as at 31st

December, 1999 (the “Summaries”) set out in this report have been prepared from the

audited financial statements, or, where appropriate, management accounts of the

companies and the unincorporated business now comprising the Group on the basis

set out in section 1 below, after making such adjustments as we considered appropriate.

In our opinion, the Summaries, together with the notes thereon, for the purpose of this

report and on the basis of preparation set out in section 1 below, give a true and fair

view in all material respects of the combined results of the Group for the period from

5th December, 1998 to 31st December, 1999 and of the combined net assets of the

Group as at 31st December, 1999.

1. BASIS OF PREPARATION

The summary of the combined results includes the results of the companies now

comprising the Group as if the current structure of the Group had been in existence

throughout the period covered by this report or since their respective dates of

incorporation where this is a shorter period. The summary of the combined net assets

of the Group as at 31st December, 1999 has been prepared to present the assets and

liabilities of the companies now comprising the Group as if the current group structure

had been in existence as at 31st December, 1999.

APPENDIX I ACCOUNTANTS’ REPORT

143

The financial information has been prepared in accordance with the accounting policies

set out in section 2 below. These accounting policies conform with International

Accounting Standards. The financial information also conforms with the disclosure

requirements of the Listing Rules of the Growth Enterprise Market of The Stock Exchange

of Hong Kong Limited as applicable to Accountants’ Reports included in Listing

Documents.

2. PRINCIPAL ACCOUNTING POLICIES

The principal accounting policies adopted by the Group in arriving at the financial

information set out in this report are as follows:

(a) Basis of combination

(i) Subsidiary

A subsidiary is a company in which the Company has the power, directly

or indirectly, to control its financial and operating decisions so as to derive

economic benefits. The financial statements of subsidiaries are included in

the combined financial statements from the date that control effectively

commences until the date that control effectively ceases.

Material intra-group balances and transactions, and any unrealised gains

arising from intra-group transactions, are eliminated in preparing the

combined financial statements.

(ii) Associate

An associate is a company in which the Group has significant influence,

but not control, over the financial and operating policies. The combined

financial statements include the Group’s share of the total recognised

gains and losses of the associates on an equity accounting basis, from the

date that significant influence effectively commences until the date that

significant influence effectively ceases.

(b) Investments

Investments consist primarily of debt and equity interests, including share options,

in early-stage privately held companies. They are stated at fair value based on

quoted market prices, when available. For unquoted investments, the directors

consider all available factors in determining fair value, which may include cost,

the type of investment, subsequent purchases of the same or similar investments,

and the current financial position and operating results of the company invested

APPENDIX I ACCOUNTANTS’ REPORT

144

in. Any investment that does not have a quoted market price in an active market

and where fair value cannot be reliably measured is stated at cost less provision

for impairment, if any. Changes in fair value in these securities are recognised in

a revaluation reserve when these changes arise. In the case of impairment the

deficit is recognised in the income statement. When these securities are disposed

of, the related revaluation surplus or deficit is recognised as income or expense.

(c) Impairment

The carrying amounts of the Group’s assets, other than deferred tax assets (refer

to accounting policy (h)), are reviewed at each balance sheet date to determine

whether there is any indication of impairment. If any such indication exists, the

asset’s recoverable amount is estimated. An impairment loss is recognised

whenever the carrying amount of an asset or its cash-generating unit exceeds its

recoverable amount. All impairment losses are recognised in the income

statement.

Calculation of recoverable amount

The recoverable amount of the Group’s investments is their fair value. The

recoverable amount of the Group’s other assets is calculated as the present

value of expected future cash flows, discounted at the original effective interest

rate inherent in the asset. Receivables with a short duration are not discounted.

(d) Property, plant and equipment

(i) Measurement bases

Items of property, plant and equipment are stated at cost less depreciation

and impairment loss (refer to accounting policy (c)). The cost of an asset

comprises its purchase price and any directly attributable costs of bringing

the asset to the working condition and location for its intended use.

Where an item of property, plant and equipment comprises major

components having different useful lives, these components are accounted

for as separate items of property, plant and equipment.

Expenditure which is incurred to replace a component of an item of

property, plant and equipment that is accounted for separately, is capitalised

and the carrying amount of the component is written off. Other subsequent

expenditure relating to these assets is added to the carrying amount of

the assets if it can be demonstrated that such expenditure has resulted in

an increase in the future economic benefits expected to be obtained from

APPENDIX I ACCOUNTANTS’ REPORT

145

the use of the asset. All other expenditure is recognised in the income

statement as an expense as incurred.

(ii) Depreciation

Depreciation is provided to write off the cost of property, plant and

equipment over their estimated useful lives, using the straight line method,

at the following rates per annum:

Computer hardware and software 331/3%

Furniture and fixtures 20%

Leasehold improvements over the term of the leases

Motor vehicles 25%

Office equipment 331/3%

(e) Operating leases

Leases where substantially all the risks and rewards of ownership of assets

remain with the lessor are accounted for as operating leases. Annual rentals

applicable to such operating leases are charged to the income statement on a

straight-line basis over the lease terms.

(f) Financial instruments

Loans, cash at bank and in hand, and amounts receivable are stated at cost less

provision for impairment, if any. Creditors and other payables are stated at cost.

(g) Currency translation

The financial statements are prepared in United States dollars. Transactions in

other currencies are translated into United States dollars at the rates of exchange

ruling at the dates of the transactions. Monetary assets and liabilities denominated

in other currencies at the balance sheet date are translated into United States

dollars at the rates of exchange ruling at that date. Profits and losses arising on

exchange are dealt with in the income statement. Non-monetary assets and

liabilities denominated in other currencies, which are stated at historical cost,

are translated into United States dollars at the rates of exchange ruling at the

dates of the transactions.

The assets and liabilities of subsidiaries and associates which are not denominated

in United States dollars are translated into United States dollars at foreign

exchange rates ruling at the balance sheet date. Their revenues and expenses

are translated into United States dollars at rates approximating the foreign

APPENDIX I ACCOUNTANTS’ REPORT

146

exchange rates ruling at the dates of the transactions. Foreign exchange

differences arising on translation are recognised directly in equity.

(h) Taxation

Income tax on the profit and loss for the period comprises current and deferred

tax. Income tax is recognised in the income statement except to the extent that

it relates to items recognised directly to equity, in which case it is recognised in

equity.

Current tax is the expected tax payable on the taxable income for the period,

using tax rates enacted or substantially enacted at the balance sheet date, and

any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method providing for

temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for taxation purposes. The

amount of deferred tax provided is based on the expected manner of realisation

or settlement of the carrying amount of assets and liabilities, using tax rates

enacted or substantially enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that

future taxable profits will be available against which the unused tax losses and

credits can be utilised. Deferred tax assets are reduced to the extent that it is no

longer probable that the related tax benefit will be realised.

(i) Revenue

Revenue is recognised when it is probable that the economic benefits will flow

to the Group and when the revenue can be measured reliably, on the following

bases:

– Fees for corporate finance and other advisory services are recognised as

revenue when the services have been rendered.

– Fees from the placement of shares or loan arrangements for a client are

recognised as revenue when the shares have been allotted or the loan has

been arranged and proceeds received by the client.

– Interest income is recognised in the income statement as it accrues, taking

into account the effective yield on the asset.

APPENDIX I ACCOUNTANTS’ REPORT

147

The Group only recognises revenue from the receipt of non-cash consideration,

such as share options, if the fair value of such consideration can be measured

reliably at the time of receipt.

(j) Equity-related compensation

The Group’s stock option programmes allow directors and employees to acquire

shares of the Company. When the option is exercised, equity is increased by the

amount of the proceeds received and consequently no compensation cost is

recognised.

(k) Related parties

For the purpose of these financial statements, parties are considered to be

related to the Group if the Group has the ability, directly or indirectly, to control

the party or exercise significant influence over the party in making financial and

operating decisions, or vice versa, or where the Group and the party are subject

to common control or common significant influence. Related parties may be

individuals or other entities.

APPENDIX I ACCOUNTANTS’ REPORT

148

3. RESULTS

The following is a summary of the combined results of the Group for the period from5th December, 1998 to 31st December, 1999, prepared on the basis set out insection 1 above, after making such adjustments as are appropriate:

Note US$

Revenue (a) 1,011,954

Operating expensesStaff costs 329,350Marketing 43,618Legal and professional fees 122,189Rent, rates and utilities 96,385Travel and entertainment 87,771Depreciation 29,680Auditors’ remuneration 16,506Other 206,425

(931,924)

Profit from operations 80,030Interest income 56,281

Profit before tax 136,311Income tax expense (b) (35,000)

Profit after tax 101,311

Basic earnings per share (e) 0.01 cent

The minority interest’s share of the Group’s profit after tax of approximately US$100 isnot material and therefore is not separately disclosed.

Notes:

(a) Revenue

Revenue comprises fees generated from a single business segment for services rendered asfollows:

US$

Corporate finance and other advisory service fees 345,112Placement fees 666,842

1,011,954

Revenue included above represents cash fees with no recognition of any share options receivedbecause the value of such options could not be reliably measured at the date of receipt.

APPENDIX I ACCOUNTANTS’ REPORT

149

Revenue was derived from clients in the following geographical regions:

MiddleAsia Europe East Others TotalUS$ US$ US$ US$ US$

Corporate finance and otheradvisory service fees 85,000 109,000 132,662 18,450 345,112

Placement fees 22,500 544,342 100,000 – 666,842

107,500 653,342 232,662 18,450 1,011,954

(b) Income tax expense

The charge represents:US$

Current tax 9,000Deferred tax (refer to note (g) in section 4) 26,000

35,000

The above income tax expense represents Hong Kong profits tax. Current tax is provided atthe rate of 16% on the estimated assessable profit for the period.

The charge for the period is reconciled to the profit per the income statement as follows:

US$ %

Profit before tax 136,311

Tax at the rate of 16% 21,810 16.0Tax effect of expenses of subsidiaries that are not

deductible in determining Group taxable profit 13,190 9.7

35,000 25.7

(c) Directors’ remuneration

(i) Remuneration of the directors for the period was as follows:US$

Fees –Basic salaries and other emoluments 79,911

None of the directors received emoluments of more than US$129,000 (HK$1,000,000)for the period.

(ii) The five highest paid individuals included one director whose emoluments are includedin (i) above. The emoluments of the remaining four individuals were as follows:

US$

Salaries and other emoluments 156,980

None of the four individuals received emoluments of more than US$129,000(HK$1,000,000) for the period.

(iii) None of the directors or any of the other four highest paid employees of the Grouphave been paid any sum of money for the period ended 31st December, 1999 (i) as aninducement to join or upon joining the Group or (ii) for loss of office as a director of theGroup or of any other office in connection with the management of the affairs of theGroup.

APPENDIX I ACCOUNTANTS’ REPORT

150

(iv) There has been no arrangement under which a director has waived or agreed to waiveany emoluments for the period ended 31st December, 1999.

(d) Dividends

The Company did not declare any dividends during the period.

(e) Earnings per share

(i) Basic earnings per share

The calculation of basic earnings per share is based on the profit attributable toshareholders of US$101,311 and the weighted average number of shares of805,924,563 calculated based on the shares issued by Group companies during theperiod, adjusted to equivalent ordinary shares of the Company, assuming that thereorganisation referred to above had been effective on 5th December, 1998.

(ii) Diluted earnings per share

The calculation of diluted earnings per share is not meaningful in the absence of aquoted market price for the Company’s shares during the period.

4. NET ASSETS

The following is a summary of the combined net assets of the Group as at 31stDecember, 1999, prepared on the basis set out in section 1 above, after making suchadjustments as are appropriate:

Note US$

Non-current assetsProperty, plant and equipment (a) 373,163Investments (b) 713,589

Current assetsLoan to and current account

with investee company (c) 567,235Amounts due from directors (d) 33,503Amount due from a related company (e) 225,000Amounts due from shareholders 40,000Debtors, deposits and prepayments 273,854Cash at bank and in hand 5,239,705

6,379,297Current liabilities

Creditors and accrued charges 385,954Provision for tax 9,000Amount due to a director (d) 6,661Amount due to a shareholder (f) 340,472

742,087

Net current assets 5,637,210Non-current liabilities

Provision for deferred tax (g) 26,000

Net assets 6,697,962

APPENDIX I ACCOUNTANTS’ REPORT

151

Notes:

(a) Property, plant and equipment

Carrying amount atAdditions for the Depreciation for 31st December,

period at cost the period 1999US$ US$ US$

Furniture and fixtures 70,655 5,405 65,250Office equipment 37,974 3,856 34,118Computer hardware and

software 66,035 9,425 56,610Leasehold improvements 166,597 9,711 156,886Motor vehicle 61,582 1,283 60,299

Total 402,843 29,680 373,163

(b) Investments

US$

Convertible bonds and loans 175,000Convertible preference shares 169,839Ordinary shares 368,750

713,589

The above investments represent equity or debt securities in unlisted technology sectorcompanies, incorporated outside Hong Kong. The above investments do not include shareoptions received by the Group since the fair value of such options could not be reliablymeasured as at 31st December, 1999.

(c) Loan to and current account with investee company

This balance represents a loan to and current account with Planetarabia Holdings Inc.

Included in the balance is a loan of US$300,000 which bears interest of 7% per annum and isunsecured. The loan was repaid on 6th January, 2000. The current account is unsecured,bears no interest and has no fixed repayment terms.

The current account represents monies received from certain investors and paid to PlanetarabiaHoldings Inc. for investment in convertible notes in Planetarabia Holdings Inc. on behalf ofthese investors. These securities had not been issued to the investors by Planetarabia HoldingsInc. at 31st December, 1999 and the balance was treated as an advance to PlanetarabiaHoldings Inc. at that date. On receipt of the securities, the current account will be offsetagainst the corresponding amount, which is included in creditors and accrued charges as at31st December, 1999.

(d) Amounts due from/(to) directorsChan Kok

Robert John Chung,Name of director Richard Owen Johnny Ilyas Khan

Amount outstanding at31st December, 1999 (US$6,661) US$20,013 US$13,490

Maximum amount outstandingduring the period US$5 US$20,013 US$13,490

The amounts are interest free, unsecured and have no fixed terms of repayment.

The amounts have been settled in cash subsequent to 31st December, 1999.

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(e) Amount due from a related company

The balance represents an amount due from Nirvana Capital Limited which is a fund managedby the Group and in which the Group invested US$1 million subsequent to 31st December,1999. The balance is unsecured, interest free and has no fixed terms of repayment. Thebalance was settled in cash subsequent to 31st December, 1999.

(f) Amount due to a shareholder

The balance represents an amount outstanding with tekbanc.com Limited, a shareholder of theCompany. The balance is unsecured, interest free and has no fixed terms of repayment. Theamount has been settled in cash subsequent to 31st December, 1999.

(g) Provision for deferred tax

Recognised deferred tax liabilities are attributable to property, plant and equipment. Deferredtax assets of US$22,500 in respect of the tax losses of a subsidiary have not been recognisedbecause it is not probable that future taxable profits will be available against which the Groupcan utilise the benefits therefrom.

(h) Distributable reserves

As at 31st December, 1999, the reorganisation of the Group had not yet taken place and theCompany had no reserves available for distribution to its shareholders.

(i) Net tangible assets of the Company

On the basis set out in section 1 above, the net tangible assets of the Company at 31stDecember, 1999 would have been US$1,985,892, representing its interest in subsidiaries.

(j) Minority interest

The minority interest’s share of the Group’s net assets amounted to approximately US$4,700.

5. FINANCIAL INSTRUMENTS

Financial assets of the Group include loan and current accounts, cash at bank and in

hand, debtors and other receivables, and amounts due from directors, a related company

and shareholders. Financial liabilities of the Group include creditors and other payables

and amounts due to a director and a shareholder.

(i) Credit risks

Cash at bank and in hand

All of the Group’s cash is deposited with a bank in Hong Kong.

Debtors

The Group does not have a significant exposure to any individual client or

counterparty. The major concentration of credit risk arises from exposures to a

number of debtors operating in various regions including Asia and Europe.

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(ii) Fair value

The fair values of the above financial assets and liabilities are not materiallydifferent from their carrying amounts.

6. EQUITY COMPENSATION BENEFITS

During the period, the Group granted share options to certain directors and employees(“grantees”). The grantee’s right to exercise the option vests in three stages, such thatthe grantee has the right to exercise the options in respect of:

(i) the first thirty percent of the options commencing on the first anniversary of thedate of grant;

(ii) the next thirty percent of the options commencing on the second anniversary ofthe date of grant;

(iii) the remaining options commencing on the third anniversary of the date of grant.

As part of the Group reorganisation in March 2000, 387,253,098 options (as adjustedfor the effects of the Group reorganisation) were converted into 387,253,098 ordinaryshares of the Company. No other options were exercised or lapsed during the period.As at 31st December, 1999, there were 21,376,200 options with an exercise price ofUS$0.0251 outstanding and un-vested which were not subsequently converted intoordinary shares as part of the Group reorganisation.

The options expire two years after their vesting date or when the grantees cease to beemployees of the Group through resignation or dismissal or are declared bankrupt.

7. COMMITMENTS

Non-cancellable operating lease commitments in respect of office premises are payableas follows:

US$

Payable within one year 169,389Payable in the second to fifth years 318,617

488,006

Operating lease charges for the period from 5th December, 1998 to 31st December,1999 in respect of office premises amounted to US$49,577.

The Group had investment commitments of US$1,550,000 which were authorised andcontracted for as at 31st December, 1999.

The Group had no pension scheme in place as at 31st December, 1999.

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8. RELATED PARTY TRANSACTIONS

Identity of related parties

The Group has a related party relationship with its directors and executive officers,

with certain significant shareholders and with a fund managed by the Group.

Transactions with related parties

During the period, the Group entered into transactions with related parties as follows:

US$

Advisory fee income received from shareholders or companies

controlled by shareholders of the Group:

Silk Route Asset Management Company Limited** 60,000

tekbanc.com Limited 72,662

Daeyu Regent Securities Company Limited* 85,000

217,662

Placement fee income from tekbanc.com Limited,

a shareholder of the Group 100,000

Consultancy fee paid to a company related to

a shareholder of the Group 15,000

Consultancy fee paid to a company in which a director

has an equity interest 48,662

* Daeyu Regent Securities Company Limited is controlled by the Regent Pacific Group

** Silk Route Asset Management Company Limited ceased to be a shareholder subsequent to 31stDecember, 1999

In addition to the above:

(i) During the period the Group acted as financial advisor to BigSave.com Limited

which raised funds through a placement of shares. The Group earned placement

fees of US$544,342. A director and a shareholder of the Company invested a

total of US$4,002,050 in BigSave.com Limited as part of the share placing. This

investment represented 9.96% of the issued share capital of BigSave.com Limited

at 31st December, 1999.

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(ii) During the period the Group subscribed for shares in Netease.com, Inc. at a cost

of US$1,225,000. This investment represented 2.99% of the issued share capital

of Netease.com, Inc. at 31st December, 1999. The Group assigned all rights to

a portion of this investment to certain of the directors and employees of the

Group.

The consideration paid by these directors and employees for the assignment

amounted to US$885,000 and was equivalent to the cost paid by the Group for

that portion of investment which was assigned. This portion represented 2.16%

of the issued share capital of Netease.com, Inc. at 31st December, 1999.

(iii) During the period the Group subscribed for shares in Planetarabia Holdings Inc.at a cost of US$76,001. This investment represented 4% of the issued sharecapital of Planetarabia Holdings Inc. at 31st December, 1999. The Group assignedall rights to a portion of this investment to certain of the directors and employeesof the Group. The consideration paid by these directors and employees for theassignment amounted to US$61,001 and was equivalent to the cost paid by theGroup for that portion of investment which was assigned. This portion represented3.21% of the issued share capital of Planetarabia Holdings Inc. at 31st December,1999.

(iv) During the period the Group purchased a convertible bond of US$250,000 ofwhich US$125,000 was purchased on behalf of a fund managed by the Group.The balance of US$125,000 has been included in the amounts due from arelated company of US$225,000 as per note (e) in section 4 above.

(v) After the period end, the Group advised and arranged for the sale of tekbanc.comLimited. In respect of these services, the Group received fees of US$900,000.The share options previously held by the Group in tekbanc.com Limited werecancelled. As at 31st December, 1999, these share options were carried at nilvalue in the balance sheet of the Group.

In the opinion of the directors all related party transactions were carried out in theordinary course of business on normal commercial terms.

9. CONTINGENT LIABILITY

The Group, through its legal advisers, has been engaged in correspondence with legaladvisers acting for Tech Pacific (Hong Kong) Limited and Tech Pacific Limited (togetherthe “Tech Pacific Group”) regarding claims by the Tech Pacific Group concerning therisk of potential confusion between the respective names. In the event that the TechPacific Group takes further action against the Group, it might be costly and time-consuming for the Group to defend and, if the action is decided against the Group,may result in the Group being required to change its name and to pay damages. Acontingent liability exists in this respect which the directors are unable to quantify.

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10. SUBSEQUENT EVENTS

Subsequent to 31st December, 1999, the Group has invested or committed toinvest a total of approximately US$19 million in technology sector companies andin a fund managed by the Group.

Subsequent to 31st December, 1999, the companies now comprising the Groupunderwent a reorganisation in preparation for the listing of the shares of the Companyon the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited asexplained in the first page of our report above.

In February 2000, a placing of equity shares was completed by the Group to privateand institutional investors raising additional proceeds of US$1,367,370.

In March 2000, a placing of equity shares was made by the Group to private andinstitutional investors raising proceeds of US$14,530,996.

11. SUBSEQUENT FINANCIAL STATEMENTS

No audited financial statements have been prepared by the Company or any of the

companies comprising the Group in respect of any period subsequent to 31st

December, 1999.

Yours faithfully,

KPMG Grant ThorntonCertified Public Accountants Certified Public Accountants

Hong Kong Hong Kong

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Set out below is a summary of certain provisions of the Memorandum and Articles of

Association of the Company and of certain aspects of Cayman company law.

The Company was incorporated in the Cayman Islands as an exempted company with

limited liability on 21st February, 2000 under the Companies Law (Revised) of the

Cayman Islands (the “Companies Law”). The Memorandum of Association (the

“Memorandum”) and the Articles of Association (the “Articles”) comprise its constitution.

1. MEMORANDUM OF ASSOCIATION

(a) The Memorandum states, inter alia, that the liability of members of the Company

is limited to the amount, if any, for the time being unpaid on the Shares

respectively held by them and that the objects for which the Company is

established are unrestricted (including acting as an investment company), and

that the Company shall have and be capable of exercising any and all of the

powers at any time or from time to time exercisable by a natural person or body

corporate, irrespective of any question of corporate benefit, as provided in section

27(2) of the Companies Law in doing in any part of the world whether as

principal, agent, contractor or otherwise whatever may be considered by it

necessary for the attainment of its objects, and in view of the fact that the

Company is an exempted company that the Company will not trade in the Cayman

Islands with any person, firm or corporation except in furtherance of the business

of the Company carried on outside the Cayman Islands.

(b) The Company may by special resolution alter its Memorandum with respect to

any objects, powers or other matters specified therein.

2. ARTICLES OF ASSOCIATION

The Articles were adopted on 3rd April 2000 subject to the conditions referred to in

Appendix III paragraph A4 entitled “Shareholders’ meetings of the Company dated 3rd

April, 2000”. The following is a summary of certain provisions of the Articles:

(a) Directors

(i) Power to allot and issue shares and warrants

Subject to the provisions of the Companies Law and the Memorandum and

Articles and to any special rights conferred on the holders of any shares

or class of shares, any share may be issued with or have attached thereto

such rights, or such restrictions, whether with regard to dividend, voting,

return of capital, or otherwise, as the Company may by ordinary resolution

determine (or, in the absence of any such determination or so far as the

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same may not make specific provision, as the board may determine).

Subject to the Companies Law, the rules of any Designated Stock Exchange

(as defined in the Articles) and the Memorandum and Articles, any share

may be issued on terms that, at the option of the Company or the holder

thereof, they are liable to be redeemed.

The board may issue warrants conferring the right upon the holders thereof

to subscribe for any class of shares or securities in the capital of the

Company on such terms as it may from time to time determine.

Subject to the provisions of the Companies Law and the Articles and,

where applicable, the rules of any Designated Stock Exchange (as defined

in the Articles) and without prejudice to any special rights or restrictions

for the time being attached to any shares or any class of shares, all

unissued shares in the Company shall be at the disposal of the board,

which may offer, allot, grant options over or otherwise dispose of them to

such persons, at such times, for such consideration and on such terms

and conditions as it in its absolute discretion thinks fit, but so that no

shares shall be issued at a discount.

Neither the Company nor the board shall be obliged, when making or

granting any allotment of, offer of, option over or disposal of shares, to

make, or make available, any such allotment, offer, option or shares to

members or others with registered addresses in any particular territory or

territories being a territory or territories where, in the absence of a

registration statement or other special formalities, this would or might, in

the opinion of the board, be unlawful or impracticable. Members affected

as a result of the foregoing sentence shall not be, or be deemed to be, a

separate class of members for any purpose whatsoever.

(ii) Power to dispose of the assets of the Company or any subsidiary

There are no specific provisions in the Articles relating to the disposal of

the assets of the Company or any of its subsidiaries. The Directors may,

however, exercise all powers and do all acts and things which may be

exercised or done or approved by the Company and which are not required

by the Articles or the Companies Law to be exercised or done by the

Company in general meeting.

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(iii) Compensation or payments for loss of office

Pursuant to the Articles, payments to any Director or past Director of any

sum by way of compensation for loss of office or as consideration for or in

connection with his retirement from office (not being a payment to which

the Director is contractually entitled) must be approved by the Company

in general meeting.

(iv) Loans and provision of security for loans to Directors

There are provisions in the Articles prohibiting the making of loans to

Directors or their respective associates (as defined in the Companies

Ordinance).

(v) Disclosure of interests in contracts with the Company or any of its

subsidiaries.

A Director may hold any other office or place of profit with the Company

(except that of the auditor of the Company) in conjunction with his office

of Director for such period and, subject to the Articles, upon such terms

as the board may determine, and may be paid such extra remuneration

therefor (whether by way of salary, commission, participation in profits or

otherwise) in addition to any remuneration provided for by or pursuant to

any other Articles. A Director may be or become a director or other

officer of, or otherwise interested in, any company promoted by the

Company or any other company in which the Company may be interested,

and shall not be liable to account to the Company or the members for any

remuneration, profits or other benefits received by him as a director,

officer or member of, or from his interest in, such other company. Subject

as otherwise provided by the Articles, the board may also cause the voting

power conferred by the shares in any other company held or owned by

the Company to be exercised in such manner in all respects as it thinks fit,

including the exercise thereof in favour of any resolution appointing the

Directors or any of them to be directors or officers of such other company,

or voting or providing for the payment of remuneration to the directors or

officers of such other company.

Subject to the Companies Law and the Articles, no Director or proposed

or intended Director shall be disqualified by his office from contracting

with the Company, either with regard to his tenure of any office or place of

profit or as vendor, purchaser or in any other manner whatsoever, nor

shall any such contract or any other contract or arrangement in which any

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Director is in any way interested be liable to be avoided, nor shall any

Director so contracting or being so interested be liable to account to the

Company or the members for any remuneration, profit or other benefits

realised by any such contract or arrangement by reason of such Director

holding that office or the fiduciary relationship thereby established. A

Director who to his knowledge is in any way, whether directly or indirectly,

interested in a contract or arrangement or proposed contract or

arrangement with the Company shall declare the nature of his interest at

the meeting of the board at which the question of entering into the contract

or arrangement is first taken into consideration, if he knows his interest

then exists, or in any other case, at the first meeting of the board after he

knows that he is or has become so interested.

A Director shall not vote (nor be counted in the quorum) on any resolution

of the board in respect of any contract or arrangement or other proposal

in which he is to his knowledge materially interested but this prohibition

shall not apply to any of the following matters, namely:

(aa) any contract or arrangement for the giving of any security or

indemnity to the Director in respect of money lent or obligations

incurred or undertaken by him at the request of or for the benefit of

the Company or any of its subsidiaries;

(bb) any contract or arrangement for the giving by the Company of any

security or indemnity to a third party in respect of a debt or obligation

of the Company or any of its subsidiaries for which the Director has

himself assumed responsibility in whole or in part whether alone or

jointly under a guarantee or indemnity or by the giving of security;

(cc) any contract or arrangement concerning an offer of shares or

debentures or other securities of or by the Company or any other

company which the Company may promote or be interested in for

subscription or purchase, where the Director is or is to be interested

as a participant in the underwriting or sub-underwriting of the offer;

(dd) any contract or arrangement in which the Director is interested in

the same manner as other holders of shares or debentures or other

securities of the Company or any of its subsidiaries by virtue only of

his interest in shares or debentures or other securities of the

Company;

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(ee) any contract or arrangement concerning any other company in which

he is interested only, whether directly or indirectly, as an officer or

executive or a shareholder other than a company in which the

Director together with any of his associates (as defined by the rules,

where applicable, of any Designated Stock Exchange (as defined in

the Articles)) is beneficially interested in 5% or more of the issued

shares or of the voting rights of any class of shares of such company

(or of any third company through which his interest is derived); or

(ff) any proposal concerning the adoption, modification or operation of

a share option scheme, a pension fund or retirement, death, or

disability benefits scheme or other arrangement which relates both

to Directors and employees of the Company or of any of its

subsidiaries and does not provide in respect of any Director as such

any privilege or advantage not accorded to the employees to which

such scheme or fund relates.

(vi) Remuneration

The ordinary remuneration of the Directors shall from time to time be

determined by the Company in general meeting, such sum (unless otherwise

directed by the resolution by which it is voted) to be divided amongst the

Directors in such proportions and in such manner as the board may agree

or, failing agreement, equally, except that any Director holding office for

part only of the period in respect of which the remuneration is payable

shall only rank in such division in proportion to the time during such

period for which he held office. The Directors shall also be entitled to be

prepaid or repaid all travelling, hotel and incidental expenses reasonably

expected to be incurred or incurred by them in attending any board

meetings, committee meetings or general meetings or separate meetings

of any class of shares or of debentures of the Company or otherwise in

connection with the discharge of their duties as Directors.

Any Director who, by request, goes or resides abroad for any purpose of

the Company or who performs services which in the opinion of the board

go beyond the ordinary duties of a Director may be paid such extra

remuneration (whether by way of salary, commission, participation in profits

or otherwise) as the board may determine and such extra remuneration

shall be in addition to or in substitution for any ordinary remuneration as a

Director. An executive Director appointed to be a managing director, joint

managing director, deputy managing director or other executive officer

shall receive such remuneration (whether by way of salary, commission or

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participation in profits or otherwise or by all or any of those modes) and

such other benefits (including pension and/or gratuity and/or other benefits

on retirement) and allowances as the board may from time to time decide.

Such remuneration may be either in addition to or in lieu of his remuneration

as a Director.

The board may establish or concur or join with other companies (being

subsidiary companies of the Company or companies with which it is

associated in business) in establishing and making contributions out of the

Company’s monies to any schemes or funds for providing pensions, sickness

or compassionate allowances, life assurance or other benefits for employees

(which expression as used in this and the following paragraph shall include

any Director or ex-Director who may hold or have held any executive

office or any office of profit with the Company or any of its subsidiaries)

and ex-employees of the Company and their dependents or any class or

classes of such persons.

The board may pay, enter into agreements to pay or make grants of

revocable or irrevocable, and either subject or not subject to any terms or

conditions, pensions or other benefits to employees and ex-employees

and their dependents, or to any of such persons, including pensions or

benefits additional to those, if any, to which such employees or ex-

employees or their dependents are or may become entitled under any

such scheme or fund as is mentioned in the previous paragraph. Any such

pension or benefit may, as the board considers desirable, be granted to

an employee either before and in anticipation of, or upon or at any time

after, his actual retirement.

(vii) Retirement, appointment and removal

At each annual general meeting, one third of the Directors for the time

being (or if their number is not a multiple of three, then the number

nearest to but not greater than one third) will retire from office by rotation

provided that no Director holding office as chairman, chief executive officer

and/or managing director shall be subject to retirement by rotation, or be

taken into account in determining the number of Directors to retire. The

Directors to retire in every year shall be those who have been longest in

office since their last re-election or appointment but as between persons

who became or were last re-elected Directors on the same day those to

retire will (unless they otherwise agree among themselves) be determined

by lot. There are no provisions relating to retirement of Directors upon

reaching any age limit.

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The Directors shall have the power from time to time and at any time to

appoint any person as a Director either to fill a casual vacancy on the

board or as an addition to the existing board. Any Director so appointed

shall hold office only until the next following annual general meeting of the

Company and shall then be eligible for re-election. Neither a Director nor

an alternate Director is required to hold any shares in the Company by

way of qualification.

A Director may be removed by a special resolution of the Company before

the expiration of his period of office (but without prejudice to any claim

which such Director may have for damages for any breach of any contract

between him and the Company) and may by ordinary resolution appoint

another in his place. Unless otherwise determined by the Company in

general meeting, the number of Directors shall not be less than two. There

is no maximum number of Directors.

The office or director shall be vacated:

(aa) if he resigns his office by notice in writing delivered to the Company

at the registered office of the Company for the time being or tendered

at a meeting of the Board whereupon the Board resolves to accept

such resignation;

(bb) becomes of unsound mind or dies;

(cc) if, without special leave, he is absent from meetings of the board

(unless an alternate director appointed by him attends) for six (6)

consecutive months, and the board resolves that his office be vacated;

(dd) if he becomes bankrupt or has a receiving order made against him

or suspends payment or compounds with his creditors;

(ee) if he is prohibited from being a director by law;

(ff) if he ceases to be a director by virtue of any provision of law or is

removed from office pursuant to the Articles.

The board may from time to time appoint one or more of its body to be

managing director, joint managing director, or deputy managing director

or to hold any other employment or executive office with the Company for

such period and upon such terms as the board may determine and the

board may revoke or terminate any of such appointments. The board may

APPENDIX II SUMMARY OF THE CONSTITUTION OF

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delegate any of its powers, authorities and discretions to committees

consisting of such Director or Directors and other persons as the board

thinks fit, and it may from time to time revoke such delegation or revoke

the appointment of and discharge any such committees either wholly or in

part, and either as to persons or purposes, but every committee so formed

shall, in the exercise of the powers, authorities and discretions so delegated,

conform to any regulations that may from time to time be imposed upon it

by the board.

(viii) Borrowing powers

The board may exercise all the powers of the Company to raise or borrow

money, to mortgage or charge all or any part of the undertaking, property

and assets (present and future) and uncalled capital of the Company and,

subject to the Companies Law, to issue debentures, bonds and other

securities of the Company, whether outright or as collateral security for

any debt, liability or obligation of the Company or of any third party.

(ix) Proceedings of the Board

The board may meet for the despatch of business, adjourn and otherwise

regulate their meetings as they think fit. Questions arising at any meeting

shall be determined by a majority of votes. In the case of an equality of

votes, the chairman of the meeting shall have an additional or casting

vote.

(x) Register of Directors and Officers

The Companies Law and the Articles provide that the Company is required

to maintain at its registered office a register of directors and officers

which is not available for inspection by the public. A copy of such register

must be filed with the Registrar of Companies in the Cayman Islands and

any change must be notified to the Registrar as required by companies

law.

(b) Alterations to constitutional documents

The Articles may be rescinded, altered or amended by a special resolution of

the members. The Articles state that a special resolution shall be required to

alter the provisions of the Memorandum or to change the name of the Company.

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(c) Alteration of capital

The Company may from time to time by ordinary resolution in accordance with

the relevant provisions of the Companies Law:

(i) increase its capital by such sum, to be divided into shares of such amounts

as the resolution shall prescribe;

(ii) consolidate and divide all or any of its capital into shares of larger amount

than its existing shares;

(iii) divide its shares into several classes and without prejudice to any special

rights previously conferred on the holders of existing shares as the directors

may determine;

(iv) subdivide its shares or any of them into shares of smaller amount than is

fixed by the Memorandum, subject nevertheless to the provisions of the

Companies Law, and so that the resolution whereby any share is sub-

divided may determine that, as between the holders of the shares resulting

from such sub-division, one or more of the shares may have any such

preferred or other special rights, over, or may have such deferred rights

or be subject to any such restrictions as compared with the others as the

Company has power to attach to unissued or new shares.

(v) cancel any shares which, at the date of passing of the resolution, have not

been taken, or agreed to be taken, by any person, and diminish the amount

of its capital by the amount of the shares so cancelled.

The Company may subject to the provisions of the Companies Law reduce its

share capital or share premium account or any capital redemption reserve or

other undistributable reserve in any way permitted by law by special resolution.

(d) Variation of rights of existing shares or classes of shares

Subject to the Companies Law, all or any of the special rights attached to the

shares or any class of shares may (unless otherwise provided for by the terms of

issue of that class) be varied, modified or abrogated either with the consent in

writing of the holders of not less than threefourths in nominal value of the issued

shares of that class or with the sanction of a special resolution passed at a

separate general meeting of the holders of the shares of that class. To every

such separate general meeting the provisions of the Articles relating to general

meetings will mutatis mutandis apply, but so that the necessary quorum (other

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than at an adjourned meeting) shall be two persons holding or representing by

proxy not less than onethird in nominal value of the issued shares of that class

and at any adjourned meeting two holders present in person or by proxy whatever

the number of shares held by them shall be a quorum. Every holder of shares of

the class shall be entitled on a poll to one vote for every such share held by him,

and any holder of shares of the class present in person or by proxy may demand

a poll.

The special rights conferred upon the holders of any shares or class of shares

shall not, unless otherwise expressly provided in the rights attaching to the

terms of issue of such shares, be deemed to be varied by the creation or issue

of further shares ranking pari passu therewith.

(e) Special resolution – majority required

Pursuant to the Articles, a special resolution of the Company must be passed by

a majority of not less than three-fourths of the votes cast by such members as,

being entitled so to do, vote in person or, in the case of such members as are

corporations, by their duly authorised representatives or, where proxies are

allowed, by proxy at a general meeting of which not less than 21 clear days’

notice, specifying the intention to propose the resolution as a special resolution,

has been duly given. Provided that, except in the case of an annual general

meeting, if it is so agreed by a majority in number of the members having a right

to attend and vote at such meeting, being a majority together holding not less

than 95%. in nominal value of the shares giving that right and, in the case of an

annual general meeting, if so agreed by all Members entitled to attend and vote

thereat, a resolution may be proposed and passed as a special resolution at a

meeting of which less than 21 clear days’ notice has been given.

An ordinary resolution is defined in the Articles to mean a resolution passed by

a simple majority of the votes of such members of the Company as, being

entitled to do so, vote in person or, in the case of corporations, by their duly

authorised representatives or, where proxies are allowed, by proxy at a general

meeting held in accordance with the Articles.

(f) Voting rights (generally and on a poll) and right to demand a poll

Subject to any special rights or restrictions as to voting for the time being

attached to any shares by or in accordance with the Articles, at any general

meeting on a show of hands, every member who is present in person or by

proxy or being a corporation, is present by its duly authorised representative

shall have one vote and on a poll every member present in person or by proxy

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or, in the case of a member being a corporation, by its duly authorised

representative shall have one vote for every fully paid share of which he is the

holder but so that no amount paid up or credited as paid up on a share in

advance of calls or installments is treated for the foregoing purposes as paid up

on the share. Notwithstanding anything contained in the Articles, where more

than one proxy is appointed by a member which is a clearing house (or its

nominee), each such proxy shall have one vote on a show of hands. On a poll, a

member entitled to more than one vote need not use all his votes or cast all the

votes he uses in the same way.

At any general meeting a resolution put to the vote of the meeting is to be

decided on a show of hands unless (before or on the declaration of the result of

the show of hands or on the withdrawal of any other demand for a poll) a poll is

demanded by (i) the chairman of the meeting or (ii) at least five members present

in person or, in the case of a member being a corporation, by its duly authorised

representative or by proxy for the time being entitled to vote at the meeting or

(iii) any member or members present in person or, in the case of a member

being a corporation, by its duly authorised representative or by proxy and

representing not less than onetenth of the total voting rights of all the members

having the right to vote at the meeting or (iv) a member or members present in

person or, in the case of a member being a corporation, by its duly authorised

representative or by proxy and holding shares in the Company conferring a right

to vote at the meeting being shares on which an aggregate sum has been paid

equal to not less than one-tenth of the total sum paid up on all the shares

conferring that right.

If a recognised clearing house is a member of the Company it may authorise

such person or persons (or its nominee) as it thinks fit to act as its representative(s)

at any meeting of the Company or at any meeting of any class of members of the

Company provided that, if more than one person is so authorised, the authorisation

shall specify the number and class of shares in respect of which each such

person is so authorised. A person authorised pursuant to this provision shall be

entitled to exercise the same powers on behalf of the recognised clearing house

(or its nominee) as if such person was the registered holder of the shares held

by the clearing house (or its nominee) including the right to vote individually on

a show of hands.

(g) Requirements for annual general meetings

An annual general meeting of the Company must be held in each year, other

than the year of incorporation (within a period of not more than 15 months after

the holding of the last preceding annual general meeting or a period of 18

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months from the date of incorporation, unless a longer period would not infringe

the rules of any Designated Stock Exchange (as defined in the Articles)) at such

time and place as may be determined by the board.

(h) Accounts and audit

The board shall cause true accounts to be kept of the sums of money received

and expended by the Company, and the matters in respect of which such receipt

and expenditure take place, and of the property, assets, credits and liabilities of

the Company and of all other matters required by the Companies Law or necessary

to give a true and fair view of the Company’s affairs and to explain its transactions.

The accounting records shall be kept at the registered office or at such other

place or places as the board decides and shall always be open to inspection by

any Director. No member (other than a Director) shall have any right to inspect

any accounting record or book or document of the Company except as conferred

by law or authorised by the board or the Company in general meeting.

A copy of every balance sheet and profit and loss account (including every

document required by law to be annexed thereto) which is to be laid before the

Company at its general meeting, together with a printed copy of the Directors’

report and a copy of the auditors’ report, shall not less than 21 days before the

date of the meeting be sent to every person entitled to receive notices of

general meetings of the Company under the provisions the Articles.

Auditors shall be appointed and the terms and tenure of such appointment and

their duties at all times regulated in accordance with the provisions of the Articles.

The remuneration of the auditors shall be fixed by the Company in general

meeting or in such manner as the members may determine.

The financial statements of the Company shall be audited by the auditor in

accordance with generally accepted auditing standards. The auditor shall make a

written report thereon in accordance with generally accepted auditing standards

and the report of the auditor shall be submitted to the members in general

meeting. The generally accepted auditing standards referred to herein may be

those of a country or jurisdiction other than the Cayman Islands. If so, the

financial statements and the report of the auditor should disclose this fact and

name such country or jurisdiction.

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(i) Notices of meetings and business to be conducted thereat

An annual general meeting and any extraordinary general meeting at which it is

proposed to pass a special resolution shall (save as set out in subparagraph (e)

above) be called by at least 21 clear days’ notice in writing, and any other

extraordinary general meeting shall be called by at least 14 clear days’ notice (in

each case exclusive of the day on which the notice is served or deemed to be

served and of the day for which it is given). The notice must specify the time and

place of the meeting and, in the case of special business, the general nature of

that business. In addition notice of every general meeting shall be given to all

members of the Company other than such as, under the provisions of the Articles

or the terms of issue of the shares they hold, are not entitled to receive such

notices from the Company, and also to the auditors for the time being of the

Company.

Notwithstanding that a meeting of the Company is called by shorter notice than

that mentioned above, it shall be deemed to have been duly called if it is so

agreed:

(i) in the case of a meeting called as an annual general meeting, by all

members of the Company entitled to attend and vote thereat; and

(ii) in the case of any other meeting, by a majority in number of the members

having a right to attend and vote at the meeting, being a majority together

holding not less than 95% in nominal value of the issued shares giving

that right.

All business shall be deemed special that is transacted at an extraordinary

general meeting and also all business shall be deemed special that is transacted

at an annual general meeting with the exception of the following, which shall be

deemed ordinary business:

(aa) the declaration and sanctioning of dividends;

(bb) the consideration and adoption of the accounts and balance sheet and the

reports of the directors and the auditors;

(cc) the election of directors in place of those retiring;

(dd) the appointment of auditors and other officers;

(ee) the fixing of the remuneration of the directors and of the auditors;

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(ff) the granting of any mandate or authority to the directors to offer, allot,

grant options over or otherwise dispose of the unissued shares of theCompany representing not more than 20% or such other percentage as

may from time to time be specified by the Designated Stock Exchange (asdefined in the Articles) in nominal value of its existing issued share capital;

and

(gg) the granting of any mandate or authority to the Directors to repurchasesecurities of the Company.

(j) Transfer of shares

All transfers of shares may be effected by an instrument of transfer in the usual

or common form or in such other form approved by the board or prescribed bythe Designated Stock Exchange (as defined in the Articles) and which may be

under hand or, if the transferor or transferee is a clearing house or its nominees(s),by hand or by machine imprinted signature or by such other manner of execution

as the board may approve from time to time. The instrument of transfer shall beexecuted by or on behalf of the transferor and the transferee provided that the

board may dispense with the execution of the instrument of transfer by thetransferee in any case in which it thinks fit, in its discretion, to do so and the

transferor shall be deemed to remain the holder of the share until the name ofthe transferee is entered in the register of members in respect thereof. The

board may also resolve either generally or in any particular case, upon requestby either the transferor or the transferee, to accept mechanically executed

transfers.

The board in so far as permitted by any applicable law may, in its absolutediscretion, at any time and from time to time transfer any share upon the principal

register to any branch register or any share on any branch register to theprincipal register or any other branch register.

Unless the board otherwise agrees, no shares on the principal register shall be

transferred to any branch register nor may shares on any branch register betransferred to the principal register or any other branch register. All transfers

and other documents of title shall be lodged for registration and registered, inthe case of shares on a branch register, at the relevant registration office and, in

the case of shares on the principal register, at the registered office in theCayman Islands or such other place at which the principal register is kept in

accordance with the Companies Law.

The board may, in its absolute discretion, and without assigning any reason,refuse to register a transfer of any share (not being a fully paid up share) to a

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person of whom it does not approve or any share issued under any share

incentive scheme for employees upon which a restriction on transfer imposed

thereby still subsists, and it may also refuse to register any transfer of any share

to more than four joint holders or any transfer of any share (not being a fully

paid up share) on which the Company has a lien.

The board may decline to recognise any instrument of transfer unless a fee of

such maximum sum as any Designated Stock Exchange (as defined in the Articles)

may determine to be payable or such lesser sum as the Directors may from time

to time require is paid to the Company in respect thereof, the instrument of

transfer, if applicable, is properly stamped, is in respect of only one class of

share and is lodged at the relevant registration office or registered office or such

other place at which the principal register is kept accompanied by the relevant

share certificate(s) and such other evidence as the board may reasonably require

to show the right of the transferor to make the transfer (and if the instrument of

transfer is executed by some other person on his behalf, the authority of that

person so to do).

The registration of transfers may be suspended and the register closed on giving

notice by advertisement in a relevant newspaper and, where applicable, any

other newspapers in accordance with the requirements of any Designated Stock

Exchange (as defined in the Articles), at such times and for such periods as the

board may determine not exceeding in the whole 30 days in any year and either

generally or in respect of any class of shares. The register of members.

(k) Power for the Company to purchase its own shares

The Company is empowered by the Companies Law and the Articles to purchase

its own Shares subject to certain restrictions and the Board may only exercise

this power on behalf of the Company subject to any applicable requirements

imposed from time to time by any Designated Stock Exchange.

(l) Power for any subsidiary of the Company to own shares in the Company

There are no provisions in the Articles relating to ownership of shares in the

Company by a subsidiary.

(m) Dividends and other methods of distribution

Subject to the Companies Law, the Company in general meeting may declare

dividends in any currency to be paid to the members but no dividend shall be

declared in excess of the amount recommended by the board.

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The Articles provide that dividends may be declared and paid out of the profits

of the Company, realised or unrealised, or from any reserve set aside from

profits which the directors determine is no longer needed. With the sanction of

an ordinary resolution dividends may also be declared and paid out of share

premium account or any other fund or account which can be authorised for this

purpose in accordance with the Companies Law.

Except in so far as the rights attaching to, or the terms of issue of, any share

may otherwise provide, (i) all dividends shall be declared and paid according to

the amounts paid up on the shares in respect whereof the dividend is paid but

no amount paid up on a share in advance of calls shall for this purpose be

treated as paid up on the share and (ii) all dividends shall be apportioned and

paid pro rata according to the amount paid up on the shares during any portion

or portions of the period in respect of which the dividend is paid. The Directors

may deduct from any dividend or other monies payable to any member or in

respect of any shares all sums of money (if any) presently payable by him to the

Company on account of calls or otherwise.

Whenever the board or the Company in general meeting has resolved that a

dividend be paid or declared on the share capital of the Company, the board

may further resolve either (a) that such dividend be satisfied wholly or in part in

the form of an allotment of shares credited as fully paid up, provided that the

shareholders entitled thereto will be entitled to elect to receive such dividend

(or part thereof) in cash in lieu of such allotment, or (b) that shareholders entitled

to such dividend will be entitled to elect to receive an allotment of shares

credited as fully paid up in lieu of the whole or such part of the dividend as the

board may think fit. The Company may also upon the recommendation of the

board by an ordinary resolution resolve in respect of any one particular dividend

of the Company that it may be satisfied wholly in the form of an allotment of

shares credited as fully paid up without offering any right to shareholders to

elect to receive such dividend in cash in lieu of such allotment.

Any dividend, interest or other sum payable in cash to the holder of shares may

be paid by cheque or warrant sent through the post addressed to the holder at

his registered address, or in the case of joint holders, addressed to the holder

whose name stands first in the register of the Company in respect of the shares

at his address as appearing in the register or addressed to such person and at

such addresses as the holder or joint holders may in writing direct. Every such

cheque or warrant shall, unless the holder or joint holders otherwise direct, be

made payable to the order of the holder or, in the case of joint holders, to the

order of the holder whose name stands first on the register in respect of such

shares, and shall be sent at his or their risk and payment of the cheque or

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warrant by the bank on which it is drawn shall constitute a good discharge to the

Company. Any one of two or more joint holders may give effectual receipts for

any dividends or other moneys payable or property distributable in respect of

the shares held by such joint holders.

Whenever the board or the Company in general meeting has resolved that a

dividend be paid or declared the board may further resolve that such dividend

be satisfied wholly or in part by the distribution of specific assets of any kind.

All dividends or bonuses unclaimed for one year after having been declared may

be invested or otherwise made use of by the board for the benefit of the

Company until claimed and the Company shall not be constituted a trustee in

respect thereof. All dividends or bonuses unclaimed for six years after having

been declared may be forfeited by the board and shall revert to the Company.

No dividend or other monies payable by the Company on or in respect of any

share shall bear interest against the Company.

(n) Proxies

Any member of the Company entitled to attend and vote at a meeting of the

Company is entitled to appoint another person as his proxy to attend and vote

instead of him. A member who is the holder of two or more shares may appoint

more than one proxy to represent him and vote on his behalf at a general

meeting of the Company or at a class meeting. A proxy need not be a member

of the Company and shall be entitled to exercise the same powers on behalf of a

member who is an individual and for whom he acts as proxy as such member

could exercise. In addition, a proxy shall be entitled to exercise the same powers

on behalf of a member which is a corporation and for which he acts as proxy as

such member could exercise if it were an individual member. On a poll or on a

show of hands, votes may be given either personally (or, in the case of a member

being a corporation, by its duly authorised representative) or by proxy.

(o) Call on shares and forfeiture of shares

Subject to the Articles and to the terms of allotment, the board may from time to

time make such calls upon the members in respect of any monies unpaid on the

shares held by them respectively (whether on account of the nominal value of

the shares or by way of premium). A call may be made payable either in one

lump sum or by installments. If the sum payable in respect of any call or instalment

is not paid on or before the day appointed for payment thereof, the person or

persons from whom the sum is due shall pay interest on the same at such rate

not exceeding 20% per annum as the board may agree to accept from the day

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appointed for the payment thereof to the time of actual payment, but the board

may waive payment of such interest wholly or in part. The board may, if it thinks

fit, receive from any member willing to advance the same, either in money or

money’s worth, all or any part of the monies uncalled and unpaid or installments

payable upon any shares held by him, and upon all or any of the monies so

advanced the Company may pay interest at such rate (if any) as the board may

decide.

If a member fails to pay any call on the day appointed for payment thereof, the

board may serve not less than 14 clear days’ notice on him requiring payment of

so much of the call as is unpaid, together with any interest which may have

accrued and which may still accrue up to the date of actual payment and stating

that, in the event of nonpayment at or before the time appointed, the shares in

respect of which the call was made will be liable to be forfeited.

If the requirements of any such notice are not complied with, any share in

respect of which the notice has been given may at any time thereafter, before

the payment required by the notice has been made, be forfeited by a resolution

of the board to that effect. Such forfeiture will include all dividends and bonuses

declared in respect of the forfeited share and not actually paid before the

forfeiture.

A person whose shares have been forfeited shall cease to be a member in

respect of the forfeited shares but shall, notwithstanding, remain liable to pay to

the Company all monies which, at the date of forfeiture, were payable by him to

the Company in respect of the shares, together with (if the board shall in its

discretion so require) interest thereon from the date of forfeiture until the date

of actual payment at such rate not exceeding 20% per annum as the board

determines.

(p) Inspection of register of members

Pursuant to the Articles the register and branch register of members shall be

open to inspection between 10:00 a.m. and 12:00 noon on every business day

by members without charge, or by any other person upon a maximum payment

of HK$2.50 or such other maximum amount from time to time prescribed by the

Designated Stock Exchange (as defined in the Articles), at the registered office

or such other place in the Cayman Islands at which the register is kept in

accordance with the Companies Law or, upon a maximum payment of HK$10.00

or such other maximum amount from time to time prescribed by the Designated

Stock Exchange (as defined in the Articles), at the Registration Office (as defined

in the Articles), unless the register is closed in accordance with the Articles.

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(q) Quorum for meetings and separate class meetings

No business shall be transacted at any general meeting unless a quorum is

present when the meeting proceeds to business, but the absence of a quorum

shall not preclude the appointment of a chairman.

Save as otherwise provided by the Articles the quorum for a general meeting

shall be two members present in person (or, in the case of a member being a

corporation, by its duly authorised representative) or by proxy and entitled to

vote. In respect of a separate class meeting (other than an adjourned meeting)

convened to sanction the modification of class rights the necessary quorum shall

be two persons holding or representing by proxy not less than onethird in

nominal value of the issued shares of that class.

A corporation being a member shall be deemed for the purpose of the Articles

to be present in person if represented by its duly authorised representative

being the person appointed by resolution of the directors or other governing

body of such corporation to act as its representative at the relevant general

meeting of the Company or at any relevant general meeting of any class of

members of the Company.

(r) Rights of the minorities in relation to fraud or oppression

There are no provisions in the Articles relating to rights of minority shareholders

in relation to fraud or oppression. However, certain remedies are available to

shareholders of the Company under Cayman law, as summarised in paragraph

4(e) of this Appendix.

(s) Procedures on liquidation

A resolution that the Company be wound up by the court or be wound up

voluntarily shall be a special resolution.

Subject to any special rights, privileges or restrictions as to the distribution of

available surplus assets on liquidation for the time being attached to any class or

classes of shares (i) if the Company shall be wound up and the assets available

for distribution amongst the members of the Company shall be more than sufficient

to repay the whole of the capital paid up at the commencement of the winding

up, the excess shall be distributed pari passu amongst such members in proportion

to the amount paid up on the shares held by them respectively and (ii) if the

Company shall be wound up and the assets available for distribution amongst

the members as such shall be insufficient to repay the whole of the paid-up

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capital, such assets shall be distributed so that, as nearly as may be, the losses

shall be borne by the members in proportion to the capital paid up, or which

ought to have been paid up, at the commencement of the winding up on the

shares held by them respectively.

If the Company shall be wound up (whether the liquidation is voluntary or by the

court) the liquidator may, with the authority of a special resolution and any other

sanction required by the Companies Law divide among the members in specie

or kind the whole or any part of the assets of the Company and whether or not

the assets shall consist of property of one kind or shall consist of properties of

different kinds and the liquidator may, for such purpose, set such value as he

deems fair upon any one or more class or classes of property to be divided as

aforesaid and may determine how such division shall be carried out as between

the members or different classes of members. The liquidator may, with the like

authority, vest any part of the assets in trustees upon such trusts for the benefit

of members as the liquidator, with the like authority, shall think fit, but so that no

contributory shall be compelled to accept any shares or other property in respect

of which there is a liability.

(t) Untraceable members

Pursuant to the Articles, the Company may sell any of the shares of a member

who is untraceable if (i) all cheques or warrants (being not less than three in

total number) for any sum payable in cash to the holder of such shares have

remained uncashed for a period of 12 years; (ii) upon the expiry of the 12 year

period, the Company has not during that time received any indication of the

existence of the member; and (iii) the Company has caused an advertisement to

be published in accordance with the rules of the Designated Stock Exchange (as

defined in the Articles) of its intention to sell such shares and a period of three

months, or such shorter period as may be permitted by the Designated Stock

Exchange, has elapsed since such advertisement. The net proceeds of any such

sale shall belong to the Company and upon receipt by the Company of such net

proceeds, it shall become indebted to the former member of the Company for

an amount equal to such net proceeds.

(u) Subscription rights reserve

The Articles provide that to the extent that it is not prohibited by and is in

compliance with the Companies Law, if warrants to subscribe for shares have

been issued by the Company and the Company does any act or engages in any

transaction which would result in the subscription price of such warrants being

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reduced below the par value of a share, a subscription rights reserve shall be

established and applied in paying up the difference between the subscription

price and the par value of a share on any exercise of the warrants.

3. CAYMAN ISLANDS COMPANY LAW

The Company is incorporated in the Cayman Islands subject to the Companies Law

(Revised) of the Cayman Islands and, therefore, operates subject to Cayman law. Set

out below is a summary of certain provisions of Cayman company law, although this

does not purport to contain all applicable qualifications and exceptions or to be a

complete review of all matters of Cayman company law and taxation, which may differ

from equivalent provisions in jurisdictions with which interested parties may be more

familiar:

(a) Operations

As an exempted company, the Company’s operations must be conducted mainly

outside the Cayman Islands. The Company is required to file an annual return

each year with the Registrar of Companies of the Cayman Islands and pay a fee

which is based on the amount of its authorised share capital.

(b) Share capital

The Companies Law provides that where a company issues shares at a premium,

whether for cash or otherwise, a sum equal to the aggregate amount or value of

the premiums on those shares shall be transferred to an account, to be called

the “share premium account”. At the option of a company, these provisions may

not apply to premiums or shares of that company allotted pursuant to any

arrangement in consideration of the acquisition or cancellation of shares in any

other company and issued at a premium. The Companies Law provides that the

share premium account may be applied by the company subject to the provisions,

if any, of its memorandum and articles of association in (a) paying distributions

or dividends to members; (b) paying up unissued shares of the company to be

issued to members as fully paid bonus shares; (c) in the redemption and

repurchase of shares (subject to the provisions of section 37 of the Companies

Law); (d) writing-off the preliminary expenses of the company; (e) writing-off the

expenses of, or the commission paid or discount allowed on, any issue of shares

or debentures of the company; and (f) providing for the premium payable on

redemption or purchase of any shares or debentures of the company.

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No distribution or dividend may be paid to members out of the share premium

account unless immediately following the date on which the distribution or

dividend is proposed to be paid the company will be able to pay its debts as

they fall due in the ordinary course business.

The Companies Law provides that, subject to confirmation by the court, a company

limited by shares or a company limited by guarantee and having a share capital

may, if so authorised by its articles of association, by special resolution reduce

its share capital in any way.

The Articles includes certain protections for holders of special classes of shares,

requiring their consent to be obtained before their rights may be varied. The

consent of the specified proportions of the holders of the issued shares of that

class or the sanction of a resolution passed at a separate meeting of the holders

of those shares is required.

(c) Financial assistance to purchase shares of a company or its holding company

Subject to all applicable laws, the Company may give financial assistance to

Directors and employees of the Company, its subsidiaries or any subsidiary of

such holding company in order that they may buy Shares in the Company or

shares in any subsidiary or holding company. Further, subject to all applicable

laws, the Company may give financial assistance to a trustee for the acquisition

of Shares in the Company or shares in any such subsidiary or holding company

to be held for the benefit of employees of the Company, its subsidiaries, any

holding company of the Company or any subsidiary of any such holding company

(including salaried Directors).

There is no statutory restriction in the Cayman Islands on the provision of financial

assistance by a company to another person for the purchase of, or subscription

for, its own or its holding company’s shares. Accordingly, a company may provide

financial assistance if the directors of the company consider, in discharging their

duties of care and acting in good faith, for a proper purpose and in the interests

of the company, that such assistance can properly be given. Such assistance

should be on an arm’s-length basis.

(d) Purchase of shares and warrants by a company and its subsidiaries

Subject to the provisions of the Companies Law, a company limited by shares or

a company limited by guarantee and having a share capital may, if so authorised

by its articles of association, issue shares which are to be redeemed or are

liable to be redeemed at the option of the company or a shareholder. In addition,

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such a company may, if authorised to do so by its articles of association, purchase

its own shares, including any redeemable shares. However, if the articles of

association do not authorise the manner or purchase, a company cannot purchase

any of its own shares unless the manner of purchase has first been authorised

by an ordinary resolution of the company. At no time may a company redeem or

purchase its shares unless they are fully paid. A company may not redeem or

purchase any of its shares if, as a result of the redemption or purchase, there

would no longer be any member of the company holding shares. A payment out

of capital by a company for the redemption or purchase of its own shares is not

lawful unless immediately following the date on which the payment is proposed

to be made, the company shall be able to pay its debts as they fall due in the

ordinary course of business.

A company is not prohibited from purchasing and may purchase its own warrants

subject to and in accordance with the terms and conditions of the relevant

warrant instrument or certificate. There is no requirement under Cayman Islands

law that a company’s memorandum or articles of association contain a specific

provision enabling such purchases and the directors of a company may rely

upon the general power contained in its memorandum of association to buy and

sell and deal in personal property of all kinds.

Under Cayman Islands law, a subsidiary may hold shares in its holding company

and, in certain circumstances, may acquire such shares.

(e) Dividends and distributions

With the exception of section 34 of the Companies Law, there are no statutory

provisions relating to the payment of dividends. Based upon English case law

which is likely to be persuasive in the Cayman Islands, dividends may be paid

only out of profits. In addition, section 34 of the Companies Law permits, subject

to a solvency test and the provisions, if any, of the company’s memorandum and

articles of association, the payment of dividends and distributions out of the

share premium account (see paragraph 2(m)., above for further details).

(f) Protection of minorities

The Cayman Islands courts ordinarily would be expected to follow English case

law precedents which permit a minority shareholder to commence a class action

against or derivative actions in the name of the company to challenge (a) an act

which is ultra vires the company or illegal, (b) an act which constitutes a fraud

against the minority and the wrongdoers are themselves in control of the company,

and (c) an irregularity in the passing of a resolution which requires a qualified (or

special) majority.

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In the case of a company (not being a bank) having a share capital divided into

shares, the court may, on the application of members holding not less than one

fifth of the shares of the company in issue, appoint an inspector to examine into

the affairs of the company and to report thereon in such manner as the court

shall direct.

Any shareholder of a company may petition the court which may make a winding

up order if the court is of the opinion that it is just and equitable that the

company should be wound up.

Generally claims against a company by its shareholders must be based on the

general laws of contract or tort applicable in the Cayman Islands or their individual

rights as shareholders as established by the Company’s memorandum and articles

of association.

(g) Management

The Companies Law contains no specific restrictions on the power of directors

to dispose of assets of a company, although it specifically requires that every

officer of a company, which includes a director, managing director and secretary,

in exercising his powers and discharging his duties must do so honestly and in

good faith with a view to the best interests of the company and exercise the

care, diligence and skill that a reasonably prudent person would exercise in

comparable circumstances.

(h) Accounting and auditing requirements

A company shall cause proper records of accounts to be kept with respect to (i)

all sums of money received and expended by the company and the matters in

respect of which the receipt and expenditure takes place; (ii) all sales and

purchases of goods by the company and (iii) the assets and liabilities of the

company.

Proper books of account shall not be deemed to be kept if there are not kept

such books as are necessary to give a true and fair view of the state of the

Company’s affairs and to explain its transactions.

(i) Exchange control

There are no exchange control regulations or currency restrictions in the Cayman

Islands.

APPENDIX II SUMMARY OF THE CONSTITUTION OF

THE COMPANY AND CAYMAN ISLANDS LAW

181

(j) Taxation

Pursuant to section 6 of the Tax Concessions Law (1999 Revision) of the Cayman

Islands, the Company has obtained an undertaking from the Governor-in-Council:

(1) that no law which is enacted in the Cayman Islands imposing any tax to be

levied on profits or income or gains or appreciation shall apply to the

Company or its operations; and

(2) that the aforesaid tax or any tax in the nature of estate duty or inheritance

tax shall not be payable on the shares, debentures or other obligations of

the Company.

The Cayman Islands currently levy no taxes on individuals or corporations based

upon profits, income, gains or appreciations and there is no taxation in the

nature of inheritance tax or estate duty. There are no other taxes likely to be

material to the Company levied by the Government of the Cayman Islands save

certain stamp duties which may be applicable, from time to time, on certain

instruments executed in or brought within the jurisdiction of the Cayman Islands.

The Cayman Islands are not party to any double tax treaties.

(k) Stamp duty on transfers

No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman

Islands companies except those which hold interests in land in the Cayman

Islands.

(l) Loans to directors

There is no express provision in the Companies Law prohibiting the making of

loans by a company to any of its directors.

(m) Inspection of corporate records

Members of the Company will have no general right under the Companies Law

to inspect or obtain copies of the register of members or corporate records of

the Company. They will, however, have such rights as may be set out in the

Company’s Articles.

APPENDIX II SUMMARY OF THE CONSTITUTION OF

THE COMPANY AND CAYMAN ISLANDS LAW

182

An exempted company may, subject to the provisions of its articles of association,

maintain its principal register of members and any branch registers at such

locations, whether within or without the Cayman Islands, as the directors may,

from time to time, think fit. There is no requirement under the Companies Law

for an exempted company to make any returns of members to the Registrar of

Companies in the Cayman Islands. The names and addresses of the members

are, accordingly, not a matter of public record and are not available for public

inspection.

(n) Winding up

A company may be wound up by either an order of the court or by a special

resolution of its members. The court also has authority to order winding up in a

number of specified circumstances including where it is, in the opinion of the

court, just and equitable that such company be wound up.

A company may be wound up voluntarily when the members so resolve in

general meeting by special resolution, or, in the case of a limited duration

company, when the period fixed for the duration of the company by its

memorandum expires, or the event occurs on the occurrence of which the

memorandum provides that the company is to be dissolved. In the case of a

voluntary winding up, such company is obliged to cease to carry on its business

from the time of passing the resolution for voluntary winding up or upon the

expiry of the period or the occurrence of the event referred to above. Upon the

appointment of a liquidator, the responsibility for the company’s affairs rests

entirely in his hands and no future executive action may be carried out without

his approval.

A company is placed in liquidation either by an order of the court or by a special

resolution of its members. A liquidator is appointed whose duties are to collect

the assets of the company (including the amount (if any) due from the

contributories), settle the list of creditors and discharge the company’s liability to

them, rateably if insufficient assets exist to discharge the liabilities in full, and to

settle the list of contributories (shareholders) and divide the surplus assets (if

any) amongst them in accordance with the rights attaching to the shares.

In the case of a members’ voluntary winding up of a company, the company in

general meeting must appoint one or more liquidators for the purpose of winding

up the affairs of the company and distributing its assets.

APPENDIX II SUMMARY OF THE CONSTITUTION OF

THE COMPANY AND CAYMAN ISLANDS LAW

183

As soon as the affairs of the company are fully wound up, the liquidator must

make up an account of the winding up, showing how the winding up has been

conducted and the property of the company has been disposed of, and thereupon

call a general meeting of the company for the purposes of laying before it the

account and giving an explanation thereof. This final general meeting shall be

called by Public Notice or otherwise as the Registrar of Companies may direct.

For the purpose of conducting the proceedings in winding up a company and

assisting the Court, there may be appointed one or more than one person to be

called an official liquidator or official liquidator; and the Court may appoint to

such office such person or persons, either provisionally or otherwise, as it thinks

fit, and if more persons than one are appointed to such office, the Court shall

declare whether any act hereby required or authorised to be done by the official

liquidator is to be done by all or any one or more of such persons. The Court

may also determine whether any and what security is to be given by an official

liquidator on his appointment; if no official liquidator is appointed, or during any

vacancy in such office, all the property of the company shall be in the custody of

the Court.

(o) Reconstructions

There are statutory provisions which facilitate reconstructions and amalgamations

approved by a majority in number representing 75%. in value of shareholders or

creditors, depending on the circumstances, as are present at a meeting called

for such purpose and thereafter sanctioned by the Courts. Whilst a dissenting

shareholder would have the right to express to the Court his view that the

transaction for which approval is sought would not provide the shareholders with

a fair value for their shares, the Courts are unlikely to disapprove the transaction

on that ground alone in the absence of evidence of fraud or bad faith on behalf

of management and if the transaction were approved and consummated the

dissenting shareholder would have no rights comparable to the appraisal rights

(i.e. the right to receive payment in cash for the judicially determined value of

their shares) ordinarily available, for example, to dissenting shareholders of a

United States corporation.

(p) Take-overs

Where an offer is made by a company for the shares of another company and,

within four months of the offer, the holders of not less than 90%. of the shares

which are the subject of the offer accept, the offeror may at any time within two

months after the expiration of the said four months, by notice require the

dissenting shareholders to transfer their shares on the terms of the offer. A

APPENDIX II SUMMARY OF THE CONSTITUTION OF

THE COMPANY AND CAYMAN ISLANDS LAW

184

dissenting shareholder may apply to the Court of the Cayman Island within one

month of the notice objecting to the transfer. The burden is on the dissenting

shareholder to show that the Court should exercise its discretion, which it will be

unlikely to do unless there is evidence of fraud or bad faith or collusion as

between the offeror and the holders of the shares who have accepted the offer

as a means of unfairly forcing out minority shareholders.

(q) Indemnification

Cayman Islands law does not limit the extent to which a company’s articles of

association may provide for indemnification of officers and directors, except to

the extent any such provision may be held by the court to be contrary to public

policy (e.g. for purporting to provide indemnification against the consequences

of committing a crime).

4. GENERAL

Conyers Dill & Pearman, Cayman, the Company’s special legal counsel on Cayman

Islands law, have sent to the Company a letter of advice summarising certain aspects

of Cayman Islands company law. This letter, together with a copy of the Companies

Law (Revised), is available for inspection as referred to in the paragraph headed

“Documents available for inspection” in Appendix IV. Any person wishing to have a

detailed summary of Cayman Islands company law or advice on the differences between

it and the laws of any jurisdiction with which he is more familiar is recommended to

seek independent legal advice.

APPENDIX III STATUTORY AND GENERAL INFORMATION

185

A. FURTHER INFORMATION ABOUT THE COMPANY

1. Incorporation

TP (HK) was incorporated in Hong Kong under the Companies Ordinance on24th February, 1999 as a private company. Pursuant to a reorganisation effectedby the Company, TP (HK) and their respective subsidiaries in March 2000, theCompany became the ultimate holding company of the Group. Further details ofthis reorganisation are set out in the section headed “Corporate reorganisation”in this Appendix. TP (HK) acquired from Johnny Chan Kok Chung and Ilyas TariqKhan the unincorporated business which they had carried on under the name“techpacific.com” from 5th December, 1998 up to the date of incorporation ofTP (HK).

The Company was incorporated in the Cayman Islands under the CompaniesLaw as an exempted company with limited liability on 21st February, 2000. TheCompany has established a place of business in Hong Kong at 1505, The Center,99 Queen’s Road Central, Hong Kong and has submitted an application to beregistered as an oversea company under Part XI of the Companies Ordinance. Inconnection with such application, the Company Secretary of the Company, PaulChow Wan Hoi of 1505, The Center, 99 Queen’s Road Central, Hong Kong hasbeen appointed as the authorised representative of the Company for theacceptance of service of process and notices on behalf of the Company in HongKong.

As the Company was incorporated in the Cayman Islands, it operates subject tothe Companies Law and to its constitution which comprises a memorandum ofassociation and articles of association. A summary of various parts of itsconstitution and relevant aspects of the Companies Law is set out in Appendix IIto this prospectus.

2. Changes of share capital of TP (HK), the Company and their subsidiaries

TP (HK)

TP (HK) was incorporated on 24th February 1999 with an authorised sharecapital of US$10,000 divided into 1,000,000 shares of US$0.01 each.

The following alterations in the share capital of TP (HK) have taken place sinceTP (HK)’s incorporation up to the date of this prospectus:

(a) On 17th March, 1999, two subscriber shares of TP (HK) of US$0.01 eachwere taken up and fully paid for by TW Indus Ltd. and Ilyas Tariq Khanrespectively at a premium of US$0.49 each.

APPENDIX III STATUTORY AND GENERAL INFORMATION

186

(b) On 15th April, 1999, 250,000 ordinary shares of US$0.01 each in TP (HK)

were allotted and subscribed and fully paid as follows:

Number of Shares SubscriptionName of Shareholder Subscribed Price per Share

US$

TW Indus Ltd. 40,000 1.50

Silk Route Asset

Management Company Limited 40,000 1.50

ECK & Partners Limited 70,000 1.50

Johnny Chan Kok Chung 30,000 1.50

Regent Pacific Group 25,000 10.00

Suleman Ahmed Saeed

Al Hoqani 25,000 10.00

Robert John Richard Owen 3,000 8.50

Christopher Roshier 3,000 8.50

Ali Jehangir Siddiqui 3,000 8.50

Jose Roy Hernandez Borromeo 5,000 8.50

Stephen Syrett 3,000 8.50

Bruce M McDonald 3,000 8.50

Total 250,000

Total subscription proceeds received by TP (HK) amounted to US$940,000

of which US$937,500 was credited to share premium.

(c) On 2nd July, 1999, pursuant to an ordinary resolution passed at an

extraordinary general meeting of TP (HK), the Pre-IPO Share Option Plan

was approved in accordance with the terms set out in the section headed

“Summary of the terms of the Pre-IPO Share Option Plan” in this Appendix.

(d) On 2nd July, 1999, pursuant to an ordinary resolution passed at an

extraordinary general meeting of TP (HK), the directors of TP (HK) (“TP

(HK) Directors”) were authorised for the purposes of Section 57B of the

Companies Ordinance to allot shares up to a maximum nominal amount of

US$833.34 (being equivalent to 83,334 ordinary shares of US$0.01 each)

at any time or times before the conclusion of the next Annual General

Meeting of TP (HK) or the expiration of the period within which such

Annual General Meeting was required by law to be held, whichever date

was the earlier, to such persons, on such terms and conditions, and at

such times as the TP (HK) Directors shall think fit.

APPENDIX III STATUTORY AND GENERAL INFORMATION

187

(e) On 29th September, 1999, 7,250 ordinary shares of TP (HK) were allotted

to and subscribed and fully paid up by Startup Group Inc., a company

beneficially owned by Ali Jehangir Siddiqui at prices ranging from US$1.50

to US$3.76 each for a total consideration of US$25,000 inclusive of share

premium.

(f) On 26th October, 1999, pursuant to a written resolution of all the members

of TP (HK), the authorised capital of TP (HK) was increased from US$10,000

to US$10,500 by the creation of 50,000 convertible redeemable preference

shares of US$0.01 each (“TP (HK) Preference Shares”). Holders of TP (HK)

Preference Shares are entitled to redeem their shares at par plus any

premium at which the shares were issued if TP (HK) does not complete an

initial public offering of its shares on or before 30th October, 2004. In all

other respects, the TP (HK) Preference Shares have rights which are pari

passu with the ordinary shares in TP (HK).

(g) On 26th October, 1999, pursuant to a written resolution of all the members

of TP (HK), the TP (HK) Directors were authorised for the purposes of

Section 57B of the Companies Ordinance to allot TP (HK) Preference Shares

up to a maximum nominal amount of US$500 at any time or times before

the conclusion of the next Annual General Meeting of TP (HK) or the

expiration of the period within which such Annual General Meeting was

required by law to be held, whichever date was the earlier, to such persons,

on such terms and conditions, and at such times as the TP (HK) Directors

shall think fit.

(h) On 26th October, 1999, 17,149 TP (HK) Preference Shares were allotted

to and subscribed and fully paid up by Softbank Internet Fund Limited at a

price of US$116.62 each for a total of US$1,999,916.38 inclusive of

share premium.

(i) Between 21st December, 1999 and 7th February, 2000, 9,859 ordinary

shares of TP (HK) and 4,287 TP (HK) Preference Shares were allotted to

and subscribed and fully paid for by various shareholders for a total

consideration of US$1,649,706.52 as follows:–

Name of Shareholder Number of Shares Type of Shares SubscriptionSubscribed Price per Share

Wong Ching Assets 4,250 Ordinary US$116.62Limited

Luen Po (BVI) Company 400 Ordinary US$116.62Limited

APPENDIX III STATUTORY AND GENERAL INFORMATION

188

Name of Shareholder Number of Shares Type of Shares SubscriptionSubscribed Price per Share

Gan Hui Tin 50 Ordinary US$116.62

Henry Cornell 1,715 Ordinary US$116.62

Daniel Widdicombe 200 Ordinary US$116.62

Philip Lee Sooi Chuen 200 Ordinary US$116.62

William Bowmer 300 Ordinary US$116.62

Quantum Emerging 2,144 Ordinary US$116.62Growth Partners C.V.

Coutts Bank (Schweiz) AG 200 Ordinary US$116.62

John S. Wadsworth, Jr. 400 Ordinary US$116.62

GE Capital Equity 4,287 Convertible US$116.62Investments Ltd Redeemable

Preference Shares

(j) On 22nd March, 2000, pursuant to ordinary resolutions passed at an

extraordinary general meeting of TP (HK):

(i) the authorised capital of TP (HK) was increased from US$10,500 to

US$3,000,500 by the creation of 299,000,000 ordinary shares of

US$0.01 each in the capital of TP (HK);

(ii) the TP (HK) Directors were further authorised for the purposes of

Section 57B of the Companies Ordinance to allot shares up to a

maximum nominal amount of US$2,990,000 at any time or times

before the conclusion of the next Annual General Meeting of TP

(HK) or the expiration of the period within which such Annual General

Meeting is required by law to be held, whichever date is the earlier,

to such persons, on such terms and conditions, and as such times

as the TP (HK) Directors shall think fit.

(k) On 22nd March, 2000, 299,000,000 ordinary shares of TP (HK) were

allotted to and subscribed and fully paid by techpacific.com (BVI) Limited,

for a total of US$2,990,000.

(l) On 22nd March, 2000, all the TP (HK) Preference Shares were converted

into ordinary shares in TP (HK) on the basis of one ordinary share for

every one TP (HK) Preference Share.

APPENDIX III STATUTORY AND GENERAL INFORMATION

189

(m) On 28th March, 2000, pursuant to an assignment and novation agreementwith all the holders of options under the Pre-IPO Share Option Plan (the“Pre-IPO holders”), the Pre-IPO holders’ rights to subscribe for shares inTP (HK) under the Pre-IPO Share Option Plan was converted into rights tosubscribe for Shares. Details of the options granted under the Pre-IPO

Share Option Plan are set out in the section headed “Share Options” inthis Appendix.

The Company

The Company was incorporated on 21st February, 2000. As at the date ofincorporation of the Company, its authorised share capital was US$20,001,000divided into 2,000,100,000 shares of US$0.01 each.

The following alterations in the share capital of the Company have taken placesince the Company’s incorporation up to the date of this prospectus:

(a) On 21st February, 2000, one subscriber share of the Company of US$0.01was taken up and fully paid up by Codan Trust Company (Cayman) Limited(an affiliated services company of Conyers Dill & Pearman, Cayman) at parand transferred to TP (HK).

(b) On 22nd March, 2000, 288,546 Shares of the Company were allotted toand subscribed and fully paid up by TP (HK) for a total of US$2,885.46.

(c) On 22nd March, 2000, the authorised share capital of the Company wasre-designated into 20,000,000,000 ordinary shares of US$0.001 eachand 1,000,000 convertible redeemable preference shares of US$0.001each (“Preference Shares”). Holders of Preference Shares are entitled toredeem their shares at par plus any premium at which the TP (HK)

Preference Shares were issued if the Company does not complete aninitial public offering of its shares on or before 30th October, 2004. As aresult of this redesignation, the 288,547 Shares of US$0.01 each held byTP (HK) became 2,885,470 Shares of US$0.001 each.

(d) On 22nd March, 2000:

(i) all the Shares in the Company held by TP (HK) were distributed inspecie pro-rata to all shareholders of TP (HK) on the basis of 10Shares in the Company for every 1 share held in TP (HK);

(ii) all the Shares in the Company held by shareholders who were holders

of TP (HK) Preference Shares on 20th March, 2000 were convertedinto Preference Shares on the basis of one Preference Share forevery one Share.

APPENDIX III STATUTORY AND GENERAL INFORMATION

190

(e) Between 22nd March, 2000 and 28th March, 2000, 250,770 Shares and36,520 Preference Shares were allotted to and subscribed and fully paidup as follows:

Subscription AggregateNo. of Shares Type of Price per Subscription

Subscribed* Shares Share* PriceUS$ US$

Directors

Johnny Chan Kok Chung 5,000 (Ordinary) 11.662 58,310Robert John Richard Owen 5,000 (Ordinary) 11.662 58,310Latlink Investments Limited

(Note 1) 2,000 (Ordinary) 11.662 23,324TW Indus Ltd. (Note 2) 5,000 (Ordinary) 11.662 58,310

Sub-total 17,000 198,254

Employees

Yuda Udomritthiruj 4,210 (Ordinary) 11.662 49,097Stephen Christopher Smith 2,000 (Ordinary) 11.662 23,324Kenyon Lee Kam Lun 2,000 (Ordinary) 11.662 23,324Helen He 2,000 (Ordinary) 11.662 23,324Jose Roy Hernandez Borromeo 3,000 (Ordinary) 11.662 34,986Patrick Yeung Chung Hang 2,000 (Ordinary) 11.662 23,324Bruce M McDonald 4,000 (Ordinary) 11.662 46,648Ali Jehangir Siddiqui 4,000 (Ordinary) 11.662 46,648Shahzad Ashfaq 2,000 (Ordinary) 11.662 23,324Laurens William Cook 3,000 (Ordinary) 11.662 34,986Ahmad Salam 3,000 (Ordinary) 11.662 34,986Startup Group Inc. (Note 3) 2,000 (Ordinary) 11.662 23,324Choy Fei Ying 2,000 (Ordinary) 11.662 23,324Paul Chow Wan Hoi 3,000 (Ordinary) 11.662 34,986Vicki Yeon Sun Lim 1,000 (Ordinary) 11.662 11,662

Sub-total 39,210 457,267

* Adjusted for 10-for-1 share split.

APPENDIX III STATUTORY AND GENERAL INFORMATION

191

Subscription AggregateNo. of Shares Type of Price per Subscription

Subscribed* Shares Share* PriceUS$ US$

Individual Investors

Creative Concepts InvestmentLimited 4,000 (Ordinary) 11.662 46,648

Ravi Chidambaram 4,000 (Ordinary) 11.662 46,648Anderson Whamond 4,000 (Ordinary) 11.662 46,648Henry Yuk Wong Tsang 4,000 (Ordinary) 11.662 46,648Chong Sok Un 4,000 (Ordinary) 11.662 46,648David Kim 10,000 (Ordinary) 11.662 116,620Sunil Rajan 5,000 (Ordinary) 11.662 58,310Endeavor Pacific Ltd. 4,000 (Ordinary) 11.662 46,648Eric Gerritsen 2,000 (Ordinary) 11.662 23,324Jose Cheng 2,000 (Ordinary) 11.662 23,324Pei-Pei Yu 4,000 (Ordinary) 11.662 46,648Antony Barry Shale 4,000 (Ordinary) 11.662 46,648Bo Hong 2,000 (Ordinary) 11.662 23,324New Master Investment Ltd. 4,000 (Ordinary) 11.662 46,648First Eastern Capital

Services Limited 2,000 (Ordinary) 11.662 23,324Wong Kok Siew 4,000 (Ordinary) 11.662 46,648Kenny Hargrove 100 (Ordinary) 11.662 1,166Sally Lim 1,000 (Ordinary) 11.662 11,662Doi Udomritthiruj 1,000 (Ordinary) 11.662 11,662Ian Henry 2,000 (Ordinary) 11.662 23,324Hsieh Fu Hua 2,000 (Ordinary) 11.662 23,324Ihsan Al Chalabi 2,000 (Ordinary) 11.662 23,324Tang Po Shan 2,500 (Ordinary) 11.662 29,155Jim Mellon 4,000 (Ordinary) 11.662 46,648Peter Hamilton 2,000 (Ordinary) 11.662 23,324Trendson Worldwide Ltd. 1,500 (Ordinary) 11.662 17,493Jay McCarthy 4,000 (Ordinary) 11.662 46,648Peter G. L. Mallinson 2,500 (Ordinary) 11.662 29,155Oshen International Limited 21,440 (Ordinary) 11.662 250,033Ng Sheng Kwan 12,860 (Ordinary) 11.662 149,973Eliza Ming Yue Li 8,580 (Ordinary) 11.662 100,060Ian Wilson 2,000 (Ordinary) 11.662 23,324Adam Quinton 2,000 (Ordinary) 11.662 23,324Kevan Watts 2,000 (Ordinary) 11.662 23,324Graham Ormerod 1,000 (Ordinary) 11.662 11,662Stephan Ludwig 4,000 (Ordinary) 11.662 46,648Jaewoong Lee 8,580 (Ordinary) 11.662 100,060Richard A. Kimball, Jr. 2,000 (Ordinary) 11.662 23,324

Sub-total 152,060 1,773,323

APPENDIX III STATUTORY AND GENERAL INFORMATION

192

Subscription AggregateNo. of Shares Type of Price per Subscription

Subscribed* Shares Share* PriceUS$ US$

Institutional Investors

Regent Pacific Group Limited 42,500 (Ordinary) 11.662 495,635Fidelity Investors II Limited

Partnership 18,260 (Preference) 11.662 212,948Fidelity International Limited 18,260 (Preference) 11.662 212,948

Sub-total 79,020 921,531

Total 287,290 3,350,375

Note 1: Latlink Investments Limited is beneficially owned as to 50% by Francis YuenTin Fan, a Director of the Company, and as to the remaining 50% by his wife.

Note 2: TW Indus Ltd. is beneficially wholly-owned by Ilyas Tariq Khan, a Director ofthe Company.

Note 3: Startup Group Inc. is beneficially wholly-owned by Ali Jehangir Siddiqui, anemployee of the Company.

(f) Between 25th March, 2000 and 28th March, 2000, 173,620 Shares and338,630 Preference Shares were allotted to and subscribed and fully paidup as follows:–

Subscription AggregateNo. of Shares Type of Price per Subscription

Subscribed* Shares Share* PriceUS$ US$

Director

Max Carrol Chapman, Jr. 31,730 (Ordinary) 28.367 900,085

Employees

Laurens William Cook 4,050 (Ordinary) 28.367 114,886Jonathan Aiman Hakim 5,280 (Ordinary) 28.367 149,778Paul Chow Wan Hoi 20,120 (Ordinary) 28.367 570,745Jose Roy Hernandez Borromeo 5,280 (Ordinary) 28.367 149,778

Sub-total 34,730 985,187

APPENDIX III STATUTORY AND GENERAL INFORMATION

193

Subscription AggregateNo. of Shares Type of Price per Subscription

Subscribed* Shares Share* PriceUS$ US$

Individual Investors

David Michael Williams 3,520 (Ordinary) 28.367 99,852David Kim 21,140 (Ordinary) 28.367 599,678Bill Burnham 3,520 (Ordinary) 28.367 99,852Gary Rieschel 17,620 (Ordinary) 28.367 499,827The Tim Draper Living Trust 1,380 (Ordinary) 28.367 39,146The John Fisher and

Jennifer CaldwellLiving Trust datedJanuary 7, 2000 1,380 (Ordinary) 28.367 39,146

Steve Jurvetson 1,380 (Ordinary) 28.367 39,146Roderick Thompson 1,380 (Ordinary) 28.367 39,146Assad Jamal 1,380 (Ordinary) 28.367 39,146Warren Packard 1,370 (Ordinary) 28.367 38,863The Fonstad Living Trust

dated March 26, 1999 1,370 (Ordinary) 28.367 38,863Andreas Stavrapoulos 1,370 (Ordinary) 28.367 38,863Albert Tsuei 350 (Ordinary) 28.367 9,928Raj Atlaru 1,370 (Ordinary) 28.367 38,863Mark Greenstein 1,370 (Ordinary) 28.367 38,863Tang Po Shan 1,500 (Ordinary) 28.367 42,550Jodie Cheung Yuen Ming 1,500 (Ordinary) 28.367 42,550John Brooke 880 (Ordinary) 28.367 24,963Paul Hurley 350 (Ordinary) 28.367 9,928Scott Ehrens 1,760 (Ordinary) 28.367 49,926Rebecca Woo 2,500 (Ordinary) 28.367 70,918Max C. Chapman III 3,520 (Ordinary) 28.367 99,852

Sub-total 71,910 2,039,869

Institutional Investors

SOFTVEN No. 2 InvestmentEnterprise Partnership 88,130 (Preference) 28.367 2,499,984

Draper Fisher Jurvetson 180,000 (Preference) 28.367 5,106,060Dell Ventures 70,500 (Preference) 28.367 1,999,874Yi Hua Assets Limited 35,250 (Ordinary) 28.367 999,937

Sub-total 373,880 10,605,855

Total 512,250 14,530,996

* Adjusted for 10-for-1 share split.

APPENDIX III STATUTORY AND GENERAL INFORMATION

194

(g) On 28th March, 2000, pursuant to an assignment and novation agreementwith all the Pre-IPO holders, the Pre-IPO holders’ rights to subscribe forshares in TP (HK) under the Pre-IPO share Option Plan was converted intorights to subscribe for Shares.

(h) On 28th March, 2000, 833,340 Shares were allotted to and subscribedand fully paid up by employees of the Company pursuant to exercise of83,334 options granted under the Pre-IPO Share Option Plan at eitherUS$10 each or US$15 each for a total of US$883,340 inclusive of sharepremium as follows:

(Note: The number of Shares issued has been adjusted to reflect the ten-for-one Share split):

Type ofAggregate Shares

Exercise Price Consideration IssuedUS$1.00* US$1.50* US$

Directors

Ilyas Tariq Khan 147,070 20,000 177,070 (Ordinary)Johnny Chan Kok Chung 120,160 20,000 150,160 (Ordinary)Robert John Richard Owen 171,980 20,000 201,980 (Ordinary)

Sub-total 439,210 60,000 529,210

Employees

Jose Roy HernandezBorromeo 124,130 30,000 169,130 (Ordinary)

Yuda Udomritthiruj 30,000 0 30,000 (Ordinary)Stephen Christopher Smith 50,000 0 50,000 (Ordinary)Kenyon Lee Kam Lun 50,000 0 50,000 (Ordinary)Ali Jehangir Siddiqui 30,000 0 30,000 (Ordinary)Choy Fei Ying 10,000 0 10,000 (Ordinary)

Sub-total 294,130 30,000 339,130

Individual Investor

Wong Kok Siew 0 10,000 15,000 (Ordinary)

Total 733,340 100,000 883,340

* Adjusted for 10-for-1 share split.

APPENDIX III STATUTORY AND GENERAL INFORMATION

195

(i) On 28th March, 2000, all the Shares distributed to Silk Route AssetManagement Company Limited and Suleman Ahmed Saeed Al Hoqani weretransferred to tekbanc.

(j) On 3rd April, 2000, pursuant to an ordinary resolution passed at an

extraordinary general meeting of the Company, the Company capitalised

US$2,095,158.90 standing to the credit of the Company’s share premium

account towards paying up in full 2,095,158,895 unissued Shares and

distributed such Shares, as bonus Shares, to the Company’s shareholders

pro rata to their shareholdings on the basis of 4,637 Shares for every 10

Shares or Preference Shares held by the shareholders.

(k) On 3rd April, 2000, pursuant to an ordinary resolution passed at an

extraordinary general meeting of the Company, the Company established

a discretionary trust, known as The Karma Trust, for the purposes of (i)

assisting the Group’s management staff and employees from time to time

to acquire shares and other securities in the Company with a view, generally,

to attracting, retaining and motivating employees of the Group; and (ii)

providing donations, from time to time, for charitable causes.

In order to fund the trust’s activities without incurring excessive financing

costs, the shareholders approved the grant of 8,829,300 Pre-IPO Share

Options with a subscription price of US$0.0251 each and 100,328,730

Pre-IPO Share Options with a subscription price of US$0.0610 each to the

trust. These options were previously approved by techpacific.com’s

shareholders to be issued under the Pre-IPO Share Option Plan but were

not utilised.

The trust is irrevocable and if the fulfilment of the objects of the trust shall

at any time prove to be impossible, the trustee shall have power to use

the trust assets for any charitable purposes as determined by the trustee.

Note: Omnium Investments Limited, operated by Stephenson Harwood & Lo, theCompany’s Hong Kong solicitors for this Share Offer, is the trustee of the trust.Omnium is principally engaged in providing corporate trusteeship services andwill be paid usual professional charges for administering the trust.

The trustee has absolute discretion to deal with the trust assets (including varyingthe trustee’s powers and the class of beneficiaries). Neither the Company norany of the beneficiaries of the trust is entitled to require any discretion vested inthe trustee to be exercised in its/his favour. The Company has a residual discretionto change trustee from time to time. Under the trust deed, the trustee may not,while the Company is listed on GEM, add to the class of beneficiaries non-charitable organisations or vary its powers without the approval of the StockExchange.

APPENDIX III STATUTORY AND GENERAL INFORMATION

196

(l) Each holder of Preference Shares has, by notice to the Company, requested

the Company to convert, all the Preference Shares held by it into Shares

immediately prior to completion of listing of the Company.

Assuming that the Share Offer becomes unconditional and the issue of the

Public Offer Shares mentioned herein is made but taking no account of any

Shares which may be issued upon the exercise of the Over-allotment Option and

any options granted under the Pre-IPO Share Option Plan and the Share Option

Scheme, the authorised share capital of the Company will be US$20,001,000

divided into 20,000,000,000 Shares and 1,000,000 Preference Shares and the

issued share capital of the Company will be US2,399,677.25 divided into

2,399,677,245 Shares fully paid or credited as fully paid, with 17,601,322,755

Shares remaining unissued. Other than pursuant to the exercise of any options

granted under the Pre-IPO Share Option Plan, any options which may be granted

under the Share Option Scheme, or pursuant to the exercise of the Over-allotment

Option, and save as otherwise disclosed herein, there is no present intention to

issue any part of the authorised but unissued share capital of the Company and,

without the prior approval of the Company’s shareholders in general meeting, no

issue of Shares will be made which would effectively alter the control of the

Company.

3. Changes in Share Capital in Subsidiaries

The subsidiaries of the Company are listed in the accountants’ report set out in

Appendix I to this prospectus. The following alterations in the share capital of

each of the direct and indirect subsidiaries of the Company took place since the

date of incorporation of each company up to the date of this prospectus:

(a) GlobalOffering.com Limited

(i) on 26th January , 2000, the author ised share capi ta l of

GlobalOffering.com Limited was increased from US$50,000 to

US$100,000 by the creation of an additional 50,000 shares of

US$1.00 each;

(ii) on 26th January, 2000, one share in GlobalOffering.com Limited

was allotted and issued to techpacific.com investments limited at

par; and

(iii) on 29th March, 2000, the share held by TP(HK) in GlobalOffering.com

Limited was transferred to techpacific.com (BVI) Investments Limited

for a consideration of US$1.00.

APPENDIX III STATUTORY AND GENERAL INFORMATION

197

(b) Techpacific Venture Capital Limited

(i) on 20th April, 1999, one share of US$1.00 in Techpacific Venture

Capital Limited was allotted to TP (HK) at par.

(c) techpacific Corporate Finance Limited

(i) on 28th April, 1999, two subscriber shares were allotted to B &

McK. Nominees Limited and B & McK. Custodians Limited;

(ii) on 13th August, 1999, 98 shares in techpacific Corporate Finance

Limited were allotted to TP (HK) at par; and

(iii) on 20th August, 1999, one subscriber share was transferred from B

& McK. Custodians Limited to TP (HK) while the other one subscriber

share was transferred from B & McK. Nominees Limited to Jose Roy

Hernandez Borromeo (on trust for TP (HK)).

(d) techpacific.com Venture Capital Limited

(i) on 6th January, 2000, 751 shares were allotted to techpacific

Venture Capital Limited at a consideration of US$133.16 per share

and 249 shares were allotted to Regent Pacific Group at a

consideration of US$133.87 per share.

(e) techpacific.com investments limited

(i) on 22nd September, 1999, one share of US$1.00 in techpacific.com

investments limited was allotted to each of the subscribers of

techpacific.com investments limited, Nicola Melia and Sophia Dilbert;

(ii) on 28th September, 1999, the two shares held by the subscribers

were transferred to TP (HK); and

(iii) on 29th March, 2000, the two shares held by TP (HK) were

transferred to techpacific.com (BVI) Limited.

(f) Nirvana Pacific Capital Limited

(i) on 2nd March, 2000, one of the two subscriber shares of US$0.01

each were transferred to techpacific Venture Capital Limited.

APPENDIX III STATUTORY AND GENERAL INFORMATION

198

(g) techatlantic Limited

(i) on 26th September, 1991, two subscriber shares were allotted to

Jean Brown and Graham Brown;

(ii) on 7th October 1991, the two subscriber shares were transferred to

JSS Syrett and European Capital Company Limited respectively;

(iii) On 3rd June, 1993, JSS Syrett transferred one share to European

Capital Company Limited;

(iv) on 16th July, 1999, two shares of £1 each were transferred to TP

(HK) from European Capital Company Limited; and

(v) on 29th March 2000, the two Shares held by TP (HK) were transferred

to techpacific.com (BVI) Investments Limited.

(h) China BPC Limited

(i) on 7th December, 1999, one share of US$1.00 in China BPC Limited

was allotted to techpacific.com investments limited at par; and

(ii) on 29th March, 2000, the share held by techpacific.com investments

limited was transferred to techpacific.com (BVI) Investments Limited.

(i) techpacific.com (BVI) Investments Limited

(i) on 12th August, 1999, one share of US$1.00 in techpacific.com

(BVI) Investments Limited was allotted to TP (HK) at a consideration

of US$1.00; and

(ii) on 29th March, 2000, the share held by TP (HK) was transferred to

techpacific.com (BVI) Limited.

(j) AsiaAntiques.com Limited

(i) on 30th September, 1999, two subscriber shares of HK$1.00 each

were allotted to Cobyrne Limited and Berycon Limited;

(ii) on 23rd December, 1999, the two subscriber shares were transferred

to Robert John Richard Owen and Stephen Christopher Smith who

held them on trust in favour of TP (HK). On the same date, 998

shares were allotted to TP (HK) at par; and

APPENDIX III STATUTORY AND GENERAL INFORMATION

199

(iii) on 17th February, 2000, TP (HK) transferred 998 shares to

TotalAntiques.com Limited at par. Two declarations of trust dated

16th February, 2000 were executed by Robert John Richard Owen

and Stephen Christopher Smith in favour of TotalAntiques.com

Limited.

(k) TotalAntiques.com Limited

(i) on 15th October, 1999, two shares were allotted to Robert John

Richard Owen and Stephen Christopher Smith. On the same date,

49,998 shares were allotted to TP (HK) at par; and

(ii) on 29th March, 2000, all the shares held by TP (HK) were transferred

to techpacific.com Investments limited.

(l) techpacific.com (BVI) Limited

(i) on 24th February, 2000, one share of US$0.01 was allotted to

techpacific.com at par.

Save as aforesaid, there has been no alteration in the share capital of the

Company nor any of its subsidiaries within the two years preceding the date of

this prospectus.

4. Shareholders’ Meeting of the Company dated 3rd April, 2000

On 3rd April, 2000, an extraordinary general meeting of the Company’s

shareholders was held and the following resolution was passed:–

THAT, conditional on:

(i) the GEM Listing Committee of the Stock Exchange granting listing of, and

permission to deal in, the Shares in issue and the Shares to be issued

(including any Shares which may be made available pursuant to the exercise

of the Over-allotment Option, Pre-IPO Share Option Plan and the Share

Option Scheme); and

(ii) the obligations of the Underwriters under the Underwriting Agreement

becoming unconditional and the Offer Price being agreed and the Price

Determination Agreement being entered into and such obligations not

being terminated in accordance with the terms of that agreement or

otherwise, in each case on or before 7th April, 2000 (or such later date as

BNP Prime Peregrine Securities may agree):

APPENDIX III STATUTORY AND GENERAL INFORMATION

200

(aa) the Share Offer and the Over-allotment Option be approved and the

Directors be authorised to allot and issue the Public Offer Shares

and the Placing Shares and any Shares which may be required to be

issued if the Over-allotment Option is exercised;

(bb) the rules of the Share Option Scheme be approved and adopted,

and the Directors be authorised, at their absolute discretion, to grant

options to subscribe for Shares thereunder and to allot, issue and

deal with Shares pursuant to the exercise of subscription rights under

any options which may be granted under the Share Option Scheme

and to take all such steps as they consider necessary or desirable to

implement the Share Option Scheme;

(cc) a general unconditional mandate be given to the Directors to allot,

issue and deal with Shares (otherwise than by way of rights or an

issue of Shares upon the exercise of any options which may be

granted under the Pre-IPO Share Option Plan, the Share Option

Scheme or any other option scheme or similar arrangement for the

time being adopted for the grant or issue to officers and/or

employees of the Company and/or any of its subsidiaries of Shares

or rights to acquire Shares or any scrip dividend schemes or similar

arrangements providing for the allotment and issue of Shares of the

Company in lieu of the whole or part of a dividend on Shares in

accordance with the Company’s Articles of Association or a specific

authority granted by the Company’s shareholders in general meeting)

with an aggregate nominal value not exceeding 20% of the total

nominal value of the share capital of the Company in issue

immediately following completion of the Share Offer (including the

number of Shares which may be issued pursuant to the exercise of

the Over-allotment Option), such mandate to remain in effect until

whichever is the earliest of:

(A) the conclusion of the Company’s next annual general meeting;

(B) the expiration of the period within which the Company’s next

annual general meeting is required by the Company’s Articles

of Association or applicable law to be held; or

(C) the passing of an ordinary resolution of the Company’s

shareholders in general meeting revoking, varying or renewing

such mandate;

APPENDIX III STATUTORY AND GENERAL INFORMATION

201

(dd) a general unconditional mandate be given to the Directors authorising

them to exercise all powers of the Company to repurchase on the

Stock Exchange or on any other stock exchange on which the

Company’s securities may be listed and which is recognised by the

SFC in Hong Kong and the Stock Exchange for this purpose such

number of Shares as will represent up to 10% of the total nominal

amount of the share capital of the Company in issue immediately

following completion of the Share Offer (including the number of

Shares which may be issued pursuant to the exercise of the Over-

allotment Option), such mandate to remain in effect until whichever

is the earliest of:

(A) the conclusion of the Company’s next annual general meeting;

(B) the expiration of the period within which the Company’s next

annual general meeting is required by the Company’s Articles

of Association or applicable law to be held; or

(C) the passing of an ordinary resolution of the Company’s

shareholders in general meeting revoking, varying or renewing

such mandate;

(ee) the general unconditional mandate mentioned in paragraph (cc) above

be extended by the addition to the aggregate nominal value of the

share capital of the Company which may be allotted or agreed

conditionally or unconditionally to be allotted by the Directors

pursuant to such general mandate of an amount representing the

aggregate nominal value of the share capital of the Company

repurchased by the Company pursuant to the mandate to repurchase

Shares referred to in paragraph (dd) above provided that such

extended amount shall not exceed 10% of the total nominal amount

of the share capital of the Company in issue immediately following

completion of the Share Offer (including the number of Shares which

may be issued pursuant to the exercise of the Over-allotment Option);

and

(ff) the Company approved and adopted the Articles of Association tabled

to the meeting.

5. Corporate reorganisation

In order to facilitate the future expansion of the Group into other countries and

assist the Group in managing its risks through compartmentalising its business

into different operating companies, the Group effected a reorganisation in March

APPENDIX III STATUTORY AND GENERAL INFORMATION

202

2000, pursuant to which the Company became the ultimate holding company of

the Group. The reorganisation involved the following:–

(i) TP (HK) incorporated the Company as its wholly-owned subsidiary with an

issued share capital of one share of US$0.01 each.

(ii) At the same time, the Company incorporated techpacific.com (BVI) Limited

in the British Virgin Islands as a wholly-owned subsidiary of the Company

with an issued share capital of 1 ordinary share of US$0.01.

(iii) The Company then redesignated its US$0.01 Shares into US$0.001 Shares

and TP (HK) subscribed for further Shares such that TP (HK) owned 10

Shares for every one share in TP (HK).

(iv) TP (HK) subsequently declared a dividend of US$2,885.46, out of its

distributable reserves, which was satisfied by the distribution in specie of

the Shares on a ten-for-one basis pro rata to all existing shareholders of

TP (HK).

(v) Following the distribution, techpacific.com (BVI) Limited subscribed for

299,000,000 new ordinary shares in TP (HK) which resulted in the Company

holding, through techpacific.com (BVI) Limited, a 99.9% interest in TP

(HK).

(vi) The remaining 0.1% in TP (HK) continued to be held by the shareholders

of TP (HK) as at 20th March, 2000 (being all of the shareholders referred

to in paragraphs (a) to (i) of the sub-section headed “TP(HK)” in the section

headed “Changes of share capital of TP(HK), the Company and their

Subsidiaries” above).

(vii) Subsequently, all the subsidiaries, associates and other investments of TP

(HK) (except techpacific Corporate Finance Limited) were transferred to

other subsidiaries of techpacific.com (BVI) Limited.

(viii) TP (HK) resolved to change its name to techpacific.com Company Limited.

APPENDIX III STATUTORY AND GENERAL INFORMATION

203

The structure of the Company and its active subsidiaries following the corporate

reorganisation is as follows:

techpacific.com Limited(Cayman Islands)

techpacific.com (BVI) Limited(BVI)

techpacific.com(BVI) Investments

Limited(BVI)

techpacific.cominvestments

limited(Cayman Islands)

techpacificVenture

Capital Limited(BVI)

techpacific.comVentureCapitalLimited

(BVI)(Investment

management)

SoftechInvestment

ManagementCompanyLimited

(Hong Kong)(Investment

management)

The

Nirvana

Fund

TotalAntiques.comLimited

(BVI)

AsiaAntiques.comLimited

(Hong Kong)(Business to

businesse-commerce)

100%

100%100%50% 75.1%

100% 99.9% 100% 100%

100%

Manager

techpacific.comCompany Limited

(Hong Kong)(Provision of

financial and otherservices to

technology sectorcompanies)

Nirvana PacificCompanyLimited

(Cayman Islands)

100%

GlobalOffering.comLimited

(BVI)(Provision ofmulti-media

platform on theInternet)

(1)

(3)

Applied

Research

Fund

(2)

Further information in relation to the organisation of the Group is contained in

the section headed “Organisation Structure” of this prospectus.

APPENDIX III STATUTORY AND GENERAL INFORMATION

204

6. Repurchase by techpacific.com of its own securities

This section includes the information required by the Stock Exchange to be

included in this prospectus concerning the repurchase by the Company of its

own securities.

(a) Regulations of the GEM Listing Rules

The GEM Listing Rules permit companies whose primary listing is on GEM

to repurchase their securities on GEM subject to certain restrictions, the

most important of which are summarised below:

(i) Shareholders’ approval

All repurchases of securities on GEM by a company with its primary

listing on GEM must be approved in advance by an ordinary

resolution, either by way of general mandate or by specific approval

for a particular transaction.

Note: Pursuant to a resolution of the shareholders of the Company dated 3rdApril, 2000, a general unconditional mandate (the “Repurchase Mandate”)was given to the Directors authorising any repurchase by the Company ofShares on GEM or on any other stock exchange recognised by the SFCand the Stock Exchange of up to 10% of the total nominal value of theshare capital of the Company in issue immediately after completion ofthe Share Offer (including the number of Shares which may be issuedpursuant to the Over-allotment Option) at any time until the earliest of:(A) the conclusion of the next annual general meeting of the Company;or (B) the expiration of the period within which the next annual generalmeeting of the Company is required by the Company’s Articles ofAssociation or the Companies Law or any other applicable laws of theCayman Islands to be held; or (C) the passing of an ordinary resolution ofthe Company’s shareholders in general meeting revoking, varying orrenewing such mandate.

(ii) Source of funds

Any repurchases must be financed out of funds legally available for

the purpose in accordance with the memorandum and articles of

association of the company and the applicable laws of the Cayman

Islands.

(iii) Trading restrictions

Under the GEM Listing Rules, a company is authorised to repurchase

on GEM or on any other stock exchange recognised by the SFC and

the Stock Exchange the total number of shares which represents up

APPENDIX III STATUTORY AND GENERAL INFORMATION

205

to a maximum of 10% of the aggregate nominal value of the

existing issued share capital of that company then outstanding at

the date of the passing of the relevant resolution granting the

repurchase mandate. A company may not issue or announce an

issue of new securities of the type that have been repurchased

for a period of 30 days immediately following a repurchase of

securities whether on GEM or otherwise (other than an issue of

securities pursuant to the exercise of warrants, share options or

similar instruments requiring the company to issue securities which

were outstanding prior to the repurchase) without the prior

approval of the Stock Exchange. A company is also prohibited

from making securities repurchases on GEM if the repurchases

would result in the number of the listed securities in public hands

falling below the relevant prescribed minimum percentage for

that company as determined by the Stock Exchange at the time

of listing. A company may only repurchase shares on GEM if (1)

the purchase price is not higher than the latest (or current)

independent bid price or the last independent sale (contract)

price quoted or reported on the system (as defined in the Rules

of the Stock Exchange), whichever is higher; and (2) the company

has not made the opening bid nor any bid in the last 30 minutes

before the close of normal trading hours as stipulated in the

Rules of the Stock Exchange.

(iv) Status of repurchased securities

The listing of all repurchased securities (whether on the Stock

Exchange or otherwise) is automatically cancelled and the relative

certificates must be cancelled and destroyed. Under Cayman

Islands law, a company’s repurchased shares shall be treated as

cancelled and the amount of the company’s issued share capital

shall, accordingly, be reduced by the aggregate nominal value of

the repurchased shares. The company’s authorised share capital

will remain unaffected.

(v) Suspension of repurchase

Any securities repurchase programme is required to be suspended

after a price-sensitive development has occurred or has been

the subject of a decision until the price-sensitive information is

made publicly available. In particular, during the period of one

month immediate ly preceding e i ther the pre l iminary

APPENDIX III STATUTORY AND GENERAL INFORMATION

206

announcement of the company’s annual results or the publication of

the company’s half-year report or a quarterly report, a company may

not purchase its securities on GEM unless the circumstances are

exceptional. In addition, the Stock Exchange may prohibit repurchases

of securities on GEM if a company has breached the GEM Listing

Rules.

(vi) Reporting requirements

Repurchases of securities on GEM or otherwise must be reported to

the Stock Exchange not later than 9:30 a.m. (Hong Kong time) on

the following business day. In addition, a company’s annual report

and accounts are required to include a monthly breakdown of

securities repurchases made during the financial year under review,

showing the number of securities repurchased each month (whether

on GEM or otherwise), the purchase price per share or the highest

and lowest prices paid for all such repurchases and the total prices

paid. The directors’ report is also required to contain reference to

the purchases made during the year and the directors’ reasons for

making such purchases. The company shall make arrangements with

its broker who effects the purchase to provide the company in a

timely fashion with the necessary information in relation to the

purchase made on behalf of the company to enable the company to

report to the Stock Exchange.

(vii) Connected parties

Under the GEM Listing Rules, a company shall not knowingly purchase

shares from a connected person (as defined under the GEM Listing

Rules) and a connected person shall not knowingly sell his shares to

the company.

(b) Exercise of the Repurchase Mandate

Exercise in full of the Repurchase Mandate (on the basis of 2,399,677,245

Shares in issue immediately after listing of the Shares and taking no account

of the Shares which may be allotted pursuant to the Over-allotment Option,

options under the Pre-IPO Share Option Plan or the Share Option Scheme)

could result in up to 239,967,724 Shares being repurchased by the

Company during the period up to the earliest of (i) the conclusion of the

next annual general meeting of the Company; (ii) the expiration of the

period within which the next annual general meeting of the Company is

required by the Articles of Association of the Company or the Companies

APPENDIX III STATUTORY AND GENERAL INFORMATION

207

Law or any other applicable laws of the Cayman Islands to be held; or (iii)

the revocation, variation or renewal of the repurchase mandate by ordinary

resolution of the shareholders of the Company in general meeting.

(c) Reasons for repurchases

Repurchases of Shares will only be made when the Directors believe that

such a repurchase will benefit the Company and its members. Such

repurchases may, depending on market condit ions and funding

arrangements at the time, lead to an enhancement of the net asset value

per Share of the Company and/or its earnings per Share.

(d) Funding of repurchases

In repurchasing Shares, the Company may only apply funds legally available

for such purpose in accordance with its memorandum and articles of

association and the applicable laws and regulations of the Cayman Islands.

The Company may not purchase securities on GEM for a consideration

other than cash or for settlement otherwise than in accordance with the

trading rules of the Stock Exchange from time to time.

(e) General

There might be a material adverse impact on the working capital or gearing

position of the Company (as compared with the position disclosed in this

prospectus) in the event that the Repurchase Mandate is exercised in full.

However, the Directors do not propose to exercise the Repurchase Mandate

to such extent as would, in the circumstances, have a material adverse

effect on the working capital requirements of the Company or on its gearing

levels which in the opinion of the Directors are from time to time appropriate

for the Company.

The Directors have undertaken to the Stock Exchange that, so far as the

same may be applicable, they will exercise the Repurchase Mandate in

accordance with the GEM Listing Rules, the memorandum and the articles

of association of the Company and the applicable laws of the Cayman

Islands.

None of the Directors and, to the best of their knowledge, having made all

reasonable enquiries, none of their respective associates, have any present

intention, if the Repurchase Mandate is exercised, to sell any Share to the

Company or its subsidiaries.

APPENDIX III STATUTORY AND GENERAL INFORMATION

208

No connected person (as defined in the GEM Listing Rules) of the Company

has notified the Company that he has a present intention to sell Shares to

the Company or has undertaken not to do so.

If as a result of a repurchase of Shares, a shareholder’s proportionate

interest in the voting rights of the Company increases, such increase will

be treated as an acquisition for the purposes of the Hong Kong Code on

Takeovers and Mergers (the “Code”). As a result, a shareholder, or a

group of shareholders acting in concert (as defined in the Code), depending

on the level of increase in the shareholder’s interests, could obtain or

consolidate control of the Company and become obliged to make a

mandatory offer in accordance with Rule 26 of the Code. Save as aforesaid,

the Directors are not aware of any other consequences under the Code as

a result of a repurchase of Shares made immediately after the listing of

the Shares.

7. Summary of material contracts

The following contracts (not being contracts in the ordinary course of business)

have been entered into by members of the Group since the Group started

operating (which is less than two years preceding the date of this prospectus)

and are or may be material:

(a) an agreement dated 28th March, 2000 between the Company, TP (HK)

and holders of options under the Pre-IPO Share Option Plan relating to the

novation of TP (HK)’s obligations under the Pre-IPO Share Option Plan to

the Company;

(b) a deed of indemnity dated 3rd April, 2000 given by Robert John Richard

Owen, Johnny Chan Kok Chung and Ilyas Tariq Khan (collectively, the

“Indemnifiers”) in favour of the Group in respect of estate duty against any

member of the Group as referred to in the section entitled “Estate duty” in

this Appendix;

(c) the Underwriting Agreement;

(d) a sponsor’s agreement dated 3rd April, 2000, entered into between the

Company and BNP Prime Peregrine Capital whereby the Company appointed

BNP Prime Peregrine Capital to act as its sponsor for the purposes of the

GEM Listing Rules;

APPENDIX III STATUTORY AND GENERAL INFORMATION

209

(e) a subscription agreement dated 31st January, 2000 entered into between

Fidelity International Limited (“Fidelity”) and TP (HK) pursuant to which

Fidelity agreed to subscribe for 1,826 convertible redeemable preference

shares of US$0.01 each in TP (HK) at a price of US$116.62 each;

(f) a subscription agreement dated 31st January, 2000 entered into between

Fidelity Investors II Limited Partnership (“Fidelity II”) and TP (HK) pursuant

to which Fidelity II agreed to subscribe for 1,826 convertible redeemable

preference shares of US$0.01 each in TP (HK) at a price of US$116.62

each;

(g) a subscription agreement dated 17th December, 1999 entered into

between GE Capital and TP (HK) pursuant to which GE Capital agreed to

subscribe for 4,287 convertible redeemable preference shares in TP (HK)

at a price of US$116.62 each;

(h) a subscription agreement dated 26th October, 1999 entered into between

Softbank Internet Fund Limited and TP (HK) pursuant to which Softbank

Internet Fund Limited agreed to subscribe for 17,149 convertible

redeemable preference shares in TP (HK) at a price of US$116.62 each;

(i) a participation agreement entered into between TP (HK) and ECK & Partners

Ltd (“ECK”) on 30th March, 2000 pursuant to which options held by TP

(HK) over shares equivalent to 2.5% of the issued share capital of BigSave

were assigned to ECK. ECK was one of the original shareholders of TP

(HK). Until recently, ECK was 50% owned by European Capital Limited.

When TP (HK) originally commenced business European Capital Limited

provided TP (HK) with free use of its offices and the services of Ilyas Tariq

Khan and these options were assigned to ECK in consideration thereof.

(j) On 22nd March 2000, techpacific.com (BVI) Investments Limited (“TP(BVI)”)

entered into a Subscription Agreement with SoftPub.com Inc. (“SoftPub”)

pursuant to which TP (BVI) agreed to subscribe for 40% of SoftPub for

US$1.75 million.

(k) On 27th March 2000, TP (BVI), Anthony Baillieu & Associates Limited and

Interman Holdings Limited entered into a Shareholders’ Agreement in

relation to the establishment of a joint venture company, techpursuit.com

Holdings Limited, to provide recruitment services to customers through

the Internet. Upon completion, TP (BVI) agreed to subscribe for 40,000

shares of US$0.01 each (representing 40% of the issued share capital of

the joint venture company) at a subscription price of US$5.00 per share.

APPENDIX III STATUTORY AND GENERAL INFORMATION

210

(l) On 28th March 2000, TP (BVI) entered into a Subscription Agreement with

Mr. Clark Duncan Lewis John and Mr. Dean Edward MC Michael (the

founders of Sunny World Development Limited which is in the course of

changing its name to BDA China Holdings Limited (“BDA”)), as amended

by an exchange of letters dated 30th March, 2000, pursuant to which, TP

(BVI) will, upon completion, acquire 6,000 new shares of US$1.00 each in

BDA (representing 10% of the issued share capital of BDA) for a

consideration of US$600,000 payable in cash.

(m) On 24th March 2000, TP (BVI) entered into a Subscription Agreement with

GCG Asia Limited (“GCG Asia”) pursuant to which, TP (BVI) will, upon

completion, subscribe for 3,467 new shares of US$1.00 each in GCG Asia

(representing 25% of the issued share capital of GCG Asia) for a

consideration of US$1,750,002.92, US$1,000,000 of the consideration

will be payable on completion and the remaining US$750,002.92 of the

consideration will be payable on 15th September 2000 or such earlier

date as may be agreed by TP (BVI) and GCG Asia.

(n) On 30th March 2000, TP(BVI) entered into a Subscription Agreement with

WebMedia Group Limited (“WebMedia”), a provider of web authoring, design

and development, pursuant to which, TP(BVI) will, upon completion,

subscribe for 100,000 shares in Webmedia, representing 11.1% of

Webmedia’s enlarged share capital, for a consideration of US$1 million.

(o) On 8th March 2000, TP (HK) entered into a Subscription Agreement with

Draper Fisher Jurvetson pursuant to which Draper Fisher Jurvetson

subscribed for 18,000 convertible redeemable preference shares of

US$0.01 each, in the Company at a subscription price of US$283.67 per

convertible redeemable preference share.

(p) On 7th March 2000, TP (HK) entered into a Subscription Agreement with

SOFTVEN No. 2 Investment Enterprise Partnership (“SOFTVEN”) pursuant

to which SOFTVEN subscribed for 8,813 convertible redeemable preference

shares of US$0.01 each, in the Company at a subscription price of

US$283.67 per convertible redeemable preference share.

(q) On 23rd March 2000, TP (HK) and the Company entered into a Subscription

Agreement with Dell Ventures (“Dell”) pursuant to which Dell subscribed

for 7,050 convertible redeemable preference shares of US$0.01 each in

the Company at a subscription price of US$283.67 per convertible

redeemable preference share.

APPENDIX III STATUTORY AND GENERAL INFORMATION

211

(r) On 20th March 2000, TP (HK) entered into an Acquisition Agreement with

Ilyas Tariq Khan and Johnny Chan Kok Chung (together, the “Vendors”)

pursuant to which the Vendors confirmed that they had, with effect from

24th February 1999 (being the incorporation date of TP (HK)) transferred

to TP (HK) all of the business which the Vendors had, since 5th December

1998, carried on under the name “techpacific.com”.

(s) On 28th March 2000, the Company and Regent Pacific Group entered

into a Subscription and Shareholders’ Agreement in relation to the

establishment of a joint venture company, TP.com VC, which is owned as

to 75.1% by the Company and 24.9% by the Regent Pacific Group. The

Company subscribed US$100,003.16 for its 75.1% interest and Regent

Pacific Group subscribed US$33,333.63 for its 24.9% interest.

(t) By a trust deed dated 3rd April, 2000, entered into between the Company

and Omnium Investments Limited (“Omnium”), Omnium became the trustee

of a discretionary trust established (i) for the benefit of management staff

and employees from time to time of the Group and advisers and; (ii) for

charitable causes. The trust holds certain options granted under the Pre-

IPO Share Option Plan.

APPENDIX III STATUTORY AND GENERAL INFORMATION

212

8. Intellectual property rights

As at the Latest Practicable Date, the Group had applied for the registration of

the following marks, the registration of which has not yet been granted.

Trade/ Place of Application Application

Service Mark Application Class Number Date

1999

Hong Kong 35 9914765 16 October

Hong Kong 36 9914766 16 October

Singapore 36 T99/12169A 27 October

United Kingdom 36 2213909 10 October

USA 35 75/832,512 25 October

USA 36 75/832,512 25 October

Australia 36 811671 26 October

PRC 35 9900140131 23 November

PRC 35 9900140133 23 November

PRC 36 9900140132 23 November

PRC 36 9900140134 23 November

Taiwan 35 88057957 20 November

Taiwan 35 88057958 20 November

Taiwan 36 88057959 20 November

Taiwan 36 88057960 20 November

Hong Kong 35 9916450 12 November

Hong Kong 36 9916451 12 November

(M cubed)

Label Hong Kong 36 13151/99 20 November

(M cubed)

Label Singapore 36 T99/10608J 22 September

(M cubed)

Label United Kingdom 36 2209123 20 September

(M cubed)

Label USA 36 75/837453 01 November

APPENDIX III STATUTORY AND GENERAL INFORMATION

213

B. FURTHER INFORMATION ABOUT DIRECTORS, SENIOR MANAGEMENT AND STAFF

1. Directors

Disclosure of Interests

(a) Immediately following completion of the Share Offer, the interests of theDirectors in the Shares and in the share capital of any of its associatedcorporation (within the meaning of the SDI Ordinance) which will have tobe notified to the Company and the Stock Exchange pursuant to section28 of the SDI Ordinance (including interests which they are taken ordeemed to have under section 31 of, or Part 1 of the Schedule to, the SDIOrdinance) once the Shares are listed, or will be required, pursuant tosection 29 of the SDI Ordinance, to be entered in the register required tobe kept therein once the Shares are listed, or will be required pursuant toRules 5.40 to 5.59 of the GEM Listing Rules relating to securitiestransactions by Directors to be notified to the Company and the StockExchange once the Shares are listed will be as follows:

(i) Interests in the Company

Personal Family Corporate OtherName Interest Interest Interest Interest

Robert JohnRichard Owen 105,477,606 – – –

Ilyas Tariq Khan (Notes 1 & 2) 77,642,076 – 513,498,147 –Johnny Chan

Kok Chung (Note 3) 206,865,852 15,897,387 – –Max Carrol Chapman, Jr. 14,744,931 1,635,744 – –Francis Yuen Tin Fan (Note 4) – – 929,400 –

Note 1: TW Indus Ltd. will hold 188,208,147 Shares immediately following theShare Offer. TW Indus Ltd. is beneficially wholly-owned by IIyas TariqKhan.

Note 2: ECK & Partners Limited will hold 325,290,000 Shares immediatelyfollowing the Share Offer. ECK & Partners Limited is beneficially ownedas to 61.43% by Ilyas Tariq Khan, as to 20% by Robert John RichardOwen, and as to 18.57% by Johnny Chan Kok Chung.

Note 3: Yuda Udomritthiruj will hold 15,897,387 Shares immediately followingthe Share Offer. Yuda Udomritthiruj is the wife of Johnny Chan and,accordingly, for the purposes of the SDI Ordinance, her Shares areincluded in the Shareholdings of Johnny Chan Kok Chung.

Note 4: Latlink Investments Limited will hold 929,400 Shares immediatelyfollowing the Share Offer. Latlink Investments Limited is beneficiallyowned as to 50% by Francis Yuen Tin Fan and as to the remaining50% by his wife.

APPENDIX III STATUTORY AND GENERAL INFORMATION

214

(ii) Interests in TP (HK) and subsidiaries

Personal Family Corporate OtherName Interest Interest Interest Interest

Robert John

Richard Owen 3,000 – – –

Ilyas Tariq Khan 1 – 110,001 –

Johnny Chan

Kok Chung 30,000 – – –

Under the GEM Listing Rules, Robert John Richard Owen, Johnny Chan

Kok Chung and Ilyas Tariq Khan (themselves and partly through ECK &

Partners Limited, which is controlled by Ilyas Tariq Khan, Robert John

Richard Owen and Johnny Chan Kok Chung, and TW Indus Ltd., which is

controlled by Ilyas Tariq Khan) Francis Yuen Tin Fan (through Latlink

Investments Limited which is owned by him and his wife), Max Carrol

Chapman, Jr., Jose Roy Hernandez Borromeo, Ali Jehangir Siddiqui (partly

through StartupGroup Inc.) and the Softbank funds (collectively the “Initial

Management Shareholders”) are considered to be the initial management

shareholders of techpacific.com and would ordinarily be subject to a

moratorium period of two years. However, as a result of an application

made on behalf of them and techpacific.com, the Stock Exchange has

granted a waiver to the effect that the moratorium period applicable to

each of the Initial Management Shareholders (themselves or through

companies controlled by them) has been reduced to six months in respect

of an aggregate of the 1,218,303,990 Shares (representing approximately

50.77% of the enlarged issued share capital of techpacific.com immediately

upon completion of the Share Offer (without taking into account any Shares

which may be issued upon the exercise of the Over-allotment Option) held

by them. Furthermore, none of Robert John Richard Owen, Johnny Chan

Kok Chung and Ilyas Tariq Khan (themselves and through ECK & Partners

Limited and TW Indus Ltd.) wi l l dispose of his shareholding in

techpacific.com in the second six month period after listing if such disposal

would result in their aggregate shareholdings representing less than 35%

of the voting power at general meetings of techpacific.com.

(b) Certain Directors and staff of the Group have been granted options in

respect of Shares in the Company pursuant to the Pre-IPO Share Option

Plan as set out and described in the section headed “Share Options”

APPENDIX III STATUTORY AND GENERAL INFORMATION

215

below. The options granted under the Pre-IPO Share Option Plan, including

the options granted to Directors, are set out in the section headed “Share

Options” below. In addition, options have been granted to executive

Directors and full-time staff immediately before listing pursuant to the

post-listing Share Option Scheme as set in the section headed “Share

Options” below.

2. Particulars of service contracts

Each of the Directors set out below, being all the executive Directors, has

entered into a continuous service contract with TP (HK) commencing from 23rd

February, 2000. The contracts of Robert John Richard Owen, Johnny Chan Kok

Chung and Ilyas Tariq Khan will continue for a fixed term of two years from the

date of execution and thereafter will continue unless terminated by not less than

three months’ notice in writing served by either party on the other. Each of these

executive Directors is entitled to a basic salary set out below (subject to annual

review). In addition, each executive Director is also entitled to a discretionary

bonus payable in December of each year at the discretion of the Board. None of

the executive Directors is entitled to vote on Board resolutions relating to any

discretionary bonus payable to him. The basic annual remuneration to which the

executive Directors are entitled is as follows:

Director Before 15th April, 2000 After 15th April, 2000

Robert John Richard Owen US$833 per month US$12,500 per monthJohnny Chan Kok Chung US$12,500 per month US$16,666 per monthIlyas Tariq Khan US$1.00 per month US$16,666 per month

Save as disclosed, none of the Directors has entered into any service agreementswith any member of the Group (excluding contracts expiring or determinable bythe employer within one year without payment of compensation other thanstatutory compensation).

3. Directors’ remuneration

(a) The Company’s policies concerning remuneration of executive Directorsare:

(i) the amount of remuneration is determined on the basis of the relevantDirector’s experience, responsibility, workload and the time devotedto the Group;

(ii) non-cash benefits may be provided to the Directors under theirremuneration package; and

APPENDIX III STATUTORY AND GENERAL INFORMATION

216

(iii) the executive Directors may be granted, at the discretion of theboard of Directors, share options of the Company, as part of theirremuneration package.

(b) An aggregate of approximately US$79,911 was paid in cash to the ExecutiveDirectors as remuneration for the year ended 31st December, 1999, madeup as follows:

Name AmountUS$

Robert John Richard Owen 6,667Johnny Chan Kok Chung 73,243Ilyas Tariq Khan 1

79,911

Further information in respect of the Directors’ remuneration is set out inAppendix I to this prospectus.

(c) It is expected that an aggregate sum of approximately US$448,000 will be

paid in cash to the Directors as remuneration by the Group in respect of

the year ending 31st December, 2000 pursuant to the present

arrangements excluding discretionary bonuses.

(d) None of the Directors or any past directors of any member of the Group

has been paid any sum of money for the year ended 31st December,

1999 (i) as an inducement to join or upon joining the Group or (ii) for loss

of office as a director of any member of the Group or of any other office in

connection with the management of the affairs of any member of the

Group.

(e) There has been no arrangement under which a Director has waived or

agreed to waive any emoluments for the year ended 31st December,

1999.

(f) The non-executive Directors have not been appointed for any fixed term

but shall be subject to retirement by rotation in accordance with the

Articles of Association. Save for directors’ fees of US$10,000 per annum

per independent non-executive Director, none of the non-executive

Directors is expected to receive any other remuneration for holding their

office as a non-executive Director.

APPENDIX III STATUTORY AND GENERAL INFORMATION

217

4. Others

Apart from the Directors, four other individuals are amongst the five persons

who receive the highest emoluments from the Group for the year ended 31st

December, 1999. Particulars of emoluments paid to such individuals are set out

in page 148 of the accountants’ report in Appendix I to this prospectus.

5. Agency fees or commissions received

The Underwriters will receive an underwriting commission, BNP Prime Peregrine

Capital will receive a financial advisory fee and a documentation fee as mentioned

in the paragraph headed “Underwriting arrangements and expenses” under the

section headed “Underwriting” of this prospectus.

6. Substantial Shareholders

So far as the Directors are aware, immediately following the Share Offer, the

holders of 10% or more of Shares then in issue (taking no account of Shares

which may be taken up under the Share Offer) will be:

Approximate percentage orNumber or approximate attributable

approximate percentage holding of Shares

attributable in issue immediatelyName number of Shares following the Share Offer

%

Ilyas Tariq Khan (Note 1) 591,140,223 24.63

ECK & Partners Limited

(Note 2) 325,290,000 13.56

tekbanc.com Limited 302,055,000 12.59

Note 1: The interest of Ilyas Tariq Khan includes 188,208,147 Shares held by TW Indus Ltd.which is beneficially wholly-owned by him and 325,290,000 Shares held by ECK &Partners Limited which is beneficially owned as to 61.43% by him.

Note 2: ECK & Partners Limited holds a direct interest in 325,290,000 Shares. Ilyas TariqKhan is beneficially interested in 61.43% of the share capital of ECK & PartnersLimited and, therefore, Ilyas Tariq Khan is also interested in these 325,290,000Shares which are duplicated within the 591,140,223 Shares in which Ilyas TariqKhan is interested.

APPENDIX III STATUTORY AND GENERAL INFORMATION

218

7. Sponsor and others

(a) Immediately following the completion of the Share Offer, the interests of

the Sponsor will be as follows:

Approximate percentageholding of Shares

in issue immediately

Name Number of Shares following the Share Offer%

Yi Hua Assets Limited 16,380,675 0.68

Yi Hua Assets Limited is beneficially owned, as to 50%, by the Sponsor

and as to the remaining 50%, by Francis Leung Pak To (the Vice-Chairman

and Managing Director of BNP Prime Peregrine Limited (the holding

company of the Sponsor)) who is a member of the Advisory Board.

(b) The Sponsor will receive a sponsor’s fee of HK$750,000 per year for

acting as the Company’s sponsor for the purposes of the GEM Listing

Rules.

(c) Conyers Dill & Pearman, Cayman (the Company’s Cayman Islands legal

advisers) will receive normal professional fees in connection with matters

relating to the Share Offer.

(d) Members of the Advisory Board will each receive, pursuant to the terms of

their appointment letters, remuneration of US$5,000 per annum until

reviewed by the Board. In addition, options have been granted to members

of the Advisory Board under the Pre-IPO Share Option Plan as set out in

sub-section headed “Summary of the terms of the Pre-IPO Share Option

Plan” below.

8. Disclaimers

Save as disclosed in this Appendix:

(a) none of the Directors nor the chief executive of the Company has for the

purposes of section 28 of the SDI Ordinance, nor is any of them taken to

or deemed to have under section 31 of, or Part 1 of the Schedule to, the

SDI Ordinance, any interest in the equity or debt securities of the Company

or any of its associated corporations (within the meaning of the SDI

Ordinance) or any interest which will have to be entered in the register to

APPENDIX III STATUTORY AND GENERAL INFORMATION

219

be kept by the Company pursuant to section 29 of the SDI Ordinance or

pursuant to Rules 5.40 to 5.59 of the GEM Listing Rules relating to securities

transactions by Directors to be notified to the Company and the Stock

Exchange once such securities are listed on the GEM;

(b) none of the Directors nor any of the persons whose names are listed in

the sub-paragraph headed “Experts” under the section headed “Other

information” in this Appendix has any direct or indirect interest in the

promotion of the Company or in any assets which have, within the two

years immediately preceding the date of this prospectus, 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;

(c) none of the Directors nor any of the persons whose names are listed in

the paragraph headed “Experts” under the section headed “Other

information” in this Appendix is materially interested in any contract or

arrangement subsisting at the date of this prospectus which is significant

in relation to the business of the Group;

(d) none of the Directors has entered or has proposed to enter into any

service agreements with the Company or any members of the Group (other

than contracts expiring or determinable by the employer within one year

without payment of compensation other than statutory compensation);

(e) none of the Directors, the promoter of the company or the experts named

in the paragraph headed “Experts” in this Appendix had received any

agency fee or commission from the Group within the two years immediately

preceding the date of this prospectus;

(f) taking no account of Shares which may be taken up under the Share Offer,

the Directors are not aware of any person who will, immediately following

the completion of the Share Offer, be 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 members of

the Group;

(g) none of the Directors, their respective associates (as defined in the GEM

Listing Rules) nor, so far as is known to the Directors, shareholders of the

Company who are interested in 5% or more of the issued share capital of

the Company, have any interests in the five largest customers of the Group.

APPENDIX III STATUTORY AND GENERAL INFORMATION

220

C. SHARE OPTIONS

1. Summary of the terms of the Pre-IPO Share Option Plan

The following is a summary of the principal terms of the Pre-IPO Share Option

Plan, approved by the shareholders of TP (HK) on 2nd July, 1999 and novated to

the Company on 28th March, 2000, in respect of the 409,177,644 share options

(“Option”) granted to 35 management staff, employees and employees’ trust of

the Group set out in this section (“Pre-IPO Grantees”). No further options will be

granted pursuant to the pre-IPO Share Option Plan upon listing. Note: Unlike a

scheme such as the Share Option Scheme to be adopted by the Company

conditional upon listing, the Pre-IPO Share Option Plan consists of a series of

discrete option agreements between the Company and individual option holders.

(a) Vesting

The Pre-IPO Grantee’s right to exercise any Option shall vest in three

stages, such that the Grantee shall have the right to exercise the Option in

respect of (i) the first 30% of the option shares (as set out in the table

below) (“Option Shares”) commencing on the first anniversary of the Effective

Date (as set out in the table below); (ii) the next 30% of the Option Shares

commencing on the second anniversary of the Effective Date; and (iii) the

remaining Option Shares commencing on the third anniversary of the

Effective Date, each such date being referred to as the “Vesting Date” in

respect of the relevant Option Shares.

(b) Subscription price

The subscription price payable by each Pre-IPO Grantee to the Company

on each exercise of the Option (“Subscription Price”) shall be paid as set

out in the table below. The Subscription Prices were determined by the

Board and approved by the shareholders of the Company at the relevant

time by reference to the subscription price of the Shares for the round of

financing immediately preceding the date the Company sought its

shareholders’ approval for the issue of such options.

(c) Exercise of subscription rights

(i) Subject to sections (c)(ii), (d) and (f), the Option may be exercised in

respect of Vested Option Shares (as defined in sub-section d(i) below)

in whole or in part, being not less than 10% of the Option Shares

other than on the last exercise of any remaining Options, on any

APPENDIX III STATUTORY AND GENERAL INFORMATION

221

one or more occasions at any time during the period commencing

from the Vesting Date for such option shares to the date falling two

years after the Vesting Date (or such shorter period as provided for

in section (d)) (the “Subscription Period’) relating to such Vested

Option Shares.

(ii) The right to exercise the Option in respect of the Option Shares (or

any outstanding Option Shares) shall lapse immediately and shall

not be capable of exercise at any time by a Pre-IPO Grantee on or

following (1) the expiration of the Subscription Period for the relevant

Option Shares; or (2) the occurrence of the events described in

sections (d)(ii) and (iii) (“Termination”), whichever is the earlier.

(iii) The Option Shares issuable upon the exercise of the Option will

rank pari passu with the fully paid Shares in issue on the relevant

date of exercise (the “Subscription Date”) and shall be subject to all

the provisions of the Articles of Association of the Company and

shall entitle the holder to participate in all dividends or other

distributions paid or made after the relevant Subscription Date other

than any dividend or other distribution previously declared or

recommended or resolved to be paid or made if the record date

therefor shall be on or before the relevant Subscription Date.

(iv) An Option Share issued upon exercise of an Option shall not carry

any voting rights until registration of the grantee as holder of those

shares.

(d) Termination

(i) If the Pre-IPO Grantee ceases to be an employee of the Company,

the Company’s holding company or any of its other subsidiaries (1)

by reason of ill-health, injury, disability, death, or on retirement in

accordance with his employment contract or otherwise by agreement

with his employing company; or (2) by termination of his employment

by his employing company on notice in accordance with the

provisions of his employment contract or with payment in lieu of

such notice, then his Option will not terminate in respect of Option

Shares which the Vesting Date has occurred (“Vested Option Shares”),

but shall remain in force and may be exercised by the Grantee or

his personal representative provided that in the event of the Grantee’s

employment ceasing for any of the reasons set out in (1) or (2)

above, other than death, the Subscription Period in respect of any

APPENDIX III STATUTORY AND GENERAL INFORMATION

222

Vested Option Shares shall expire on the earlier of the date it would

have expired had the Pre-IPO Grantee remained an employee or the

date falling 6 months after the Pre-IPO Grantee’s employment ceasing.

On the occurrence of any event described under (d)(i), the Option

on unvested Option Shares shall immediately lapse.

(ii) If the Pre-IPO Grantee ceases to be an employee of the Company,

the Company’s holding company or any of its subsidiaries: (1) by

reason of his resignation, whether or not in accordance with the

provisions of his employment contract; or (2) by reason of his

dismissal without notice (or payment in lieu) for misconduct or other

grounds entitling the Company or the employing company (as the

case may be) to summarily terminate his employment; or (3) for any

reason other than as described in section (d)(i), then all remaining

Option Shares shall lapse and determine immediately without

compensation on the date he so ceases to be an employee.

(iii) If the Pre-IPO Grantee is insolvent, adjudicated bankrupt, or a

bankruptcy petition is presented against him, then all remaining

Option Shares shall lapse and determine immediately without

compensation.

(e) Variation of share capital

(i) In the event that the Shares are consolidated or sub-divided, the

Option Price and the number of Option Shares shall be adjusted

appropriately to take account of such consolidation or sub-division.

(f) Takeover offers, liquidation and reconstruction

(i) If any general offer or tender offer (being an offer made in the first

instance on a condition such that, if it is satisfied, the offeror will

have control of the Company) is made to holders of Shares, the Pre-

IPO Grantee shall be entitled to exercise the Option in whole or in

part in respect of all remaining Option Shares within a period of 14

days after he receives notification from the Company. To the extent

that it has not been so exercised, the Option shall lapse and

determine, provided that such exercise of the Option may, if stipulated

by the Pre-IPO Grantee upon exercise, be made conditional on the

successful completion of the offer under which control of the

Company is to be acquired.

APPENDIX III STATUTORY AND GENERAL INFORMATION

223

(ii) If notice is duly given of a general meeting of the Company at which

a resolution will be proposed for the voluntary winding-up of the

Company, the Pre-IPO Grantee shall be entitled to exercise the Option

in whole or in part in respect of all remaining Option Shares at any

time thereafter until the resolution is duly passed or defeated or the

meeting concluded or adjourned sine die, whichever shall first occur.

If such resolution is duly passed, the Option shall, to the extent that

it has not been exercised, thereupon lapse and determine.

(iii) If a compromise or arrangement between the Company and its

members or creditors is proposed for the purposes of or in

connection with a scheme for the reconstruction of the Company or

its amalgamation with any other company or companies, the Pre-IPO

Grantee shall be entitled to exercise the Option in whole or in part

in respect of all remaining Option Shares at any time prior to 12

noon on the day immediately preceding the date of the meeting

directed to be convened by the Court for the purpose of considering

such compromise or arrangement. Upon the exercise of the Option

by the Pre-IPO Grantee, the Company shall not be obliged to issue

the Option Shares unti l such t ime as such compromise or

arrangement is approved by the Court and, if it is approved, the

Company may thereafter require the Pre-IPO Grantee to transfer or

otherwise deal with the Shares issued as a result of the exercise of

the Option so as to place the Pre-IPO Grantee in the same position

as nearly as may be as, in the opinion of the Board, the Pre-IPO

Grantee would have been in if such Shares had been subject to

such comment. Otherwise, to the extent that the Option has not

been exercised, it shall lapse and determine. If for any reason such

compromise or arrangement is not approved by the Court the rights

of the Pre-IPO Grantee to exercise the Option shall with effect from

the date of the making of the order by the Court be restored in full

and shall thereupon become exercisable as if such compromise or

arrangement had not been proposed by the Company and no claim

shall lie against the Company or any of its officers for any loss or

damage sustained by the Pre-IPO Grantee as a result of the aforesaid

suspension.

APPENDIX III STATUTORY AND GENERAL INFORMATION

224

(g) Rights are personal

An Option may not be transferred or assigned and is personal to the Pre-

IPO Grantee.

Details of Options granted and, as at the Latest Practicable Date, remaining

unexercised under the Pre-IPO Share Option Plan are as follows:

SubscriptionEffective Date Option Shares Price

(US$)

Executive Directors

Ilyas Tariq Khan(1) 3rd January, 2000 4,061,478 0.0251

3G Old Peak Mansions 23rd March, 2000 15,102,750 0.0610

5 Old Peak Road

Hong Kong

Johnny Chan Kok Chung(1) 3rd January, 2000 43,454,097 0.0251

Apartment 7A 23rd March, 2000 18,820,350 0.0610

64 MacDonnell Road

Mid Levels

Hong Kong

Robert John Richard Owen(1) 3rd January, 2000 14,252,349 0.0251

1 MacDonnell Road 23rd March, 2000 5,111,700 0.0610

Mid Levels

Hong Kong

Sub-totals 61,767,924 0.0251

39,034,800 0.0610

APPENDIX III STATUTORY AND GENERAL INFORMATION

225

SubscriptionEffective Date Option Shares Price

(US$)

Employees

Jose Roy HernandezBorromeo(3) 3rd January, 2000 9,619,290 0.0251

2 MacDonnell Road 23rd March, 2000 5,111,700 0.0610Mid LevelsHong Kong

Yuda Udomritthiruj(3) 3rd January, 2000 2,323,500 0.0251Apt. 7A 23rd March, 2000 1,394,100 0.061064 MacDonnell RoadMid LevelsHong Kong

Stephen Christopher Smith(3) 3rd January, 2000 4,647,000 0.02512 MacDonnell Road 23rd March, 2000 1,394,100 0.0610Mid LevelsHong Kong

Kenyon Lee Kam Lun(3) 3rd January, 2000 2,323,500 0.02518A, Tower I 23rd March, 2000 1,394,100 0.061018 Bridges StreetGrandview GardenCentralHong Kong

Ali Jehangir Siddiqui(3) 3rd January, 2000 2,323,500 0.025125B Scenic Rise 23rd March, 2000 1,394,100 0.061046 Caine RoadMid-LevelsHong Kong

Patrick Yeung Chung Hang(3) 1st November, 1999 18,588,000 0.02515 Hillview Garden 3rd January, 2000 2,323,500 0.02513th Floor 23rd March, 2000 1,394,100 0.061072 Hill RoadHong Kong

APPENDIX III STATUTORY AND GENERAL INFORMATION

226

SubscriptionEffective Date Option Shares Price

(US$)

Employees

Vicki Yeon Sun Lim(3) 15th February, 2000 6,970,500 0.0251Flat 27-B 23rd March, 2000 1,394,100 0.0610Tung Shing Terrace39 Bridges StreetMid-LevelsHong Kong

Raymond Chuk Ngai Man(3) 15th February, 2000 3,949,950 0.0251Suite A1207 23rd March, 2000 4,879,350 0.0610New World Apartments24 Salisbury RoadTsimshatsuiHong Kong

Laurens William Cook(3) 28th February, 2000 27,882,000 0.0251120 E 87th Street 23rd March, 2000 9,758,700 0.0610Apartment P24ANew YorkNew York 10128

Ahmad Salam(3) 1st September, 1999 2,323,500 0.02514 Westpoint 3rd January, 2000 2,323,500 0.025149 Putney Hill 23rd March, 2000 3,252,900 0.0610SW156RUUnited Kingdom

Claudia Euna Ko(3) 15th February, 2000 4,647,000 0.0251Regal Court 23rd March, 2000 929,400 0.0610Flat 22B12-18 Wing Fung StreetWanchaiHong Kong

Shahzad Ashfaq(3) 23rd March, 2000 7,899,900 0.0610Apartment 9BPO Gardens9 Brewin PathHong Kong

APPENDIX III STATUTORY AND GENERAL INFORMATION

227

SubscriptionEffective Date Option Shares Price

(US$)

Employees

Lisa Mok Hai Mann(3) 23rd March, 2000 3,020,550 0.0610

Flat G, 26th Floor

Nan Shan Mansion

No. 3 Taikoo Shing Road

Taikoo

Hong Kong

Jonathan Aiman Hakim(3) 3rd April, 2000 10,223,400 0.0610

232 DB Plaza

Discovery Bay

Hong Kong

Paul Chow Wan Hoi(3) 1st February, 2000 2,323,500 0.0251

17-B, Block 14 23rd March, 2000 4,414,650 0.0610

Wonderland Villas

Wah King Hill Road

Kowloon

Hong Kong

Christopher Birrell(3) 3rd April, 2000 5,576,400 0.0610

2 MacDonnell Road

Mid Levels

Hong Kong

Mimi Lam Chui Fung(3) 3rd April, 2000 2,788,200 0.0610

9A Mandarin Court

28-36 Flower Market Road

Kowloon

Hong Kong

Bruce M McDonald(4) 15th December, 1999 464,700 0.0251

6D, Block 2 3rd January, 2000 929,400 0.0251

22 Conduit Road 23rd March, 2000 464,700 0.0610

Hong Kong

APPENDIX III STATUTORY AND GENERAL INFORMATION

228

SubscriptionEffective Date Option Shares Price

(US$)

Employees

Choi Fei Ying(5) 3rd January, 2000 5,576,400 0.0251Room 237, 1/F 23rd March, 2000 1,858,800 0.0610Block 1Sha Tin Pass EstateKowloonHong Kong

Winnie Sin Wing Hung(5) 23rd March, 2000 2,323,500 0.0610Flat B3 11/FBlock B, Po Wing Building235-241 Yee Kuk StreetKowloonHong Kong

Annie Yiu(5) 3rd January, 2000 929,400 0.0251Room 1020, Lai Ming House 23rd March, 2000 464,700 0.0610Wah Ming EstateFanling, New TerritoriesHong Kong

Sisie Wong(5) 3rd January, 2000 929,400 0.025141/F, Flat G, Tower 6 23rd March, 2000 464,700 0.0610Tierra VerdeTsing YiHong Kong

Edward Yeung(5) 23rd March, 2000 464,700 0.061027/F, Flat G, Block 12Hoi Fung MansionRiviera GardenTsuen Wan, New TerritoriesHong Kong

Sub-totals 101,397,540 0.0251

72,260,850 0.0610

APPENDIX III STATUTORY AND GENERAL INFORMATION

229

SubscriptionEffective Date Option Shares Price

(US$)

Employees’ Trust

Omnium Investments Limited(7) 23rd March, 2000 8,829,300 0.025118 Floor, Edinburg Tower Date of listing 100,328,730 0.0610The Landmark15 Queen’s Road CentralHong Kong

Independent non-executive Directors

Max Carrol Chapman, Jr.(2) 23rd March, 2000 2,323,500 Offer Price

848 Sleepy Hollow Road 23rd March, 2000 2,323,500 0.0610

Briarcliff

NY 10510

United States of America

Francis Yuen Tin Fan(2) 23rd March, 2000 4,647,000 Offer Price

9B Twin Brook

43 Repulse Bay Road

Hong Kong

Peter Raymond Clarke(2) 23rd March, 2000 4,647,000 Offer Price

21A Century Tower 1

1 Tregunter Path

Mid Levels

Hong Kong

2,323,500 0.0610

Sub-totals 11,617,500 Offer Price

APPENDIX III STATUTORY AND GENERAL INFORMATION

230

SubscriptionEffective Date Option Shares Price

(US$)

Advisers

David Kim(6) Date of listing 2,323,500 Offer PriceFlat 4014Convention Plaza Apts.1 Harbour RoadWanchaiHong Kong

David Michael Williams(6) Date of listing 2,323,500 Offer Price17C Seahouse LaneDiscovery BayLantau IslandHong Kong

Henry Cornell(6) Date of listing 2,323,500 Offer Price2 MacDonnell RoadMid LevelsHong Kong

Francis Leung Pak To(6) Date of listing 2,323,500 Offer Price23th Floor, New World Tower16-18 Queens Road CentralHong Kong

Gary Edward Rieschel(6) Date of listing 2,323,500 Offer Price2 MacDonnell RoadMid LevelsHong Kong

Sub-totals 11,617,500 Offer Price

Totals 171,994,764 0.0251213,947,880 0.061023,235,000 Offer Price

Grand total 409,177,644

Notes:

(1) Executive Director

(2) Independent non-executive Director

(3) Senior Management

(4) Part-time employee

(5) Full-time employee

APPENDIX III STATUTORY AND GENERAL INFORMATION

231

(6) Members of the Advisory Board

(7) Omnium Investments Limited is the trustee of a discretionary trust, establishedfor the purposes of (i) assisting the Group’s management staff and employeesfrom time to time to acquire shares and other securities in the Company with aview, generally, to attracting, retaining and motivating employees of the Group;and (ii) providing donations, from time to time, for charitable causes. Furtherinformation about the trust is set out on page 195 above.

The above list does not show Options which have been granted and exercisedunder the Pre-IPO Share Option Plan. However, all such Optionholders areincluded in the list of Shareholders under the section headed “Changes in ShareCapital of TP(HK), the Company and their subsidiaries” above. All Options underthe Pre-IPO Share Option Plan were granted to each Optionholder in considerationfor the payment of US$1.00.

Since the adoption of the Pre-IPO Share Option Plan, the Company has granted73,334 options with a subscription price of US$10 and 10,000 options with asubscription price of US$15. All of these 83,334 options have been exercisedprior to the listing (resulting in the issue of 387,253,098 Shares, as adjusted forthe effects of the Group reorganisation). The outstanding options under the Pre-IPO Share Option Plan represents 17.05% of the Shares immediately after theShare Offer (but excluding the exercise of the Options and Shares issued pursuantto any exercise of the Over-allotment Option). If all the outstanding options areexercised, the voting rights of each existing shareholder will be diluted by 14.57%.

2. Summary of terms of the Share Option Scheme

The following is a summary of the principal terms of the Share Option Schemeconditionally approved by a resolution of the shareholders of the Company dated3rd April, 2000 (which is still subject to certain conditions as referred to inparagraph(s) in this section):

(a) Who may join

A duly authorised committee of the board of directors of the Company,including two of the independent non-executive directors from time totime of the Company which is delegated with the power of the directors ofthe Company to administer the Share Option Scheme (the “Committee”)may, at their discretion, invite any full-time employees and executiveDirectors (“Eligible Employees”) to take up options to subscribe for Sharesat a price calculated in accordance with sub-paragraph (d) below andsubject to the other terms of the Share Option Scheme summarised below.

APPENDIX III STATUTORY AND GENERAL INFORMATION

232

Participant Bases

1. Directors executive Directors only

2. Employees of the Group the number of hours spent by employees

in providing services to the Group must

be not less than 25 hours per week,

determined by averaging out the total

number of hours so spent since an

employee commenced working for the

Group and up to the date of the

proposed grant of option.

(b) Grant of options to substantial shareholders or any of their associates

Any grant of options to a connected person (as defined in the GEM Listing

Rules) must be approved by the independent non-executive directors of

the Company.

Where options are proposed to be granted to a connected person or its

associates (as such term is defined in the GEM Listing Rules) of the Company

and the proposed grant of options, when aggregated with the options

already granted to that connected person in the past 12 months period,

would entitle him to receive more than 0.1% of the total issued shares of

the Company for the time being and the value of which is in excess of

HK$5 million, then the proposed grant must be subject to the approval of

shareholders in general meeting. Apart from the connected person involved,

all other connected persons of the Company must abstain from voting at

such general meeting (except where any connected person intends to

vote against the proposed grant). A shareholders’ circular must be prepared

by the Company explaining the proposed grant, disclosing the number

and terms of the Options to be granted and containing a recommendation

from the independent directors on whether or not to vote in favour of the

proposed grant.

(c) Offer of Options

Any offer of options must not be made after a price sensitive development

has occurred or a price sensitive matter has been the subject of a decision,

until such price sensitive information has been announced pursuant to the

requirements of the GEM Listing Rules. In particular, during the period of

one month immediately preceding the preliminary announcement of final

results or the publication of interim results or quarterly results, no option

APPENDIX III STATUTORY AND GENERAL INFORMATION

233

should be granted until such information has been announced pursuant to

the requirements of the GEM Listing Rules.

(d) Payment on acceptance of option offer

HK$10 is payable by the Eligible Employee to the Company on acceptance

of the option offer.

(e) Price of Shares

The subscription price for Shares under the Share Option Scheme will be

determined by the Committee and notified to each grantee and will be no

less than the higher of (i) the closing price of the Shares as stated in the

Stock Exchange’s daily quotations sheet on the date of grant, (ii) the average

closing price of the Shares as stated in the Stock Exchange’s daily quotations

sheets for the five trading days immediately preceding the date of grant

and (iii) the nominal value of a Share provided that, notwithstanding the

foregoing, the 64,360,950 options conditionally granted under the Share

Option Scheme immediately prior to the commencement of dealings in the

Shares on the Stock Exchange, shall be issued at a subscription price

equal to the Offer Price.

(f) Maximum number of Shares

The total number of Shares subject to the Share Option Scheme and any

other schemes (including the Pre-IPO Share Option Plan) must not, in

aggregate, exceed 30% (or such higher percentage as may be allowed

under the GEM Listing Rules) of Shares of the Company in issue from time

to time during a specified period of 10 consecutive years commencing

from 3rd April, 2000 (excluding (i) Shares issued after that date upon the

exercise of any options granted pursuant to the Pre-IPO Share Option

Plan, the Share Option Scheme and any other such schemes; and (ii) any

pro rata entitlements to further Shares issued in respect of those Shares

mentioned in (i)). Subject to this:

(1) the total number of Shares available for issue under options which

may be granted under the Share Option Scheme and any other

scheme (including the Pre-IPO Share Option Plan), must not in

aggregate, exceed 10 per cent. of the issued share capital of the

Company as at the date of listing of the Shares on GEM (such 10

per cent. being equivalent to 239,967,724 Shares based on

2,399,677,245 Shares expected then to be in issue) unless further

shareholders’ approval has been obtained pursuant to paragraph (2)

or (3) below;

APPENDIX III STATUTORY AND GENERAL INFORMATION

234

(2) the Company may seek approval by shareholders in general meeting

to renew such 10 per cent. limit. However, the total number of

Shares available for issue under options which may be granted under

the Scheme and other such schemes of the Company (including the

Pre-IPO Share Option Plan) in these circumstances must not exceed

10 per cent. of the issued share capital of the Company at the date

of the approval to renew the limit;

(3) the Company may seek separate shareholders’ approval in general

meeting to grant options beyond the 10 per cent. limit provided that

(a) the total number of Shares subject to the Scheme and other such

schemes of the Company (including the Pre-IPO Share Option Plan)

does not in aggregate exceed 30 per cent. of the total issued share

capital of the Company at the date of approval and (b) the options in

excess of the 10 per cent. limit are granted only to participants

specified by the Company before such approval is sought.

Upon completion of the Share Offer and taking no account of Shares

which may be issued pursuant to (i) the Over-allotment Option and (ii)

options issued under the Pre-IPO Share Option Plan as described in the

paragraph headed “Summary of the terms of the Pre-IPO Share Option

Plan” above, the total number of Shares subject to the Share Option Scheme

and any other scheme (including the Pre-IPO Share Option Plan), will be

number of Shares, representing 30 per cent. of the issued share capital of

the Company at that time.

No Eligible Employee shall be granted an option which would result in

such person’s maximum entitlement exceeding 25% of the aggregate

Shares for the time being issued or issuable under the Share Option Scheme

(including the Pre-IPO Share Option Plan).

(g) Time of exercise of option

An option may be exercised in accordance with the terms of the Share

Option Scheme at any time during a period (the “Option Period”) to be

notified by the Committee to each grantee provided that the period within

which the option must be exercised shall be not less than three years and

not more than ten years from the date of grant of the option. However,

opt ions granted under the Share Opt ion Scheme pr ior to the

commencement of dealings in the Shares on the GEM will be exercisable

as to 30% of the option shares on or after the first anniversary of grant,

the next 30% on or after the second anniversary of grant, and the remaining

option shares on or after the third anniversary of the grant.

APPENDIX III STATUTORY AND GENERAL INFORMATION

235

(h) Assignment

An option may not be transferred or assigned by the grantee.

(i) Rights on cessation of employment by death

If the grantee of an option ceases to be an Eligible Employee by reason of

ill-health, injury, disability or death or on retirement, he or his personal

representative(s) (as the case may be) shall be entitled within a period of

three months from the date of cessation to exercise the option up to the

entitlement of the grantee as at the date of cessation (to the extent not

already exercised), falling which the option will lapse.

(j) Rights on cessation of employment by dismissal

If the grantee of an option ceases to be an Eligible Employee on the

grounds that he has been guilty of serious misconduct, or appears either

to be unable to pay or to have no reasonable prospect of being able to

pay his debts or has become insolvent or has made any arrangements or

composition with his creditors generally, or has been convicted of any

criminal offence involving his integrity or honesty, his option (to the extent

not already exercised) will lapse and not be exercisable on the date of

termination of his employment.

(k) Rights on resignation by the Eligible Employee

If the grantee of an option ceases to be an Eligible Employee by reason of

his resignation, his option (to the extent not already exercised) will lapse

and not be exercisable with effect from the date on which his resignation

is received by the Company.

(l) Rights on cessation of employment for other reasons

If the grantee of an option leaves the service of the Company or its

subsidiaries (as the case may be) for any other reason, his option may be

exercised on or before the date of such cessation, which date shall be the

last actual working day with the Company or the relevant subsidiary, whether

salary is paid in lieu of notice or not.

APPENDIX III STATUTORY AND GENERAL INFORMATION

236

(m) Effects of alterations to capital

In the event of an alteration in the capital structure of the Company,

whether by way of capitalisation of profits or reserves, rights issue,

consolidation, sub division, reduction of share capital or otherwise

howsoever in accordance with applicable laws, but excluding any alteration

in the capital structure of the Company as a result of an issue of Shares as

consideration in a transaction, whilst any option remains exercisable, such

corresponding alterations will be made to the number of Shares the subject

of the unexercised option or the subscription price, provided that no such

alteration shall be made so that a Share would be issued at less than its

nominal value or which would not give a grantee the same proportion of

the issued share capital of the Company as that to which he or she was

previously entitled. Any such alteration shall be certified by the auditors

for the time being of the Company as being fair and reasonable, and (save

where an adjustment arises by way of a capitalisation of profits or reserves)

as giving Eligible Employees the same proportion of equity capital as that

to which they were previously entitled and as not requiring any Share to

be issued following such adjustment at less than its nominal value as a

result thereof. No alteration shall be made if such alteration would result

in the aggregate amount payable on the exercise in full being increased.

(n) Rights on take-over

If a general offer by way of take-over is made to all the holders of Shares(or all such holders other than the offeror and/or any person controlled bythe offeror and/or any person acting in association or concert with theofferor) with the terms of the offer having been approved by the holders ofnot less than nine-tenths in value of the Shares comprised in the offerwithin four months from the date of the offer and the offeror thereaftergives a notice to acquire the remaining Shares, the grantee (or his or herpersonal representative(s)) may by notice in writing to the Company withinone month of such notice exercise the option (to the extent not alreadyexercised) to its full extent or to the extent specified in such notice.

(o) Rights on a compromise or arrangement

If a compromise or arrangement between the Company and its membersor creditors is proposed for the purposes of or in connection with ascheme for the reconstruction of the Company or its amalgamation withany other company or companies, the Company shall give notice to thegrantee on the same date as it dispatches to each member or creditor ofthe Company a notice summoning the meeting to consider such a

APPENDIX III STATUTORY AND GENERAL INFORMATION

237

compromise or arrangement, and thereupon the grantee (or his or herpersonal representative(s)) may exercise all or any of the Options at anytime before 12:00 noon on the business day immediately preceding to thedate of meeting directed to be convened by the Court for the purpose ofconsidering such compromise or arrangement. Upon such compromise orarrangement becoming effective, all options to the extent that they havenot been exercised thereupon shall lapse.

(p) Ranking of Shares

The Shares to be allotted upon the exercise of an option will be subject to

the Company’s Articles of Association for the time being in force and will

rank pari passu with the fully paid Shares in issue on the date of exercise

of the option and in particular will rank in full for all dividends or other

distributions declared paid or made on or after the date of exercise of the

option other than any dividend or other distribution previously declared or

recommended or resolved to be paid or made if the record date therefor

is before the date of exercise of the option.

Unless the context otherwise requires, references to “Shares” in the Share

Option Scheme include references to shares in the Company of any such

nominal amount as shall result from a sub-division or consolidation,

reclassification or reconstruction of the share capital of the Company from

time to time.

(q) Cancellation of Options granted

Any cancellation of options granted but not exercised must be approved

by shareholders of the Company in general meeting, with participants and

their associates abstaining from voting. Any vote taken at the meeting to

approve such cancellation must be taken by poll.

(r) Period of Share Option Scheme

The Share Option Scheme will remain valid for a period of 10 years

commencing on 3rd April , 2000, or unless terminated earlier by

shareholders’ resolution, after which period or resolution no further options

will be granted but the provisions of the Share Option Scheme shall in all

other respects remain in full force and effect and options which are granted

during the life of the Share Option Scheme may continue to be exercisable

in accordance with their terms of issue.

APPENDIX III STATUTORY AND GENERAL INFORMATION

238

(s) Alteration to Share Option Scheme

The Share Option Scheme may be altered in any respect by resolution of

the Committee except that the provisions of the scheme relating to matters

contained in Rule 23.03 of the GEM Listing Rules shall not be altered (i) to

extend the class of persons eligible for the grant of options or (ii) to the

advantage of grantees or prospective grantees except with the prior

approval of the shareholders of the Company in general meeting (with

participants and their associates abstaining from voting). No such alteration

shall operate to affect adversely the terms of issue of any option granted

or agreed to be granted prior to such alteration except with the consent

or sanction of such majority of the grantees as would be required of the

Company’s shareholders under the Company’s Articles of Association for

the time being for a variation of the rights attached to the Shares.

Any alteration to the terms and conditions of the Share Option Scheme,

which are of a material nature, must be approved by the Stock Exchange,

except where the alterations take effect automatically under the existing

terms of the Share Option Scheme.

(t) Conditions of the Share Option Scheme

The Share Option Scheme is conditional on the GEM Listing Committee of

the Stock Exchange granting approval of the Share Option Scheme and

any options which may be granted thereunder and on the listing of and

permission to deal in any Shares which may be issued pursuant to the

exercise of options granted under the Share Option Scheme. Application

has been made to the GEM Listing Committee of the Stock Exchange for

the approval of the Share Option Scheme, the granting of the options

under the Share Option Scheme and the listing of and permission to deal

in the Shares which may be issued pursuant to the exercise of the options

granted under the Share Option Scheme.

APPENDIX III STATUTORY AND GENERAL INFORMATION

239

(u) Options conditionally granted under the Share Option Scheme

As at the Latest Practicable Date, a total of 64,360,950 options have been

conditionally granted under the Share Option Scheme. Details of the options

granted under the Share Option Scheme are as follows:

Name andResidential address Number of Subscription

of Grantee Option Shares Price per Share

Executive Directors

Ilyas Tariq Khan 2,788,200 Offer Price

3G Old Peak Mansions

5 Old Peak Road

Hong Kong

Johnny Chan Kok Chung 14,405,700 Offer PriceApartment 7A64 MacDonnell RoadMid LevelsHong Kong

Robert John Richard Owen 464,700 Offer Price1 MacDonnell RoadMid LevelsHong Kong

Sub-total 17,658,600

APPENDIX III STATUTORY AND GENERAL INFORMATION

240

Name andResidential address Number of Subscriptionof Grantee Option Shares Price per Share

Full-time Employees

Jose Roy Hernandez Borromeo(1) 2,091,150 Offer PriceRoom 13082 MacDonnell RoadMid LevelsHong Kong

Yuda Udomritthiruj(1) 929,400 Offer PriceApt. 7A64 MacDonnell RoadMid LevelsHong Kong

Stephen Christopher Smith(1) 929,400 Offer PriceRoom 19072 MacDonnell RoadMid LevelsHong Kong

Kenyon Lee Kam Lun(1) 929,400 Offer Price8A, Tower I18 Bridges StreetGrandview GardenCentralHong Kong

Ali Jehangir Siddiqui(1) 929,400 Offer Price25B Scenic Rise46 Caine RoadMid-LevelsHong Kong

Patrick Yeung Chung Hang(1) 929,400 Offer Price

5 Hillview Garden

3th Floor

72 Hill Road

Hong Kong

APPENDIX III STATUTORY AND GENERAL INFORMATION

241

Name andResidential address Number of Subscriptionof Grantee Option Shares Price per Share

Vicki Yeon Sun Lim(1) 929,400 Offer PriceFlat 27-BTung Shing Terrace39 Bridges StreetMid-LevelsHong Kong

Raymond Chuk Ngai Man(1) 464,700 Offer PriceSuit A1207New World Apartments24 Salisbury RoadTsimshatsuiHong Kong

Ahmad Salam(1) 929,400 Offer Price4 Westpoint49 Putney HillSW156RUUnited Kingdom

Claudia Euna Ko(1) 929,400 Offer PriceRegal CourtFlat 22B12-18 Wing Fung StreetWanchaiHong Kong

Shahzad Ashfaq(1) 4,647,000 Offer PriceApartment 9BPO Gardens9 Brewin PathHong Kong

Lisa Mok Hai Mann(1) 2,555,850 Offer PriceFlat G, 26th FloorNan Shan MansionNo. 3 Taikoo Shing RoadTaikooHong Kong

Jonathan Aiman Hakim(1) 9,294,000 Offer Price232 DB PlazaDiscovery BayHong Kong

APPENDIX III STATUTORY AND GENERAL INFORMATION

242

Name andResidential address Number of Subscriptionof Grantee Option Shares Price per Share

Paul Chow Wan Hoi(1) 2,788,200 Offer Price17-B, Block 14Wonderland VillasWah King Hill RoadKowloonHong Kong

Christopher Birrell(1) 11,617,500 Offer Price2 MacDonnell RoadMid LevelsHong Kong

Winnie Sin Wing Hung(2) 2,323,500 Offer PriceFlat B3 11/FBlock B, Po Wing Building235-241 Yee Kuk StreetKowloonHong Kong

Annie Yiu(2) 232,350 Offer PriceRoom 1020, Lai Ming HouseWah Ming EstateFanling, New TerritoriesHong Kong

Sisie Wong(2) 232,350 Offer Price41/F, Flat G, Tower 6Tierra VerdeTsing YiHong Kong

Helen He(2) 1,858,800 Offer Price2 MacDonnell RoadMid LevelsHong Kong

Choi Fei Ying(2) 1,161,750 Offer PriceRoom 237, 1/FBlock 1Sha Tin Pass EstateKowloonHong Kong

Sub-total 46,702,350

Total 64,360,950

APPENDIX III STATUTORY AND GENERAL INFORMATION

243

Note 1: Senior Management

Note 2: Full-time employees

Note 3: All the options set out above are subject to the same vesting period as thePre-IPO Share Option Plan

D. ESTATE DUTY

Each of Robert John Richard Owen, Johnny Chan Kok Chung and Ilyas Tariq Khan

have, pursuant to a deed of indemnity referred to in the sub-section headed “Summary

of material contracts” under the section headed “Further information about the business”

in this Appendix, given indemnities on a joint and several basis in connection with any

liability for Hong Kong estate duty which might be payable by any member of the

Group by reason of any transfer of property (within the meaning of section 35 of the

Estate Duty Ordinance (Chapter 111 of the Laws of Hong Kong)) to any member of the

Group on or before the date on which the Share Offer becomes unconditional.

E. GENERAL

1. Litigation

TP (HK), through its legal advisers, has been engaged in correspondence since

September 1999 with legal advisers acting for Tech Pacific (Hong Kong) Limited

(Company No: 149001) and Tech Pacific Limited (Company No: 166099) (together

the “Tech Pacific Group”) regarding claims by the Tech Pacific Group concerning

the risk of potential confusion between the respective names. The Tech Pacific

Group have alleged passing off against TP (HK) which TP (HK) has refuted on the

basis that the Tech Pacific Group is involved in the distribution of computer

products which is unrelated to the business of the Group. Based on legal advice

obtained by the Company, the Directors do not believe that any such claim is

likely to succeed. The Directors confirm that the Group is not connected with

the Tech Pacific Group. An application was also made to the Registrar of

Companies by the Tech Pacific Group to direct TP (HK) to change its name but,

following representations on behalf of TP (HK), the Registrar determined not to

direct TP (HK) to change its name.

Save as disclosed above, no member of the Group is engaged in any litigation or

arbitration of material importance and no litigation, arbitration or claim of material

importance is known to the Directors to be pending or threatened by or against

any member of the Group.

APPENDIX III STATUTORY AND GENERAL INFORMATION

244

2. Sponsor

(a) The Sponsor has made an application on behalf of the Company to the

GEM Listing Committee of the Stock Exchange for listing of, and permission

to deal in, the Shares in issue and to be issued as mentioned herein and

any new Shares which may fall to be issued upon the exercise of options

granted under the Share Option Scheme and the Pre-IPO Share Option

Plan.

(b) The Sponsor will receive normal professional fees in connection with the

advisory services to be provided to the Company for a term covering the

remainder of the financial year ending 31st December, 2000 and the two

financial years thereafter.

(c) BNP Prime Peregrine Securities, an associate of BNP Prime Peregrine

Capital, being the Underwriter will receive underwriting commission

pursuant to the Underwriting Agreement.

(d) Yi Hua Assets Limited is interested in 16,380,675 Shares. Yi Hua Assets

Limited is beneficially owned as to 50% by the Sponsor and as to 50% by

Francis Leung Pak To (the Vice-Chairman and Managing Director of BNP

Prime Peregrine Limited (holding company of the Sponsor) who is a member

of the Advisory Board.

3. Preliminary expenses

The preliminary expenses of the Company are estimated to be approximately

US$20,000 and are payable by the Company.

4. Promoters

The promoters of the Company are Johnny Chan Kok Chung and Ilyas Tariq

Khan.

Save as disclosed in this prospectus, no cash, securities or other benefit has

been paid, allotted or given to the promoters in connection with the Share Offer

or the related transactions described in this prospectus since 24th February,

1999 (the date of incorporation of TP (HK)) up to the date immediately preceding

the date of this prospectus.

APPENDIX III STATUTORY AND GENERAL INFORMATION

245

5. Experts

(a) Qualifications of experts

The following are the qualifications of the experts who have given opinions

or advice which are contained in, or referred to in, this prospectus:

Name Qualification

BNP Prime Peregrine Capital Registered investment adviser

Limited

KPMG Certified public accountants

Grant Thornton Certified public accountants

Conyers Dill & Pearman, Cayman Islands, barristers and

Cayman attorneys

DTZ Debenham Tie Leung Chartered surveyors and

Limited independent valuers

(b) Consents of experts

Each of BNP Prime Peregrine Capital, KPMG, Grant Thornton, Conyers Dill

& Pearman, Cayman and DTZ Debenham Tie Leung Limited has given and

has not withdrawn its written consent to the issue of this prospectus with

the inclusion of its report and/or letter and/or the references to its name

included herein in the form and context in which they are respectively

included.

6. Binding effect

This prospectus shall have the effect, if an application is made in pursuancehereof, of rendering all persons concerned bound by all of the provisions (otherthan the penal provisions) of sections 44A and 44B of the Companies Ordinanceinsofar as applicable.

7. Miscellaneous

(a) Save as disclosed in this prospectus:

(i) since 24th February, 1999 (the date of incorporation of TP(HK)), upto the date of this prospectus, no share or loan capital of theCompany or any of its subsidiaries has been issued or agreed to beissued fully or partly paid either for cash or for a consideration otherthan cash;

APPENDIX III STATUTORY AND GENERAL INFORMATION

246

(ii) no share or loan capital of the Company or any of its subsidiaries isunder option or is agreed conditionally or unconditionally to be putunder option;

(iii) no founders or management or deferred shares of the Company orany of its subsidiaries have been issued or agreed to be issued; and

(iv) within the two years preceding the date of this prospectus, nocommissions, discounts, brokerages or other special terms have beengranted in connection with the issue or sale of any share or loancapital of the Company or any of its subsidiaries.

(b) Save as disclosed in this prospectus, none of BNP Prime Peregrine Capital,KPMG, Grant Thornton, Conyers Dill & Pearman, Cayman or DTZ DebenhamTie Leung Limited:

(i) is interested beneficially or non-beneficially in any shares in anymember of the Group; or

(ii) has any right or option (whether legally enforceable or not) tosubscribe for or to nominate persons to subscribe for any shares inany member of the Group.

(c) The Directors confirm that :

(i) s ince 31st December, 1999 (being the date to which theAccountants’ Report of the Group was made up), there has been nomaterial adverse change in the financial or trading position orprospects of the Group; and

(ii) there has not been any interruption in the business of the Groupwhich may have or have had a material adverse effect on the financialposition of the Group in the twelve months preceding the date ofthis prospectus.

APPENDIX IV DOCUMENTS DELIVERED TO THE COMPANIESREGISTRY IN HONG KONG AND DOCUMENTS

AVAILABLE FOR INSPECTION

247

1. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES

The documents attached to the copy of this prospectus delivered to the Registrar of

Companies in Hong Kong for registration were copies of the WHITE and YELLOWapplication forms, the written consents referred to in the section headed “Experts” in

Appendix III to this prospectus, copies of the material contracts referred to in the

section headed “Summary of material contracts” in Appendix III to this prospectus, and

the statement of adjustments made by KPMG and Grant Thornton in arriving at the

figures set out in the accountants’ report in Appendix I to this prospectus.

2. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the office of

Stephenson Harwood & Lo at 18th Floor, Edinburgh Tower, The Landmark, 15 Queen’s

Road Central, Hong Kong during normal business hours up to and including 24th April,

2000:

(a) the memorandum and articles of association of techpacific.com;

(b) the accountants’ report prepared by KPMG and Grant Thornton, the text of which

is set out in Appendix I to this prospectus, and the related statement of

adjustments;

(c) the audited financial statements which have been prepared for TP (HK) and its

subsidiaries for the period from 24th February, 1999 to 31st December, 1999;

(d) the letter, summary of valuation and valuation certificate relating to the property

interests of the Group prepared by DTZ Debenham Tie Leung Limited;

(e) the letter of advice prepared by Conyers Dill & Pearman, Cayman referred to in

the section headed “General” in Appendix II to this prospectus summarising

certain aspects of the Cayman Islands company law;

(f) the Companies Law;

(g) the material contracts referred to in the section headed “Summary of material

contracts” in Appendix III to this prospectus;

(h) the written consents referred to in the section headed “Consents of experts” in

Appendix III to this prospectus;

APPENDIX IV DOCUMENTS DELIVERED TO THE COMPANIESREGISTRY IN HONG KONG AND DOCUMENTS

AVAILABLE FOR INSPECTION

248

(i) the service contracts referred to in the section headed “Particulars of service

contracts” in Appendix III to this prospectus;

(j) the form of option agreement used under the Pre-IPO Share Option Plan; and

(k) the rules of the Share Option Scheme.

249

DEFINITIONS

249

“Advisory Board” the Advisory Board of the Company comprising of John

Gerard Cantillon, Henry Cornell, David Kim, Francis

Leung Pak To, Gary Edward Rieschel, Wong Kok Siew,

David Michael Williams and described under the section

headed “Directors, Senior Management and Staff”

“Articles of Association” the articles of association of the Company

“Associates” has the meaning ascribed to it in the GEM Listing Rules

“BigSave” BigSave.com Limited, an electronic commerce retailer

incorporated in the Isle of Man

“BNP Prime Peregrine” BNP Prime Peregrine Capital or BNP Prime Peregrine

Securities, as the context so requires

“BNP Prime Peregrine Capital” BNP Pr ime Peregr ine Cap i ta l L imi ted ac t ing

or “Sponsor” as the Sponsor of the Share Offer, an investment adviser

registered under the Securities Ordinance

“BNP Prime Peregrine Securities” B N P P r i m e P e r e g r i n e S e c u r i t i e s L i m i t e d

or “Lead Manager” acting as the Lead Manager of the Share Offer, a

securities dealer registered under the Securities

Ordinance

“Board” the board of Directors of techpacific.com

“Brierley” Brierley Investments Limited, a company incorporated

in New Zealand whose principal activity is investment

holding

“BVI” the British Virgin Islands

“CCASS” The Central Clearing and Settlement System established

and operated by Hongkong Clearing

“CCASS Broker Participant” a person admitted to participate in CCASS as a broker

participant

“CCASS Custodian Participant” a person admitted to participate in CCASS as a custodian

participant

DEFINITIONS

250

“CCASS Investor Participant” a person admitted to participate in CCASS as an investor

participant who may be an individual or joint individuals

or a corporation

“CCASS Participant” a CCASS Broker Participant or a CCASS Custodian

Participant or a CCASS Investor Participant

“Companies Law” the Companies Law (1998 Revision) of the Cayman

Islands

“Companies Ordinance” the Companies Ordinance, Chapter 32 of the Laws of

Hong Kong (as amended)

“Company” or “techpacific.com” techpacific.com Limited, a company incorporated on 21st

February, 2000 in the Cayman Islands with limited liability

or, where the context requires, TP (HK) or the Group

“Corporate Reorganisation” the corporate reorganisation of the Group, details of

which are set out in Appendix III to this prospectus

“Dell Ventures” Dell USA L.P., a limited partnership which is associated

with Dell Computer Corporation, and which is responsible

for technology investment

“Director(s)” the directors of techpacific.com

“Draper Fisher Jurvetson” Draper Fisher Jurvetson ePlanet Ventures which is a

venture capital partnership based in Silicon Valley, USA

“Fidelity International” Fidelity International Limited, a company incorporated

in Bermuda with limited liability which is involved in

fund management

“Fidelity Investors” Fidelity Investors II Limited Partnership, a partnership

formed in Massachusetts, USA which is involved in fund

management

“Fidelity Group” Fidelity Investors and Fidelity International Limited

“GE Capital” GE Capital Equity Investments Limited, a company

incorporated in the Cayman Islands whose principal

activity is investment holding

251

DEFINITIONS

251

“GEM” The Growth Enterprise Market of the Stock Exchange

“GEM Listing Rules” The Rules Governing the Listing of Securities on GEM

“Group” the Company and its subsidiaries

“HKSCC Nominees” HKSCC Nominees Limited

“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the

PRC

“Hongkong Clearing” Hong Kong Securities Clearing Company Limited

“Independent Third Party” a person who is independent of any chief executive,

director, management shareholder or substantial

shareholder of techpacific.com or their respective

associates

“IPO” initial public offering

“KOSDAQ” Korean Securities Dealers Automated Quotation in Korea

“Latest Practicable Date” 31st March, 2000, being the latest practicable date prior

to the printing of this prospectus for ascertaining certain

information contained herein

“Maximum Offer Price” the maximum Offer Price, being HK$1.68 per Share

“Mentors” a group of technology companies, sophisticated

corporate and institutional investors and high net worth

individuals selected by techpacific.com

“NASDAQ” National Securities Dealers Automated Quotation in the

USA

“NAV” net asset value

“Nirvana” the password protected zone on techpacific.com’swebsite where companies that have been approved bytechpacific.com in the M3 programme are listed andcan be reviewed by Mentors

DEFINITIONS

252

“Nirvana Fund” Nirvana Capital Limited, a closed-end investmentcompany incorporated in the Cayman Islands with limitedliabi l i ty which invests in early-stage technologycompanies in the Asia Pacific region and which ismanaged by TP.comVC. The Group presently holds a2.0% interest in the Nirvana Fund. There are over 100investors in the Nirvana Fund, al l of whom areindependent of the Company (save for Jim Mellon’sdirect and corporate shareholdings through RegentPacific Group, John Wadsworth, Henry Tsang Yuk Wong,David Kim, Graham Ormerod, Ng Sheng Kuan, ShahzadAshfaq, Ahmad Salam, Max Carrol Chapman Jr.’s familyinterests, Christopher Roshier and Rebecca Woo whoare shareholders of the Company and who, in aggregate,have a shareholding in techpacific.com of about 7.99%upon listing of the Company)

“NPCL” Nirvana Pacific Capital Limited, a company incorporatedin the Cayman Islands which is 100% owned bytechpacific.com and which co-invests in parallel withthe Nirvana Fund

“Offer Price” the price (not exceeding HK$1.68) per Share at whichShares shall be offered under the Share Offer as fixedby agreement between BNP Prime Peregrine Securitiesand techpacific.com

“Offer Shares” the Placing Shares and the Public Offer Shares

“Over-allotment Option” the option granted by techpacific.com to the PlacingUnderwriters, exercisable by BNP Prime PeregrineSecurities (on behalf of the Underwriters) pursuant tothe Underwriting Agreement to require techpacific.comto issue an aggregate of up to 45,000,000 new Sharesat the Offer Price to cover over-allocations in the Placing

“Placing” the conditional placing of the Placing Shares at the OfferPrice, as further described in the section headed“Structure of the Offer” in this prospectus

“Placing Shares” the 270,000,000 new Shares being offered pursuant to

the Placing (subject to adjustment as described in the

section headed “Structure of the Offer” in this

prospectus)

253

DEFINITIONS

253

“Placing Underwriters” BNP Prime Peregrine Securities, Nomura International

(Hong Kong) Limited, Goldman Sachs (Asia) L.L.C., HSBC

Investment Bank Asia Limited

“PRC” or “China” the People’s Republic of China, which, for the purposes

of this prospectus, excludes Hong Kong, Macau and

Taiwan

“Pre-IPO Share Option Plan” the share option plan which was originally adopted by

TP (HK) on 2nd July, 1999 and which has been novated

to techpacific.com, the principal terms of which are

summarised in the paragraph headed “Share Options”

in Appendix III to the prospectus

“Price Determination Agreement” the agreement to be en te red in to be tween

techpacific.com and BNP Prime Peregrine, on behalf of

the Underwriters, before the Price Determination Time

(or before any time to which the Price Determination

Time is postponed) to record the Offer Price as mutually

agreed between techpacif ic.com and BNP Prime

Peregrine Securities (on behalf of the Underwriters)

“Price Determination Time” 5p.m. on 7th April, 2000, before which the Offer Price

will be fixed for the purposes of the Share Offer

“Public Offer” the offer of the Public Offer Shares at the Offer Price for

subscription by the public, on and subject to the terms

and condit ions stated herein and in the related

Application Forms

“Public Offer Shares” the 30,000,000 new Shares (subject to reallocation as

described in the section headed “Structure of the Share

Offer”) initially being offered by techpacific.com for

subscription under the Public Offer

“Public Offer Underwriters” BNP Prime Peregrine Securities, HSBC Investment Bank

Asia Limited, Shenyin Wanguo Capital (H.K.) Limited, Tai

Fook Securities Company Limited

“Quantum” Quantum Emerging Growth Partners C.V., an investment

fund

DEFINITIONS

254

“Regent Pacific Group” Regent Pacific Group Limited, a company incorporated

is the Cayman Islands, the shares of which are listed on

the Stock Exchange and which is engaged in international

fund management and direct investment

“SDI Ordinance” the Securities (Disclosure of Interests) Ordinance,

Chapter 396 of the Laws of Hong Kong (as amended)

“Securities Ordinance” the Securities Ordinance, Chapter 333 of the Laws of

Hong Kong (as amended)

“SFC” the Securities and Futures Commission of Hong Kong

“Share Offer” the Public Offer and the Placing

“Share Option Scheme” the share option scheme conditionally approved and

adopted by techpacific.com on 3rd April, 2000, the

principal terms of which are summarised in the

paragraph headed “Share Options” in Appendix III to

this prospectus

“Share(s)” share(s) of US$0.001 each in the capital of the Company

“Softbank” Softbank Corp., a company incorporated in Japan, whose

shares are listed on the Tokyo Stock Exchange, and

which is engaged in a range of Internet-related

investment activities

“Softbank Funds” either or both of Softbank Internet Fund Limited and

SOFTVEN NO.2 Investment Enterprise Partnership (as

the case may be), both of which are managed by a

subsidiary of Softbank

“Softech” Softech Investment Management Company Limited, a

company incorporated in Hong Kong which is 50%

owned by the Company

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Takeover Code” The Hong Kong Code on Takeovers and Mergers as

amended from time to time

255

DEFINITIONS

255

“tekbanc” tekbanc.com Limited, a company incorporated in the

British Virgin Islands which is wholly-owned by the Kuwait

Fund for Arab Economic Development (a development

finance agency owned by the government of Kuwait)

“Toolbox” a range of value-added serv ices provided to

techpacific.com’s investee companies described on

pages 56 to 58 of this prospectus

“TP (HK)” TechPacific.com Limited (in the course of changing its

name to techpacific.com Company Limited), a company

incorporated on 24th February, 1999 in Hong Kong

with limited liability which, following the Corporate

Reorganisation, became an indirect 99.9% subsidiary of

techpacific.com

“TP.comVC” or techpac i f i c . com Ven tu re Cap i t a l L im i ted , a

“Investment Manager” company incorporated in the British Virgin Islands on

25th November, 1999 with limited liability and which is

75.1% owned by the Group

“Underwriters” the Publ ic Offer Underwri ters and the Placing

Underwriters

“Underwriting Agreement” the underwriting agreement dated 3rd April, 2000

between, inter alia, techpacific.com and the Underwriters

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

“USA” the United States of America

“US$” United States dollars, the lawful currency of the United

States

Unless otherwise specified in this prospectus, amounts denominated in US$ have been translated,

for the purpose of illustration only, into Hong Kong dollars as follows:

HK$7.75 = US$1.00

No representation is made that any amounts in US$ or HK$ could have been or could be converted

at the above rate or at any other rates or at all.