MIRA INFORM REPORT

Report Date :

31.07.2012

IDENTIFICATION DETAILS

Name :	TOPPY TRADING (HONG KONG) LTD.

Formerly Known As :	Onvast Ltd

Registered Office :	Toppy Tower, 45-51 Kwok Shui Road, Kwai Chung, New Territories

Country :	Hong Kong

Date of Incorporation :	13.05.1993

Com. Reg. No.:	17564968

Legal Form :	Private Limited Company

Line of Business :	Importer, Exporter and Wholesaler of all kinds of ladies’ fashion garments, casual wear and fashion accessories

No. of Employees :	200. (Hong Kong)

RATING & COMMENTS

MIRA’s Rating :

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31^st, 2012

Country Name

Previous Rating

(31.12.2011)

Current Rating

(31.03.2012)

Hong Kong

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

Company name

TOPPY TRADING (HONG KONG) LTD.

Company ADDRESS

Toppy Tower, 45-51 Kwok Shui Road, Kwai Chung, New Territories, Hong Kong.

PHONE: 2943 2100, 2943 2200

FAX: 2943 2270

E-MAIL: marketing@toppy.com.hk

MANAGEMENT

Managing Director: Mr. Fang Kang, Vincent

SUMMARY

Incorporated on: 13th May, 1993.

Organization: Private Limited Company.

Capital: Nominal: HK$50,000,000.00

Issued: HK$50,000,000.00

Business Category: Garment Trader.

Annual Turnover: HK$550~650 million.

Group Employees: 200. (Hong Kong)

Main Dealing Banker: Standard Chartered Bank (Hong Kong) Ltd., Hong Kong.

Banking Relation: Good.

Company ADDRESS

Registered Head Office:-

Toppy Tower, 45-51 Kwok Shui Road, Kwai Chung, New Territories, Hong Kong.

Holding Company:-

Kanvest Ltd., British Virgin Islands.

Associated Companies:-

Fang Brothers Group of Companies

Doulton Co. Ltd., Hong Kong.

Environ Services International (Hong Kong) Ltd., Hong Kong.

Fang Brothers (China) Ltd., Hong Kong.
[Formerly known as Fang Brothers Investments Ltd.]

Fang Brothers Holding (Thailand) Co. Ltd., Thailand.

Fang Brothers Holdings Ltd., British Virgin Islands.
[Formerly known as KF Enterprise Ltd.]

Fang Brothers Knitting Ltd., Hong Kong.

Fang Brothers Textiles Ltd., Hong Kong.

Fine Gene Co. Ltd., Hong Kong.

FPC Ltd., Hong Kong.
[Formerly known as First Petroleum Corporation Ltd.]

General Electronics Ltd., Bermuda.
General Electronics Holdings Ltd., British Virgin Islands.
and others

Glory Views Ltd., Hong Kong.

Hopeful Textile Co. Ltd., Hong Kong.

J. Breed Clothing (HK) Ltd., Hong Kong.

J. Breed Clothing Inc., USA.

Jesire Europe Ltd., UK.

Jessica Knitwear Ltd., Hong Kong.

Lea Tai Textile Co. Ltd., Hong Kong.

Maxpoint Ltd., Hong Kong.

Novo Concept Ltd., Hong Kong.

Novo Leasing Ltd., Hong Kong.

Novo Retail Ltd., Hong Kong.
[Formerly known as Comfort Dyeing Ltd.]

P.T. Daya Sama Textile Co., Indonesia.

Pioneer Property Co. Inc., USA.

Power Run Ltd., Hong Kong.

Pringle (Hong Kong) Ltd., Hong Kong.

Rameko Investments Ltd., Hong Kong.

Right Known Development Ltd., Hong Kong.

S.C. Fang & Sons Co. Ltd., Hong Kong.

Sixty China Ltd., Hong Kong.

Toppy Co. (Hong Kong) Ltd., Hong Kong.

Toppy International Holdings Ltd., Bermuda.

Toppy International Ltd., Hong Kong.

Toppy Strategic Ltd., Bermuda.

Toppy Trading (Hong Kong) Ltd., Hong Kong.

United Realty Co. Ltd., Hong Kong.

United Realty Ltd., Hong Kong.

Zeppelin Capital Ltd., Hong Kong.

Zeppelin Property Development Consultants Ltd., Hong Kong.

Zeppelin Real Estate Analysis Ltd., Hong Kong.

etc.

Related Companies:-

Antrix Investment Ltd., British Virgin Islands/Hong Kong.

Burwill Holdings Ltd., Bermuda/Hong Kong.

Diamond String Ltd., Hong Kong.

Federated Properties Ltd., Hong Kong.

GRI Asia Ltd., Bermuda.

Halewinner Ltd., Hong Kong.

International Distribution Concepts Ltd., Hong Kong. [Dissolved]

Sun Yen Enterprise Co. Ltd., Hong Kong.

Wing Tai Properties Ltd., Bermuda/Hong Kong.
[Formerly known as USI Holdings Ltd.]

Yeebo LCD Ltd., Hong Kong.

Yeebo Manufacturing Ltd., Hong Kong.

Yeebo Semiconductor Ltd., Hong Kong.

BUSINESS REGISTRATION NUMBER

17564968

COMPANY FILE NUMBER

0420369

MANAGEMENT

Managing Director: Mr. Fang Kang, Vincent

CAPITAL

Nominal Share Capital: HK$50,000,000.00 (Divided into 50,000,000 shares of HK$1.00 each)

Issued Share Capital: HK$50,000,000.00

SHAREHOLDERS

(As per registry dated 13-05-2012)

Name		No. of shares
FANG Kang, Vincent		1
Kanvest Ltd. Vanterpool Plaza, 2/F., Wickhams Cay I, Road Town, Tortola, British Virgin Islands.		49,999,999
		–––––––––
	Total:	50,000,000 ========

DIRECTORS

(As per registry dated 13-05-2012)

Name (Nationality)	Address
TSANG Lai Sheung, Patricia	2/F., 5 Tat Chee Avenue, Yau Yat Chuen, Kowloon, Hong Kong.
FANG Yan Kit, Alan	2/F., 5 Tat Chee Avenue, Yau Yat Chuen, Kowloon, Hong Kong.
FANG Kang, Vincent	2/F., 5 Tat Chee Avenue, Yau Yat Chuen, Kowloon, Hong Kong.

SECRETARY

(As per registry dated 13-05-2012)

Name	Address	Co. No.
Rameko Investments Ltd.	20-24 Kwai Wing Road, Kwai Chung, New Territories, Hong Kong.	0096345

HISTORY

The subject was incorporated on 13th May, 1993 as a private limited liability company under the Hong Kong Companies Ordinance.

It was originally registered under the name of Onvast Ltd., name changed to the present style on 16th December, 1993.

Formerly the subject was located at 7/F., Wyler Centre 2, 200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong, moved to12/F., Toppy Tower, 26-34 Kin Chuen Street / 659 Castle Peak Road, Kwai Chung, New Territories, Hong Kong in late 1998. The whole building of this Toppy Tower is owned by the Toppy Group. The subject moved to the present address at Toppy Tower, 45-51 Kwok Shui Road, Kwai Chung, New Territories, Hong Kong in September 2006.

Apart from these, neither material change nor amendment has been ever traced and noted.

OPERATIONS

Activities: Importer, Exporter and Wholesaler.

Lines: All kinds of ladies’ fashion garments, casual wear and fashion accessories.

Group Employees: 200.

Commodities Imported: Imports fashion accessories and materials from Europe, Japan, Taiwan, etc. and

arranges the finished goods from inter-group companies.

Markets: USA, Canada, Europe, Hong Kong, etc.

Annual Turnover: HK$550~650 million.

Terms/Sales: On various terms.

Terms/Buying: As per contracted.

FINANCIAL INFORMATION

Nominal Share Capital: HK$50,000,000.00 (Divided into 50,000,000 shares of HK$1.00 each)

Issued Share Capital: HK$50,000,000.00

Alternation of Capital:-

13-05-1993	paid up	HK$ 2.00
13-11-2008	paid up	HK$ 49,999,998.00
		––––––––––––––––
Total:	paid up	HK$ 50,000,000.00 ==============

Increase of Nominal Capital:-

From

HK$10,000.00

HK$50,000,000.00

13-11-2008

Profit or Loss: Making a profit every year.

Condition: Business is active.

Facilities: Making active use of general banking facilities.

Payment: Met as contracted.

Commercial Morality: Good.

Bankers:-

· Standard Chartered Bank (Hong Kong) Ltd., Hong Kong.

Shanghai Commercial Bank Ltd., Hong Kong.

The Hongkong & Shanghai Banking Corp. Ltd., Hong Kong.

Standing: Very Good.

GENERAL

Toppy Trading (Hong Kong) Ltd. is a wholly-owned subsidiary of Kanvest Ltd. which is a BVI-registered firm.

The subject in fact is a member of the Toppy Group [Toppy/Group] which is a sub-group of the Fang Brothers Group, a leading textile organization in Hong Kong.

The Toppy Group represents one of the Hong Kong fashion industry’s success companies. Since its inception over 30 years ago, the Group has established itself as a leader in high-quality, fashionable, stylish products.

Housing a total of five well-known brands under Toppy corporate umbrella — “Episode”, “Episode Studio”, “Jessica”, “Colour Eighteen” and “Weekend Workshop” — the Group boasts having over 400 outlets and many independent Toppy stores worldwide. It also has a considerable presence in China, where “Toppy “brands have become popular with the increasingly stylish population. It also operates in Hong Kong, Taiwan Thailand, Macau, Singapore, the Philippines and Malaysia. The latest additions include Dubai and Lebanon in the Middle East.

The Group’s international clothing style geared to the professional working women, combined with American selling methods and the supply of labour from China, have pushed Toppy to the top ranks of women’s wear.

Toppy has grown exceedingly fast over the past years. Today, the Toppy Group has about 20 factories in China, Thailand, Malaysia, the Philippines, Ireland, Mexico and the United States. More than 12,000 staff are now employed by Toppy International worldwide. Its outlet stores are in 28 countries including Hong Kong, Belgium, Canada, France, Germany, Indonesia, Ireland, Japan, Luxembourg, Macau, China, Singapore, Sweden, Taiwan, Thailand, the United Kingdom and the United States. The Toppy Group sells in these countries under the brand names of “Episode”, “Episode Studio”, “Episode on Excursion”, “Excursion”, “Jessica”, “Jeselle”, “Colour Eighteen” and “Oxygen”.

In December 1994, the subject’s affiliate Toppy International Ltd. won the Hong Kong International Business Award for 1994. Toppy International Ltd. is one of the few retail companies in Asia that has been selling its products in New York, Chicago, London and Paris.

In Hong Kong, the Group operates a chain of stores in retail of fashion garments through Toppy Co. (Hong Kong) Ltd. The subject is principally responsible for exporting garments to overseas. It is trading in ladies’ jackets, suits, blouses, dresses and skirts, slacks, etc. Products are exported to the United States, Canada and Europe. It is also importing fabrics and garment accessories from Europe, Japan, Taiwan, etc. for its affiliated factories.

Principal members of the Fang Brothers Group include the following firms:-

· Comfort Dyeing Ltd.

Doulton Co. Ltd.

Fang Brothers Knitting Ltd.

[One of Hongkong’s biggest knitwear manufacturers]

Fang Brothers Textiles Ltd. [Inactive]

Fantastic Garments Ltd.

First Petroleum Corporation Ltd.

General Electronics Ltd., Bermuda

General Electronics Holdings Ltd., British Virgin Islands

and others

Glory Views Ltd.

Hopeful Textile Co. Ltd.

J. Breed Clothing Inc., USA.

Jessica Knitwear Ltd.

KF Enterprise Ltd., British Virgin Islands.

Lea Tai Textile Co. Ltd.

Maxpoint Ltd.

P.T. Daya Sama Textile Co., Indonesia.

Pioneer Property Co. Inc., USA.

Power Run Ltd.

Rameko Investments Ltd.

S.C. Fang & Sons Co. Ltd.

Sun Yen Enterprise Co. Ltd.

Toppy Co. (Hong Kong) Ltd.

Toppy International Holdings Ltd., Bermuda.

Toppy International Ltd.

Toppy Strategic Ltd., Bermuda.

United Realty Co. Ltd. etc.

Note:

The above companies were incorporated in Hong Kong except those marked with a country name.

The presence of the Group dates back to 1948 when Lea Tai Textile Co. Ltd. was established by Mr. Fang Shao Chow, a Shanghai native and his two brothers. The textile business of the group is managed by the sons of Mr. Fang while the electronic business is administered by the sons of Mr. Fang’s two brothers. Mr. Fang Shao Chow has four sons, namely Kenneth Fang Hung, Laurence Fang Chiu, Vincent Fang Kang and Jeffrey Fang Fang.

Toppy travelled a bumpy road for about 15 years before taking large leaps in ladies’ design apparel. The idea for Toppy came in 1973 when Jeffrey, the youngest of four brothers and his brother Vincent decided to act on impulse. The real push came in 1986 when Christine, Jeffrey’s wife who worked with him as fashion co-ordinator at the family’s sweater factory, headed the Toppy line.

Now, most of the fashions of the Toppy Group and the Fang Brothers Group are manufactured by their affiliated factories in China. The Groups are responsible for supplying their affiliated factories in China with raw materials which are mainly imported from Europe, Taiwan and Japan.

The annual sales turnover of the Groups are very significant. Business keeps on expanding.

The subject’s directors are respectable and experienced businessmen with good financial standing.

Hon. Vincent Fang Kang, SBS, JP, has been elected councillors of Legislative Council of Hong Kong SAR. He is also the Chief Executive Officer of Toppy Co. (Hong Kong) Ltd. and Managing Director of Fantastic Garments Ltd.

Another director, Mr. Kenneth Fang Hung, CBE, JP, aged 68, holds a Master degree in Chemical Engineering from the Massachusetts Institute of Technology of the United States. He is currently the Chairman and Managing Director of the Fang Group. The Group’s manufacturing arm owns and operates garment production facilities in 10 countries throughout the world while its retail arm markets and sells high-end women apparels under its own labels in more than 20 countries. In addition, he holds directorate positions in many reputable listed and private companies, including to be a non-executive director of The Hong Kong & Shanghai Banking Corporation (The HSBC Group). At present, he is the Chairman of the Hong Kong Export Credit Insurance Corporation Advisory Board, Chairman of the Hong Kong Productivity Council, Honorary President of the Hong Kong Textile Council, Honorary President of the Hong Kong Woolen & Synthetic Knitting Manufacturers Association, Member of the Textile Advisory Board of the Trade Department, and Chairman of the Garment Advisory Board of the Trade Development Council. He has over 40 years of experience in garment manufacturing, international trading and management.

On the whole, consider it good for normal business engagements.

REMARKS:

Property information of the Fang Brothers Group:-

1. Property Location: Toppy Tower (formerly known as Lap Shun Industrial Building), Kwai Chung Town Lot No. 193, Kin Chuen Street, Kwai Chung, New Territories, Hong Kong.

Owner: United Realty Co. Ltd.

Date of Purchase: 23-05-1985

Purchased Price: HK$50,000,000