The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement,
makes no representation as to its accuracy or completeness and expressly disclaims any liability
whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents
of this announcement.
NEW CAPITAL INTERNATIONAL INVESTMENT LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 062)
Connected Transaction – Change of Investment Manager
The board of Directors are pleased to announce that the Company entered into the New Agreement
with KBR Management Limited on 3 March 2008 whereby KBR has agreed to provide investment
management services to the Company for an initial term of three year from the effective date of its
appointment subject to the terms and conditions of the New Agreement.
The investment management agreement between the Company and Avanta Investment Management
Limited was terminated with effect from March 2008.
The Company has entered into the New Agreement with KBR on 3 March 2008 to appoint KBR as its
investment manager commencing on March 2008.
() The Company; and
Prior to the appointment and to the best of the Directors’ knowledge, information and belief, KBR is an
independent third party not connected with the Directors, chief executive or substantial shareholders of
the Company or any of its subsidiaries or an associate of any of them and has no previous relationship
with the Company before the entering into of the New Agreement.
3 March 2008
Terms of the New Agreement
KBR will be appointed as the investment manager of the Company commencing from March 2008
to provide investment management advice and all matters relating to the Company’s listing status and
regulations in relation to Listing Rules and Corporate Governance to the Company.
The New Agreement shall be for an initial term of three years, subject to renewal for a term of three years
on the terms and conditions to be agreed by KBR and the Company. The investment management fee
shall be HK$400,000 per annum, payable quarterly in advance. Apart from the investment management
fee, there is no other variable fee payable under the New Agreement.
Reasons for the entering into the New Agreement
The Directors consider that the investment experience of KBR is relevant to the investment strategies of
the Company and are of the view that its expertise will be beneficial to the Company and its shareholders
as a whole. The directors of KBR have extensive experience in managing different private equity funds,
which have diversified investments in different sectors and different regions. The Company considers
such experience is relevant to the Company’s investment strategies in pursuing capital appreciation of
the assets through investments in money market securities and investments in listed and/or unlisted
companies. The Directors are also of the view that the terms of the New Agreement are normal
commercial terms and the investment management fee is comparable to other independent third parties
in the market and is fair and reasonable.
Information on the Company
The principal activity of the Company is to act as investment holding company holding equity investments
primarily in companies or other entities with business interests or involvement in the PRC and/or Hong
Information on KBR
KBR, a company incorporated in Hong Kong with limited liability under the Companies Ordinance
on 24 August 2007, is principally engaged in the business of provision of financial and investment
advisory services to clients on direct investment projects and is a deemed licensed corporation to carry
out Type 4 (advising on securities), Type 6 (corporate finance) and Type 9 (asset management) regulated
activities under the SFO.
KBR will provide New Capital investment management services in relation to New Capital’s portfolio of
investments. It will also avail its experience, advice and assistance with respect to the evaluation of, and
recommendations concerning potential investments and the making and implementation of investment
and realization decisions. In the due course, the services provided will cover advising services of stock
investment and corporate restructuring.
The sole shareholder of KBR is Mr. Kwan Bo Ren and to the best of the Directors’ knowledge, information
and belief having made all reasonable enquiry, ultimate beneficial owners of KBR are independent third
parties not connected with the Company and its connected persons (as defined under the Listing Rules).
The board of directors of KBR includes Mr. Kwan Bo Ren and Ms. Lau Yin Wing.
Set out below are the biographies of the selected executive directors of KBR:
Mr. Kwan Bo Ren ( ), holds a degree from the University of Nottingham, United Kingdom.
After graduation, he joined KPMG London for seven years and was qualified as an UK Chartered
Accountant. He is a licensed person for the regulated activities of advising on securities, corporate
finance and asset management under the SFO since 994. Mr. Kwan has over 0 years of investment
management experience and possesses extensive knowledge of the China market. He had been with ING
Group from July 994 to August 2007 and was the CFO of ING Real Estate Asia before leaving. He was
responsible for the Fund Development Department to develop new fund products and the development
of the China domestic real estate fund market.
Ms. Lau Yin Wing ( ), holds a master’s degree in business administration from University of
Warwick from England. Before joining KBR, Ms. Lau has been worked in ING Group for over 8 years,
she was responsible for the operational aspect of ING Group’s fund management business covering fund
administration, investment monitoring, finance and compliance works. Ms. Lau is a licensed person for
the regulated activities of advising on advising on securities, corporate finance and asset management
under the SFO since August 2004.
The directors of KBR had been the responsible officers of ING Real Estate (Asia) Limited which was the
investment manager of the Company from April 994 to August 2006. During the period, Mr. Kwan and
Ms. Lau were responsible for the fund management work of various private equity funds of ING Real
Estate, they were also the persons responsible for the investment management work of New Capital.
Termination of the original investment management agreement
Avanta Investment Management Limited was appointed as the investment manager of the Company for a
term of three years from September 2006 which will expire on 3 August 2009. The Company received
a resignation letter from Avanta dated 28 January 2008 which stated that it has no disagreement with or
claims to the Company. The Directors are not aware of the reasons leading to the resignation of Avanta
and any matter related to the resignation that should be brought to the attention of the Shareholders.
Upon the appointment of KBR as investment manager of the Company under the New Agreement,
the appointment of Avanta Investment Management Limited as investment manager of the Company
under the original investment management agreement was terminated with effect from March 2008
accordingly. No penalty will be imposed against the Company for such early termination.
KBR shall be deemed as a connected person of the Company pursuant to Rule 2.3 of the Listing
Rules upon the New Agreement becoming effective. The investment management fee to be paid by the
Company to KBR is HK$400,000 per annum which is less than HK$0,000,000 and 2.5% in respect
of each of the percentage ratios (other than the profits ratio) prescribed under Rule 4.07 of the Listing
Rules. The transaction contemplated under the New Agreement is subject to reporting and announcement
requirement but exempt from independent shareholders’ approval requirements pursuant to Rule 4A.34
of the Listing Rules.
The Directors (including the independent non-executive Directors) consider the terms of the New
Agreement has been entered into on normal commercial terms and in the ordinary and usual course of
business of the Company and that the terms of the New Agreement are fair and reasonable so far as
the Company and its shareholders are concerned.
As at the date of this announcement, the members of the Board are Mr. Liu Xiao Guang, Mr. Cheng
Bin Ren, Mr. Lawrence H. Wood, Mr. Liu Xue Min, Mr. Shi Tao, Mr. To Chun Kei, Mr. Fung Tze Wa
and Mr. Kwong Chun Wai Michael.
“Company” New Capital International Investment Limited, a company incorporated
in the Cayman Islands with limited liability which shares are traded
on the Stock Exchange
“Directors” the directors of the Company
“Hong Kong” the Hong Kong Special Administrative Region of the People’s
Republic of China
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
“New Agreement” the investment management agreement dated 3 March 2008 between
the Company and KBR
“SFO” Securities and Futures Ordinance (Chapter 57 of the Laws of Hong
“Shareholder(s)” The shareholder(s) of the Company
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“KBR” KBR Management Limited, a company incorporated in Hong Kong,
with limited liability and a licensed corporation registered under the
By Order of the Board of Directors of
New Capital International Investment Limited
Lawrence H Wood
Hong Kong, 5 March 2008