Representation Regarding Director's Emoluments, Pensions, Compensation for Loss of Office

REPRESENTATION REGARDING DIRECTOR'S EMOLUMENTS, PENSIONS, COMPENSATION FOR LOSS OF OFFICE, INTERESTS IN CONTRACTS OF SIGNIFICANCE, ARRANGEMENTS TO ACQUIRE SHARES, AND RELEVANT LOAN(S) MADE TO DIRECTORS

TO:Falcon Certified Public Accountant Limited

NAME OF COMPANY / : / [Company Name]LIMITED
DATE OF FINANCIAL STATEMENTS / : / For the year ended 31/12/2013

DIRECTOR'S EMOLUMENTS, PENSIONS AND COMPENSATION FOR LOSS OF OFFICE

I, Carl John Deddens, confirm that the total emoluments, pensions and compensation for loss of office receivable by me from or in respect of [Company Name] LIMITED or any of its subsidiaries which are required by the Companies Ordinance and the Rule Governing the Listing of Securities on the Stock Exchange of Hong Kong Ltd. for the year ended 31/12/2013were as follows:

Paid by
Holding Co. / Subsidiaries / Other Persons
1.DIRECTORS' EMOLUMENTS (note 1)
(a) For services as a director:
Fee
(b)In connection with the management of
the affairs of the company and its
subsidiaries:
(i) Salary
(ii) Performance-based or discretionary
bonus (note 2)
(iii) Expenses allowance
(iv) Contribution paid in respect of
myself under the pension
scheme (or retirement benefits scheme)
(c) Incentive payment for joining company
(d)Estimated money value of any other
benefits received by me otherwise
than in cash (please give details and basis
of valuation on the reverse side of this form)
2.DIRECTOR'S OR PAST DIRECTOR'S PENSIONS:
For services as a director
For other services (please give details on the reverse side of this form)
3.COMPENSATION TO DIRECTOR OR PAST
DIRECTOR FOR LOSS OF OFFICE (note 3)
For office as a director- contractual
- other
For other office- contractual
(please give details on the- other
reverse side of this form)
4.Emoluments waived (note 4): / Nil / Nil / Nil
TOTAL / Nil / Nil / Nil

* Please refer to the explanatory notes on the reverse side of this form.

I.Explanatory notes:

Note 1:The expression "emoluments", in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance less amounts actually spent on the expenses for which the allowance was made, any contribution paid in respect of the director under any pension scheme and the estimated money value of any other benefits received by the director otherwise than in cash (Section 161(2)), including, but not restricted to the following:

Company contributions to retirement benefit, medical aid, or other fund; accommodation allowance; home leave allowance; assets of the company used for the director's private use; share options granted; goods and services supplied by the company without charge or at below cost to the company.

Note 2: (a)Where a director is contractually entitled to bonus payments which are fixed in amount such payments are more in the nature of basic salary and accordingly should be disclosed under (1)(b)(i) and (1)(b)(iii)

(b)Where a director is contractually entitled to bonus payments which are determined as a percentage of turnover or profits of the Company or any of its subsidiaries, then such payments should be disclosed under (1)(b)(ii).

(c)The aggregate of bonuses paid or receivable by directors which are discretionary or are based on the Company’s, the Group’s or any member of the Group’s performance should exclude amounts disclosed in 1(c) and (3).

Note 3:The aggregate of compensation paid during such financial year or receivable by directors or past directors for the loss of office as a director of any member of the Group or of any other office in connection with the management of the affairs of any member of the Group distinguishing between contractual and other payments should exclude amounts disclosed in (1).

Note 4:Where a director has agreed to waive future emoluments, particulars of such waiver should be disclosed together with any waiver relating to emoluments which accrued during the past financial year. This applies in respect to emoluments from the Company or any of its subsidiaries or other persons.

II.Details in respect of:

1. Estimated money value of any other benefits received by me otherwise than in cash (Please give basis of valuation thereof):
Nil
2.Director’s or past director’s pensions for other services:
Nil
3.Compensation to director or past director for loss of other office:
Nil

RELEVANT LOAN(S)

1.I confirm that, at the period stated above, or at any time during the year/period ended on that date there were no loan(s) made by the Company to:

(a)me; or

(b)me as a director of the Company' holding company; or

(c)a body corporate in which I, at any time during the financial year, held (jointly or severally or directly or indirectly) a controlling interest; or

(d)(in the case the Company is listed or is a member of a group of companies of which a company is listed), a person connected * with (a) or (b) or a body corporate in which an individual connected with me has held a controlling interest.

In addition, there were no guarantee(s) entered into, or security(ies) provided by the Company in connection with the above loan(s) made by any person.

2.If such loan(s), guarantee(s) or security(ies) did exist, please detail below the following information:

Loan(s)

Name of the borrower /
Terms of the loan
Rate of interest
Security
Amount of principal and interest outstanding at the beginning of the period / N/A
Amount of principal and interest outstanding at the end of the period
Maximum amount outstanding during the period
Amount of interest which, having fallen due, has not been paid

Guarantee(s) or security(ies)

Name of the borrower /
The maximum liability of the Company under the guarantee or in respect of the security both at the beginning and end of the period / N/A
Any amount paid and any liability incurred by the Company for the purpose of fulfilling the guarantee or discharging the security

* Please refer to the Companies Ordinance section 161B(8) for detailed explanation.

INTEREST IN CONTRACTS OF SIGNIFICANCE

I confirm that, atthe period stated above, or at any time during the year/period ended on that date while I was a director, I had no material interests, either directly or indirectly, in any contract or proposed contract of significance in relation to the company's business which subsists with the Company or the Company's subsidiary or holding company or a subsidiary of the Company's holding company.

If such a contract did exist, please detail below the following information:

(1)Names of the parties to the

contract (other than the

company)

(2)Nature of the contract

(3)Nature of your interest in the

contract

ARRANGEMENTS TO ACQUIRE SHARES

I confirm that, at the period stated above, or at any time during the year/period ended on that date while I was a director, there were no arrangements to which the Company or the Company's subsidiary or holding company or a subsidiary of the company's holding Company was a party, to enable me to acquire shares in, or debentures of the company or any other body corporate.

If such an arrangement did exist, please detail below the following information:

(1)Details of the arrangement,

its effect and the parties

to it

(2)Number of shares entitled to

acquire:

(a)At the beginning of the

year/period (or date of

appointment as

director if later)

(b)At the end of the

year/period

(3)Number of shares acquired

during the year/period

pursuant to this arrangement

(Signature) Director

18 September 2014

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