All trust receipt loans were secured by bank deposits and all finance lease payables were secured by the lessor’s title to the leased assets and corporate guarantee executed by a subsidiary of the Company. Group") prior to the printing of this prospectus, the Group had outstanding indebtedness of US$18,981,089, comprising bank loans of US$5,782,216, other loans of US$435,733, trust receipt loans of US$10,594,364 and finance lease payables of US$2,168,776. 深圳市福田區科學技術局), an Independent Third Party, which is a government organisation of Fu Tian District, Shenzhen Municipal and was guaranteed by Shen Zhen High Tech Investment & Guaranty Co., Ltd. (深圳市高新技術投資擔保有限公司), an independent third party. The loan was counter-guaranteed by a subsidiary of the Company. The legal adviser of the Company in the PRC laws considers that the above loan agreement is in compliance with laws and regulations, and is legal and valid under the PRC.

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

Based on the unaudited combined management accounts of the Group as at 31 December 2009, the net current assets of the Group increased from approximately US$45.32 million as at 30 September 2009 to approximately US$47.35 million, comprising current assets of approximately US$80.10 million and current liabilities of approximately US$32.75 million. The current assets of the Group increased from approximately US$68.20 million as at 30 September 2009 to approximately US$80.10 million as at 31 December 2009, mainly comprising inventories, trade and other receivables and bank and cash balances. The current liabilities of the Group increased from approximately US$22.88 million as at 30 September 2009 to approximately US$32.75 million as at 31 December 2009, mainly comprising trade and bills payables, accruals and other payables and trust receipt loans. The increase in the net current assets of approximately US$2.03 million was mainly due to the accumulation of assets generated from the Group’s profitable operations during the period from 1 October 2009 to 31 December 2009.

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APPENDIX B

REGISTRATION

The principal register of members is maintained in Bermuda by Coden Services Limited. The Company has established a branch register of members in Hong Kong which is maintained by Tricor Investor Services Limited (the "

The transfer agent for members of the Company in Singapore is Tricor Barbinder Share Registration Services (the "Hong Kong branch registrar") whose address is 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Singapore transfer agent") whose address is #11-00, PWC Building, 8 Cross Street, Singapore 048424. Certificates in respect of the Shares registered on the Hong Kong branch register of members will, as far as practicable, and unless otherwise requested, be issued in board lots of 2,000 Shares. The Bermuda principal registrar will keep in Bermuda duplicates of the Hong Kong branch registers, which will be updated from time to time.

Certificates

Only certificates for Shares issued by the Hong Kong branch registrar will be valid for delivery in respect of dealings effected on the SEHK. Certificates for Shares issued by the Bermuda principal registrar will be valid for delivery in respect of dealing effected on the SGX-ST.

DEALINGS

Dealings in Shares on the SEHK and SGX-ST will be conducted in Hong Kong dollars and Singapore dollars respectively. The Shares are traded on SGX-ST in board lots of 1,000 Shares each.

The transaction costs of dealings in the Shares on the SEHK include a SEHK trading fee of 0.005%, an SFC transaction levy of 0.004%, a transfer deed stamp duty of HK$5.00 per transfer deed and ad valorem stamp duty on both the buyer and the seller charged at the rate of 0.1% each of the consideration or, if higher, the fair value of the Shares transferred. The brokerage commission in respect of trades of Shares on the SEHK is freely negotiable.

The brokerage commission in respect of trades of Shares on the SGX-ST is freely negotiable.

A clearing fee in Singapore is payable at the rate of 0.04% of the transaction value, subject to a maximum of S$600 per transaction. The clearing fee subject to goods and services tax in Singapore (currently at 7.0%).

Settlement of dealings in Singapore

Shares listed and traded on the SGX-ST are trading under the book-entry settlement system of the CDP and all dealings in and transactions of Shares through the SGX-ST are effected in accordance with the terms and conditions for the operation of securities accounts with the CDP, as amended from

time to time.

The CDP, a wholly-owned subsidiary of the Singapore Exchange Limited, is incorporated under the laws of Singapore and acts as a depository and clearing organisation. The CDP holds securities for its accountholders and facilitates the clearance and settlement of securities transactions between accountholders through electronic book-entry changes in the securities accounts maintained by such

accountholders with the CDP.

Shares will be registered in the name of the CDP or its nominees and held by the CDP for and on behalf of persons who maintain, either directly or through depository agents, securities accounts with the CDP. Bermuda Companies Act and the Bye-laws of the Company only recognise the registered owners or holders of the Shares as members. CDP depositors and depository agents on whose behalf CDP holds Shares, may not be accorded the full rights of membership, such as voting rights, the right to appoint proxies, or the right to receive Shareholders’ circulars, proxy forms, annual reports, prospectuses and take over documents. CDP depositors and depository agents will be accorded only such rights as CDP may make available to them pursuant to CDP’s terms and conditions to act as depository for foreign securities.

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Persons holding Shares in a securities account with the CDP may withdraw the number of Shares they own from the book-entry settlement system in the form of physical share certificates. Such share

certificates will not, however, be valid for delivery pursuant to trades transacted on the SGX-ST, although they will be prima facie evidence of title and may be transferred in accordance with the Bye-laws of the Company. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for each withdrawal of more than 1,000 Shares will be payable upon withdrawing our Shares from the book-entry settlement system and obtaining physical share certificates. In addition, a fee of S$2.00 (or such other amounts as the Directors may decide) will be payable to share registrar for each share certificate issued, and stamp duty of S$10.00 is also payable where Shares are withdrawn in the name of the person withdrawing Shares, or S$0.20 per S$100.00 or part thereof of the last-transacted price where Shares are withdrawn in the name of a third party. Persons holding physical share certificates who wish to trade on the SGX-ST must deposit with the CDP their share certificates together with the duly executed and stamped instruments of transfer in favour of the CDP, and have their respective securities accounts credited with the number of Shares deposited before they can effect the desired trades. A fee of S$10.00 is payable upon the deposit of each instrument of transfer with the CDP.

Transactions in Shares under the book-entry settlement system will be reflected by the seller’s securities account being debited with the number of Shares sold and the buyer’s securities account being credited with the number of Shares acquired. No transfer stamp duty is currently payable for the transfer of the Shares that are settled on a book-entry basis.

A Singapore clearing fee for trades in Shares on the SGX-ST is payable at the rate of 0.04% of the transaction value, subject to a maximum of S$600.00 per transaction. The clearing fee, instrument of transfer deposit fees and share withdrawal fee are subject to Singapore goods and services tax of 7.0%.

Dealings in the Shares will be carried out in Singapore Dollars and will be effected for settlement in the CDP on a scripless basis. Settlement of trades on a normal "ready" basis on the SGX-ST generally takes place on the third market day following the transaction date, and payment for the securities is generally settled on the following day. The CDP holds securities on behalf of investors in securities accounts. An investor may open a direct securities account with the CDP or a securities sub-account with a depository agent. A depository agent may be a member company of the SGX-ST, bank, merchant bank or trust company.

Settlement of dealings in Hong Kong

Investors in Hong Kong must settle their trades executed on the SEHK through their brokers directly or through custodians. For an investor in Hong Kong who has deposited his Shares in his stock account or in his designated CCASS participant’s stock account maintained with CCASS, settlement will be effected in CCASS in accordance with the CCASS Rules in effect from time to time. For an investor who holds the physical certificates, settlement certificates and the duly executed transfer forms must be delivered to his broker by the settlement date.

An investor may arrange with his broker on a settlement date in respect of his trades executed on the SEHK. Under the HK Listing Rules and the CCASS rules, the date of settlement must not be later than the second day following the trade date on which the settlement services of CCASS are open for use by CCASS participants (T+2). For trades settled under CCASS, the CCASS rules provide that the defaulting broker may be compelled to compulsorily buy-in by HKSCC the day after the date of settlement (T+3), or if it is not practicable to do so on T+3, at any time thereafter. HKSCC may also impose fines from T+2 onwards.

The CCASS stock settlement fee payable by each counterparty to a SEHK trade is currently 0.002% of the gross transaction value subject to a minimum fee of HK$2 and a maximum fee of HK$100 per trade.

Foreign Exchange Risk

Investors in Singapore who trade in the Shares on the SGX-ST should note that their trades will be effected in Singapore dollars. Investors in Hong Kong who trade in the Shares on the SEHK should note that their trades will be effected in Hong Kong dollars. Accordingly, investors should be aware of the foreign exchange risks associated with such trading.

Transfer of Shares

All duties, fees and expenses specified herein are subject to changes from time to time.

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From SGX-ST to SEHK

Currently, all the Shares are registered on the principal register of members in Bermuda. For purposes of trading on the SEHK, the Shares must be registered on the branch register of members in Hong Kong. Shares may be transferred between the principal register of members in Bermuda and the branch register of members in Hong Kong. An investor who wishes to trade on the SGX-ST must have his Shares registered on the principal register of members in Bermuda and an investor who wishes to trade on the SEHK must have his Shares registered on the branch register of members in Hong Kong by removing them from the principal register of members in Bermuda to the branch register of members in Hong Kong. A resolution has been passed by the Directors authorising the removal of Shares between the principal register of members in Bermuda and the branch register of members in Hong Kong as may from time to time be requested by the members of the Company.

If an investor whose Shares are traded on the SGX-ST wishes to trade his Shares on the SEHK, he must effect a removal of Shares from the principal register of members in Bermuda to the branch register of members in Hong Kong.

A removal of the Shares from the principal register of members in Bermuda to the Hong Kong branch register of members involves the following procedures: