60287 Tai Zi Admission.qxp

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or the action that you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 (as amended) (“FSMA”) who specialises in advising on the acquisition of shares and other securities. An investment in the Company involves a significant degree of risk and may not be suitable for all recipients of this document. Potential investors should read the whole of this document and consider carefully the Risk Factors which are set out in Part III of this document.

This document, which comprises an AIM admission document drawn up in accordance with the AIM Rules for Companies, has been issued in connection with the proposed admission of the Issued Ordinary Shares of the Company to trading on AIM. This document does not contain an offer or constitute any part of an offer to the public within the meaning of section 85 of FSMA or otherwise. This document is not an approved prospectus for the purposes of the said section 85 of FSMA and a copy of it has not been, and will not be, delivered to the UK Listing Authority (“UKLA”) in accordance with the Prospectus Rules or delivered to or approved by any other authority which could be a competent authority for the purposes of the Prospectus Directive.

The Company and its Directors, whose names appear on page 6 of this document, accept responsibility including individual and collective responsibility for the information contained in this document and for compliance with the AIM Rules for Companies. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

Application will be made to the London Stock Exchange Plc (“LSE“) for the Issued Ordinary Shares to be admitted to trading on AIM. The Ordinary Shares are not dealt in on any other recognised investment exchange and it is emphasized that no application is being made for admission of the Ordinary Shares to the Official List or to trading on the LSE’s market for listed securities. The Ordinary Shares are not dealt in on any regulated market and, save for the application to AIM, no application has or is intended to be made for such shares to be admitted to trading on any such market. It is expected that admission to trading on AIM (“Admission”) will become effective and that unconditional dealings in Ordinary Shares will commence on AIM on 1 July 2008.

The Rules of AIM are less demanding than those of the Official List of the UKLA (“Official List”). AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the official list of the UKLA. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.

Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the LSE on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The LSE has not itself examined or approved the contents of this document.

TAI ZI CAPITAL LTD

(Incorporated and registered in the Cayman Islands with company number TR 199887)

ADMISSION TO TRADING ON AIM

of 6,000,000 new Ordinary Shares of US$1 each at US$1 per share

Nominated Adviser and Broker

Zimmerman Adams International Limited

All of the Ordinary Shares will, upon Admission, rank equally in all respects, including the right to receive all dividends or other distributions thereafter declared, made or paid.

Zimmerman Adams International Limited (“ZAI”), which is authorised and regulated in the United Kingdom by the Financial Services Authority (“FSA”), is acting as nominated adviser and broker to the Company and is not acting for any other person in connection with the Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of ZAI or for providing advice in relation to the Admission. ZAI’s responsibilities as the nominated adviser and broker under the AIM Rules are owed solely to the LSE and are not owed to the Company or to any Director or to any other person. ZAI has not authorised the contents of, or any part of, this document and without limiting the statutory rights of any person to whom this document is issued, no representation or warranty, express or implied, is made by ZAI in respect of and no liability whatsoever is accepted by ZAI for the accuracy of any information or opinions contained in this document or for the omission of any information from this document, for which the Company and the Directors are solely responsible.

The Company is incorporated in the Cayman Islands and is managed and controlled outside the United Kingdom. Accordingly, the provisions of the City Code and protections it may afford to shareholders and any ability to discuss matters relating to the Company with the Panel are not applicable or available.

As at the date of this document and as at Admission, the Company will have in issue 6,000,000 Ordinary Shares. The Company has as at the date of this document and will have as at Admission an unissued share capital of 44,000,000 Ordinary Shares. The Company is able to issue from time to time, under Cayman Islands law and under its constitutional documents, all of these unissued Ordinary Shares without recourse to Shareholders, which would be dilutive of the interests of Shareholders. The Directors have no current intention however to issue any such additional Ordinary Shares.

The distribution of this document outside the United Kingdom (“UK”) may be restricted by law and therefore any persons outside the UK into whose possession this document comes should inform themselves about and observe any such restrictions as to the Admission. Any failure to comply with such restrictions may constitute a violation of the securities laws of any jurisdiction outside of the UK. The Ordinary Shares have not been nor will they be registered under the United States of America (“US”) Securities Act of 1933 (as amended) (“the US Securities Act”) or under the securities legislation of any state of the US. Accordingly, the Ordinary Shares may not be offered, sold or delivered directly or indirectly into the US or to or for the account or benefit of any US Person (as that term is defined in Regulation S promulgated under the US Securities Act) unless the Shares are registered under the US Securities Act or an exemption from the registration requirements of the Securities Act is available. Hedging transactions involving the Ordinary Shares may not be conducted unless in compliance with the US Securities Act. The Ordinary Shares have not been nor will they be registered under the securities legislation of any province or territory of Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction. Accordingly, the Ordinary Shares (subject to certain exceptions) may not be offered, sold or subscribed for directly or indirectly in or into Australia, Canada, Japan, the Republic of South Africa, or to any national, citizen or resident of Australia, Canada, Japan, the Republic of South Africa or in any country, territory or possession where to do so may contravene local securities laws or regulations.

CONTENTS

	Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	3
ADMISSION STATISTICS	3
EXCHANGE RATES	3
DIRECTORS, SECRETARY AND ADVISERS	4
DEFINITIONS	5
PART I KEY INFORMATION *	8
PART II INFORMATION ON THE COMPANY	9
PART III RISK FACTORS	16
PART lV FINANCIAL INFORMATION ON TAI ZI CAPITAL LTD	22
PART V ADDITIONAL INFORMATION	27

* NB: This is information in summary form extracted from the full document; the whole of this document ought to be read.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Admission document publication date 25 June 2008

Admission effective and commencement of dealings in the Issued Ordinary Shares on AIM 1 July 2008

Expected date for CREST accounts to be credited with Depositary Interests (where applicable) 1 July 2008

All future dates referred to in this Admission Document are subject to change at the discretion of the Company and Zimmerman

Adams International Limited. All times are UK times (BST) unless otherwise specified.

ADMISSION STATISTICS

Number of Ordinary Shares in issue on Admission 6,000,000

Market capitalisation on Admission at the Admission Price US$6,000,000

TIDM code TAZ ISIN number KYG866291050

EXCHANGE RATES

The following illustrative exchange rates are used in and shall apply in this Admission Document:

TWD: £ 1 : 0.167

TWD: US$ 1 : 0.033

£: US$ 1 : 973

All references to US$ are to US Dollars; to TWD are to Taiwan New Dollars; and to £ are to UK Pounds Sterling. The rates above were obtained from the Financial Times and taken on 25 June 2008 being the latest practicable date prior to the expected date of Admission.

DIRECTORS, SECRETARY AND ADVISERS TO THE COMPANY

Directors Jen-Ching Chen, Executive Chairman Lawrence Man Kwan Ng, Executive Director David Thomas, Non-Executive Director

Company Secretary Lawrence Man Kwan Ng

Trading Address Room 2204, 22nd Floor

Convention Plaza Office Tower

1 Harbour Road

Wanchai

Hong Kong

Registered Office One Capital Place, 4th Floor

George Town

Grand Cayman KYI-1103

Cayman Islands

Website www.taizicapital.com

Nominated Adviser and Broker Zimmerman Adams International Limited

12 Camomile Street London EC3A 7PT United Kingdom

Hong Kong and UK Co-ordinator FTW & Partners CPA Limited

Room 1001-1003, 10/F

Manulife Provident Funds Place

345 Nathan Road

Kowloon

Hong Kong

Reporting Accountants Baker Tilly Corporate Finance LLP Hartwell House, 55 – 61 Victoria Street Bristol BS1 6AD

United Kingdom

Auditors Baker Tilly Hong Kong Limited

12th Floor, China Merchants Tower,

Shun Tak Centre, 168-200 Connaught Road, Hong Kong

Solicitors to the Company Marriott Harrison

as to English Law Staple Court, 11 Staple Inn Buildings

London WC1V 7QH United Kingdom

Legal Adviser to the Company Appleby

as to Cayman Islands Law Clifton House, 75 Fort Street

PO Box 190

George Town

Grand Cayman KY1-110

Cayman Islands

Legal Adviser to the Nominated Cobbetts LLP Adviser and Broker 70 Gray’s Inn Road

London WC1X 8BT United Kingdom

Registrar Computershare Investor Services (Cayman Islands) Limited

One Capital Place

PO Box 897

George Town Grand Cayman Cayman Islands

Depositary Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol BS99 6ZY

United Kingdom

DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires:

‘’Act’’ Means the Companies Act 2006

“Admission” the admission of the Issued Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies

“Admission Price” US$1 per Ordinary Share

“AIM” the AIM market operated by London Stock Exchange plc

“AIM company” a company whose securities, or a class of securities, are admitted to trading on AIM

“AIM Rules for Companies” the rules published by London Stock Exchange governing admission to and the operation of AIM, as amended from time to time

“AIM Rules for Nominated Advisers” the rules published by London Stock Exchange governing the eligibility, ongoing obligations and certain disciplinary matters in relation to nominated advisers, as amended from time to time

“Articles” the articles of association of the Company

“Board” the board of Directors of the Company

“Business day” a day on which the London Stock Exchange is open for business “Certificate of Incorporation” the certificate of incorporation of the Company in the Cayman Islands “certificated” or paper form, not in electronic form (that is, not in CREST)

^{“in certificated form”}

“China” or “PRC” the People’s Republic of China

“City Code” the City Code on Takeovers and Mergers issued in the United Kingdom by the Panel on Takeovers and Mergers

“Combined Code” the Principles of Good Governance and the Combined Code on Corporate

Governance, published in June 2006 by the Financial Reporting Council

“Companies Law” The Companies Law of the Cayman Islands and all subordinate legislation and regulations thereunder

“Company” or “Tai Zi” Tai Zi Capital Ltd, a company incorporated in the Cayman Islands under registered number TR199887

“CREST” the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations) used to facilitate the transfer of title to shares in uncertificated form, enabling title to securities to be evidenced and transferred without a written instrument

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 no. 3755), as amended

“Deed Poll” the deed poll established by the Company in connection with the Depositary Interests, the principal terms of which are summarised in paragraph 10 of Part V of this document

“Depositary” Computershare Investor Services PLC acting in its capacity as depositary pursuant to the terms of the agreement for the provision of depositary services entered into between the Company and Computershare

“Depositary Interests” or “DIs” a dematerialised depositary interest representing an entitlement to Ordinary Shares which may be traded through CREST in dematerialised form

“Directors” or “Board” the directors of the Company, whose names are listed on page 4 of this document

“EU” the European Union

“Financial Services Authority” the Financial Services Authority in the United Kingdom or “FSA”

“FSMA” the Financial Services and Markets Act 2000 of the UK, as amended, including any regulations made pursuant thereto

“IFRS” International Financial Reporting Standards as adopted in the EU “Issued Ordinary Shares” the Ordinary Shares in issue immediately prior to the date of Admission “Listing Rules” the Listing Rules of the UK Listing Authority

“Lock-in Agreements” the conditional agreements not to dispose of interests in Ordinary Shares save in certain circumstances dated June 2008 and described in paragraph

9.1.3. of Part V of this document

“London Stock Exchange” or “LSE” London Stock Exchange plc

“Main Market” the LSE’s market for larger and more established companies

“mainland China” the PRC

“Official List” the official list of the UK Listing Authority

“Ordinary Shares” or “Shares” ordinary shares of US$1 each in the share capital of the Company

“Panel” the Panel on Takeovers and Mergers in the United Kingdom

“Prince Asset” Prince Asset Management Co., Ltd, a company incorporated in Hong Kong and the founder shareholder of the Company

“Prince Housing” Prince Housing and Development Corp., a company incorporated in

Taiwan and the parent company of Prince Asset

“Prince Housing Group” Prince Housing and its subsidiaries

“Prospectus Directive” directive EC/809/2004 of the European Parliament and Council

“Prospectus Rules” the rules published by FSA governing the publication of a prospectus, as derived from the Prospectus Directive

“Quoted Company Alliance corporate governance guidelines for AIM companies issued by the Quoted

Guidelines” or “QCA Guidelines” Companies Alliance

“Regulatory Information Service” a regulatory information service that is on the approved list of service providers maintained by the FSA

“Related Financial Product” any financial product whose value or part thereof is determined directly or indirectly by reference to the price of AIM securities or securities being admitted to trading on AIM, including a contract for difference or a fixed odds bet

“Renminbi” Chinese Renminbi, the official currency of the Peoples’ Republic of China “Shareholder” a registered holder of Ordinary Shares in the Company from time to time “Taiwan” the territories governed by the Republic of China

“TWD” New Taiwan Dollar, the official currency of Taiwan

“United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland

“UK Listing Authority” the Financial Services Authority acting in its capacity as the competent authority for purposes of admission to the Official List

“Uncertificated” or recorded on the Company’s share register as being held in uncertificated

“Uncertificated form” form, the title to which is to be transferred by means of CREST

‘’Uni-President’’ Uni-President Enterprises Corp, a company incorporated in Taiwan and a shareholder of Prince Housing

“ZAI” Zimmerman Adams International Limited, nominated adviser and broker to the Company

“£” United Kingdom pound sterling, the official currency of the United

Kingdom

“$” or US$ US Dollar, the official currency of the United States of America

PART I

KEY INFORMATION

The following information must be read in conjunction with the full text of this document from which it is derived. Reliance should not be placed solely on the following summarised information. In particular, your attention is drawn to the section headed “Risk Factors” in Part I of this document although the whole of this document ought to be read.

The Company

Tai Zi Capital Ltd (“Tai Zi” or the “Company”) is an investing company focused on the acquisition of interests in property in Taiwan and more generally Far East Asia. Tai Zi was incorporated in the Cayman Islands on 23

November 2007 as an exempt company with limited liability. Its founder shareholder is Prince Asset Management Co. Ltd, (“Prince Asset”), a company incorporated in Hong Kong. The Company is deemed to be “an investing company” for the purposes of the AIM Rules for Companies.

The Board will seek Shareholders’ approval, at each annual general meeting, by way of a simple majority, for the continuance of the Company’s investment strategy which is set out in paragraph 3 of this Part I . No changes may be made to the Company’s investment strategy without Shareholder approval. If no investment or acquisition is made within 18 months of Admission, then the Directors intend to convene a meeting of Shareholders to consider whether to continue with its business, to consider alternative investment strategies or to wind up the Company and to distribute any surplus cash to Shareholders.

The Company’s Investment Strategy

The Company intends to build shareholder value by acquiring properties and growing a portfolio of rental investment properties located in major cities in Far East Asia including Taiwan, Hong Kong, Macau and possibly other areas of China. These are anticipated to comprise office, commercial properties and residential properties. The Board believes that these may provide attractive cash flows and yields together with opportunities for further revenue growth through proactive property management. The Company may also invest in other property related companies or businesses where suitable.

The Directors intend to actively manage the acquired properties and may either acquire and/or establish a property management team, whose objective will be to maintain and increase high occupancy levels, to achieve strong rental revenue growth and to maximise net operating profits. The Company will primarily seek to invest in income-producing properties in or around major urban centres. The Company may also invest in the construction and development or refurbishment of properties, either wholly owned by the Company or as joint ventures in conjunction with other investors. Such investment would either be made directly by the Company or via a special purpose vehicles.

The Directors will consider the following key factors whilst assessing the acquisition of or investment in any property:

• marketability, price, financing structure, legal and ownership status;

• location, access to infrastructure including major roads and public transport, a high current occupancy rate and established tenants of good financial and credit standing;

• the quality of the property and the specification of the facilities within it; and

• opportunities to enhance the property in order to increase returns – the possibility of improving the gross rental area and efficiency of use and potential rental income increases through space rationalisation and building facilities upgrades.

A full description of the strategy of the Company can be found in Part II of this document.

PART II INFORMATION ON THE COMPANY

1. The Company

Tai Zi is an investment company focused on the acquisition of interests in property in Taiwan and more generally throughout Far East Asia. Tai Zi was incorporated in the Cayman Islands on 23 November 2007 as an exempt company with limited liability. Its founder shareholder is Prince Asset, a company incorporated in Hong Kong. The Company has not yet commenced trading save for the issue of this document.

The Board will seek Shareholders’ approval, at each annual general meeting of the Company, by way of a simple majority, for the continuance of the Company’s investment strategy which is set out in paragraph 2 of this Part II. No changes may be made to the Company’s investment strategy without prior Shareholder approval.

If no investment or acquisition is made by the Company within 18 months of the date of Admission, then the Directors intend to convene a meeting of Shareholders to consider whether to continue with the Company’s business, to consider alternative investment strategies or to wind up the Company and to distribute any surplus cash to Shareholders.

2. The Company’s Investment Strategy and Process

The Company intends to create shareholder value and capital growth by acquiring properties and by growing a portfolio of rental investment properties located in major cities in Far East Asia with the main emphasis placed on Taiwan, Hong Kong, Macau and possibly other areas of mainland China. The Company may, at its own discretion, consider investments in other countries when appropriate. These properties are anticipated to comprise office, commercial and residential properties. The Board believes that this may provide attractive cash flows and yields together with opportunities for further revenue growth through proactive property management. The Company may also invest in other property related companies.

The Directors intend to manage actively the acquired properties and may either acquire and/or establish a property management team, whose objective would be to maintain and increase high occupancy levels, to achieve strong rental revenue growth and to maximize net operating profits. The Company intends to invest in a range of office, commercial and residential properties, although if other potentially lucrative opportunities arose in, for example, retail or other property sectors, these would be given consideration. The Company will primarily seek to invest in income-producing properties in and/or around major urban centres. The Company may also invest in the construction and development or refurbishment of properties, either wholly owned by the Company or as joint ventures in conjunction with other investors. Such investment would either be made directly by the Company or via a special purpose vehicle.

The Directors will consider the following key factors whilst assessing the acquisition of or investment in any property:

• marketability, price, financing structure, legal and ownership status;

• location, access to infrastructure including major roads and public transport, a high current occupancy rate and established tenants of good financial and credit standing;

• the quality of the property and the specification of the facilities within it; and

The Company intends to hold its properties on a long term basis. However, if any property has reached a stage where the Directors consider it offers only limited scope for income growth, the Company may consider disposing of the property and will use the proceeds to make investments in other properties with regard to the above factors.

The Investment Process

The Board will identify potential opportunities with reference to the Investment Strategy as outlined above. As appropriate, the Company will engage third party professional advisers to carry out appropriate due diligence on

potential acquisitions and investment opportunities. Following the due diligence process, the Board will make a final decision as to whether or not the Company will proceed with the acquisition or the investment.

Your attention is drawn to the Risk Factors set out in Part III of this document.

3. The Future Economic Development of Taiwan

The incumbent President of Taiwan, Ma Ying-jeou, representing the Nationalist Party, won the general election on 22 March 2008. President Ma has indicated that he wishes Taiwan to develop stronger trade links with mainland China through a variety of economic policies designed to increase the amount of investment from mainland China. Following military confrontation between Taiwan and China in 1949, people-to-people contact and direct links in mail, transport and trade between Taiwan and China were totally suspended. However, the Directors anticipate that the new economic policies in Taiwan will lead to an increased amount of investment in Taiwanese property and more generally expect the Taiwan economy to develop from the liberalisation of trade with mainland China.

The following are summaries of the key economic policies of President Ma. The economic policies are expected to provide an immediate boost to Taiwan’s economy.

Tourism policy

• An investment of TWD30 billion to renew and to improve the public facilities in scenic areas of the country.

• Initially open up the quota of 3,000 tourists per day from the PRC to travel to Taiwan. The long-term target is 10,000 tourists per day.

• The expected revenue from the tourism policy is TWD60 billion from the first year and above TWD200 billion up to year of 2012.

Direct flights between Taiwan and China

• Initially open up regular chartered flights between Taiwan and the PRC on weekends from 1 July 2008.

• Progressively increase the number, location and time of chartered flights.

• Eventually direct flights between Taiwan and the PRC will be permitted.

Property

• The PRC resident persons may invest in Taiwan’s property market although they will initially be limited to commercial properties only.

Investment limitation

• Increase the limitation on the investment capital for investment from mainland China.

• Permit free currency exchange between the Renminbi and TWD.

• Grant permission for PRC resident persons to invest directly in the Taiwan stock market or to have the freedom to incorporate a company in Taiwan.

The Directors believe that Taiwan property prices are undervalued compared to other Far East Asia countries such as China, Singapore, Hong Kong and Japan. Further, the recent presidential elections brought to power a government that openly declared its intentions to open the market to mainland Chinese investors who were formerly barred from travelling to Taiwan by a myriad of stringent restrictions. The Directors believe that the relaxing of these restrictions may create a favourable environment for significant capital appreciation in the Taiwanese property market on the basis of relative valuations in the Far East Asia property market.

Overall, Taiwan’s property market is expected to continue prospering, propelled by the strong property performance, government incentives and better market transparency as more institutional investors and mainland Chinese investors are attracted to the market.

4. Directors

The Board comprises two executive Directors and one independent non-executive Director whose details are as follows:

Jen-Ching Chen, aged 59, Chairman and Chief Executive Officer

Mr. Chen graduated from the National Cheng Kung University (Taiwan) with a degree in accounting and statistics in 1971. Mr. Chen has devoted his entire career to the construction and property sector within the Prince Housing Group. He has graduated through the finance departments of various group subsidiaries and is currently general manager of Prince Housing. He has a range of experience in monitoring the operation and financial control of the Prince Housing Group and has also assisted its board in corporate finance issues, strategic planning and business development.

Lawrence Man Kwan Ng, aged 38, Executive Director

He graduated from Hong Kong Technical Institute in 1995. He began his career in the banking industry in Hong Kong and spent fourteen years in private banking and bank treasury department advisory roles with international clients throughout Asia. He then moved to Singapore and worked with Hong Leong Bank and DBS Bank in Singapore as assistant vice president before returning to Hong Kong to work in the private banking division of Credit Industriel et Commercial (CIC) as a vice president. He is currently a director of Prince Asset in Hong Kong.

David Thomas, aged 53, Independent Non-Executive Director

David Thomas is resident in the UK and is an English qualified solicitor. He is a non-executive director of several companies listed on AIM, all of which have businesses in China. He practised law in London for more than 20 years, specialising in corporate finance, before a period with Beeson Gregory (now Evolution Group plc), a London investment bank and stockbroker, where he was an executive director and general counsel until 2002.

5. Management

At the date of Admission, save as referred to in section 4 above, there will be no senior managers or any other employees of the Company.

6. Operating Costs

The Directors will seek to preserve the Company’s financial resources. Initially, there will not be the need for the engagement of full time staff, and the Company’s operating costs will be maintained at the minimum level consistent with the Company’s status as a publicly-quoted company on the AIM market. The Company will not lease premises of its own or engage any full-time employees prior to making a significant acquisition or investment. However, once the Company has made acquisitions and/or investments then it will either hire suitable people for its team, or it might acquire such a team via the acquisition of a suitable business.

The Company has out-sourced its administrative and other support functions to Prince Asset, which will cover administrative functions and also provide some office space for Tai Zi to share in Hong Kong. Further details of this arrangement are set out in paragraph 9.1.5 in Part V of this document.

7. Accounting, Financial Information and Valuation Policy

The Company’s financial year end is 31 December. The audited accounts of the Company will be prepared under International Financial Reporting Standards as adopted in the EU (‘‘IFRS’’). Under IFRS, the Company will prepare an income statement which, unlike a statement of total return, does not differentiate between revenue and capital and also includes net realised and unrealised investment gains. The Company’s management and administration fees, finance costs (including interest on any bank facility) and all other expenses will be charged through the income statement.

The Company has only recently been incorporated (on 23 November 2007) and consequently it has not published any financial information. An accountant’s report and financial information on the Company is set out in Part IV of this document.

The first annual report covering the period from the Company’s incorporation to 31 December 2008 is expected to be dispatched by the end of April 2009. Shareholders will also receive an unaudited interim report covering the six month period to the end of June in each year, the first such report covering the period to 30 June 2008. Shareholders will be sent updates on the Company’s activities as and when appropriate.

Under IFRS, valuations of property have to be kept up to date (there is no specified minimum or maximum period under the standard) and valuations need to be undertaken by a professional valuer and their qualifications disclosed in the financial statements.

8. Dividend Policy

The Directors’ current intention is to aim for capital growth of the Company and they do not therefore anticipate that the Company will pay dividends in the short to medium term. The Company may pay dividends in the future if it is in a position so to do and the Directors consider it appropriate.

9. Life of Company

The Company has no fixed life, but if no investment or acquisition is made within 18 months of Admission, then the Directors intend to convene a meeting of Shareholders to consider whether to continue with its business, to consider alternative investment strategies or to wind up the Company and to distribute any surplus cash to Shareholders.

10. Reasons for Admission

The Company will apply its funds to identify and carry out due diligence on potential acquisitions and investments and to provide working capital for the Company’s initial operations in line with its acquisition and investment strategy.

The Directors believe that the benefits of the Admission include:

• the ability to enter into negotiations with vendors of businesses or companies to whom the issue of publicly traded shares as consideration is potentially more attractive than the issue of shares in an equivalent private company;

• the ability to raise further funds in the future, either to enable a proposed acquisition to be completed and/or to raise additional working capital or development capital for the Company once an acquisition has been completed; and

• the ability to attract and retain high quality directors and employees by offering them share options. The Directors consider that the ability to grant options over publicly traded shares is potentially more attractive to directors and employees than the grant of options over shares which are not publicly traded.

11. Lock-Ins and Orderly Market Arrangements

In accordance with Rule 7 of the AIM Rules for companies, each member of the Board and also Prince Asset has undertaken not to dispose of any of its interests in Ordinary Shares at any time prior to the first anniversary of Admission and thereafter for a further twelve months not to dispose of any such interests without consulting with ZAI in order to seek to maintain an orderly market in the Ordinary Shares. Further details of the lock-in arrangements are set out in paragraph 9.1.3 of Part V of this document.

12. Taxation

The following information, which relates to the UK, and the Cayman Islands is applicable to the Company and to persons who are resident or ordinarily resident in the UK and who hold Ordinary Shares as investments. It is based upon the legislation and practice currently in force in the UK, or Cayman Islands. The information does not deal with the position of certain classes of shareholders, such as dealers in securities. The information is not exhaustive and if potential investors are in any doubt about the taxation consequences of acquiring, holding or disposing of the Ordinary Shares they should seek advice from their own professional advisers. Investors should note that tax law and interpretation can change and that, in particular, the levels and basis of, and reliefs from, taxation may change and it may alter the benefits of investment in the Company.

It is the responsibility of all persons interested in purchasing Ordinary Shares to inform themselves as to any income or other tax consequences arising in the jurisdictions in which they are resident or domiciled for tax purposes, as well as any foreign exchange or other fiscal or legal restrictions, which are relevant to their particular circumstances.

UNITED KINGDOM TAXATION

UK Shareholders

Shareholders who are resident in the UK will, depending on their circumstances, be liable to UK income tax or

corporation tax on the gross amount of dividends paid by the Company. The Company is not at the date of this document an offshore fund for UK taxation purposes.

The following paragraphs, which are intended as a general guide based on current legislation and HM Revenue

& Customs practice as at the date of this document, summarise advice received by the Directors about the UK tax position of shareholders who are resident or ordinarily resident in the United Kingdom for tax purposes and who beneficially hold their shares as investments (otherwise than under an individual savings account (“ISA”)). Any shareholder who is in doubt as to their tax position, or who is subject to tax in a jurisdiction other than the United Kingdom, is strongly recommended to consult their professional advisers.

Taxation of dividends

Under current UK taxation legislation, no tax is withheld at source from dividend payments made by the Company.

An individual shareholder who is resident (for tax purposes) in the United Kingdom and who receives a dividend paid by the Company will currently be entitled to receive a tax credit equal to 1/9th of the cash dividend. The individual will be taxable upon the total of the dividend and the related tax credit (“the gross dividend”) which will be regarded as the top slice of the individual’s income. An individual shareholder who is not liable to income tax at a rate greater than the basic rate (currently 22 per cent.) will pay tax on the gross dividend at the dividend ordinary rate, currently 10 per cent. Accordingly, the tax credit will be treated as satisfying the individual’s liability to income tax in respect of the dividend and there will be no further tax to pay. It should be noted however that there is no right to claim any repayment of the tax credit from the HM Revenue & Customs. To the extent that the gross dividend (taken together with other taxable income) exceeds the individual’s threshold for the higher rate of income tax the individual will, to that extent, pay tax on the gross dividend at the dividend upper rate (currently 32.5 per cent.). Accordingly, a shareholder who is a higher rate tax payer will have further income tax to pay at the rate of 22.5 per cent. on the gross dividend (equivalent to 25 per cent. of the dividend received). Tax credits are generally no longer repayable to shareholders with no income tax liability or whose liability to income tax does not exceed the amount of tax credit.

Subject to exceptions for certain insurance companies and companies which hold shares as trading stock, a shareholder that is a company resident (for tax purposes) in the United Kingdom and that receives a dividend paid by the Company will not be liable to corporation tax or income tax on the dividend.

Trustees who are liable to income tax at the rate applicable to trusts (previously 34 per cent. but increased to 40 per cent. with effect from 6 April 2004) will pay tax on the gross dividend at the dividend trust rate (previously

25 per cent. but increased to 32.5 per cent. with effect from 6 April 2004) against which they can set the tax credit. To the extent that the tax credit exceeds the trustees’ liability to account for income tax the trustees will have no right to claim repayment of the tax credit. Special tax provisions apply where trustees of discretionary trusts receive payment of dividends and substantially make a distribution out of the trust. Trustees who are in any doubt as to their position should consult their own professional advisers immediately.

United Kingdom pension funds and charities are generally exempt from tax on dividends which they receive but are not entitled to claim repayment of the tax credit.

Shareholders who are resident in countries other than the UK may be entitled to repayment of all or a proportion of the tax credit in respect of dividends paid to them. This will depend upon the provisions of the double tax treaty (if any) between the country in which the Shareholder is resident and the United Kingdom. Shareholders not resident in the UK should consult their own tax adviser on the application of such provisions and the procedure for claiming relief.

Taxation on capital gains for shareholders

If a Shareholder who is resident or ordinarily resident in the UK for tax purposes disposes of all or any of his or its Shares, he or it may, depending on the Shareholder’s particular circumstances, incur a liability to taxation on chargeable gains.

Stamp duty and stamp duty reserve tax (“SDRT”)

Sales of Shares inside CREST will generally be liable to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration in excess of £1,000 calculated to the nearest penny. The SDRT is normally settled by CREST, on behalf of the purchaser or transferee, on the same day as the sale, but otherwise is payable on the “accountable date” for SDRT purposes. The accountable date is the seventh day of the month following the month in which the agreement for the transfer is made.

Subsequent sales of Shares outside CREST will generally be liable to ad valorem stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration in excess of £1,000. An obligation to account for stamp duty reserve tax (“SDRT”) at the rate of 0.5 per cent. of the amount or value of the consideration will also arise if an unconditional agreement to transfer the Shares is not completed by a duly stamped instrument of transfer before the “accountable date” for SDRT purposes, as described above. Stamp duty is normally, and SDRT is always, the liability of the purchaser or transferee of the Shares. However, where an instrument of transfer which completes an unconditional agreement to transfer shares is duly stamped within six years after the agreement was entered into (or it becomes unconditional) the stamp duty will cancel the SDRT liability and any SDRT paid can be recovered.

The information in this paragraph is intended as a general summary of the UK tax position and should not be construed as constituting advice. Potential investors should obtain advice from their own investment or taxation adviser.

CAYMAN ISLANDS

The government of the Cayman Islands, will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Company or its Shareholders. The Cayman Islands are not party to any double taxation treaties. The Company has applied for and has received an undertaking from the Governor-in-Cabinet of the Cayman Islands that, in accordance with section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:

(i) on the Shares, debentures or other obligations of the Company or

(ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by the Company to its members or a payment of principal or interest or other sums due under a debenture or other obligation of the Company.

Currently no stamp duty will be levied in the Cayman Islands on the issue or transfer of the Ordinary Shares. The only government charge payable by the Company in the Cayman Islands is an annual charge to be calculated on the nominal value of the authorised share capital of the Company. At current rates this will not exceed $2400.00 per year.

IF SHAREHOLDERS ARE IN ANY DOUBT AS TO THEIR TAX POSITION, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISER WITHOUT DELAY.

13. The City Code on Takeover and Mergers

Whilst the Company’s Ordinary Shares will be admitted to trading on AIM, the Company is not subject to the provisions of the City Code as the Company is incorporated in the Cayman Islands and its management will be undertaken from Hong Kong. Accordingly, a takeover of the Company and the Company’s relations with and conduct towards Shareholders will not be regulated by the Panel on Takeovers and Mergers. Investors should therefore be aware that the protections afforded to Shareholders by the City Code, which are designed to regulate the way in which takeovers and Shareholder relations are conducted, will not be available.

14. Corporate Governance

There is no corporate governance regime in the Cayman Islands. However, the Directors recognise the importance of sound corporate governance and intend that the Company shall comply with the main provisions of the QCA Guidelines for AIM Companies so far as the same are appropriate for and apply to a company of the Company’s size, nature and stage of development.

The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. Following Admission, the Company intends to hold Board meetings at least six times in each financial year and at other times as and when required. The roles of the Chairman and Chief Executive Officer will be performed by one individual for the foreseeable future, Mr. Chen.

Upon Admission, the Company will establish an audit committee, a remuneration committee and a nomination committee and an AIM Rules compliance committee, with formally delegated duties and responsibilities.

The audit committee will initially comprise Lawrence Man Kwan Ng and David Thomas as chairman. It will be responsible for ensuring that the financial performance, position and prospects of the Company are properly monitored and reported on and for meeting the auditors and reviewing their reports relating to accounts and internal controls.

The remuneration committee will initially comprise Jen-Ching Chen and David Thomas as chairman. It will review the performance of executive Directors and set their remuneration and the payment of bonuses to executive directors and consider the future allocation of share options to Directors and employees.

The nomination committee will initially comprise the entire Board and David Thomas as Chairman. It will consider the selection and re-appointment of Directors. It will identify and nominate candidates to fill Board vacancies and review regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes.

15. CREST, Depositary Receipts and Admission

CREST is a computerised paperless share transfer and settlement system which allows shares to be held in electronic rather than paper form. Participation in CREST is voluntary and shareholders who wish to hold Ordinary Shares in certificated form may do so. However, securities issued by non-UK registered companies, such as Tai Zi, cannot be held or transferred in the CREST system. However to enable investors to settle such securities through the CREST system, a depositary or custodian can hold the relevant securities and issue dematerialised depositary interests (“Depositary Interests”) representing the underlying securities which are held on trust for the holder of the Depositary Interests.

With effect from Admission, it will be possible for CREST members to hold and transfer interests in the Ordinary Shares within CREST pursuant to a depositary interest arrangement established by the Company with the Depositary. CREST is a voluntary system and holders of Ordinary Shares who wish to hold their Shares outside of CREST will be able to do so. In such cases, holders will receive a certificate as evidence of ownership and have their details recorded on the company’s register of members.

The Ordinary Shares will not themselves be admitted to CREST. Instead, the Depositary will issue Depositary Interests in respect of the underlying Ordinary Shares. The Depositary Interests will be independent securities constituted under English law which may be held or transferred through the CREST system. Depositary Interests will have the same international security identification number (ISIN) as the underlying Ordinary Shares they represent.

The Depositary Interests will be created and issued pursuant to a deed poll entered into by the Depositary, which will govern the relationship between the Depositary and the holders of the Depositary Interests and which is summarised in paragraph 10 of Part V of this document.

Application has been made for the Depositary Interests in respect of the underlying Ordinary Shares to be admitted to CREST with effect from Admission.

The Depositary can be contacted at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, UK or by telephone on

(+44) 0117 305 1075.

Further details relating to the arrangements relating to the Depositary Interests, Admission and CREST are set out in paragraphs 9.1.6.1 and 10 of Part V of this document.

16. Ordinary Shares and Admission

Application will be made for Ordinary Shares to be admitted to trading on AIM and it is expected that Admission will become effective and trading in Ordinary Shares will commence at 8:00 a.m. on 1 July 2008 or shortly thereafter.

17. Further Information

Your attention is drawn to the additional information on the Company set out in Part V of this document.

PART III RISK FACTORS

The risk factors which should be taken into account in assessing the Company’s activities and an investment in the Company include, but are not limited to, those set out below. Such factors are not intended to be presented in any order of priority and accordingly no inference should be drawn as to their relative importance from the order in which they appear. Prospective investors should carefully consider the following risk factors (among others) affecting the proposed activities of Tai Zi as well as other matters set forth elsewhere in this document, prior to making an investment in the Company. An investment in Tai Zi may not be suitable for all recipients of this document.

If any of the risks referred to below were to actually occur, then the Company’s business, financial condition, the results of its operations and/or future operations may be materially adversely affected. In such case, the price of the Ordinary Shares could decline and investors may lose part or all of their investment.

RISK FACTORS ASSOCIATED WITH THE COMPANY’S BUSINESS AND SECTOR Reliance on Key Personnel

The Company’s business is dependent on retaining the services of a number of key personnel of the appropriate calibre as the business develops. The success of the Company is, and will continue to be to a significant extent, dependent on the expertise and experience of the Directors. Whilst the Company has entered into service contracts with the Directors, the loss of one or more Director could have a material adverse effect on the Company’s ability to develop its business and to fulfil its objectives.

The Company may need additional capital in the future

The Company’s capital requirements depend on numerous factors, including its ability or requirement to expand its business. The Company will require further financing as its business plan moves forward. Any additional equity financing may be dilutive to Shareholders. Debt financing, if available, may involve restrictions on financing and on the Company’s operating activities and may adversely affect any dividend policy. In addition, there can be no assurance that the Company will be able to raise additional funds when needed or that such funds will be available on terms favourable or acceptable to the Company. If the Company is unable to obtain additional financing as needed, the Company may be required to reduce the scope of its operations or anticipated expansion or to cease trading.

Early stage of business/limited operating history

The Company is at a very early stage in the development of its business and there is a risk that the implementation of its business plan may not be achieved in whole or in part. The lack of any operating history for its business offers little basis upon which an evaluation of the Company and its long term prospects can be based. The Company’s proposed business must be considered in light of the risks, expenses and difficulties frequently encountered by a business in the initial stages of its development, particularly where it is operating in new and rapidly evolving commercial environments.

The Company may not make dividend payments

All dividends or other distributions will be made at the discretion of the Directors and the main focus of the business plan is upon capital growth.

Possible adverse economic and political conditions

The operations of the Company may be adversely affected by general economic conditions and particularly by economic conditions in the proposed investee countries. The returns which may be achieved on an investment in property or land in these countries could be materially affected by the political, regulatory and economic climate. In particular, changes in the rates of inflation and interest in those countries may affect the income generated by, and capital value of, the investments or acquisitions.

Legal, Regulatory and Economic Risk

There is a possibility that new legislation and/or regulations in any relevant jurisdiction may be adopted in the

future which may materially adversely affect the Company’s operations and/or its cost structure. New legislation and/or regulations, or different or more stringent interpretation or enforcement of existing laws and regulations, may also require the Company to change its operations significantly or to incur increased costs which could have a material adverse effect on the financial condition of the Company. The property and land markets in which the Company intends to invest may be seen as relatively immature and the economies of the countries are not as fully developed as those in Western Europe. Further, these countries might carry risks of political, legal and economic instability which could adversely affect the Company’s results or operations. With any investment in a foreign country there may be the risk of adverse political, administrative, taxation or regulatory developments.

Condition of Financial Markets and Property Market

The performance of the Company would be adversely affected by a downturn in the relevant property market in terms of capital value or the weakening of rental yields. Any future property market recession could materially adversely affect the value of the Company. Certain property investments may represent a significant proportion of the Company’s gross assets. As a result, the impact on the Company’s performance and the potential returns to Shareholders will be more adversely affected if any one of the property investments performs badly than would be the case if the Company’s portfolio of property investments were more diversified.

Property investment risk

If a tenant were to default on one or more rental payments the Company will suffer a rental shortfall and incur additional costs including legal expenses and costs of maintaining, insuring and re-letting the property. Returns from an investment in property depend largely upon the amount of rental income generated from the property and the expenses incurred in the development or redevelopment and management of the property, as well as changes in its market value. Rental income and the market value for properties are generally affected by overall conditions in the relevant economy, such as employment trends, inflation and changes in interest rates. Changes in GDP may also impact employment levels, which in turn may impact demand for premises, especially for office space for commercial enterprises. Furthermore, movements in interest rates may also affect the cost of and availability of financing for real estate companies.

Both rental income and property values may also be affected by other factors relevant to the real estate market, such as competition from other property owners and developers, the perceptions of prospective tenants on the attractiveness, convenience and safety of properties, the inability to collect rents because of the bankruptcy or insolvency of tenants or otherwise, the periodic need to renovate, repair or re-let space and the costs thereof, the costs of maintenance and insurance, and increased operating costs. In addition, the owner must meet certain significant expenditures, including operating expenses, even if the property is vacant. Investments in property are relatively illiquid and more difficult to realise than investments in equities or bonds.

Risks of property ownership

Investments in property may be difficult, slow or impossible to realise. The Ordinary Shares will be subject to the general risks incidental to the ownership of real property, including changes in the supply of or demand for competing investment properties in an area, changes in interest rates and the availability of mortgage funds, changes in property tax rates and landlord/tenant or planning laws, credit risks of tenants and borrowers and environmental factors. The marketability and value of any properties owned by the Company will, therefore, depend on many factors beyond the control of the Company and there is no assurance that there will be either a ready market for any properties held by the Company or that such properties will be sold at a profit or will yield a positive cash flow. Changes in law relating to foreign ownership of property in any of the jurisdictions in which the Company invests might also have an adverse effect on the net returns from the investments or acquisitions.

Land and property ownership rights

Each proposed investee country has different laws and regulations (as well as tax provisions) relating to land and property ownership by foreign companies. Whilst the Company will seek to operate property owning structures that comply with such laws and regulations as well as with a view to mitigating the tax effect of local tax regulations, there can be no assurance that in the future the investee countries will not adopt laws and regulations which may adversely impact on the Company’s ability to own and operate land and property. Accordingly, in such circumstances, the returns to the Company and the value of the Ordinary Shares may be materially and adversely affected.

Impact of law and governmental regulation

The Company and any developers with whom the Company might deal will need to comply with various national laws and regulations relating to planning, land use and development standards. The effect of such laws and

regulations could have the effect of increasing the expense and lowering the income or rate of return from, as well as adversely affecting the value of, any investment property. Changes in law relating to ownership of land could have an adverse effect on the value of Ordinary Shares. New laws may be introduced, which may be retrospective and affect environmental, planning, land use and development regulations. The legal systems of the various countries in which the Company invests may also not afford the Company the same level of certainty in relation to issues such as title to property-related rights as may be achieved in, for example, England and Wales. Enforcement of legal rights may prove expensive and difficult to achieve.

Exchange rate risk

Exchange rate volatility may give rise to an exchange rate risk against the United States dollar being the Company’s functional and reporting currency. However, its reporting currency and the market for foreign exchange rates may cause a mismatch between actual returns and investors’ expectations of returns, and may also affect the share price.

As the Company’s income and investment returns are expected to be denominated in currencies other than US$, the Company is likely to be exposed to variations in currency exchange rates. The changes in the value of either or both the TWD and the HK$ against the value of the US$ could have a material impact on the financial performance of the Company. The Company may enter into currency hedging transactions, but is not required or expected to do so, and such transactions have an associated cost that could depress investment returns.

Litigation Risk

Legal proceedings may arise from time to time in the course of the Company’s business. The Company cannot preclude the possibility that litigation may be brought against it.

Control by Major Shareholder

Prince Asset (which is majority owned by Prince Housing) will be interested in 83% of the issued share capital of the Company as at the date of Admission. Prince Asset will therefore be able to exercise significant influence over the Company, including matters requiring shareholder approval. Prince Housing holds 87.6% of the voting rights in Prince Asset and consequently has a significant influence over Prince Asset.

Competition

The Company will face competition from other property developing companies and may not always secure the properties which would enable its business plan to be implemented in whole or in part.

Divestment

The property market can be volatile in any territory and there can be no certainty that divestment of investments can be achieved at a time which is considered desirable by the Company. This in turn could lead to cash flow difficulties or, in certain circumstances, losses which cannot be predicted.

Forward-looking statements

This document contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Company and certain plans and objectives of the Company with respect thereto. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Ability to identify and availability of investment opportunities

The success of the Company depends on its ability successfully to identify and to complete investment opportunities in properties. If the Company is unable to identify and/or complete such property investment opportunities then the Company will be unable to fulfil its strategy and may have incurred potentially significant abortive costs in the process such that the value of an investment in the Company is likely to be materially adversely affected.

Growth Strategy

The Company’s growth strategy is to acquire and to manage properties in Taiwan, Hong Kong, Macau and possibly other areas in mainland China. If the Company fails successfully to execute this strategy then the Company’s prospects may be materially adversely affected.

Management of growth

The Company’s plans to grow will place additional demand on its management, administrative and accounting resources. If the Company is unable to manage its growth effectively, its business, operations and/or financial condition may deteriorate. If the Company is unable successfully to manage an acquisition or investment, integration could lead to disruptions to the Company’s business. If the operation or assimilation of an acquired business does not accord with the Company’s expectations, the Company may have to decrease the value afforded to the acquired business or realign the Company’s structure to address the issue.

The Company’s business model is not proven.

Whilst the Directors believe that there is a market for the property services and investments that the Company is focused upon, the Company has not yet proven its abilities.

RISK FACTORS RELATING TO TAIWAN Governmental Approval Risks

In order to make investments in Taiwan real estate, the Company (or a subsidiary of the Company) is required to establish a branch office or subsidiary in Taiwan which establishment will involve various approvals. In applying for such approvals, the Company may be required to disclose the identity of, or other information, regarding shareholders of the Company including, in particular, whether such shareholders are from Taiwan or the PRC. Having shareholders from Taiwan or the PRC could adversely affect the Company’s ability to obtain approvals. The Company expects that such approvals will be available but cannot provide assurance that such will be the case.

Also, investment in Taiwan real estate by foreign investors requires a case by case approval from the relevant municipal or county(city) government, where the subject real estate is located (”Registration Approval”) and, for certain investment (e.g. major infrastructure projects and agriculture related projects) also requires prior approval from the competent central government authorities (“Investment Approval”). There can be no assurance that the Company will be able to obtain the Registration Approval or any required Investment Approval.

Regulatory Restrictions

Foreign investors are permitted to acquire residential and commercial real estate. However, foreign investors are not permitted to invest forest land, fishing land, hunting land, salt land, mineral land, water resource land, and areas restricted for military purposes and border land. Such restrictions may limit the Company’s opportunities to make certain investment in Taiwan real estate.

PRC Investments

Under Taiwan law, the PRC nationals, companies or any company incorporated outside PRC and controlled by PRC nationals and/or companies may not acquire Taiwan real estate without prior approval from the competent governmental authorities. Under current Taiwan government policy, such approval is not available. To the extent that the shares of the Company are invested in or held by PRC nationals or companies or any company incorporated outside PRC and controlled by PRC nationals and/or companies, the Company’s ability to invest in Taiwan real estate may be adversely affected thereby.

Foreign Exchange Risks

Taiwan regulates the conversion of foreign currency into New Taiwan Dollars and conversion of New Taiwan Dollars into foreign currency. To facilitate currency conversion, the Company must comply with regulatory requirements and procedures and/or obtain certain regulatory approvals. The Company believes that, at present, it will be in a position to comply with such requirements and procedures and obtain necessary approvals. However, there is no assurance that the Company’s investment in Taiwan real estate will not be affected by currency conversion limitations.

Earthquakes Risks

Taiwan is particularly vulnerable to earthquakes because most of Taiwan is located in a collision zone between the Philippine Sea plate and the Eurasian plate. From time to time, Taiwan has experienced severe earthquakes. The Company cannot guarantee that future earthquakes will not cause material damage to the real estate invested by the Company. A major earthquake in Taiwan could therefore adversely affect the Taiwan real estate value.

Environmental Compliance Risks

Environmental compliance is the responsibility of the polluter and so called “interested parties”, including owners. Under certain environment laws, the Company may be held responsible for soil and groundwater pollution remediation/control at the time the land is declared a pollution remediation site. Also, if the site is declared to be remediation site, transfer of ownership thereof is prohibited.

Environmental laws are complex, change frequently and have tended to become more stringent over time. The Company cannot assure that the costs of complying with current and future environmental and health and safety laws, and the Company’s liabilities arising from past or future releases of, or exposure to, hazardous substances will not materially adversely affect the Company’s business and financial conditions.

Political, Economic and Social Risks

The Company’s business and financial condition may be affected by changes in Taiwan governmental policies and political and social instability.

Taiwan has a unique international political status. The PRC government asserts sovereignty over Taiwan, and does not recognize the legitimacy of Taiwan government. The PRC government has indicated that it may use military force to gain control over Taiwan if Taiwan declares independence or Taiwan refuses to accept the PRC’s stated “One China” policy. An increase in tensions between Taiwan and the PRC and the possibility of instability and uncertainty could adversely affect the real estate value in Taiwan.

In addition, the Company’s business, financial condition and results of operations may be affected by changes in general Taiwan government policies, taxation, inflation and interest rates in Taiwan, as well as general economic conditions in Taiwan.

GENERAL RISKS RELATING TO THE ORDINARY SHARES AIM Admission

Application will be made for the Issued Ordinary Shares to be traded on AIM. AIM is a market designed primarily for emerging or smaller companies. The Ordinary Shares will not be quoted on the Official List. The rules of AIM are less demanding than those of the Official List. Investments in shares traded on AIM carry a higher degree of risk than investments in shares quoted on the Official List. Neither LSE nor the UKLA have examined this document for the purposes of the Admission or for any other purpose.

Liquidity in the Ordinary Shares

An investment in the Ordinary Shares is speculative and subject to a high degree of risk. The price of publicly quoted securities can be volatile and is dependent upon a number of factors, some of which are general market or sector specific and others which are specific to the Company. Only those who can bear the risk of the loss of their entire investment should acquire Ordinary Shares.

Prior to Admission there is no public market for the Ordinary Shares, nor have they ever been traded, quoted or dealt on any securities market. Notwithstanding the fact that an application will be made for the Ordinary Shares to be traded on AIM, this should not be taken as implying that there will be a “liquid” market in the Ordinary Shares particularly as, on Admission, the Company will have a limited number of Shareholders. An investment in the Ordinary Shares may therefore be difficult to realise. In addition, the price at which the Ordinary Shares will be traded and the price at which investors may realise their investment will be influenced by a large number of factors, some specific to the Company and its operations (including its sector) and some which may affect quoted companies generally.

The market for shares in smaller public companies, such as the Company, is less liquid than for larger public companies. The Company is aiming to achieve capital growth and, therefore, Ordinary Shares may not be suitable as a short-term investment and a prospective investor should not consider such purchase unless it is certain it will not have to liquidate its investment for an indefinite period of time. The share price may be subject to greater fluctuation on small volumes of shares and thus the Ordinary Shares may be difficult to sell at a particular price. The value of the Ordinary Shares may go down as well as up. The market price of the Ordinary Shares may not reflect the underlying value of the Company’s net assets. Investors may therefore realise less than their original investment or sustain a total loss of their investment.

Dear Sirs

TAI ZI CAPITAL LTD (“Company”)

We report on the financial information set out in Section B of Part IV of the Admission Document. This financial information has been prepared for inclusion in the Admission Document dated 25 June 2008 (“Admission Document”) of the Company on the basis of the accounting policies set out in note 1.

This report is required by paragraph 20.1 of Annex I of the Prospectus Rules as applied by part (a) of Schedule

Two to the AIM Rules and is given for the purpose of complying with that paragraph and for no other purpose.

Save for any responsibility arising under paragraph 20.1 of Annex I of the Prospectus Rules as applied by part (a) of Schedule Two to the AIM Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 20.1 of Annex I of the Prospectus Rules as applied by part (a) of Schedule Two to the AIM Rules, consenting to its inclusion in the Admission Document.

Responsibilities

The Directors of the Company are responsible for preparing the financial information on the basis of preparation set out in note 1 to the Historical Financial Information and in accordance with International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion as to whether the financial information gives a true and fair view, for the purposes of the Admission Document, and to report our opinion to you.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity’s circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion

In our opinion, the financial information gives, for the purposes of the Admission Document, a true and fair view of the state of affairs of the Company as at the date stated and of its profits, cash flows and changes in equity for the periods then ended in accordance with the basis of preparation set out in note 1 and in accordance with International Financial Reporting Standards as adopted by the European Union as described in note 1.

Declaration

For the purposes of part (a) of Schedule Two to the AIM Rules we are responsible for this report as part of the Admission Document and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.

Yours faithfully

Baker Tilly Corporate Finance LLP

Regulated by the Institute of Chartered Accountants in England and Wales

Baker Tilly Corporate Finance LLP is a limited liability partnership registered in England and Wales, registered no. OC325347. A list of the names of members is open to inspection at the registered office 2 Bloomsbury Street London WC1B 3ST

NOTES TO THE FINANCIAL INFORMATION

1. Accounting policies

The principal accounting policies, which have been consistently applied in the Company’s financial information are as follows:

Statement of compliance

The financial information has been prepared in accordance with International Financial Reporting Standards

(“IFRSs”) as adopted by the European Union.

IFRSs in issue, not yet effective

At the date of approval of the Admission Document, the following IFRSs were issued but not yet effective:

Amendment to IAS 1	(Note a)	Presentation of financial statements:
		Comprehensive revision including requiring a statement of
		Comprehensive income
Amendment to IAS 23	(Note a)	Borrowing costs
Amendment to IAS 27	(Note d)	Consolidated and separate financial statements – Consequential
		amendments arising from Amendments to IFRS 3
Amendment to IAS 28	(Note d)	Interests in associates – Consequential amendments arising from
		amendments to IFRS 3
Amendment to IAS 31	(Note d)	Interests in joint ventures – Consequential amendments arising from
		amendments to IFRS 3
Amendment to IAS 32	(Note a)	Financial instruments: Presentation – Amendments relating to puttable
		instruments and obligations arising on liquidation
Amendment to IFRS 1	(Note a)	First-time adoption of International Financial Reporting Standards and
		IAS 27 Consolidated and Separate Financial Statements
Amendment to IFRS 2	(Note a)	First-time Adoption of International Financial Standards and IAS27
		Consolidated and Separate Financial Statements Share-based payment
		– Amendment relating to vesting conditions and cancellations
Amendment to IFRS 3	(Note d)	Business combinations – Comprehensive revision. On applying the
		acquisition method
IFRS 8	(Note a)	Operating segments
IFRIC 12	(Note b)	Service concession arrangements
IFRIC 13	(Note c)	Customer loyalty programmes
IFRIC 14	(Note c)	IAS 19 – The limit on a defined benefit asset, minimum funding
		requirements and their interaction
Notes:

(a) effective for accounting periods beginning on or after 1 January 2009

(b) effective for accounting periods beginning on or after 1 January 2008 (c) effective for accounting periods beginning on or after 1 July 2008

(d) effective for accounting periods beginning on or after 1 July 2009

The Directors anticipate that the adoption of these IFRSs in future periods will have no material impact on the financial information of the Company when the relevant standards and interpretations come into effect.

Basis of Preparation

The financial information is presented in US$ and is prepared on the historical cost basis.

The preparation of financial information in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are both readily apparent from other sources.

Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Authorised 50,000,000 50,000,000

Allotted, issued and unpaid 500,000 500,000

The Company was incorporated with an authorised share capital of 50,000,000 ordinary shares of US$1 each. One such Ordinary Share was issued on incorporation. On 28 November 2007 a further 499,999 shares were issued at par.

At 31 December 2007 the Company had a total authorised share capital of US $50,000,000 divided into

50,000,000 Ordinary Shares of US$1 each of which 500,000 such shares were in issue.

3. Controlling party

The Company is controlled by Prince Asset, the majority shareholder.

4. Post Balance Sheet Events

On 25 June 2008 the Company issued a further 5,500,000 shares of US$1 each at par. Cash consideration for these shares, and those shares issued by unpaid as at 31 December 2007, of US$6,000,000 was received by the Company on 1 July 2008.

On 20 December 2007 the Company signed a Nominated Adviser and Broker Agreement with Zimmerman Adams International Limited (“ZAI”) for the purposes of the Admission. The Company has agreed to pay a fee to ZAI for its services in connection with Admission. The agreement contains certain undertakings and indemnities given by the Company in respect of, inter alia, compliance with all applicable laws and regulations.

On 20 December 2007 the Company signed a Nominated Adviser and Broker Agreement with ZAI pursuant to which the Company has appointed ZAI to act as ongoing retained Nominated Adviser and Broker to the Company for the purposes of the AIM Rules. The Company has agreed to pay ZAI a fee of £40,000 per annum for its services as Nominated Adviser and Broker under this agreement, such annual fee to be paid quarterly in advance, with the first such payment due and payable on Admission. The fees will be reviewed annually. The agreement contains certain undertakings and indemnities given by the Company in respect of, inter alia, compliance with all applicable laws and regulations. The agreement is for an initial term of 12 months and may be terminated by either the Company or ZAI giving not less than 3 months’ notice, such notice not to expire earlier than the first anniversary of Admission. Either party may terminate the agreement at any time if the other party is in breach of its obligations under the agreement.

On 25 June 2008 the Company entered into a Warrant Agreement with ZAI for 60,000 Ordinary Shares in the Company at the issue price of US$1 per Ordinary share. The warrants may be exercised at any time over 5 years following Admission.

PART V ADDITIONAL INFORMATION

1. RESPONSIBILITY

1.1 The Directors, whose names appear on page 4 of this document, accept individual and collective responsibility for all the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.2 The business address of each of the Directors is shown on page 4 of this document, with their respective functions.

2. THE COMPANY

2.1 The Company was incorporated in the Cayman Islands as an exempted, public, limited liability, par value company on 23 November 2007 under the laws of the Cayman Islands under the name Tai Zi Capital Ltd. The Company is registered under number TR199887. The Company is governed by its memorandum and articles of association and the principal statute governing the Company is the Companies Law and the subordinate legislation thereunder.

2.2 The liability of the members of the Company is limited. The Company has an unlimited life. The Company is domiciled in the Cayman Islands, and has its registered office at One Capital Place, Fourth Floor, George Town, Grand Cayman KY1 1103, Cayman Islands. The telephone number of the Company is +852 3719

7300 Its principal place of business is at at Room 2204, 22nd Floor, Convention Plaza Office Tower, 1

Harbour Road, Wanchai, Hong Kong. Its website address is www.taizicapital.com. The information displayed on that website does not comprise any part of this document.

2.3 On Admission the Company will not have any subsidiary undertakings.

2.4 The authorised and issued share capital of the Company (all of which is fully paid up) as at the date of this document, and as it will be on Admission, is as follows:

As at the date of this document and on Admission

Ordinary Shares

Number Nominal Value (per share) Premium per share

Authorised 50,000,000 US$1.00 N/A

Issued 6,000,000 US$1.00 US$0.00

2.5 At the date of its incorporation the Company had an authorised share capital of US$50,000,000 divided into 50,000,000 Ordinary Shares of US$1.00 each, ranking pari passu in all respects, of which one Ordinary Share was issued at par to the subscriber to the memorandum of association of the Company, Trident Nominees (Cayman) Ltd, which subsequently transferred this share to Prince Asset.

2.6 The following is a summary of the changes in the authorised and issued share capital of the Company from its incorporation on 23 November 2007:

2.6.1 On 28 November 2007, Prince Asset was allotted and issued 499,999 Ordinary Shares at par. Please refer to the heading “Post Balance Sheet Events” in Part IV of this document for a summary of the other relevant changes to the Company’s share capital.

2.7 Cayman Islands law does not include statutory pre-emption rights in favour of existing shareholders applying in respect of the issue of new shares.

2.8 The Ordinary Shares are in registered and certified form. Following Admission, the Ordinary Shares may be delivered, held and settled in CREST by means of the Depositary Interests, details of which are set out in paragraph 10 of this Part V. The Company does not have in issue any securities not representing share capital and there are no outstanding convertible or redeemable securities issued by the Company and the Company has no present intention to issue any of the authorised but unissued share capital of the Company.

2.9 The Ordinary Shares have been created pursuant to the Companies Law.

2.10 The Company has the contractual capacity of a natural person and can borrow, guarantee and give security.

3. MEMORANDUM AND ARTICLES OF ASSOCIATION

Set out below is a summary of certain provisions of the Company’s constitutional documents. Persons seeking a detailed explanation of any provisions of Cayman Islands law or the difference between it and the laws of England and Wales, or any other jurisdiction with which they may be more familiar, should seek specific legal advice. The following summary is qualified in its entirety by reference to the full contents of the Company’s memorandum and articles of association.

3.1 Memorandum of Association

The Memorandum of Association of the Company provides that the objects of the Company (which are set out in clause 3 of the memorandum of association) are unrestricted and the Company shall have full power to carry out any object described in the memorandum of association or otherwise not prohibited by the Companies Law.

3.2 Articles of Association

The Articles of Association of the Company contain provisions, inter alia, to the following effect:

3.3 Voting rights

Subject to any rights or restrictions attached to any class of shares, on a show of hands every Shareholder who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative at a general meeting, shall have one vote and on a poll every Shareholder who (being an individual) is present in person or by proxy or, if a corporation or other non- natural person is present by its duly authorized representative, shall have one vote for every share registered in his name in the register.

3.4 Dividends

(i) Subject to the Companies Law, the Directors may declare dividends and distributions on shares in issue and authorise payment of the dividends or distributions out of the funds of the Company lawfully available therefor. No dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as otherwise permitted by the Companies Law.

(ii) Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amount paid or credited as paid on the shares that a Shareholder holds.

(iii) The Directors may deduct from any dividend or distribution payable to any Shareholder all sums of money (if any) then payable by him to the Company on account of calls or otherwise.

(iv) The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures, or debenture stock of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distributors of such specific assets and may determine that cash payments shall be made to any Shareholders upon the basis of the footing of the value so fixed in order to adjust the rights of all Shareholders and may vest any such specific assets in trustees as may seem expedient to the Directors.

(v) Any dividend, distribution, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through by post directed to the registered address of the holder or, in the case of joint holders, to the holder who is first named on the Register of Shareholders or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the share held by them as joint holders.

(vi) No dividend or distribution shall bear interest against the Company.

3.5 Winding-up

(i) If the Company shall be wound up, and the assets available for distribution amongst the Shareholders shall be insufficient to repay the whole of the paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Shareholders 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 respectfully. If in a winding up the assets available for distribution amongst the Shareholders shall be more than sufficient to repay the whole of the capital at the commencement of the winding up, the excess shall be distributed amongst the Shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, on the shares held by them respectfully. This paragraph (i) is without prejudice to the rights of the holders of shares issued upon special terms and conditions.

(ii) If the Company shall be wound up the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Companies Law, divide amongst the Shareholders in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any asset upon which there is a liability.

3.6 Transfers

(i) Shares are freely transferable subject as hereinafter provided. The Directors may, in their absolute discretion, decline to register any transfer of a share without assigning the reason therefore. If the Directors refuse to register a transfer they shall notify the transferee within two months of such refusal.

(ii) The instrument of transfer of any share shall be in writing and shall be executed by or on behalf of transferor and the transferor shall be deemed to be the holder of a share until the name of the transferee is entered in the register in respect thereof.

(iii) The registration of transfers may be suspended at such time and for such periods as the Directors may from time to time determine provided always that such registration shall not be suspended for more than fifty-five days in any year.

3.7 Variation of Share Capital

(i) Subject to the Companies Law, the Company may by ordinary resolution alter or amend its memorandum of association otherwise than with respect to its name and objects and may, without restricting the generality of the foregoing:

(ii) increase the share capital by such sum to be divided into shares of such amount as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;

(iii) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(iv) by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum of Association or into shares without par value; and

(v) cancel any shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person.

3.8 Variation of Rights

If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of at least three-

quarters of the issued shares of that class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of that class.

3.9 General Meetings

(i) The Company may hold an annual general meeting, but shall not (unless required by the Companies Law) be obliged to hold an annual general meeting if the Company is “exempted” as such terms are defined in the Companies Law. The Company as at the date hereof is an exempted company.

(ii) The Directors may call general meetings, and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.

(iii) The Directors may whenever they think fit, and shall on the requisition of Shareholders of the Company holding at the date of deposit of the requisition not less than one tenth (1/10) in par value of the paid up capital of the Company as at that date carries the right of voting at general meetings of the Company, proceed to convene a general meeting of the Company.

(iv) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the Company and may consist of several documents in like form each signed by one or more requisitionists.

(v) If the Directors do not within twenty-one days from the date of the deposit of the requisition duly proceed to convene a general meeting, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said twenty-one days.

(vi) At least five days’ notice shall be given of an annual general meeting or any other general meeting.

Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner mentioned below or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting, by all the Shareholders entitled to attend and vote thereat (or their proxies); and

(b) in the case of any other general meeting, by a majority in number of the Shareholders having a right to attend and vote at the meeting, being a majority together holding not less than 75 per cent. in par value of the shares giving that right.

(vii) The accidental omission to give notice of a general meeting to, or the non-receipt of notices of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.

(viii) No business shall be transacted at any general meeting unless a quorum is present. Two Shareholders being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative shall be a quorum unless the Company has only one Shareholder entitled to vote at such general meeting in which case the quorum shall be that one Shareholder present in person or by proxy or (in the case of a corporation or other non-natural person) by a duly authorised representative.

(ix) A resolution (including a special resolution) in writing (in one or more counterparts) signed by all Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.

(x) If a quorum is not present within half an hour from the time appointed for the meeting, the meeting, if convened upon the requisition of Shareholders, shall be dissolved and in any other case it shall

stand adjourned to the same day in the next week at the same time and place or to such other day, time or such other place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Shareholders present shall be a quorum.

(xi) The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

(xii) If at any general meeting no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.

(xiii) The chairman may, with the consent of a meeting at which a quorum is present, (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.

(xiv) A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Shareholder or Shareholders collectively present in person or by proxy demand a poll.

(xv) Except as provided in (vii) if a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

(xvi) In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the general meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

(xvii) A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the general meeting directs and any business other than that upon which a poll has been demanded or is contingent thereon may be proceeded with pending the taking of the poll.

3.10 Directors

(i) The Company may by ordinary resolution appoint any person to be a Director or may by Ordinary

Resolution remove any Director.

(ii) The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the articles as the maximum number of Directors.

(iii) Subject to the provisions of the Companies Law, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors (or a sole Director if only one is appointed) who may exercise all the powers of the Company.

(iv) The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director.

(v) A Director or alternate Director shall, at any time, summon a meeting of the Directors by at least two days notice in writing to every Director or alternate director.

(vi) Subject to the provisions of the articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an

equality of votes, the chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.

(vii) A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

(viii) A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

(ix) A Director or alternate director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.

(x) A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

(xi) No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested, be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

(xii) A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

3.11 Borrowing powers

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

3.12 Issue of Shares

Subject to the provisions, if any, in the Memorandum of Association (and to any direction that may be given by the Company in general meeting) and without prejudice to any previously conferred on the holders of existing shares, the Directors may allot, issue, grant options over or otherwise dispose of shares (including fractions of a share) with or without preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper.

3.13 Pre-emption Rights

There is no provision of Cayman Islands law or the articles which confer rights of pre-emption upon the issue or sale of any shares in the Company.

3.14 Corporate Governance

There is no applicable regime of corporate governance to which directors of a Cayman Islands company must adhere over and above the general fiduciary duties and duties of care, diligence and skill imposed on such directors under Cayman Islands law.

3.15 Minority Purchase Rights

The Ordinary Shares are subject to the compulsory acquisition provisions set out in section 88 of the Companies Law. Under these provisions where an offeror makes a takeover offer and within four months of making the offer it has been approved by the holders of not less than 90 per cent. in value of the shares to which the offer relates, that offeror is entitled to acquire compulsorily from dissenting shareholders those shares which have not been acquired or contracted to be acquired on the same terms as under the offer.

3.16 Change in Control

There are no provisions in the Articles which would have the effect of delaying, deferring or preventing a change of control of the Company except as may arise under the paragraph headed (“Transfers”) in paragraph 3.6 above.

4. PREMISES

4.1 The company neither leases nor owns any properties at the date of this document.

5. DISCLOSURE OF INTERESTS

Directors’ and other interests

5.1 As at the date of this document and at Admission, the interests of the Directors and as far as they are aware having made due and careful enquiries, of persons connected with the Directors (within the meaning of section 252 of the Act), in the share capital of the Company, all of which interests are beneficial, are as follows:

At the date of this Immediately following

document Admission

Number of Percentage of Number of Percentage of

Ordinary Issued Ordinary Ordinary Issued Ordinary

Shares Share Capital Shares Share Capital

Lawrence Man Kwan NG¹	19,920 ²	0.33% ³	19,920 ²	0.33% ³
Jen-Ching CHEN¹	206,218 ²	3.44% ³	206,218 ²	3.44% ³

¹These figures reflect Mr Chen’s and Mr Ng’s beneficial interests in Ordinary Shares, through Mr Chen’s interests in,

0.01 per cent. of the shares in Uni-President Enterprises Corp., 0.16 per cent. of the shares in Prince Housing and

4.00 per cent. of the shares in Prince Asset; and Mr Ng’s interest in 0.40 per cent. of the shares in Prince Asset. Uni-President Enterprises Corp., owns a 10.40 per cent. interest in the shares of Prince Housing which owns 87.60 per cent. of the shares in Prince Asset which owns 83.00 per cent. of the shares in the Company.

²These figures have been rounded to the nearest whole number.

³These figures have been rounded to two decimal places.

5.2 Save as disclosed in paragraph 5.1 above, none of the Directors nor any member of their respective immediate families, nor any person connected with them within the meaning of section 252 of the Act, is interested in the share capital of the Company or has a related financial product (as defined in the AIM Rules) referenced to the Ordinary Shares.

5.3 As at the date of this document and as at Admission, none of the Directors holds or shall hold any options to subscribe for Ordinary Shares, nor warrants exercisable into Ordinary Shares in the Company.

5.4 As at the date of this document and as at Admission, none of the Directors holds any securities convertible into Ordinary Shares in the Company.

5.5 Save for the service agreements and letter of appointment referred to in paragraph 8 of this Part V, there are no agreements, arrangements or understandings (including compensation agreements) between any of the Directors or Shareholders or connected with or dependent upon Admission.

6. SUBSTANTIAL SHAREHOLDERS

6.1 In addition to the Directors’ interests described in paragraph 5.1, the Company is aware of the following holdings of Ordinary Shares which as at the date of this document and at Admission, represent three per cent. or more of the issued share capital of the Company.

At the date Immediately

of this document following Admission

Number of Existing Ordinary Shares

Percentage of Issued Share Capital

Number of Ordinary Shares

Percentage of Issued Share Capital

Prince Asset

Evolution Master Fund Ltd SPC, Segregated Portfolio M

500,000

Nil

100%

Nil

4,980,000

240,000

83%

East Prosperity Corporation

Nil

540,000

6.2 Save as disclosed in paragraph 6.1, the Directors are not aware of any holdings of Ordinary Shares as at the date of this document and immediately following Admission which represent three per cent. or more of the issued share capital of the Company or which, directly or indirectly, jointly or severally, exercises or could exercise control over the Company.

7. ADDITIONAL INFORMATION ON THE DIRECTORS

7.1 In addition to that in respect of the Company, the Directors currently hold the following directorships and are partners in the following partnerships and hold the following directorships and have held the following directorships and have been partners in the following partnerships within the five years prior to the publication of this document:

Former Directorships or interests in partnerships held in

Director Current Directorships or interests in partnerships last five years

Jen-Ching CHEN Amida Trustlink Assets Management Co., Ltd. Grand Commercial Bank

BioSun Technology Co., Ltd. Howard Beach Resort Kenting Nanmat Technology Co., Ltd. Nantex Industry Co., Ltd.

Prince Apartment Management Maintain Corp. Ltd. Prince Housing & Development Corp

Prince Security Service Corp. Ltd.

Prince Water & Electricity Engineering Corp. Southern Science Joint Development Company Ta Chen Construction & Engineering Corp.

The Splendor Hospitality International Co., Ltd. Time Square International Hotel Corp.

Lawrence Man Prince Asset Management Co., Limited

Kwan NG Micro Asset Management Co., Limited

Regent Consulting Ltd. (BVI)

David Thomas Arko Holdings plc China Medstar Limited

Jarlway Holdings plc China Shoto plc

China Western Investments plc

No Director has:

7.1.1 any unspent convictions in relation to indictable offences; or

7.1.2 been bankrupt or the subject of an individual voluntary arrangement, or has had a receiver appointed to any asset of such Director; or

7.1.3 been a director of any company which, while he was a director or at any time within 12 months after he ceased to be a director, had a receiver appointed or went into compulsory liquidation, creditors’

voluntary liquidation, administration or entered into a company voluntary arrangement or made any composition or arrangement with its creditors generally or with any class of its creditors; or

7.1.4 been a partner of any partnership which, while he was a partner or at any time within 12 months after he ceased to be a partner, went into compulsory liquidation, administration, entered into a partnership voluntary arrangement or had a receiver appointed to any partnership asset; or

7.1.5 had any public criticism by any statutory or regulatory authorities (including recognised professional bodies) or has been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.

8. DIRECTORS’ SERVICE AGREEMENTS AND LETTER OF APPOINTMENT

8.1 The following are particulars of the Directors’ service agreements and letter of appointment with the

Company:

8.2 Executive Directors

8.2.1 Lawrence Man Kwan NG, Service Agreement

Mr. Ng has entered into a service agreement with the Company on 25 June 2008 which is conditional on Admission. Pursuant to the service agreement, Mr. Ng is appointed as an executive director of the Company. The service agreement has an initial term of 12 months following which it can be terminated by either party giving not less than six month’s written notice such notice to be given no earlier than the end of the initial 12 month term. Pursuant to the service agreement, Mr. Ng shall exercise the powers and functions and perform the duties assigned to him from time to time by the Board and as are appropriate to his position. Under the service agreement, Mr. Ng’s remuneration is £10,000 per annum. Mr. Ng may also be paid a discretionary bonus as determined from time to time by the Remuneration Committee to be established by the Company as described in paragraph 14 of Part II of this document. In addition, Mr. Ng shall be entitled to such other benefits as may be accorded to him by the Remuneration Committee from time to time. In the event of its termination, the service agreement contains certain restrictions on Mr. Ng’s ability to compete with the business of the Company and to solicit its employees.

8.2.2 Jen-Ching CHEN, Service Agreement

Mr. Chen has entered into a service agreement with the Company on 25 June 2008 which is conditional on Admission. Pursuant to the service agreement Mr. Chen is appointed as Chairman and executive director of the Company. The service agreement has an initial term of 12 months following which it can be terminated by either party giving not less than six month’s written notice such notice to be given no earlier than the end of the initial 12 month term. Pursuant to the service agreement, Mr. Chen shall exercise the powers and functions and perform the duties assigned to him from time to time by the Board and as are appropriate to his position. Under the service agreement, Mr. Chen’s remuneration is £10,000 per annum. Mr. Chen may also be paid a discretionary bonus as determined from time to time by the Remuneration Committee to be established by the Company as described in paragraph 14 of Part II of this document. In addition, Mr. Chen shall be entitled to such other benefits as may be accorded to him by the Remuneration Committee from time to time. In the event of its termination, the service agreement contains certain restrictions on Mr. Chen’s ability to compete with the business of the Company and to solicit its employees.

8.3 Non-Executive Director

8.3.1 Mr. David Thomas

Mr. Thomas has entered into a letter of appointment with the Company on 25 June 2008 which is conditional on Admission. Mr. Thomas shall receive a director’s fee of £25,000 gross per annum payable monthly in arrears. The agreement is to continue until terminated by either party on not less than three month’s written notice by either party in the first six months of appointment, and then not less than six month’s written notice by either party thereafter. Mr. Thomas agrees to serve on such committees of the Company as he shall be appointed to which as at the date of this document comprise the AIM Rules compliance, audit, nomination and remuneration committees.

8.4 The aggregate remuneration paid and benefits in kind granted to the Directors for the year ended 31

December 2007 was Nil. It is estimated that the aggregate remuneration to be paid and benefits in kind to be granted to the Directors for the year ending 31 December 2008, under the arrangements in force at the date of this document and to be in force upon Admission, will amount to the sum of approximately £45,000.

8.5 There are no existing or proposed service contracts between any of the Directors which provide for benefits upon termination of employment.

9. MATERIAL CONTRACTS

9.1 The following contracts, not being entered into in the ordinary course of business have been entered into by the Company since the date of its incorporation on 23 November 2007 and are or may be material in the context of the Company’s business:

9.1.1 A Nominated Adviser and Broker Agreement dated 20 December 2007 between (1) the Company and (2) ZAI pursuant to which the Company has appointed ZAI to act as Nominated Adviser and Broker to the Company for the purposes of Admission. The Company has agreed to pay ZAI a fee for its services in connection with Admission and has agreed to issue ZAI with warrants to subscribe for up to 60,000 Ordinary Shares at the issue price of US$1 per Ordinary Share. Details of the Warrant Instrument appear at paragraph 9.1.4 below. The agreement contains certain undertakings and indemnities given by the Company in respect of, inter alia, compliance with all applicable laws and regulations.

9.1.2 A Nominated Adviser and Broker Agreement dated 20 December 2007 between (1) the Company and (2) ZAI pursuant to which the Company has appointed ZAI to act as ongoing retained Nominated Adviser and Broker to the Company for the purposes of the AIM Rules. The Company has agreed to pay ZAI a fee of £40,000 per annum for its services as Nominated Adviser and Broker under this agreement, such annual fee to be paid quarterly in advance, with the first such payment due and payable on Admission. The fees will be reviewed annually. The agreement contains certain undertakings and indemnities given by the Company in respect of, inter alia, compliance with all applicable laws and regulations. The agreement is for an initial term of 12 months and may be terminated by either the Company or ZAI giving not less than 3 months’ notice, such notice not to expire earlier than the first anniversary of Admission. Either party may terminate the agreement at any time if the other party is in breach of its obligations under the agreement.

9.1.3 A Lock-In and Orderly Market Deed dated 25 June 2008 between ZAI (1); the Company (2); and Prince Asset (as defined Locked-in Shareholder) where the Locked-in Shareholder has agreed not to sell or otherwise dispose of its Ordinary Shares (a) without the prior written consent of ZAI 12 months from the date of Admission; and (b) for a period of 24 months from Admission without ZAI’s consent, dispose of such shares other than through ZAI or such replacement firm subject to being offered terms as to price and rates of commission at least as favourable as those being offered by any other broker at that time.

9.1.4 A Warrant Instrument dated 25 June 2008 between the Company and ZAI granting ZAI the right to subscribe for up to 60,000 Ordinary Shares at the issue price of US$1 per Ordinary Share. The warrants may be exercised at any time over 5 years following the date of Admission.

9.1.5 An Office Sharing Agreement dated 1 March 2008 between Prince Asset (1) and the Company (2) where Prince Asset has agreed to make available office space, equipment and other office facilities with the Company and the parties agree to share such costs in accordance with the terms of the agreement in each case with effect from 1 March 2008.

9.1.6 A Depositary Agreement dated 25 June 2008 between the Company and the Depositary (the “Depositary Agreement”) under which the Company has appointed the Depositary to issue the DIs on the terms of the Deed Poll and to provide certain other services in connection with the DIs, are as follows:

9.1.6.1 The Depositary agrees to provide the Company with certain depositary and custodian services under the Depositary Agreement (the “Depositary and Custodian Services”) with reasonable skill and care and in accordance with the FSMA and the CREST Regulations. The

services include compliance with the provisions of the Deed Poll, maintaining a depositary interest register and dealing with routine correspondence with holders of DIs.

9.1.6.2 The Depositary Agreement shall be for an initial fixed term of one year and may thereafter be terminated by either party giving to the other not less than six months’ notice. The agreement may also be terminated in certain other circumstances.

9.1.6.3 The Company agrees to provide to the Depositary all information, data and documentation reasonably required by the Depositary to carry out the Depositary and Custodian Services. Each party gives certain undertakings in relation to compliance with relevant data protection legislation. The Depositary is entitled, by serving prior written notice on the Company, to amend the terms of the Depositary Agreement if it is reasonably necessary to do so in order to reflect any change to CREST’s services or to the law.

9.1.6.4 The Depositary is to indemnify the Company against any loss arising as a result of the fraud, negligence or willful default of the Depositary (including agents engaged by the Depositary to carry out the Depositary and Custodian Services) or which arises out any breach of the terms of the Depositary Agreement or the Deed Poll. The Company agrees to indemnify the Depositary for certain matters arising out of the Depositary’s performance of the Depositary and Custodian Services.

9.1.6.5 The Company is to pay certain fees and charges including, among other things, an annual fee, a fee based on the number of DIs held in each month and certain CREST related fees. The Depositary is also entitled to recover from the Company the Depositary’s out of pocket fees and expenses incurred in connection with its performance of the Depositary and Custodian Services.

10. DEPOSITARY INTERESTS – TERMS OF THE DEED POLL

10.1 Holders of DIs will be bound by the terms of the Deed Poll, a summary of the principal terms of which is set out below:

10.1.1 The Depositary will hold (itself or through its nominated custodian), as bare trustee, the underlying securities issued by the Company and all and any rights and other securities, property and cash attributable to the underlying securities pertaining to the DIs for the benefit of the holders of the relevant DIs.

10.1.2 The holders of DIs warrant, among other things, that the securities in the Company transferred or issued to the custodian on behalf of the Depositary are free and clear of all liens, charges, encumbrances or third party interests and that such transfers or issues are not in contravention of the Company’s constitutional documents or any contractual obligation, law or regulation.

10.1.3 The Depositary and any custodian must pass on to DI holders and exercise on behalf of DI holders all rights and entitlements received or to which they are entitled in respect of the underlying securities which are capable of being passed on or exercised. Rights and entitlements to cash distributions, to information, to make choices and elections and to call for, attend and vote at meetings shall, subject to the terms of the Deed Poll, be passed on in the form which they are received together with any amendments and additional documentation necessary to effect such passing-on, or, as the case may be, be exercised in accordance with the terms of the Deed Poll.

10.1.4 The Deed Poll contains provisions excluding and limiting the Depositary’s liability. For example, the Depositary shall not be liable to any DI holder or any other person for liabilities in connection with the performance or non-performance of obligations under the Deed Poll or otherwise except as may result from its negligence or wilful default or fraud or that of any person for whom it is vicariously liable, provided that the Depositary shall not be liable for the negligence, wilful default or fraud of any custodian or agent which is not a member of its group unless it has failed to exercise reasonable care in the appointment and continued use and supervision of such Custodian or agent. Furthermore, the Depositary’s liability to a holder of DIs will be limited to the lesser of (a) the value of the Ordinary Shares and other deposited property properly attributable to the DIs to which the liability relates and (b) that proportion of £5,000,000 which corresponds to the portion which the amount the Depositary would otherwise be liable to pay to the DI holder bears to the aggregate of

the amounts the Depositary would otherwise be liable to pay to all such holders in respect of the same act, omission or event or, if there are no such amounts, £5,000,000.

10.1.5 The Depositary is entitled to charge DI holders fees and expenses for the provision of its services under the Deed Poll.

10.1.6 Each holder of DIs is liable to indemnify the Depositary and any custodian (and their agents, officers and employees) against all liabilities arising from or incurred in connection with, or arising from any act related to, the Deed Poll so far as they relate to the property held for the account of DIs held by that holder, other than those resulting from the willful default, negligence or fraud of the Depositary, or the custodian of the same group, unless the Depositary shall have failed to exercise reasonable care in the appointment and continued use and supervision of such custodian or agent.

10.1.7 The Depositary may terminate the Deed Poll by giving not less than 90 days’ notice. During such period, DI holders may cancel their DIs and withdraw their deposited property and, if any DIs remain outstanding after termination, the Depositary must, among other things, deliver the deposited property in respect of the DIs to the relevant DI holders or, at its discretion sell all or part of such deposited property. It shall, as soon as reasonable practicable, deliver the net proceeds of any such sale, after deducting any sums due to the Depositary, together with any other cash held by it under the Deed Poll pro rata to holders of DIs in respect of their DIs.

10.1.8 The Depositary or the custodian may require from any holder or former or prospective information as to the capacity in which DIs are owned or held and the identity of any other person with any interest of any kind in such DIs or the underlying Ordinary Shares and the holders are bound to provide such information requested. Furthermore, to the extent that, among other things, the Company’s constitutional documents require disclosure to the Company of, or limitations in relation to, beneficial or other ownership of, or interests of any kind whatsoever, in the Company’s securities, the holders of DIs are to comply with such provisions and with the Company’s instructions with respect thereto.

10.1.9 It should also be noted that holders of DIs may not have the opportunity to exercise all of the rights and entitlements available to holders of Ordinary Shares including, for example, the ability to vote on a show of hands. In relation to voting, it will be important for holders of DIs to give prompt instructions to the Depositary or its nominated custodian, in accordance with any voting arrangements made available to them, to vote the underlying Ordinary Shares on their behalf or, to the extent possible, to take advantage of any arrangements enabling holders of DIs to vote such Ordinary Shares as a proxy of the Depositary or its nominated custodian.

11. LITIGATION

The Company is not engaged in, nor so far as the Company is aware, has pending or is threatened by, any governmental, legal or arbitration proceedings which may have or have had since the date of its incorporation in 23 November 2007, a significant effect on the financial position or profitability of the Company.

12. WORKING CAPITAL

The Directors believe, having made due and careful enquiry and having regard to the cash resources available to the Company upon to Admission, the working capital available to the Company from the time of Admission will be sufficient for its present requirements, that is for at least 12 months from the date of Admission.

13. SIGNIFICANT AND MATERIAL CHANGES

Save as disclosed in Parts II, IV and this Part V of this document, there has been no significant change in the financial or trading position of the Company since the date of its incorporation on 23 November 2007.

14. INTELLECTUAL PROPERTY RIGHTS

14.1 Apart from the registration of the domain name set out in paragraph 2.2 of this Part V, the Company does not currently have any registered intellectual property rights.

14.2 Save for the rights referred to in paragraph 14.1 above, there are no other intellectual property rights, know- how, licences or other intellectual property and/or know-how related contracts that are of a fundamental importance to the Company’s business.

15. GENERAL

15.1 The expenses of, and incidental to, Admission, including advisory fees, registration, and Admission fees, printing, advertising and distribution costs, legal and accounting fees and expenses, are estimated to amount to approximately £260,000 (exclusive of VAT), and are payable by the Company.

15.2 Other than professional advisers (as disclosed in this document) and as disclosed in paragraph 9 of this Part

V no person has:-

15.2.1 received, directly or indirectly, from the Company within the 12 months preceding the date of this document; or

15.2.2 entered into contractual arrangements (not otherwise disclosed in this document) to receive, directly or indirectly, from the Company on or after Admission any of the following:

(i) fees totalling £10,000 or more;

(ii) securities in the Company with a value of £10,000 or more calculated by reference to the issue price or, in the case of an introduction, the expected opening price; or

(iii) any other benefit with a value of £10,000 or more at the date of this document.

15.3 No exceptional factors have influenced the Company’s activities.

15.4 The Directors are not aware of any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s prospects for the current financial year.

15.5 The Directors are not aware of any other information that they should reasonably consider as necessary for the investors to form a full understanding of: (i) the assets and liabilities, financial position, profits and losses, and prospects of the Company and the securities for which admission is being sought; (ii) the rights attached to those securities; and (iii) any other matter contained herein.

15.6 Save as disclosed in Part III of this document, the Directors are not aware of any environmental issues that may affect the Company’s utilisation of its tangible fixed assets.

15.7 The Company does not have any significant investments in progress.

15.8 Save as disclosed in Part V of this document, the Company has not entered into any related party transactions (being those set out in the Standards adopted according to the Regulation (EC) No. 1606/2002) since the date of its incorporation on 23 November 2007.

15.9 The Company does not have any employees as at the date of this document.

15.10 No financial information contained in this document is intended by the Company to represent or constitute a forecast of profits by the Company nor to constitute publication of accounts by it.

15.11 The Company’s accounting reference date is 31 December.

15.12 The Company has no administrative, management and supervisory bodies other than the Board and (with effect from Admission) the nomination committee, the remuneration committee and the audit committee, each of which have no members other than Directors of the Company.

15.13 No voting rights of any person differ from the voting rights of other persons holding Ordinary Shares.

15.14 Where information in this document has been sourced from a third party, the information has been accurately reproduced and so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

15.15 The ISIN for the Ordinary Shares is KYG866291050.

15.16 No person has made a public takeover bid, mandatory takeover bid, squeeze out or sell out, for the

Company’s issued share capital since the Company was incorporated on 23 November 2007.

15.17 Baker Tilly Hong Kong Limited have been the only auditors of the Company since its incorporation and were appointed on 25 June 2008. Baker Tilly Hong Kong Limited is a member of the Hong Kong Institute of Certified Public Accountants.

15.18 ZAI has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context which they appear.

15.19 Baker Tilly Hong Kong Limited has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context which they appear.

15.20 Baker Tilly Corporate Finance LLP has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context which they appear.

16. DOCUMENTS AVAILABLE

Copies of this document will be available free of charge from the registered office of the Company and the offices of Marriott Harrison, Staple Court, 11 Staple Inn Buildings, London WC1V 7QH, United Kingdom during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of this document until one month after Admission.

25 June 2008

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