1
The cash dividend is HK$7 per Share (or approximately US$13.55 per ADS).
2
Shareholders of record on 28 November 2008 ("Qualifying Shareholders") and ADS holders of record on 25 November 2008 ("Qualifying ADS holders") are entitled to receive the special dividend. Please refer to the Company's
Announcement dated 12 November 2008 for cut off time for depositing valid securities transfer for becoming Qualifying Shareholders and Qualifying ADS holders. By operation of the
Due Bills activated by the New York Stock Exchange, our ADSs will continue to trade with Due Bills until 3 December 2008. An ADS holder must hold the ADSs up to the ex-dividend date of 3 December 2008 to receive the dividend through operation of the Due Bills. You are advised to consult with your US broker or other US advisors on the consequence of ADSs trading with Due Bills.
3
On 2 December 2008, dividend warrants will be posted by our Hong Kong share registrar to Shareholders and dividend cheques will be posted by our ADS depositary to ADS holders.
4
Qualifying ADS holders will receive the special dividend in US$.
Qualifying Shareholders will receive the special dividend in HK$ unless written notifications are given to the Company that they wish to receive the dividend in US$ by 4:30 pm on 27 November 2008 (HK time) - please refer to the Company's Announcement dated 12 November 2008 for further details.
5
The Company will announce the rate on 28 November 2008.
6
Our ADS will be traded ex-dividend on 3 December 2008 and our Shares will be traded ex-dividend on 25 November 2008.
7
You will be entitled to the special dividend by virtue of being an ADS holder of record on 25 November 2008, but by operation of the Due Bills activated by the New York Stock Exchange, on selling the ADSs after 25 November 2008 your dividend entitlement is sold on with the ADSs through the Due Bills (i.e., your dividend entitlement will be embedded in the ADS trading price). You are advised to consult with your US broker or other US advisors on the consequence of ADSs trading with Due Bills.
8
If you buy ADSs trading with Due Bills after 25 November 2008 and hold them up to the ex-dividend date of 3 December 2008, your entitlement to the dividend arises on redemption of the Due Bills. You are advised to consult with your US broker or other US advisors on the consequence of ADSs trading with Due Bills.
9
No. Since by operation of the Due Bills activated by the New York Stock Exchange, any trading of the ADSs between 25 November 2008 to 3 December 2008 is with Due Bills which carry with them the entitlement to receive the dividend through redemption of the Due Bills and the ADS trading price during such period will have the special dividend embedded in it. You are advised to consult with your US broker or other US advisors on the consequence of ADSs trading with Due Bills.
10
Based on our audited accounts and relevant market and shareholder data, we believe that we were not a PFIC for U.S. federal income tax purposes with respect to the 2007 tax year.
11
Under the current practices of the Hong Kong Inland Revenue Department, no tax is payable in Hong Kong in respect of dividends paid by us. You will not be subject to Cayman Islands taxation on payments of dividends.
Subject to the following discussion, we anticipate that the special dividend will be a "qualified dividend" eligible for the capital gains tax rate in the United States. However, if we are classified as a passive foreign investment company ("PFIC"), the dividend will not be a "qualified dividend." The determination of PFIC status for the 2008 tax year can only be made at year end. A non-US corporation is classified as a PFIC if: (i) 75 percent or more of its gross income (including its pro rata share of gross income of any corporation of which it is considered to own 25 percent or more of the shares by value) in a taxable year is passive income, or (ii) if 50 percent or more of its assets by value (including its pro rata interest in the assets of any company of which it is considered to own 25 percent or more of the shares by value) produce, or are held for the production of, passive income. Retention of the Company's cash balance may cause the average value of our assets producing passive income to equal or exceed 50% for our 2008 taxable year.
Even if we are to be classified as a PFIC for the 2008 tax year, we should be able to rely on change of business exception under Section 1298(b)(3) of the U.S. Internal Revenue Code of 1986 and, in this regard, we confirm that we have received a private letter ruling from the U.S. Internal Revenue Service to this effect. However, our ability to rely on the private letter ruling depends on meeting certain factual conditions, including that we are not a PFIC for either of the two subsequent taxable years. As a result, if we rely on the change of business exception for 2008, we would become retroactively ineligible for such exception if we are found to be a PFIC for 2009 or 2010. We will not be able to inform you of such determination until early 2011. We suggest that investors take their own advice regarding the potential application of PFIC rules to the Company and any questions they may have on any U.S. tax arising therefrom.
12
In order to avoid PFIC status in 2009 (or 2010), we would need to ensure that less than 50% of the average value of our total assets in 2009 and 2010 is passive. Payment of the 2008 Special Dividend will substantially reduce our holdings of assets generating passive income and would improve our position in our determination of PFIC status for the 2009 tax year. However, we can provide no assurances that such reduction in passive assets necessarily will result in less than 50% of the average value of our total assets being passive in 2009 and 2010. We suggest that investors take their own advice regarding the potential application of PFIC rules to the Company and any questions they may have on any U.S. tax arising therefrom.