SUMMARY. Capitalised terms are defined in the section headed Definitions.

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1 This summary aims to give you an overview of the information contained in this prospectus. As this is a summary, it does not contain all the information that may be important to you. You should read the whole document before you decide to invest in the Hong Kong Public Offer Shares. There are risks associated with any investment. Some of the particular risks in investing in the Hong Kong Public Offer Shares are summarised in the section headed Risk factors. You should read that section carefully before you decide to invest in the Offer Shares. Capitalised terms are defined in the section headed Definitions. BUSINESS OVERVIEW We are a Hong Kong-based integrated fine jewelry designer, manufacturer and related integrated service provider to jewelry retailers and wholesalers in the US and countries and territories in the Middle East, Europe and the Asia-Pacific region. Our business objective is to become a fine jewelry service provider providing our customers with a variety of fine jewelry products, together with supply-chain and management services, ranging from branding and product support, sales and marketing management, inventory management and technology support. Our products can be broadly categorised into (i) diamond jewelry products and (ii) diamond jewelry products with semi-precious and synthetic stones. Our products include rings, earrings, bracelet and bangle, pendant and brooch and necklace with a wide range of designs and styles. Our headquarters are located in Hong Kong with production support from the Panyu Plant. We also have business presences in London and New York to keep us abreast of the latest market trends and developments. We are also one of the foreign fine jewelry companies with a liaison office in India for purchase of diamond. COMPARATIVE ADVANTAGES We have the following comparative advantages: Leading player in the fine jewelry industry Based on the statistics for the total export of fine jewelry conducted by the Census and Statistics Department of Hong Kong and our actual results, the Directors believe that we are one of the largest fine jewelry exporters in Hong Kong to countries in the Middle East. In addition, as at the Latest Practicable Date, we had over 600 active customers around the world, which have had business relationships with us during the previous financial year. We have been engaging in the fine jewelry business since 1992 with an established business in Hong Kong and long-standing reputation amongst our customers and suppliers. All of these enable us to be in a good position to maintain and further strengthen our leading position in the fine jewelry industry. 1

2 Integrated customer-oriented business model Our business model, targeting different customer segments with different products and services, allows us to integrate into the business operation of our customers so as to create a closely allied business partnership. The Directors consider this cooperative relationship to be important to the growth of our business alongside the businesses of our customers. We constantly review both the scope and the quality of our services and products provided to our customers for the purpose of maintaining our competitiveness and improving the understanding of our customers requirements in their respective markets. Well-established sales and marketing network We have established business presences in London and New York. Our headquarters are in Hong Kong which coordinate all our sales and marketing activities. This enables us to collect the latest market trends in this industry. We also actively participate in tradeshows and exhibitions around the world in order to further strengthen our business network. During the financial year ended 31 March 2006, we attended 23 tradeshows and exhibitions around the world. We divide our target markets into four sales divisions, namely North and South America, the Middle East, Europe and Asian-Pacific countries, and have one division designated for selected customer segments. As at the Latest Practicable Date, we had over 20 sales and business development representatives stationed in our Hong Kong headquarters responsible for our target markets around the world. In order to provide prompt services to our customers, we had staffed the Panyu Plant with over 30 customer service representatives as at the Latest Practicable Date taking orders and answering enquiries from our customers via phone or via communications. Strategically located production facilities Our production facilities are strategically located at Panyu, Guangdong Province, which is the center of the fine jewelry manufacturing industry in Southern China. The location provides us with a secured source of labor, good infrastructure and a suitable environmental policy and efficient source of raw materials for our business operations. Sophisticated information technology platform We have equipped ourselves with an ORACLE enterprise resources planning system, which is believed to be one of the most sophisticated systems used by fine jewelry manufacturers of similar size in China. The system allows us to effectively control each step in the production and operation process. The integrated system also allows us to implement real-time control of the materials so that we can increase our production efficiency and minimize our working capital requirements. As such, it provides effective and timely information for management to make decisions. All of these allow us to conduct our business in a competitive manner. In January 2003, we launched a business-to-business portal which enables our customers to have updated information on the production process of their orders and the related purchase order handling and shipping arrangements as well as the latest statement of accounts. This information is important to our customers which are geographically diverse. 2

3 Experienced management team We have an experienced management team which focuses on different areas ranging from sales and marketing management, logistics and technology support, inventory management and branding and product support. Our sales teams are experienced in the jewelry markets in Hong Kong, the US, Europe, the Middle East and Japan. Our founder, Mr. Johnny CHAN, has approximately 20 years of experience in the fine jewelry industry. All of the executive Directors have more than 10 years of experience in business management or the fine jewelry industry. This experience and expertise are instrumental to our success. GROWTH STRATEGIES The Directors intend to adopt the following strategies in order to further develop our business: Expand our customer segment Due to the nature of the fine jewelry industry, most of our customers are independent retailers and wholesalers which are relatively small compared with chain stores and nation-wide branded apparel items. Whilst the Directors anticipate that independent stores will continue to be dominant players in the industry, the role of leading chain stores is likely to expand with their established brands and after-sales services. We therefore intend to strengthen our marketing efforts to focus on these chain stores by developing fine jewelry products with unique designs and high quality for them. We also need to adjust the components of our services with an emphasis on our OSM business approach. Expand our sales and distribution to product brand The Directors consider that product branding is also one of our future growth areas. As of the Latest Practicable Date, we provided exclusive ODM services to a selected group of product brands and will continue to devote resources to expand this business. The Directors believe that the feature of branded fine jewelry products, with relatively small production volume, is suitable for our business model with an emphasis on product designs and uniqueness. Expand the business of our existing branded fine jewelry business As at the Latest Practicable Date, we operated two product brands of fine jewelry products, i.e. Chad Allison in the US and Oridiam in Spain. The Directors believe that these two brands can be further developed and fully integrated into our business models. The Directors intend to expand the distribution networks of these two brands and strengthen their images in their respective markets. The Directors may also acquire additional brands of fine jewelry in order to strengthen the distribution network. 3

4 Enhance the scope of marketing and management services provided to our customers Our business objective is to become an integrated service provider to our customers which are wholesalers and retailers. We recognise that different customers have different needs, and our provided services include not only manufacturing support, but also brand management and positioning, so as to assist them to compete. We will continue to strengthen and tailor-make our marketing and management services to our customers. The Directors believe that this will benefit us by establishing a close business partnership with our customers. Diversification in markets Our customers are wholesalers and retailers in different locations. During the Track Record Period, we did not expand our sales to customers in China because of our business focus on overseas markets. Following the establishment of Sinoble Jewelry (Hong Kong) and Sinoble Jewelry (PRC), we plan to expand our business reach to China by providing OSM services to jewelry retail chain stores in certain major cities in China. The Directors consider that the expansion of business to China will reduce our reliance on selected markets, such as the US and countries in the Middle East. FUTURE PLANS We have been successful in providing OBM services to a selected group of customers. These include Oridiam and certain customers in the US and Middle East where we, apart from design and manufacturing, provide a wide range of management support services to them in the area of logistics and technology support, inventory management and branding support. We will continue to target our services to more such branded customers that we believe have distribution capabilities and potential in their respective countries. We also believe that, with increasing affluence among Chinese people, China will be an increasingly important market for jewelry manufacturers and retailers. This is particularly the case since China has implemented a new policy of granting tax rebate upon collection of import value-added-tax (VAT) for polished diamond imported through the Shanghai Diamond Exchange, which reduces the actual VAT burden from 17 per cent. to four per cent., since the beginning of July This reduction is expected to benefit fine jewelry consumption in China. In this regard, we have recently established Sinoble Jewelry (PRC) to manufacture and sell fine jewelry products in China. We aim to operate our OSM model in China where we shall provide design, manufacturing and brand management solutions to selected, large chain store customers. With a view to increase operating profit margins in China, we aim to design jewelry products that will appeal to niche markets in the fine jewelry sector, instead of the mass market. We continue to look for merger and acquisition opportunities in both overseas markets and in China. Our targets are likely to be customers that we have worked with before and that we believe have either established brand names and/or distribution networks in their respective countries. We believe the above strategy will enable us to grow more effectively in their respective markets and at the same time reduce our risks associated with the development of new distribution networks and own brand names. 4

5 PROPOSED USE OF NET PROCEEDS FROM THE NEW ISSUE The Directors believe that the net proceeds from the New Issue will finance our capital expenditure and business expansion, strengthen our capital base and improve our financial position. The net proceeds of the New Issue after deducting related expenses, and assuming the Offer Price is HK$1.29 (being the mid-point of the indicative range of the Offer Price of between HK$1.08 and HK$1.50) and that none of the Adjustment Options is exercised in whole or in part, are estimated to amount to approximately HK$56 million. To effect our future plans, the Directors intend to apply the net proceeds from the New Issue as follows: approximately HK$30 million for acquisition of new factory units for the expansion of our production facilities. The Group has yet to identify suitable factory units at the Latest Practicable Date; approximately HK$5 million will be used for expansion of our sales networks in China market through Sinoble Jewelry (PRC); approximately HK$5 million will be deployed to expand our sales networks in the US and European markets; approximately HK$11 million will be used for the repayment of our short term bank borrowings due to Standard Chartered Bank (Hong Kong) Limited which bear interest rate of 1.5 per cent. over the Hong Kong Interbank Offered Rate; and the balance of approximately HK$5 million as our general working capital. The above allocations of the proceeds from the New Issue will be adjusted on a pro rata basis in the event that the Offer Price is fixed at a higher or lower point in the indicative Offer Price range. If any of the Adjustment Options is exercised in full, we estimate that the additional net proceeds to our Company from the offering of these additional Shares will be approximately HK$15 million, after deducting the underwriting commissions and estimated offering expenses, assuming an Offer Price of HK$1.29, being the mid-point of the indicative range of the Offer Price of between HK$1.08 and HK$1.50. Any additional proceeds received from the exercise of any of the Adjustment Options will be allocated to the repayment of our existing short term bank borrowings which bear interest rate of 1.5 per cent. over the Hong Kong Interbank Offered Rate. If the Offer Price is agreed by the Evolution Watterson (on behalf of the Underwriters), the Vendor and us to be less than HK$1.29 and as a result, the size of the Share Offer is less than HK$100 million, Evolution Watterson can only exercise the Offer Size Adjustment Option prior to 16 April 2007, otherwise the Offer Size Adjustment Option will lapse. In such event, there will be up to 11,700,000 additional Shares to be issued pursuant to the exercise of the Offer Size Adjustment Option. Following the exercise of the Offer Size Adjustment Opion or the Over-allotment Option, as the case may be, in full, the public Shareholders shall hold approximately 33.0 per cent. of the total number of Shares in issue. 5

6 TRADING RECORD The following table summarizes our combined results for each Track Record Period, which is based on the information included in the accountants report, the text of which is set forth in appendix I to this prospectus: For the financial year For the six months ended 31 March ended 30 September HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 (Unaudited) Turnover (Note) , , , , ,293 Cost of sales (275,188) (358,950) (414,852) (206,764) (239,357) Gross profit ,334 94, ,760 67,872 77,936 Other revenues ,578 5,115 3,216 1,119 5,804 Distribution costs (12,695) (12,902) (16,701) (8,656) (12,487) Administrative expenses (38,890) (45,638) (58,111) (27,330) (32,571) Operating profit ,327 41,549 61,164 33,005 38,682 Finance costs (3,751) (4,134) (7,140) (3,201) (6,404) Share of results of associates (15) Profit before taxation ,937 37,972 54,900 30,151 32,263 Taxation (3,654) (4,589) (6,347) (3,485) (4,198) Profit for the year/period ,283 33,383 48,553 26,666 28,065 Attributable to: Equity holders of the Company ,320 33,383 48,553 26,666 28,065 Minority interest (37) 28,283 33,383 48,553 26,666 28,065 Dividends ,000 53,000 38,000 Basic and diluted earnings per share (in Hong Kong dollars) Note: Turnover represents the invoiced value of goods sold less returns and discounts. Further information on our combined results for each Track Record Period is set forth in the section headed Financial information in this prospectus. 6

7 PROFIT FORECAST FOR THE FINANCIAL YEAR ENDING 31 MARCH 2007 Forecast combined profit attributable to equity holders of the Company (Notes 1 and 2) not less than HK$56 million Forecast earnings per Share weighted average basis (Note 3) not less than HK$0.269 pro forma fully diluted basis (Note 4) not less than HK$0.215 Notes: 1. The bases and assumptions on which the above profit forecast for the financial year ending 31 March 2007 have been prepared are summarised in appendix III to this prospectus. 2. The forecast combined profit attributable to equity holders of the Company for the financial year ending 31 March 2007 prepared by the Directors is based on the audited combined results of the Group for the six months ended 30 September 2006, the Group s unaudited combined management accounts for the two months ended 30 November 2006 and a forecast of the combined results of the Group for the four months ending 31 March 2007 on the basis that the current Group structure had been in existence throughout the whole financial year ending 31 March The forecast has been prepared on the basis of the accounting policies being consistent in all material aspects with those currently adopted by the Group as set out in note 4 of the accountants report, the text of which is set forth in appendix I to this prospectus. 3. The forecast earnings per Share on a weighted average basis is calculated by dividing the forecast combined profit attributable to equity holders of the Company for the financial year ending 31 March 2007 with a weighted average number of 208,000,000 Shares in issue for the year ending 31 March 2007 (without taking into account the exercise of any of the Adjustment Options). The calculation of the earnings per Share above has not taken into consideration the impact of the fair value of the Shares upon the exercise of the option that may be granted under the Share Option Scheme. The Directors consider it is impracticable to estimate the fair value of the Shares to be issued under the Share Option Scheme prior to the Proposed Listing. 4. The pro forma fully diluted forecast earnings per Share is calculated by dividing the forecast combined profit attributable to equity holders of the Company for the financial year ending 31 March 2007 with 260,000,000 Shares in issue following the Proposed Listing, assuming that all 260,000,000 Shares had been issued as at 1 April 2006 (without taking into account the exercise of any of the Adjustment Options). The calculation of the earnings per Share above has not taken into consideration the impact of the fair value of the Shares upon the exercise of the option that may be granted under the Share Option Scheme. The Directors consider that it is impracticable to estimate the fair value of the Shares to be issued under the Share Option Scheme prior to the Proposed Listing. 7

8 STATISTICS OF THE SHARE OFFER Based on the minimum indicative Offer Price of HK$1.08 per Share Based on the maximum indicative Offer Price of HK$1.50 per Share Market capitalisation of the Shares (Note 1) HK$280.8 million HK$390.0 million Pro forma fully diluted prospective price/earnings multiple (Note 2) times 7.0 times Pro forma net tangible assets value per Share (Note 3) HK$0.62 HK$0.71 Notes: 1. The calculation of the market capitalisation of the Shares is based on 260,000,000 Shares in issue immediately after completion of the Capitalisation Issue and the Share Offer but does not take into account any Shares which may fall to be issued upon the exercise of any of the Adjustment Options or any Shares which may fall to be issued upon the exercise of any options that may be granted under the Share Option Scheme. 2. The calculation of pro forma fully diluted prospective price/earnings multiple is calculated based on the unaudited pro forma forecast earnings per Share for the financial year ending 31 March 2007 at the minimum and the maximum indicative Offer Price, and based on the assumption set forth in note 1 above. The forecast price/earnings multiple would be 5.0 times and 7.0 times at the minimum and maximum indicative Offer Price, respectively. 3. The pro forma net tangible assets value per Share has been arrived at after the adjustments referred to in the paragraphs under Unaudited pro forma adjusted net tangible assets in the section headed Financial information in this prospectus and on the basis of 260,000,000 Shares in issue at the minimum and the maximum indicative Offer Price of HK$1.08 and HK$1.50 per Share, respectively, immediately following completion of the Share Offer and the Capitalisation Issue but without taking into account any Shares which may fall to be issued upon the exercise of any of the Adjustment Options or any Shares which may fall to be issued upon the exercise of any options that may be granted under the Share Option Scheme. If any of the Adjustment Options is exercised in full, assuming an Offer Price of HK$1.29 per Share (being the mid-point of the stated range of the Offer Price of between HK$1.08 and HK$1.50 per Share), our pro forma net tangible assets value per share will increase and the unaudited pro forma forecast earnings per Share will decrease correspondingly. 8

9 DIVIDENDS POLICY The Directors are of the view that the amount of any dividends to be declared in the future will depend on, among other things, the Group s results of operations, cash flows and financial condition, operating and capital requirements, the amount of distributable profits based on the generally accepted accounting principles in Hong Kong, the applicable laws and regulations and all other relevant factors. During each Track Record Period, we declared and paid dividends of nil, HK$24 million, HK$53 million and HK$38 million respectively. All of the above dividends were declared and paid and therefore new investors in the Share Offer will not be entitled to such dividends. Our dividends were declared having due regard to, amongst other factors, our retained profits, business prospects and shareholders needs, and the Directors consider that the payment of such dividends would not adversely affect the financial position of the Group taken as a whole. The amounts of dividends declared historically are not indicative of dividends that the Group may pay in the future. The Directors intend to declare and recommend dividends which would amount in total to not less than 40 per cent. of the net profit from ordinary activities attributable to the Shareholders for each full financial year subsequent to the Share Offer. Such intention does not amount to any guarantee or representation or indication that the Company must or will declare and pay dividends in such a manner or declare and pay any dividend at all. Cash dividends on the Shares, if any, will be paid in Hong Kong dollars. RISK FACTORS The Directors consider that our business is subject to a number of risks. They can be categorised into (i) risks relating to our business; (ii) risks relating to the industry in which we operate; (iii) risks relating to China; (iv) risks relating to the Share Offer; and (v) risks associated with forward-looking statements and reports not prepared or approved by us: Risks relating to our business Our business is heavily dependent on the global and regional economic environment We are exposed to diamond and gold price fluctuations We are exposed to currency exchange fluctuations We derive a large portion of our sales from customers in the Middle East and the US 9

10 Our business may be affected by the image and strength of the brands of our customers We are dependent on certain major customers We are dependent on certain major suppliers We are dependent on certain key executives and senior management in the conduct of our business We may not maintain sufficient insurance to cover the risks relating to our business operations Our branded Jewelry business in the US and Europe may not be as successful as the Directors anticipate We may not be able to continue to develop appealing products Our product designs may infringe others designs which could adversely affect the business of our customers and our business reputation Dividends paid by us to our existing Shareholders prior to completion of the Share Offer and the Capitalisation Issue should not be treated as an indication of our future dividend policy Sustainability of our growth Permits for operating jewelry manufacturing business Our financing risk High level of provision for obsolete inventory Net cash outflow Risks relating to the industry in which we operate The fine jewelry industry is generally affected by the global trading volume and economic and political condition and by the economic and political condition of individual countries We operate in a highly competitive industry We enjoy production cost advantages because our production base is in China. If there is any appreciation in RMB, the role of China in the fine jewelry manufacturing industry could be adversely affected 10

11 The fine jewelry industry requires a constant supply of skilful labour at competitive prices Changes in government regulations such as government charges, environmental regulations or tax in China could adversely affect participants in this industry Risks relating to China Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may adversely affect our business, operating results and financial condition The legal system in China is different from the common law system and has inherent uncertainties that may limit the business opportunities available to us and the legal protections available to us Risks relating to the Share Offer There has been no prior public market for the Shares and the liquidity may be low The Offer Price may not be indicative of prices that will prevail in the trading market and such market prices may be volatile The Company will continue to be controlled by the Controlling Shareholders, whose interests may differ from those of other Shareholders The trading price of the Shares may be volatile The interests of Shareholders may be diluted as a result of additional equity fund raising Risks associated with forward-looking statements and reports not prepared or approved by us The industry statistics from government official sources contained in this prospectus are derived from various official sources and may not be reliable There are risks associated with forward-looking statements Prospective investors are cautioned not to place any reliance on any information contained in any reports or articles in the press or other media regarding us or the Share Offer including, in particular, any financial projections, valuations or other forward-looking information 11