ABAS Workbooks - Capital - Case Study(2)

Extract of notes to the accounts

12. Share capital

1997 Authorized 10,000,000 ordinary shares of Rmb 10 each Issued and fully paid 819,000 ordinary shares of Rmb 10 each

33,560 1,234 Rmb '000 38,7201,0241996Rmb '000

PWC audit 审计

Thinkready, Inc.

Minutes of a meeting of the board of directors held on January 14, 1998

Present: Philip Tan Wan Kong (Chairman)

Charles Heindahl Wong Bun Yeung Siu Mo

T. E. Johns (Company secretary) Tsoi Mun Wai (Company secretary)

1. Tan Wan Kong began by welcoming Tsoi Mun Wai to the meeting.

2. T. E. Johns stated that he wished to resign from the post of Company Secretary and the

board regretfully accepted his decision. On behalf of the board, Charles Heindahl thanked him for all his hard work in the past and said that he would be missed.

3. Tan Wan Kong proposed that Tsoi Mun Wai as Company Secretary to replace T. E.

Johns. Ms. Tsoi accepted the proposal and left the room while the board voted. Ms. Tsoi was appointed company secretary unanimously.

4. Philip reported that he has received the final copy of the managed care agreement with

Hospital Associate. Both he and Charles have reviewed the contract and have voted that the changes requested by the Board at the November 1997 meeting have been made. Philip, director, and Charles, director, will be meeting with Mr. Yip Kin Lung, Hospital Associate's representative, to sign the final contract.

5. Philip stated that discussion were underway with the Company's financial advisors to

raise additional funds for further development. One possible way of raising funds currently under consideration is the issue of new shares to a venture capitalists.

6. Pay rise of 7% for all employees were approved. These rises are to date back to the

beginning of the year and the first month's pay to be affected will be January's.

7. Additionally a one-off bonus of 15% of 1997 yearly salaries for all sales staff was

approved. The board noted that, subject to the audit of the financial statements, it looked like turnover for the year had risen by at least that amount. It was generally agreed that it had been an exceptional year and that the increase in turnover was down to the hard work of the sales staff. This bonus is to be paid in the February payroll.

8. There being no further matters to discuss the meeting was adjourned. The date of the

next meeting was agreed at July 1, 1998.

Philip Tan Charles

Wong

Yeung Siu

Heindahl

Charles Heindahl

Bun Mo

Yeung Siu Mo

Philip Tan Wan Kong Wong Bun

PWC audit 审计

Thinkready, Inc.

Minutes of the Annual General Meeting - April 1, 1998

Present: Philip Tan Wan Kong (Chairman)

Yip Han

Charles Heindahl Wong Bun Yeung Siu Mo

Tsoi Mun Wai (Company secretary)

Keith Dugdale (PricewaterhouseCoopers)

1. Philip Tan began by welcoming auditor Mr. Summers to the meeting.

2. Philip presented the accounts to the AGM and asked anyone if they had any questions

concerning the accounts. PricewaterhouseCoopers expressed his willingness to answer any queries members of the Company might have.

3. The members of the Company agreed unanimously to adopt the accounts.

4. PricewaterhouseCoopers expressed his firm's willingness to continue in office as

auditors. The members agreed unanimously to reappoint PricewaterhouseCoopers as auditors for the financial year ended December 31, 1998.

5. There being no further matters to discuss, the meeting was closed.

Philip Tan Charles

Wong

Yeung Siu

Heindahl

Charles Heindahl

Bun Mo

Yeung Siu Mo

Philip Tan Wan Kong Wong Bun

PWC audit 审计

Thinkready, Inc.

Minutes of a meeting of the board of directors held on July 1, 1998

Present: Philip Tan Wan Kong (Chairman)

Charles Heindahl Wong Bun Yeung Siu Mo

Tsoi Mun Wai (Company secretary)

1. Tan Wan Kong began the meeting by welcoming the rest of the Board.

2. The board noted that the financial statements for the 1997 year end were now signed

and the Directors of the Company had approved them. It had been an exceptional year and it was agreed that a year end bonus of Rmb 250,000 be paid to each of the Directors.

3. The purchase of a new tank system, together with all necessary piping for Rmb

1,500,000 was approved. The new tank is to be used to produce products currently under development. It was noted that Cortoline sales were no longer continuing to rise and so it was becoming a matter of urgency to have new products licensed for next year. Yeung Siu Mo agreed to update the board on the status of the product development and licensing at the next board meeting.

Philip Tan Charles

Wong

Yeung Siu

Heindahl

Charles Heindahl

Bun Mo

Yeung Siu Mo

Philip Tan Wan Kong Wong Bun

PWC audit 审计

Thinkready, Inc.

Minutes of a meeting of the board of directors held on August 2, 1998

Present: Philip Tan Wan Kong (Chairman)

Charles Heindahl Wong Bun Yeung Siu Mo

Tsoi Mun Wai (Company secretary)

1. Tan Wan Kong began the meeting by bringing the rest of the Board up to date with the

proposed issue of share capital to a venture capitalist. The board noted that there had been many meetings between the financial advisor's and Philip and Jim and the venture capitalists, 3x Venture Capitalists.

2. It was noted that if the issue proceeds, with the funds raised, the company would be in

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