-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FpanlV4JOsmhavM6L5u/RP3iLXtLHMtUBCjLHafiJfHIQm7e4aGuatiFqN1iiu6x 9ulehsyDONpNN9HeeUbS1A== 0000898822-01-000126.txt : 20010206 0000898822-01-000126.hdr.sgml : 20010206 ACCESSION NUMBER: 0000898822-01-000126 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010205 GROUP MEMBERS: FLAIR INVESTMENT HOLDINGS LIMITED GROUP MEMBERS: SPORTSWEAR HOLDINGS LTD GROUP MEMBERS: WESTLEIGH LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HILFIGER TOMMY CORP CENTRAL INDEX KEY: 0000888747 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44195 FILM NUMBER: 1525139 BUSINESS ADDRESS: STREET 1: 6/F PRECIOUS INDUSTRIAL CENTRE STREET 2: 18 CHEUNG YUE ST CITY: CHEUNG SHA WAN KOWLO STATE: K3 BUSINESS PHONE: 8522747798 MAIL ADDRESS: STREET 1: 25 WEST 39TH STREET CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPORTSWEAR HOLDINGS LTD CENTRAL INDEX KEY: 0001061945 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O NOVAL ENTERR LTD 12F CHAUNG SHA STREET 2: NOVEL IND BLDG 850-870 LAI CHI KOK RD CITY: KOWLOON HONG KONG BUSINESS PHONE: 85223718888 MAIL ADDRESS: STREET 1: NOVAL ENTER LTD 12F NOVEL IND BLDG STREET 2: 850-870 LAI CHI KOK RD CHAUNG SHA WAN CITY: KOWLOON HONG KONG SC 13D/A 1 0001.txt AMENDMENT NO. 4 TO SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) TOMMY HILFIGER CORPORATION (NAME OF ISSUER) ORDINARY SHARES, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) G8915Z10 (CUSIP NUMBER) GARY I. SHEFF, ESQ. C/O TOMMY HILFIGER U.S.A., INC. 485 FIFTH AVENUE NEW YORK, NEW YORK 10017 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) FEBRUARY 5, 2001 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] (Continued on following pages) (Page 1 of 12 Pages) SCHEDULE 13D/A - -------------------------------------- ------------------------------------ CUSIP NO. G8915Z10 (PAGE 2 OF 12 PAGES) - -------------------------------------- ------------------------------------ - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS SPORTSWEAR HOLDINGS LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF-OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 12,284,374 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 12,284,374 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,284,374 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D/A - -------------------------------------- ------------------------------------ CUSIP NO. G8915Z10 (PAGE 3 OF 12 PAGES) - -------------------------------------- ------------------------------------ - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WESTLEIGH LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF-OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 12,284,374 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 12,284,374 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,284,374 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D/A - -------------------------------------- ------------------------------------ CUSIP NO. G8915Z10 (PAGE 4 OF 12 PAGES) - -------------------------------------- ------------------------------------ - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS FLAIR INVESTMENT HOLDINGS LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF-OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 12,284,374 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 12,284,374 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,284,374 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and restated as follows: This Statement (Amendment No. 4) is being filed by Sportswear Holdings Limited, a British Virgin Islands corporation ("Sportswear"), Westleigh Limited, a British Virgin Islands corporation ("Westleigh") and Flair Investment Holdings Limited, a British Virgin Islands corporation ("Flair" and, collectively with Sportswear and Westleigh, the "Filing Persons") to amend the Statement on Schedule 13D filed with the Securities and Exchange Commission on May 18, 1998 by the Filing Persons, Pepe Jeans London Corporation, a British Virgin Islands corporation ("PJLC"), Blackwatch Investments Limited, a British Virgin Islands corporation ("Blackwatch"), Anasta Holdings Limited, a British Virgin Islands corporation ("Anasta"), Thomas J. Hilfiger ("Hilfiger"), Joel J. Horowitz ("Horowitz") and AIHL Investment Group Limited, a British Virgin Islands corporation ("AIHL" and, collectively with the Filing Persons, PJLC, Blackwatch, Anasta, Hilfiger and Horowitz, the "Original Filing Persons"), as amended by Amendment Nos. 1, 2 and 3 thereto filed with the Securities and Exchange Commission on August 7, 1998, September 11, 1998 and August 4, 2000, respectively. AIHL Investment Holdings Limited, a British Virgin Islands corporation ("Holdings"), was a signatory to Amendment Nos. 2 and 3 to such Statement on Schedule 13D. Sportswear's principal business is investment holdings. The principal business address and the address of the principal office of Sportswear is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. Sportswear is indirectly owned 50% by Westleigh and directly owned 50% by Flair. Westleigh's principal business is investment holdings. The principal business address and the address of the principal office of Westleigh is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. Westleigh is ultimately controlled by its directors, Kuang-Piu Chao, Silas K.F. Chou, an executive officer and director of the Company, Ronald K.Y. Chao, a director of the Company, and Susana Chou. Flair's principal business is investment holdings. The principal business address and the address of the principal office of Flair is Woodbourne Hall, P.O. Box 3162, Road Town, Tortola, British Virgin Islands. At the time of the transactions described in Item 3, Flair was a wholly-owned subsidiary of Gadwal Limited, a Hong Kong corporation ("Gadwal"). The capital stock of Flair is owned by a trust, of which Lawrence S. Stroll, an executive officer and director of the Company, is the beneficiary. Set forth in Annex A attached hereto and incorporated herein by reference are the name, title, business address, principal occupation and address of the business in which the principal occupation is conducted, and citizenship of each executive officer and director of the Filing Persons and other entities as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. During the last five years, none of the Filing Persons, or, to the knowledge of the Filing Persons, any of the persons listed on Annex A hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a -5- civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. ITEM 4. PURPOSE OF THE TRANSACTION. Item 4 is hereby amended and restated as follows: PJLC acquired the Transaction Shares for investment purposes in connection with the transactions effected pursuant to the Stock Purchase Agreement. Subject to market conditions and other factors, the Filing Persons plan to sell up to 7,000,000 of the Transaction Shares pursuant to Rule 144 under the Securities Act of 1933, as amended, or in privately negotiated transactions. Other than as described above, none of the Filing Persons has any plan or proposal which relates to or would result in any of the transactions described in clauses (a) through (j) of Item 4 of Form 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated as follows: As of February 5, 2001, Sportswear directly beneficially owns 12,284,374 Ordinary Shares, representing 13.7% of the outstanding Ordinary Shares. As of February 5, 2001, each of Westleigh and Flair may be deemed to beneficially own 12,284,374 Ordinary Shares, representing 13.7% of the outstanding Ordinary Shares, through their respective direct or indirect ownership of the capital stock of Sportswear. Sportswear, Westleigh and Flair may be deemed to have shared voting power and shared dispositive power over the Ordinary Shares directly beneficially owned by Sportswear. None of the Filing Persons or, to the knowledge of the Filing Persons, any of the persons listed in Annex A hereto, has effected any transactions in the Ordinary Shares during the sixty days preceding the date of this report. Annex A hereto sets forth additional information, to the knowledge of the Filing Persons, as to the beneficial ownership of Ordinary Shares (other than the Transaction Shares) by the persons listed in Annex A. -6- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (1) Stock Purchase Agreement, dated as of January 31, 1998, by and among the Company, TH USA, Tommy Hilfiger (Eastern Hemisphere) Limited and PJLC (incorporated by reference to Annex A to the Proxy Statement of the Company dated March 30, 1998, filed with the Securities and Exchange Commission on March 30, 1998). (2) Lock-Up Agreement, dated as of January 31, 1998, by and among the Company, PJLC, Blackwatch, AIHL, Anasta, Sportswear, Westleigh, Flair (as assignee of Gadwal), Hilfiger and Horowitz (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 1, 1998, filed with the Securities and Exchange Commission on April 1, 1998). (3) Registration Rights Agreement, dated as of May 8, 1998, by and among the Company and the Original Filing Persons (previously filed). (4) Joint Filing Agreement. -7- SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. February 5, 2001 SPORTSWEAR HOLDINGS LIMITED WESTLEIGH LIMITED FLAIR INVESTMENT HOLDINGS LIMITED By: SPORTSWEAR HOLDINGS LIMITED* By: /s/ Silas K.F. Chou --------------------------- Name: Silas K.F. Chou Title: President * For each of the Filing Persons pursuant to the Joint Filing Agreement dated February 5, 2001 -8- ANNEX A The name, title, business address, present principal occupation and the address of business in which the principal occupation is conducted, and citizenship of each director and executive officer of Sportswear Holdings Limited, are set forth below.
ADDRESS OF BUSINESS PRESENT IN WHICH PRINCIPAL PRINCIPAL OCCUPATION NAME TITLE BUSINESS ADDRESS OCCUPATION CONDUCTED CITIZENSHIP Silas K.F. Chou President, Novel Enterprises Ltd. Director and Tommy Hilfiger Corporation Portugal Treasurer 12/F, Novel Industrial Bldg. Executive 6/F, Precious Industrial Centre and Director 850-870 Lai Chi Kok Road Officer of the Cheung Sha Wan, Kowloon Cheung Sha Wan, Kowloon Company Hong Kong Hong Kong Director and Novel Enterprises Ltd. Executive 12/F, Novel Industrial Bldg. Officer of 850-870 Lai Chi Kok Road Novel Enter- Cheung Sha Wan, Kowloon prises Limited Hong Kong Lawrence S. Vice Pepe Group Limited Director and Tommy Hilfiger Corporation Canada Stroll President, c/o Godley & Company Executive 6/F, Precious Industrial Centre Managing 6 Park Lane Officer of the Cheung Sha Wan, Kowloon Director and Wembley Company Hong Kong Director Middlesex, UK HA9 7RP Ronald K.Y. Director Novel Enterprises Ltd. Director and Novel Enterprises Ltd. Great Britain Chao* 12/F, Novel Industrial Bldg. Executive 12/F, Novel Industrial Bldg. (HK) 850-870 Lai Chi Kok Road Officer of 850-870 Lai Chi Kok Road Cheung Sha Wan, Kowloon Novel Enter- Cheung Sha Wan, Kowloon Hong Kong prises Limited Hong Kong Leo Stroll Director Tommy Hilfiger Canada Inc. Director and Tommy Hilfiger Canada Inc. Canada 7077, avenue du Parc Executive 7077, avenue du Parc Suite #502 Officer of Suite #502 Montreal, Quebec Tommy Hilfiger Montreal, Quebec Canada H3N 1X7 Canada Inc. Canada H3N 1X7
- ---------------------------- * See Notes to Annex A -9- The name, title, business address, present principal occupation and the address of business in which the principal occupation is conducted, and citizenship of each director of Westleigh Limited, are set forth below.
ADDRESS OF BUSINESS PRESENT IN WHICH PRINCIPAL PRINCIPAL OCCUPATION NAME TITLE BUSINESS ADDRESS OCCUPATION CONDUCTED CITIZENSHIP Kuang-Piu Chao Director 12/F, Novel Industrial Director and 12/F, Novel Industrial Building China Building Executive 850-870 Lai Chi Kok Road 850-870 Lai Chi Kok Road Officer of Cheung Sha Wan, Kowloon Cheung Sha Wan, Kowloon Novel Enter- Hong Kong Hong Kong prises Limited Silas K.F. Chou Director Novel Enterprises Ltd. Director and Tommy Hilfiger Corporation Portugal 12/F, Novel Industrial Bldg. Executive 6/F, Precious Industrial Centre 850-870 Lai Chi Kok Road Officer of the Cheung Sha Wan, Kowloon Cheung Sha Wan, Kowloon Company Hong Kong Hong Kong Director and Novel Enterprises Ltd. Westleigh Executive 12/F, Novel Industrial Bldg. Limited Officer of 850-870 Lai Chi Kok Road Novel Enter- Cheung Sha Wan, Kowloon prises Limited Hong Kong Ronald K.Y. Director Novel Enterprises Ltd. Director and Novel Enterprises Ltd. Great Britain Chao* 12/F, Novel Industrial Bldg. Executive 12/F, Novel Industrial Bldg. (HK) 850-870 Lai Chi Kok Road Officer of 850-870 Lai Chi Kok Road Cheung Sha Wan, Kowloon Novel Enter- Cheung Sha Wan, Kowloon Hong Kong prises Limited Hong Kong Susana Chou Director Avenida de Vendeslau de Director and Novel Enterprises Ltd. Portugal Morais Executive 12/F, Novel Industrial Building No. 181-183 Edificio Officer of 850-870 Lai Chi Kok Road Industrial Va Novel Enter- Cheung Sha Wan, Kowloon Meng, prises Limited Hong Kong 1 Andar, Macau
- ---------------------------- * See Notes to Annex A -10- The name, title, business address, present principal occupation and the address of business in which the principal occupation is conducted, and citizenship of each director of Flair Investment Holdings Limited, are set forth below.
ADDRESS OF BUSINESS PRESENT IN WHICH PRINCIPAL PRINCIPAL OCCUPATION NAME TITLE BUSINESS ADDRESS OCCUPATION CONDUCTED CITIZENSHIP Lawrence S. Director Pepe Group Limited Director and Tommy Hilfiger Corporation Canada Stroll c/o Godley & Company Executive 6/F, Precious Industrial Centre 6 Park Lane Officer of the Cheung Sha Wan, Kowloon Wembley Company Hong Kong Middlesex, UK HA9 7RP Jonathan Dudman* Director IMG (Monaco) Officer of IMG IMG (Monaco) Great Britain Est-Ouest (Monaco) Est-Ouest 24, Blvd. Princess Charlotte 24, Blvd. Princess Charlotte Monte-Carlo Monte-Carlo MC 98000 Monaco MC 98000 Monaco John Palliser* Director IMG (Monaco) Officer of IMG IMG (Monaco) Great Britain Est-Ouest (Monaco) Est-Ouest 24, Blvd. Princess Charlotte 24, Blvd. Princess Charlotte Monte-Carlo Monte-Carlo MC 98000 Monaco MC 98000 Monaco
- ---------------------------- * See Notes to Annex A -11- NOTES TO ANNEX A 1. Mr. Chao has the right to acquire beneficial ownership of 11,600 Ordinary Shares pursuant to currently exercisable stock options previously granted to him under the Company's stock incentive plans. "Currently exercisable stock options" for the purposes of the above include options becoming vested and exercisable within 60 days from the date of this report. 2. Messrs. Dudman and Palliser may be deemed to beneficially own 4,000 Ordinary Shares held by various investment companies of which they serve as directors. In addition, Mr. Dudman directly beneficially owns 1,750 Ordinary Shares. -12- EX-99 2 0002.txt EXHIBIT 4 - JOINT FILING AGREEMENT EXHIBIT 4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the ordinary shares, par value $.01 per share, of Tommy Hilfiger Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. February 5, 2001 SPORTSWEAR HOLDINGS LIMITED By: /s/ Silas K.F. Chou ------------------------------------- Name: Silas K.F. Chou Title: President WESTLEIGH LIMITED By: /s/ Silas K.F. Chou ------------------------------------- Name: Silas K.F. Chou Title: Director FLAIR INVESTMENT HOLDINGS LIMITED By: /s/ Lawrence S. Stroll ------------------------------------- Name: Lawrence S. Stroll Title: Director -----END PRIVACY-ENHANCED MESSAGE-----