Questions Mr. Y. K. Chan has asked for your professional advice. Please write a report to him discussing the matters he should consider, in particular related to:

Board structure and styles

Mr. Chan might be interested in some of the following points: Board structure, e.g. independent NEDs & board committees Board style, e.g. Involvement of the board

Shareholdings According to a Hong Kong financial information company the balance of shareholdings in ABC at present is: Goldbarb (a company registered in Bermuda) 39.8% Transelec (a company incorporated in Australia) 15.6% Public shareholdings Institutional investor (1) 8.8% Other institutional investors (6) 10.2% Other investors 25.6% 44.6% 100% The investment report states that Goldbarb is the holding company for the founding family's investment in ABC and that Transelec is the Australian joint venture partner. Transelec is the wholly owned subsidiary of a company incorporated in Delaware in the United States and listed on the New York Stock Exchange. Share price history The floatation in 1997 the ABC share price had risen from 19.80p per share to 63.5p, with an 11% growth over the year 2004. Board of directors The latest annual report states that the board had eight members: Executive directors Alan K M. Yau Peter Y. M. Chow Charles K. K. Lau Johnny Y. K. Ho Dr. Andy H. S. Woo Rebecca H. S. Sun President Vice President Director Operations Director Finance Director Development Director Personnel Independent non-executive directors Abraham P. K. Lau Frederick W. L. Ho Your task Mr. Y. K. Chan has sought your advice. He is a qualified accountant, employed as the Finance Director of Dim Sum Ltd; a Hong Kong listed company in the food industry. Mr. Y. K. Chan has been asked by Mr Alan K.M.Yau, the Chairman of ABC International (another Hong Kong listed company), whether he would consider joining the board of ABC as an independent non- executive director. The Chairman also suggested that Mr. Chan should join the company's audit committee. Ho, the Mr. Chan tells you that he does not know the Chairman of ABC very well. He was introduced to him by Mr Johnny Y. Finance Director, who serves with Mr. on a committee of Hong Kong Institute of Certified Public Accountants. Mr. Chan subsequently had dinner with Mr Yau (chairman) at the China Club, where the growth of ABC, its current activities, and its prospects for the future were described. Mr. Chan is an executive director of Dim Sum, but has no other experience of serving on boards of directors. He holds no shares in ABC, but would be prepared to invest up to HK$100,000. He believes that his wife's father also has some ABC shares. As far as he knows Dim Sum does not have business dealings with ABC, although he thinks the Dim Sum internal communications system uses ABC Shareholdings According to a Hong Kong financial information company the balance of shareholdings in ABC at present is: Goldbarb (a company registered in Bermuda) 39.8% Transelec (a company incorporated in Australia) 15.6% Public shareholdings Institutional investor (1) 8.8% Other institutional investors (6) 10.2% Other investors 25.6% 44.6% 100% The investment report states that Goldbarb is the holding company for the founding family's investment in ABC and that Transelec is the Australian joint venture partner. Transelec is the wholly owned subsidiary of a company incorporated in Delaware in the United States and listed on the New York Stock Exchange. Share price history The floatation in 1997 the ABC share price had risen from 19.80p per share to 63.5p, with an 11% growth over the year 2004. Board of directors The latest annual report states that the board had eight members: Executive directors Alan K M. Yau Peter Y. M. Chow Charles K. K. Lau Johnny Y. K. Ho Dr. Andy H. S. Woo Rebecca H. S. Sun President Vice President Director Operations Director Finance Director Development Director Personnel Independent non-executive directors Abraham P. K. Lau Frederick W. L. Ho Your task Mr. Y. K. Chan has sought your advice. He is a qualified accountant, employed as the Finance Director of Dim Sum Ltd; a Hong Kong listed company in the food industry. Mr. Y. K. Chan has been asked by Mr Alan K.M.Yau, the Chairman of ABC International (another Hong Kong listed company), whether he would consider joining the board of ABC as an independent non- executive director. The Chairman also suggested that Mr. Chan should join the company's audit committee. Ho, the Mr. Chan tells you that he does not know the Chairman of ABC very well. He was introduced to him by Mr Johnny Y. Finance Director, who serves with Mr. on a committee of Hong Kong Institute of Certified Public Accountants. Mr. Chan subsequently had dinner with Mr Yau (chairman) at the China Club, where the growth of ABC, its current activities, and its prospects for the future were described. Mr. Chan is an executive director of Dim Sum, but has no other experience of serving on boards of directors. He holds no shares in ABC, but would be prepared to invest up to HK$100,000. He believes that his wife's father also has some ABC shares. As far as he knows Dim Sum does not have business dealings with ABC, although he thinks the Dim Sum internal communications system uses ABC