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External sources (not reviewed)

[...] [...] listed company; liquidity and valuations [...] [...]

However, in order to manage the effect of certain limited operational expenses that are not covered by the proposed Management Fee, the Company proposes to introduce a new expense limitation provision whereby the Manager may waive, reduce or reimburse all or any portion of its Management Fee to ensure that the effect of establishment costs and Directors’ fees (which are not covered by the Management Fee) on any Fund’s expense levels does not exceed a predetermined level (with the proviso that the Manager may recoup any amounts waived, reduced or reimbursed within a 36 month period provided that total expenses, including such recoupment, do not exceed the predetermined level.

A few of the possible pathways of virus introduction onto the farm could be largely excluded as a result of the investigation, including introduction by contaminated fertile eggs (based on the evidence that suggested breeders on the farm were producing more than enough eggs to meet demand) and introduction by drinking water (as the water used for this purpose is reticulated town water).

Also, we increased investment in regulatory and compliance infrastructure in the US and incurred certain additional litigation costs in North America and Rest of Asia-Pacific.

Wing Tai has provided certain representations and warranties to the Purchaser, including that the audited consolidated net asset value of the Remaining Group as at the date of the Share Sale Completion will not be less than HK$1,129,350,000, calculated in accordance with accounting principles and practices adopted by Winsor in the preparation of the audited consolidated accounts of the Winsor Group for the year ended 31 December 2011 and on the basis that the Property is valued at HK$1,129,350,000 (which was the value used in the preparation of the audited consolidated accounts of the Winsor Group for the year ended 31 December 2011 which was based on an independent valuation of the Property by Jones Lang Lasalle Limited as at 31 December 2011 of Winsor's interest in Regent Centre, which included those units and carparks comprising the Property and other parts of Regent Centre, being Units 505-510, Tower B of Regent Centre, that will form part of the Distributed Businesses).

(b) the number of applications awaiting processing in each district with a District Council or District Lands Office

[...] [...] requirements, restrictions on certain types of [...]

1 The main items reported under ‘Other’ are certain property activities, unallocated investment activities, centrally held investment companies, gains arising from the dilution of interests in associates, the effect of changes in credit spread on the fair value of our own long-term debt designated at fair value, and HSBC’s holding company and financing operations.

(4) As per our random searches at the Land Registry in respect of the property and as confirmed by the Group, certain portions in both Towers A and B of the property have been mortgaged to Liu Chong Hing Bank Limited by Mortgage dated 28 January 2000 vide Memorial No.TW1333609; the Bank of Tokyo – Mitsubishi Limited by Mortgage dated 27 March 1997 vide Memorial No.TW1129536, CITIC Ka Wah Bank Limited by Mortgage and Rent Assignment both dated 30 November 2001 vide Memorial Nos.

[...] business (subject to certain circumstances [...] [...]

(a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment.

They also suggest some regulatory measures such as setting up certain standards and restrictions, establishing an accreditation system to ensure service quality, etc.

Overall gross profit margin dropped from 15.1% in the first-half of 2006 to 11.3% in the first-half of 2007, which was mainly attributable to: (i) copper fabrication accounted for a higher percentage of the Group’s turnover than before; however, its gross profit margin was not as high as that of the other business segments; (ii) in the first-half of 2006 the Group’s alumina trading business was particularly benefited from the absurdly high prices of alumina in the PRC market, thus the average selling price of alumina for that period was much higher than that of others; and (iii) the withstanding power of the Group to downside price adjustments of alumina was reduced because certain long-term sales contracts were ended in 2006.

(ix) on or before the Closing Date and the Option Closing Date (if any), there having been delivered to the Lead Manager certain legal opinions, in form and substance satisfactory to the Lead Manager, dated the Closing Date or the Option Closing Date, as the case may be and such other resolutions, consents, authorities and documents relating to the issue of the Convertible Bonds, as the Lead Manager may reasonably require.

The terms of the Escrow Agreement permit the Issuer to invest any funds credited to the Escrow Account in certain temporary cash investments.

All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member or the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

[...] [...] provide redress to certain past purchasers [...] [...]

[...] [...] authorised by the Directors in that behalf; and every instrument to which the seal shall be affixed shall be signed by one Director and the Secretary or some other person appointed by the Directors for the purpose or by two Directors Provided that the Directors may [...] [...]

These may include listing broker services, paying agent and other local representative services, accounting, audit, legal and other professional adviser services, company secretarial services, printing, publishing and translation services, and the provision and co-ordination of certain supervisorial, administrative and shareholder services necessary for operation of the Funds.

[...] [...] finalisation of various arrangements, [...]

Apart from certain presentational [...] [...]

(1) Interest on funds borrowed (provided certain conditions are satisfied) and rent of buildings or land occupied for the purpose of producing the profits.

Reference is also made to the announcements issued by Top Mix, TTM, TTM HK and Meadville on 25 March 2010 in relation to, among others, fulfillment of certain conditions to completion of the Transactions (the “Fulfillment of Conditions Announcement”), on 9 April 2010 in relation to, among others, completion of the Transactions, respectively (together, the “Announcements”) and to the announcement issued by Meadville Holdings (BVI) Limited on 29 April 2010 in relation to, among others, the deregistration of Meadville in the Cayman Islands and continuation into the British Virgin Islands.

The Sale of Goods Ordinance states at the time of sale and delivery but several writers, including Anson and Winfield, have argued, on the identical wording found in the Sale of Goods Act 1893, that it is only the time of delivery that is important.

The Net Asset Value Payment is subject to adjustment on the value of certain assets and liabilities, if their realisable values are different from the carrying amounts at the date of completion, within a two years period.

Overall gross profit margin fell from 11.2% in 2006 to 8.9% in 2007, primarily attributable to the facts that: (i) certain long-term sales contracts were ended in 2006 and thus affecting the Group’s withstanding power to cope with downward price adjustments of alumina and (ii) copper fabrication business, which margin was lower than those of other business segments, accounted for a larger portion of the Group’s total turnover in 2007.

Significant concentration of credit risk exists when counter-parties in financial instrument transactions significantly concentrate on one individual, or when there are a number of counter-parties in financial instrument transactions, but these counter-parties are engaged in similar business activities and have similar economic characteristics so that their abilities to perform contractual obligations would be concurrently affected in similar economic changes or other situations.

As the aggregate consideration payable under the Equity Interests Transfer Agreement and the Vehicle Transfer Agreement exceeds HK$1,000,000 and certain of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Equity Interests Transfer Agreement exceed 0.1% but all such applicable percentage ratios are below 5%, the entering into of the Equity Interests Transfer Agreement is only subject to the reporting and announcement requirement but is exempt from the independent shareholders’ approval requirements under Rule 14A.32 of the Listing Rules.

For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder.