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Ford Eagle Group Ltd (FEGP)


Monday 02 August, 2010

Ford Eagle Group Ltd

First Day of Trading


2 August 2010

The Directors of FORD EAGLE GROUP LIMITED ("the Company" or "Ford Eagle") are
pleased to announce that the Company's application for Admission to PLUS-quoted
has been approved and that the Company's entire issued share capital of
3,000,000 ordinary shares of £0.10 each has been admitted to trading on
PLUS-Quoted today.


Sector Classification:                 Financial Services
Principal Activities:                  Specialised investment and advisory services
Corporate Adviser on Application:      Axiom Capital Limited
Corporate Adviser from Admission:      Cairn Financial Advisers LLP
Broker from Admission:                 Alexander David Securities Limited
Financial Adviser from Admission:      Axiom Capital Limited
Shares in issue on Admission:          3,000,000 Ordinary Shares of £0.10 each
Admission Price:                       £ 0.55
Market Capitalisation at Admission     £ 1,650,000
PLUS Symbol                            FEGP
ISIN Number                            KYG362131099



Ford Eagle Group Limited, incorporated in the Cayman Islands on 18 September
2009, with representation in China, Hong Kong, the UK, USA and Japan is a
specialized advisory and investment firm. Ford Eagle will provide advice to
private companies on restructuring, mergers and acquisitions, as well as
structuring and coordinating Initial Public Offerings and listings in major
international equity markets, such as the UK, China, Hong Kong and the USA.

Ford Eagle's Directors and its senior management have on average over 20 years
experience in most areas of corporate finance, asset management and other
financial advisory work and have, in addition, held senior management positions
in a range of companies.

The Directors of Ford Eagle have expertise in a wide range of commercial and
industrial sectors and have completed transactions in infrastructure, high
technology, consumer goods, natural resources, media and telecommunications,
pharmaceuticals and healthcare, commercial and residential property, hotels and
leisure companies.


After Admission, Ford Eagle intends to operate two distinct, but related
divisions: advisory and investments. Initially, the Company will operate its
advisory division. The investment division will only start when the Company has
raised sufficient funds for it.


The advisory services will be conducted initially in Hong Kong and in Shenzhen,
Guangdong Province, PRC and later in other cities in PRC.

The Company aims to offer a comprehensive advisory service for companies in
China wishing to expand or enhance their presence overseas and for overseas
companies wishing to do the same in China.

The Directors have identified a number of companies they view as appropriate
for an overseas listing, which, in the Directors' opinions, will raise not just
their financial profile but also, it is believed, their commercial profile and
thus their ability to expand more aggressively into overseas markets.

This advisory role includes, assisting companies:

  * Preparing to list shares on overseas exchanges
  * Deciding whether listing its shares is an appropriate option
  * Selecting the stock market to which its shares are best suited
  * Selecting objectively the optimal combination of necessary professional
    advisors including:
reporting accountants, auditors, stockbrokers, legal advisers, nominated
advisers (for London's AIM market), Corporate Advisers (for London's PLUS
Markets) and financial advisers for Standard Listings on the LSE

  * With ongoing reporting requirements overseas
  * In determining a suitable public relations and investor relations programme
  * Finding and appraising investment and acquisition opportunities outside
  * With introductions to valuable commercial partners in or outside China
In addition, the Company may assist overseas companies with establishing a base
in China, by means of providing:

  * Introductions to the best local advisers including legal and financial
  * Assistance in complying with the local legal and regulatory requirements
  * Introductions to the important government bodies and individuals
  * Advice on expansion opportunities in China
  * Advice on acquisition opportunities in China
  * Advice on a suitable public relations, brand development and investor
    relations programme
Through its advisory division, Ford Eagle will be able to assist the client
company through the process of raising pre-IPO funding all the way through to
its eventual listing on a suitable stock exchange. Financial advisory services
will be unregulated and any regulated advice will be referred to a company
authorised and regulated by the FSA, for advisory services in the UK and the
appropriate regulating authorities in other countries for advisory services
outside the UK.

Ford Eagle will derive income from the advisory role. Typical fees will amount
to approximately HK$500,000 (£44,170, based on an exchange rate of HK$11.42 as
at 14 May 2010) in cash prior to a company's listing and a further sum of
approximately HK$1 million (£88,339) in cash or approximately HK$3 million 
(£265,018) in shares on listing. Fees to introducers (which may include
management and staff of the Company) will be paid from this advisory income and
will be up to 30% of the advisory fee. The Directors believe that such
commissions are not uncommon in China and Hong Kong.


In respect of its investment policy, the Directors believe that Ford Eagle is
quite different from the majority of venture capital or private equity
companies currently in China. Ford Eagle will only invest in companies to which
it acts as an advisor.

In parallel with its advisory activity, Ford Eagle will cover up to 50% of the
client companies' listing costs in exchange for shares in these companies at a
significant discount to their listing price. The targeted return on the
investment side of the business is 3 to 5 times the initial investment.

Ford Eagle currently has sufficient working capital to sustain its advisory
business alone. After Admission it aims to raise approximately £2 million.
Approximately £750,000 of this is expected to be sufficient for the Company to
achieve its target for investing in 3 companies in the first twelve months of

Moreover, through careful selection of small to medium sized enterprises, Ford
Eagle is providing, as a quoted company itself, access to investors to a spread
of high growth entrepreneurial companies that otherwise would remain unknown to

Ford Eagle is not focusing on any specific industry sectors, but its first four
contracted advisory assignments are in the fields of telematics, RFID devices
and organic food as well as a loyalty card programme. The Directors believe
that these companies have experienced and good management as well as the
opportunity to become one of the market leaders in the PRC and elsewhere in
their particular commercial sector.


The target income from each of the four advisory clients is HK$1,500,000 
(£132,509) in the first year of providing advisory services. Each listing is
targeted to create an aggregate return of HK$3,000,000 (£265,018).

Network and Management

The Company currently has representative offices in Newcastle, UK, Hong Kong
and Shenzhen, China. It has direct representatives in New York and Tokyo. The
Company is able to offer clients a comprehensive range of services, as
described above. Senior management will be travelling to the markets they are
involved in, whilst retaining a core team in Hong Kong and China. Ford Eagle
may also arrange for management of companies in China to visit the UK, Europe,
the USA and elsewhere, if required.

Other Activities

Ford Eagle will draw on both its own international network and that of the
Directors to encourage overseas companies to establish or expand an existing
presence in China. It will do this through making such companies aware of
opportunities available, particularly in southern China, including any grants,
tax and other incentives available.

The Directors believe attractive opportunities exist in many sectors, including
alternative energy, high technology, research and development, natural
resources, general manufacturing, leisure including hotels, restaurants, theme
parks, pharmaceuticals and healthcare and financial services.

Ford Eagle is developing a springboard from its bases in southern China and
Hong Kong. It intends to focus on enabling companies from China to expand
overseas and to attract overseas companies that wish to establish a base and
expand in southern China.


It is widely recognized that China currently enjoys one of the highest economic
growth rates in the world and is likely to continue to do so for the
foreseeable future. Ford Eagle is targeting what it believes to be one of the
most dynamic sectors of that economy, namely the small to mid size business
sector or SMEs. SMEs account for much of China's GDP, but the Directors believe
that accessing the most successful of these has so far eluded most Western

With that end in mind, Ford Eagle has made it a policy not to focus on Beijing
and Shanghai but on other less well known cities in China, where they believe
they will be able to identify opportunities that are less promoted than in the
two biggest cities. With over 270 cities of over 1 million inhabitants, the
Directors believe that China offers an excellent opportunity.

The founders of Ford Eagle have devoted many years to building relationships
with key entrepreneurs and businessmen in those cities, which has enabled them
to identify what they believe to be the most promising opportunities across a
wide range of business sectors.

Ford Eagle has identified a number of companies with the characteristics it
views as most important for future success:-

  * A strong, motivated management team with a proven track record;
  * Strong financial record and real growth prospects;
  * Proven business model and strong commercial position;
  * Verifiable and protected intellectual property;
  * High growth sector or high growth market;
  * Ability to be the dominant player in its niche; and
  * Adequate corporate governance.
The above list is not comprehensive, but these characteristics are shared for
the most part by all the companies which Ford Eagle intends to advise and to
invest in.

THE Company

The management of the Company has up to now provided advice to private
corporations and government entities on privatization, restructuring, mergers
and acquisitions, as well as structuring and coordinating Initial Public
Offerings in major international equity markets, such as China, Hong Kong, USA
and UK. The Directors' network of experienced advisers covers many markets.
With senior representatives already in place in New York and Tokyo, the Company
intends to embark on a further strengthening of its network.

The Directors and the senior representatives have expertise in a wide range of
commercial and industrial sectors and have between them completed transactions
in infrastructure, high technology, financial services, environmental
engineering, consumer goods, natural resources, media and telecommunications,
pharmaceuticals and healthcare, commercial and residential property, hotels and
leisure companies.

Management will also focus on identifying and securing investors from overseas
to participate in China's rapidly growing economy, both institutional and
corporate, as well as assisting companies from China to invest or acquire
companies overseas.


The Board currently comprises seven Directors, brief biographies of whom are
set out below. Further details of the Directors' directorships both current and
in the past five years are set out below.

Nicholas LITTLEWOOD, 53, Chairman

Nicholas began working with Jack Law in early 2008, having recently sold his
interest in Global Carbon Capital Limited, a Hong Kong based company developing
greenhouse gas reduction projects in south east Asia. As its Chief Executive
Officer, he was responsible for developing a large landfill methane to
electricity project in the region near Manila as well as forming joint ventures
and assessing numerous environmental projects in China. He is now the Executive
Chairman of Ford Eagle.

This followed a career of over twenty years as an investment banker in New
York, London and Paris including stints at Samuel Montagu, Lehman Brothers,
Kuhn Loeb and Banque Paribas. His roles covered everything from IPOs, mergers
and acquisitions, privatization and general corporate finance in a wide range
of sectors; his first involvement in southeast Asia dates back over 25 years.
Prior to joining Global Carbon Capital, he managed his own corporate finance
business for 4 years advising high growth mid-sized companies. He has served as
a director of several listed and private international companies. Nicholas
completed the International Finance program at DnC in Oslo and holds an M.A.
from Oxford University following studies in Paris. He currently divides his
time between China and London.

Wing Tak Jack LAW (ACA, FCPA), 56, Chief Executive Officer

Jack founded his Hong Kong based corporate finance activities in 1990 following
a highly successful career first as a Chartered Accountant in the UK and in
Hong Kong and subsequently as a senior company director of both private and
listed companies in Hong Kong, the UK, Singapore, USA and China. Jack was an
executive director of Compass Pacific Holdings Limited, Smart Rich Holdings
Limited, Star Telecom Holdings Limited, Chung Wah Shipbuilding and Heavy
Engineering Holdings Limited and Bolton Company (International) Limited. His
early career was in accountancy and management consultancy with Ribchesters,
Chartered Accountants in the UK and Ernst & Whinney and Arthur Andersen in Hong
Kong. He is a graduate of Newcastle University, a Member of the Institute of
Chartered Accountants in England and Wales and a Fellow Member of the Hong Kong
Institute of Certified Public accountants. Jack is currently the Chief
Executive Officer of Ford Eagle, a partner in Ribchesters, a firm of Chartered
Accountants in the UK and an independent non-executive director of a listed
company in Hong Kong. He is fluent in English, Cantonese and Mandarin.

Wing Sang Wilson HUI (MBA, FCPA, ICSA, HKICS), 42, Finance Director

Wilson has been a Director, the Chief Financial Officer, Qualified Accountant
and Company Secretary of Hybrid Kinetic Group Ltd (formerly known as Far East
Golden Resources Company Limited, a Hong Kong listed company) since September
2007. He holds a Master's degree in Business Administration from University of
Surrey and a Master's degree in Professional Accounting and Information System
from City University of Hong Kong. He is an associate member of Institute of
Chartered Secretaries and Administrators, Hong Kong Institute of Company
Secretaries and Hong Kong Institute of Certified Public Accountants. He
possesses more than 15 years of experience in accounting, finance and corporate
management. Wilson was appointed the Finance Director of the Company in January

Chi Ming Wallace TSE, 49, Director, Business Development

Wallace began working with Jack Law in 2008 after a wide ranging
entrepreneurial career. He was one of the first Hong Kong based businessmen to
be involved in China as it opened up in the 1980s. His career has involved him
in the pharmaceutical and healthcare sector as well as the retail, restaurant
and leisure sectors and, more recently in media, telecoms and other high
technology. Wallace has well over 10 years senior management experience. He
managed, while at YHY Food Products Limited a chain of 42 restaurants with over
1,500 employees. He has been the in-flight media representative for Shanghai
Airlines. He has worked extensively in the medical field, having devised and
built brands for many new product launches including TCM, western medicines,
health food and environmentally friendly products. Through PharmaCare Ltd., and
Wisecare Ltd, he pioneered smart cards linking networks of clinics and for the
HydroYoga program, he obtained sponsorship from Zurich Insurance. He was
instrumental in developing and positioning products which facilitated the
listing of Cheung Kong BioTech. Prior to that Wallace was with Century
Marketing Company in Shenzhen Wallace brings his expertise in brand marketing
and positioning, marketing and sales and senior management experience to
enhance the clients of Ford Eagle's businesses. He is fluent in English,
Cantonese and Mandarin.

Dr. Man Sang Eric TSANG (LLB, MBA, PhD), 48, Non-Executive Director

Eric has worked in the financial industry for about 20 years. His work covered
insurance, pension schemes, private equities, mutual funds and asset management
with corporations such as Manulife, ING and two private equity companies in
Hong Kong and China. At the same time, he was a part-time consultant in
regional offices of Chinese insurance companies as they initialized their
agency distribution force. Prior to the financial sector, he was a partner in a
management consulting firm, being particularly active in the Hong Kong-China
transitions of manufacturing industry companies. In 2006, he became active in
Islamic Finance with a well-known Chinese Muslim family in Hong Kong. Eric was
also active in the non-profit sector, especially societies working towards
economic development in China. He holds LLB, MBA and PhD degrees.

Andrew PAWLEY, 46, Non-Executive Director

Andrew is a British Barrister based in Hong Kong. He is an experienced
corporate financier and has professional experience gained with firms in
Belgium, Spain, Italy and Hong Kong. His résumé includes periods of Managing
Director EMEA of M&A International Inc and Director of Corporate Finance at
Baker Tilly Hong Kong. He now runs his own consulting firm, Andrew Pawley
Associates Limited, offering management consultancy, business development and
corporate advisory services in Greater China but with a focus on Hong Kong and
Singapore. He speaks fluent Italian and French, reasonable Spanish and some

Garry Alides WILLINGE, 60, Non-Executive Director

Garry is a Fellow of the Australian Institute of Company Directors and a Fellow
of the Hong Kong Institute of Directors. He is also an Adjunct Professor with
the Curtin Business School at Curtin University of Technology. His academic
qualifications are a Bachelor of Science from the University of Melbourne,
Graduate Diploma of Applied Finance and Investment from the Securities
Institute of Australia and a Graduate Diploma of Corporate Governance from the
University of New England / Australian Institute of Company Directors. He also
graduated from the INSEAD Asian International Executive Program in 2004. Garry
is an experienced company director in public listed, unlisted and not for
profit companies in Australia, London and Hong Kong for over 10 years. He is
currently an Independent Non-Executive Director of China Properties Group
Limited and JF Household Furnishings Limited, both listed on the Hong Kong
Exchange Main Board. Prior to starting his management services firm Cbridge
Limited in Hong Kong in 2005, he served 30 years, mostly in senior executive
roles, with IBM Corporation. His last role at IBM was Director of Global
Services for IBM China/Hong Kong Limited.

In addition, the Company has representatives (who are not on the Board) in New
York and Tokyo, as follows:

James C. CANTALINI (MBA) - New York Representative

James has had a successful International career as an Investment Banker for
over 25 years including his last role as Head of the Industrial Investment
Banking Division for UBS in the United States. He also ran his own firm which
raised funding for new companies, restructured overextended companies, advised
International companies entering the U.S. market and completed two of the
largest privatizations in Poland in the early 90s. He established the
International Mortgages Securities business at First Boston, which became a
global market leader. He also worked at Lehman Brothers in the Investment
Banking Department where he managed Initial Public Offerings as well as
financial advisory projects in the United States; and at Bankers Trust Co.
Subsequently, he raised $27 million of venture capital from the International
shareholders while he was Chief Executive Officer of Gist Communications, Inc.
that created the first Internet based TV guide. It sold software products to
cable and satellite companies and created a mobile phone guide, which could
send recording requests to PVRs. Currently he is President of Torsted Advisors
that provides strategic and financial advice to International and U.S.
companies in high growth situations to assess markets, competition and business
models globally. He holds an A.B. degree in History from Holy Cross College, an
M.A. (3e Lic.) degree in International Economics from Universite de Louvain
(Belgium) and an MBA degree from the University of Chicago.

Stephen P. WIDLAK (MBA) - Tokyo Representative

Stephen has worked in financial related positions for over 25 years, initially
as a Japanese securities analyst with Drexel Burnham Lambert, then as a fund
manager with Waddell and Reed's United International Growth Mutual Fund. For
the following eight years he was in institutional brokerage with several major
international firms, including Baring Securities, Dresdner Securities and
Nomura Securities. In 1995 he started Turret Technologies, an IT solutions
provider. As CFO, he was instrumental in setting up Turret's Labs in Barbados
and Bangalore, India. In 2002 he joined Claremont Capital, a Japanese holding
company and also became Managing Director of Jomo Twisted Thread, a public
company listed on the Second Section of the Tokyo Stock Exchange and obtained
new capital for the restructured company. Since that time he has consulted
several companies on doing business in Japan, and acted as an advisor to a fund
investing in Japanese IPOs. He holds an MA in Asian Politics from The Ohio
State University, an MBA from the Stern School of Business at New York
University and a BA from Canisius College in Buffalo, NY.

The directorships of the Directors currently held and held over the 5 years
preceding the date of this announcement (other than of the Company and its
subsidiaries) are as follows:

Director                  Current directorships      Past directorships
Nicholas Littlewood       Ford Eagle Capital Limited Global Carbon Capital     
                          (HK)                       Limited                   
                          Ford Eagle Capital Limited Oilworld Energy Limited   
                                                     QST Agency (UK) Limited   
                          Best Winner Holdings                                 
                          Limited                    Charity Arts Broadcasting 
                          Fortunate Capital Limited                            
                          (UK)                       C.A.B. BEEON TV Limited(1)
                          Fortunate Capital Limited                            
                          Ford Eagle Capital (Group)                           
Wing Jack Tak Law         Ford Eagle Capital Limited Most King Limited (HK)    
                                                     Far East Golden Resources 
                          Ford Eagle Capital Limited Group Limited (Listed in  
                          (UK)                       Hong Kong)                
                          Hollyhill Limited (BVI)    China Railway Logistic    
                                                     Limited Listed in Hong    
                          Fortunate Capital Limited  Kong (Listed in Hong Kong)
                                                     G-Resources Group Limited 
                          Fortunate Capital Limited  (Listed in Hong Kong)     
                          Advance Link Investment                              
                          Limited Wang Sing                                    
                          International Holdings                               
                          Group Limited, Listed in                             
                          Hong Kong (Cayman Islands)                           
                          Best Winner Holdings Ltd.                            
                          Mutual City Holdings                                 
                          Limited (HK)                                         
                          Ford Eagle Capital (Group)                           
                          Limited (HK)                                         
                          Larry Sanan Superior                                 
                          Organic Agricultural                                 
                          Research Centre Limited                              
                          Larry Tech-BIA Science                               
                          Research Centre Limited                              
                          Larry Sanan Environmental                            
                          Research Centre Limited                              
                          Lary Deruitang Bio Tech                              
                          Medical Research Centre                              
                          Limited (HK)                                         
                          Sanan Superior Organic                               
                          Agricultural Technology                              
                          Limited (HK)                                         
                          Deruitang Bio Tech Limited                           
Wing Sang Wilson Hui      Hybrid Kinetic Group       China Financial Industry  
                          Limited (incorporated in   Investment Fund Limited   
                          Bermuda and listed in Hong (incorporated in the      
                          Kong)                      Cayman Islands and listed 
                                                     in Hong Kong; name changed
                          Far East Golden Resources  to National Investment    
                          Investment Limited (Hong   Fund Limited)             
                                                     Yeagiaro E-Commerces      
                          Far East Golden Resources  Investment Holdings       
                          Biotech Group Limited      Limited (Hong Kong)       
                          (Cayman Island)                                      
                                                     Yeagiaro E-Commerces (Hong
                          Far East Golden Resources  Kong)                     
                          Biotech Company Limited                              
                          (Hong Kong)                Yeagiaro Group Limited    
                                                     (Cayman Islands)          
                          Hybrid Kinetic Holdings                              
                          Limited (Hong Kong)                                  
                          Compass Pacific Capital                              
                          Limited (Hong Kong)                                  
                          Global Gold Trading                                  
                          Limited (Hong Kong)                                  
                          Golden Resources Shipping                            
                          Holdings Limited (Hong                               
                          Hybrid Kinetic Motors                                
                          Group Limited (Hong Kong)                            
                          Bluebell Fields Limited                              
                          United Kam Wah Development                           
                          Limited (Hong Kong)                                  
                          Yaohan Whimsy Co., Limited                           
                          (Hong Kong)                                          
                          Parkwell (Hong Kong)                                 
                          Limited (Hong Kong)                                  
                          China Pacific Aircraft                               
                          Limited (Hong Kong)                                  
                          Asia Credit Guarantee                                
                          Company Limited (Hong                                
Chi Ming Wallace Tse(2)   None                       None                      
Man Sang Eric Tsang       King Union Consultants     None                      
                          Intercontinental Asset                               
                          Management Limited                                   
                          China Law Research                                   
                          Association Limited                                  
                          MBH Int'l Holdings Limited                           
Andrew Pawley             Andrew Pawley Associates   None                      
Garry Alides Willinge     Stochastic Simulation      China Medical and Bio     
                          Limited                    Science Limited (3)       
                          JF Household Furnishings   Canton Property Investment
                          Limited                    Limited (4)               
                          CBridge Limited            Asia Resources Holdings   
                          Optimiser Propriety                                  
                          Limited                    Coonara Superannuation    
                                                     Services Limited          
                          Coolabah Limited                                     
                          Coolabah 1 Limited                                   
                          China Properties Group                               
                          Junglebrolly Limited                                 

 1. The company was dissolved in 2009 as a dormant company.
 2. Mr Tse declared himself voluntarily bankrupt and on 30 January 2003 a
    bankruptcy order was made against him by the Hong Kong High Court.  The
    bankruptcy was subsequently discharged on 30 January 2007, evidenced by a
    certificate of discharge issued by the same court on 9 October 2007.
 3. Mr Willinge was never notified in writing, but understands that a
    provisional liquidator was appointed on 3 December 2008. The current status
    is unknown to Mr Willinge.
 4. On 14 August 2009, Mr Willinge received a letter from Corporate Advisory
    Services Limited advising that a Provisional Liquidator had been appointed,
    requesting all company documents in his possession. He mailed the
    information 19 August 2009. The status of the company was unknown to him as
    at 21 March 2010.

The Directors believe that the benefits of the Admission include:

  * Raising the Company's profile in its industry sector;
  * The ability to raise capital in the future;
     * The ability to attract potential merger and acquisition interest;
  * As PLUS admissions or other listings may be recommended to clients, there
    is logic in the Company being a PLUS quoted company; and
  * Incentivisation of management and shareholders.

On Admission, the following Locked-In Persons, being the directors and founders
of the Company will be interested in 2,068,000 Ordinary Shares which together
represent 69% of the Issued Ordinary Share Capital.

                                       Ordinary Shares      %                  
Best Winner Holdings Limited           1,050,000            35.0               
Advance Link Investment Limited        270,000              9.0                
Wing Tak Jack Law                      290,000              9.7                
Chi Ming Wallace Tse                   267,500              8.9                
Nicholas Littlewood                    113,500              3.8                
Wing Sang Wilson Hui                   77,000               2.6                
TOTAL                                  2,068,000            69.0               

The Locked-In Persons have each undertaken that, save in limited circumstances
or otherwise with the prior written consent of Company's Corporate Adviser and
PLUS, they will not (and will procure, in so far as they are able, that any
person with whom they are connected as per definition in this document) during
a period of twelve months from the start of trading on PLUS, dispose of any
interest in the Ordinary Shares held by them.


General Risks

PLUS Membership

The Company's proposed admission to the PLUS-quoted Market is entirely at the
discretion of PLUS. The Ordinary Shares are not presently listed or traded on
any stock exchange.

Lack of investment capital

The ability of the Company to make investments, which forms part of the
Company's business plan, will be determined by the level of subscription in the
Company at future fundraisings.

Liquidity of Ordinary Shares and volatility of their price

Prospective investors should be aware that the value of any investment in the
Company may go down as well as up. Investors may therefore realise less than
their original investment and could lose their entire investment. Furthermore,
an investment in shares that are traded on PLUS is likely to carry a higher
risk than investments in shares listed on the Official List. The market value
of an investment in the Company may not necessarily accurately reflect its
underlying value. Although the Ordinary Shares are proposed to be quoted on
PLUS, this should not be taken as implying that there will be a liquid market
in these securities. An investment in these securities may thus be difficult to

The market for shares in smaller companies are less liquid than for larger
companies. The Ordinary Shares may not be suitable as a short-term investment.
Consequently, the Ordinary Shares may be difficult to buy and sell and the
price may be subject to greater fluctuations than shares of larger companies.

There can be no guarantee that the Company will achieve its investment
objectives or that its investments will achieve returns to justify the initial
valuation, or that the Ordinary Shares or Warrants will be able to achieve a
higher valuation in the future, or if achieved, that such valuation will be

The Ordinary Shares are not listed or traded on any stock exchange. An
investment in the Ordinary Shares may thus be difficult to realise. The value
of the Ordinary Shares may go down as well as up. Investors may therefore
realise less than their original investment, or sustain a total loss of their
investment. Continued membership of the PLUS Market is entirely at the
discretion of PLUS.

Any changes to the regulatory environment, in particular the PLUS Rules
regarding companies such as the Company, could for example, affect the ability
of the Company to maintain a trading facility on the PLUS Market.

Realisation of investment

Prospective investors should be aware that following the Admission, the
Ordinary Shares will be traded on the PLUS-quoted market which is regulated by
PLUS Markets plc, a recognised investment exchange. The PLUS-quoted market is
not a regulated market under EU financial services law. As such, it may become
difficult for an investor to realise his/her investment or to obtain reliable
information about either the value of an investment in the Company or the
extent of the risks to which an investment in the Company may be exposed.

Working capital requirements

The Directors consider that the current capital and financial resources will
provide the Company with adequate development and working capital to implement
its current advisory business plan for 12 months from the date of Admission.

The Company may wish to raise further funds in the future for working and
expansion capital, and to pursue the investment side of its business plan.
There is no guarantee that the then prevailing market conditions will allow for
such fundraising or that new investors will be prepared to subscribe for the
Ordinary Shares. Any additional equity financing is likely to be dilutive to

Fee income

The Company's strategy is based in part on helping client companies achieve
listings and IPOs in major international equity markets. Fee structures for
such transactions will typically include an element (often the majority of the
fee) that is conditional on successful completion of the transaction. The
Company faces the risk, particularly in the current volatile times, that
planned listings and IPOs may not successfully complete. In such situations,
the Company may not receive the contingent element of the fees.


There is no certainty that the Company will generate sufficient distributable
profits to be able to pay a dividend.


An investment in the Company involves a high degree of risk and may not be
suitable for all recipients of this document. Prospective investors are advised
to consult a person authorised by the FSA before making their decision and are
reminded that the price at which investors may realise their Ordinary Shares
and the timing of any disposal of them may be influenced by a large number of
factors, some specific to the Company and its proposed operations, and some
which may affect the sector in which the Company operates and generally. These
factors could include the performance of the Company's operations, large
purchases or sales of Ordinary Shares in the Company, liquidity or absence of
liquidity in the Ordinary Shares, legislative or regulatory changes relating to
the business of the Company, general economic conditions and the risks,
economic, political and generally in respect of a business operating in the


There is no certainty that the Company will be able to sustain an advantage or
that competition will not develop and prevent or delay the realisation of the
Company's plans, and such competition may have significantly greater financial
resources than the Company.

Dependence on key personnel

The Company's future success will also depend, inter alia, on its current
directors, its management team and international representatives. The retention
of their services or the services of any future management team cannot be

The Company's ability to be a successful and profitable company depends to a
significant extent on the continued service of its personnel. The loss of
service of one or more of these key employees could materially and adversely
affect the Company's business and prospects. The Directors believe that the
growth and future success of the Company's business will depend in large part
on the Company's continued ability to attract, motivate and retain
highly-skilled personnel.  The Company may not be successful in doing so as the
competition for qualified personnel in the area of the Company's operations is

Legal and regulation risks

Various laws, regulations and taxes may affect the Company's ability to conduct
business in its chosen sphere of operation. New or amended laws, rules,
regulations or ordinances could require significant unanticipated expenditures
or impose restrictions on the development of the Company's business. Such laws,
rules, regulations or ordinances may also adversely affect the Company's
ability to operate its business.

Achievement of strategic aims

The value of an investment in the Company is dependent upon the Company
achieving its strategic aim. Whilst the Directors are optimistic about the
prospects for the Company there is no certainty that the Company's business
will be capable of achieving the anticipated revenues or growth. The Company's
future operating results will be highly dependent upon how well it manages the
planned expansion strategy. This growth and expansion could place significant
strain on the Company's limited managerial, financial and other resources.

Currency fluctuations

The Company operates in different currency jurisdictions and currency
fluctuations may adversely affect the revenue and profits of the Company and
individual companies.


The Company trades in different jurisdictions and each jurisdiction has its own
tax regulations and may affect the net profits in the Company and the Company.
Each investor should seek independent tax advice.

Legal system

The laws and regulations in China, Cayman and Hong Kong are different to those
in the UK. The application of the laws of those jurisdictions may have a
different outcome to the application of UK law in respect of the Company's
operations or any legal issues that arise.

Risks Associated with the Business

Strategy and funding

The success of the Company depends largely upon the expertise of the current
Directors and on the Company's international representatives and together their
ability to identify suitable investment opportunities and implement the
Company's strategy. As part of its corporate strategy in buying into projects
the Company may well acquire shares in quoted companies where the market price
may be volatile and may therefore be difficult to realise due to a potentially
illiquid market. Investments in companies carry a high risk and these may be
even more difficult to value and realise. Share market conditions may affect
the ultimate value of the Company's share price regardless of future operating
performance, and the market price of the Ordinary Shares may not reflect the
underlying value of the assets of the Company.

The Company

The value of an investment in the Company is largely dependent upon the Company
achieving its strategic aim. Whilst the Directors are optimistic about the
prospects for the Company, there is no certainty that the businesses in which
the Company invests will be capable of achieving the anticipated revenues or
growth. This growth and expansion could place significant strain on the
Company's current managerial, financial and other resources. The Company will
operate in developing markets and as such the maintenance of its professional
reputation and quality and maintenance of its services is vital to the
continued success of its businesses. The Company's future revenues are
inherently difficult to forecast as the Company relies on the ability to secure
new contracts to generate much of its revenue. Companies in which the Company
proposes to invest are, or may be, PLUS-quoted companies. The risks as regards
to PLUS-quoted securities, share price volatility and liquidity, which are set
out above in relation to the Company's securities, apply equally in respect of
those investments.

Major shareholder

Wing Tak Jack Law currently has an interest directly or indirectly in
approximately 53.67% of the Issued Ordinary Share Capital. As a result of this,
Jack Law has a significant influence on all matters requiring shareholder
approval. The concentration of ownership may affect the liquidity, or market
price, of the Ordinary Shares.

Risk of damage to reputation and negative publicity

The Company's ability to attract further investment and to attract new business
is dependent on the Company maintaining a good reputation. The Company is
vulnerable to adverse market perception as it operates in an industry where a
high level of integrity and client trust is paramount. Any perceived, actual or
alleged mismanagement, fraud or failure to satisfy the Company's
responsibilities to its clients, or the negative publicity resulting from such
activities or the allegation by a third party of such activities (whether well
founded or not) associated with the Company, could have a material adverse
effect on the financial condition, results or operations of the Company. In
addition, following the downturn in the equity markets and the resulting
heightened consumer and media interest in the financial services industry, any
future negative publicity (whether well founded or not) associated with the
business or operations of the Company could result in reputational damage and
could have a material adverse effect on the financial condition, results or
operations of the Company.

Inadequacy of systems and controls

The Company's ability to maintain operational and financial controls depends,
in part, on the efficient and uninterrupted operation of its management
information systems, including its computer systems and specifically the
servers that manage the operation of the payment system platforms specific to
the Company's business. There can be no assurance that these systems will
function as required. Furthermore, there can be no guarantee that if the
Company increases in size, its systems, including its information technology
systems, will be able to be upgraded appropriately or in a timely manner, so as
to function as and when required by the greater demands of a larger business.
Any damage to, failure of or inability to upgrade its management information
systems appropriately, could result in interruptions to the Company's financial
controls and client services. Such interruption could have a material adverse
effect on the financial condition, results or operations of the Company.

Dependence on third party service providers

The Company is likely to be reliant upon third party service providers for
certain aspects of its businesses. Any interruption or deterioration in the
performance of these third party service providers could impair the timing and
quality of the Company's services. In addition, if the contracts with any of
these third party service providers are terminated, the Company may not find
replacement outsource providers on a timely basis or on equivalent terms. The
occurrence of any of these events could impact upon the Company's reputation
and have a material adverse effect on the financial condition, results or
operations of the Company.


Legal proceedings, with or without merit, may arise from time to time in the
course of the Company's business. The Directors cannot preclude litigation
being brought against the Company and any litigation brought against the
Company could have a material adverse effect on the financial condition,
results or operations of the Company. The Company's business may be materially
adversely affected if the Company and/or its employees or agents are found not
to have met the appropriate standard of care or exercised their discretion or
authority in a prudent or appropriate manner in accordance with accepted
standards. Although the Company maintains insurance in respect of such risks,
there is no guarantee that any insurance in place will cover all, or any part,
of any liability incurred by the Company in any such circumstances.

Employee misconduct

The Company runs the risk that employee misconduct could occur from time to
time. Misconduct by employees could include, without limitation, binding the
Company to transactions that exceed authorised limits or present unacceptable
risks, or hiding unauthorised or unsuccessful transactions from the Company,
which, in either case, may result in unknown or unmanaged risks or losses to
the Company. Employee misconduct could also involve improper use of
confidential information, which could result in regulatory sanctions and
substantial reputational harm. It is not always possible to prevent or detect
employee misconduct and the precautions which the Company takes to prevent and
detect this activity (including ongoing training and review processes and
authorising only certain personnel to carry out certain actions on behalf of
the Company) may not be effective in detecting employee misconduct in all
cases. In addition, as the Company grows, such precautions may need to be
updated and/or expanded to increase their effectiveness. Failure to do so, or
to do so in a timely fashion, may lead to such precautions becoming
ineffective, or less effective, against the risks against which it is intended
they mitigate. Misconduct may also occur from time to time on the part of the
Directors. The Company maintains insurance, but there can be no guarantee that
any loss suffered by the Company would be adequately covered by such insurance,
particularly in the event of employee or Proposed Director's misconduct.

Loss of key personnel

The Company's development and prospects are dependent upon the continued
services and performance of its senior management and other key personnel. The
loss of the services of any of the senior management or key personnel may have
an adverse impact on the Company. While the Directors are not presently aware
of any reasons to lead to contracts being terminated at their expiry, there can
be no guarantee that such terminations will not occur in the future. Such
terminations could have an adverse material effect upon the Company's revenues
and earnings.

Other operational risks

The Company's projects may be adversely affected by risks outside the control
of the Company including labour unrest, civil disorder, war, subversive
activities or sabotage, fires, floods, explosions or other catastrophes,
epidemics or quarantine restrictions.


The Directors intend to continue to invest in product development and growth of
the business however the Company may face significant competition, including
from domestic and overseas competitors who have greater capital and other
resources than the Company and may be able to provide better services or adopt
more aggressive pricing strategies. There is no assurance that the Company will
be able to compete successfully in such a marketplace.

Company operating performance

The results of Company's operations may fluctuate, and it may not be able to
achieve revenue growth and profitability in the future because the Company's
results are influenced by a number of factors, many of which are beyond the
Company's control. If the Company does not realise sufficient revenue levels to
sustain profitability, it may require additional financing, which may or may
not be available. The Company's growth and profitability may be reliant in the
future on its ability to access capital for further development. Additional
equity fundraising on the capital markets may be dilutive for existing
Shareholders, and debt-based funding may bind the Company to onerous covenants
and curb its operating activities. Inability to access funding may result in a
curtailment of the scale of the Company's business.

Risks relating to the PRC

The Company is exposed to significant risk due to policy change in China.

The business of the investee companies will need to comply with the laws and
regulation promulgated by the PRC government from time to time. The
implementation and enforcement of such laws and regulations could have a
significant impact on the business outlook and operation of the investee

Changes in government policies

The private equity sector in the PRC is subject to the policies which are
implemented by the PRC government from time to time. These policies may have a
material impact on the entire or a certain part of the private equity sector
and in turn, on the Company's investee companies. If the business of the
Company's investee companies should become subject to any new form of
government control, there could be a material adverse effect on the business
and operating results of the Company's investee companies.

Economic considerations

The PRC has a long history of being a planned economy and is subject to annual,
five and ten year plans formulated by the PRC government. In recent years, the
PRC government has introduced economic reforms aimed at transforming the PRC
economy from a planned economy into a market economy with socialist
characteristics. These economic reforms should allow greater utilisation of
market forces in the allocation of resources and greater autonomy for
enterprises in their operations. However, many rules and regulations
implemented by the PRC government in such economic reforms are still at an
early stage of development and further refinements and amendments are necessary
to enable the economic system to develop into a more sophisticated form.

In addition, the economy of the PRC differs from the economies of other
countries in many respects including governmental involvement, level of
development, growth rate, controls on foreign exchange and allocation of
resources. The economy of the PRC has experienced significant growth in the
past twenty years but growth has been uneven both geographically and among
various sectors of the economy. Economic growth has been accompanied by a
period of high inflation. The PRC government has implemented various measures
from time to time to control inflation and restrain the rate of economic
growth. Some of these measures may have a negative affect on the Company's
clients and potential investments. For example, the operating results of the
Company's clients and potential investments and its financial position may be
adversely affected by changes in the rates or methods of taxation and
imposition of additional restrictions on currency conversion and remittances
abroad. The PRC economy has experienced high growth over the last few years,
due to political and economic liberalisation, which has led to an increased
level of domestic consumer spending. However, a downturn in the performance of
the PRC economy may lead to a decline in this spending which could adversely
affect the financial performance of the Company.

Political and social considerations

The PRC has been undergoing a series of political reforms, particularly since
1978. The Directors expect that such reforms will continue. Such reforms have
in the past resulted in significant economic growth and social progress.
However, there is no assurance that any future reform policy of the PRC
government will be effective. The Group's business may be affected by such
future reforms or lack of them.

Political relations between the international community and China

The relationship between China and the rest of the international community may
change over time. Change in political conditions in China may lead to less
liberal or less business friendly investment policies by the governments of
China or may prevent the Company from directing or appointing the management of
such companies. Changes in political conditions in China may also lead to the
implementation of embargoes or economic sanctions by developed countries
against Chinese companies or companies doing business in China, which in turn
could compel investee companies to prematurely terminate their business
arrangements, or require the Company to sell its investments at less than fair
market value or prevent the repatriation of the sale proceeds from any
termination or dissolution of the Company's business arrangements.

State ownership

Although in recent years the government of the PRC has implemented economic
reforms and reduced state ownership and established better corporate governance
in business enterprises, a substantial portion of productive assets in the PRC
are still owned by the government of the PRC. In addition, the government of
the PRC continues to play a significant role in regulating industry by imposing
industrial policies. The future earnings of potential investments could be
affected if a PRC government were to reverse recent trends and impose
restrictions which affect (directly or indirectly) the businesses of investee

Expansion risks

There are also potential risks associated with rapid economic growth of the
magnitude China is experiencing at the date of this document. Business
infrastructure, including logistics and supply chains, human resources and
training, competition for real estate and locations, among others, may create
bottlenecks for business growth, thereby delaying an investee company's ability
to achieve its projections and consequently reducing the value of the
investment into it. It is not possible for financial projections, upon which
the Company's investment decisions are made, to account for all factors that
may affect the ability of an investee company to grow its business as planned.

Access to financing

Access to conventional financing for private companies in China, such as
commercial bank lending, is limited. Investee companies may need to raise
additional financing for working capital and capital expenditures in order to
grow their businesses, which in the absence of access to conventional
financing, may lead to the issuing of further equity in such companies which
may dilute the Company's investment and reduce its capital value.

Uninsured losses

The relatively undeveloped insurance market in China may mean there is a risk
of financial losses which cannot be insured or are too expensive to insure. In
the event that an investee company incurs a loss that is not fully covered by
insurance, the value of the Company's investment may decrease.

Legal considerations

The PRC legal system is relatively new, and the PRC government is still in the
process of developing a comprehensive system of laws. Since 1979, many laws and
regulations dealing with economic matters with respect to general and foreign
investments have been promulgated in the PRC. In 1982, the PRC National
People's Congress amended the PRC constitution to attract foreign investment
and to safeguard the "lawful rights and interests" of foreign investors in the
PRC. Since then, the trend of legislation has been to enhance the protection
afforded to various forms of foreign investment in the PRC. However, despite
significant improvements in its legal system, there may still be difficulties
in obtaining swift and equitable enforcement of rights or in obtaining
enforcement of a judgment by a court of another jurisdiction. This creates
additional uncertainties as to the outcome of litigation.

In particular, the following uncertainties may affect the Group's operations
and its profitability:

 i. substantial uncertainties regarding the interpretation and application of
    PRC laws and regulations;
ii. new laws may be applied retrospectively;
iii. there may be a requirement to obtain new licences, permits or approvals
    and there is no guarantee that these may be obtained;
iv. the PRC government has broad discretion in dealing with violations of law
    and regulations, including levying fines, revoking business and other
    licences and requiring actions necessary for compliance;
 v. the PRC legal system is based in part on government policies and internal
    rules, some of which are not published on a timely basis or at all; and
vi. in the PRC, transactions are often subject to government approval for their
    effectiveness. Failure to obtain such approval may lead to the Group being
    unable to carry out specific business transactions and/or contractual
    obligations, and may further subject the Group to penalties imposed by the
    PRC law.
Foreign exchange controls

Foreign exchange transactions in the PRC (including the repatriation of
investment returns and capital) continue to be subject to foreign exchange
controls of the State Administration Bureau of Foreign Exchange of the PRC.
Currently companies incorporated in the PRC may repatriate profits and
dividends to their foreign shareholders; no governmental approval is required
to repatriate profits and dividends out of the PRC. Capital may also be
repatriated after the capital decrease has been approved by the relevant
authorities. However, there is the risk that this permission may not always be
forthcoming and that in the event any investee company fails to obtain the
required permission, capital will not be repatriated. Any relaxation or
abolition of exchange controls, may give rise to capital outflows from China
which could, among other things, adversely affect the strength of the Renminbi
and the availability and cost of funding in China and could give rise to higher
interest rates, thereby adversely affecting the greater Chinese economy and
correspondingly adversely affecting investee companies.

Risks relating to the Ordinary Shares

Cayman Islands company law

The Company is an exempted company incorporated in the Cayman Islands under the
Companies Law. There are a number of differences between the corporate
structure of the Company and that of a public limited company incorporated in
England under the UK Companies Act 2006. As a result, the rights of the
Shareholders will be governed by the laws of the Cayman Islands and the
Memorandum and Articles. The laws of the Cayman Islands relating to the
protection of the interests of minority Shareholders differ in some respects
from those established under statutes or judicial precedent in existence in
England. Such differences may mean that the Company's minority shareholders may
have less protection than they would have under the laws of England and Wales.

In particular, the City Code will not apply to the Company and accordingly, any
takeover of the Company will be unregulated by the UK takeover authorities. In
particular, there is no equivalent obligation under Cayman Islands law to Rule
9 of the Takeover Code. As a result, there is no obligation on any person or
persons acting in concert who acquires an interest in securities which carry 30
per cent. or more of the voting rights of the Company, or who acquire any
further voting rights at a time when they hold at least 30 per cent. but no
more than 50 per cent. of the voting rights of the Company, to make an offer to
acquire the remainder of the securities in the Company. The Companies Law
provides that a company acquiring 90 per cent. or more of the issued share
capital of a Cayman Islands company pursuant to a scheme or contract may
compulsorily acquire the remaining 10 per cent. from dissenting shareholders.


For further information, please contact:

Ford Eagle Group Ltd
Nicholas Littlewood, Executive Chairman
+44 7813 623 558 (UK)
+852 6140 1214 (HK)

Cairn Financial Advisers LLP - Corporate Adviser
Simon Sacerdoti
+ 44 20 7148 7904

Alexander David Securities Limited - Broker
David Scott
+44 20 7448 9830

Axiom Capital Ltd - Financial Adviser
David Sinclair or Kobus Huisamen
+44 20 8455 0011

A copy of the Admission Document is available from Axiom Capital Ltd; 
Roman House, 296 Golders Green Road, London, NW11 9PT, or from
[email protected]

The Directors of Ford Eagle Group Limited take responsibility for the content
of this announcement.


a d v e r t i s e m e n t