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DECLARATION BY PREVIOUS DIRECTORS OF THE BOARD OF

CHINESE AUSTRALIAN SERVICES SOCIETY CO-OPERATIVE LTD. (CASS)

1. We were Directors of the Board of Chinese Australian Services Society Co-operative Ltd.
(CASS) between 10-12-2007 to 7-10-2008 except Helen Sham-Ho who ceased to be
Director of CASS on 31-8-2008. We were all newly elected at the 26th CASS Annual
General Meeting on 9-12-2007 and four of us resigned as CASS Board Directors soon
after the 27th Annual General Meeting held on the 31-8-2008.

2. During our term as Directors of CASS, we found its management dictatorial and
unaccountable and many of us left the Board disappointed.

3. We are now concerned with the recent event whereby the Chairperson will be moving two
motions for the members to verify decisions of the Boards of 2007 to 2008 in the AGM to
be held on 22 May 2010.

4. An “Explanatory Memorandum” (说 明 备 忘 录) was attached to the Notice to CASS


members to hold Annual General Meeting. We find the information provided by the
“Explanatory Memorandum” misleading and inaccurate. We repudiate the "Explanatory
Memorandum" and reject the two motions which are to be moved by the Chairperson.

“Inter-company credits” practice

5. Regarding the first motion to verify the “Inter-company credits” practice, we repudiate the
first motion to adopt “the practices adopted by the Board in dealing with the inter-company
credits between the Co-operative and its subsidiary CASS Care Limited, which as at 31
December 2009 was standing at $1,690,298.39.”

6. We were elected as Directors of the Board of Chinese Australian Services Society Ltd.
(CASS) between 2007 and 2008. We attended meetings only as Director of CASS. We
were vaguely aware of the existence of CASS Care Limited. However, we have never
been properly briefed of the nature and management of CASS Care Limited.

7. There was no CASS Care Ltd. Board meeting held during our term of directorship between
2007 to August 2008 nor were we provided with any monthly financial statement on CASS
Care Ltd. until near to the end of September 2008. The four of us were removed by CASS
as CASS Care Ltd. directors on 12-9-08 except Simon Ho who attended the CASS Care
Ltd. Board meeting in September 2008.

8. We belatedly found out from the Australian Securities and Investments Commission (ASIC)
that we were Directors of CASS Care Ltd. during our terms of directorship in CASS. We
were in possession of the ASIC form dated 18 December 2007and signed by Nan Hung
Pan (which we understand is the Chinese name of Henry Pan) appointing us as Directors
of CASS Care Ltd. Henry Pan did this unilaterally.

9. We are concerned that ASIC has not accepted our explanation that we had not given
consent to such position and indeed we were not aware that we were appointed directors
of CAS Care Ltd. We are now liable to any misconduct that CASS Care Ltd. might have
committed during our alleged term of office.

10. We shall take further action to seek clarification from Henry Pan how and why he provided
such false information to ASIC, and demanded a public apology from Henry Pan regarding
such indiscretion.

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11. We have never been advised by anyone in CASS of the “inter-company credits practice”.
We were not in a position to form any view on inter-company practices , as we have never
been given any monthly financial statement on CASS for the first nine months of 2008, we
are not privy to any contractual relationship between CASS and CASS Care Ltd.

12. As such, we have not adopted the view “that there is no need to actually clear and
reconcile these inter-company credits” as stated in paragraph 6 of the “Explanatory
Memorandum”. In contrary, we were extremely concerned about the finance of CASS at
the time but our efforts in seeking to inspect the financial statements were frustrated until
September 2008.

The Legal cost

13. As to The Motion that “The payment by the Co-operative in 2008 for the legal costs
incurred by the Organising Committee (O.C.) of the 26th Annual General Meeting held on
9-12-2007, and the total amount was $91,680.19 (excl. GST ). We as the directors during
our term had no actual knowledge that the O.C. required any legal advice. We had never
sighted any invoices in relation to the legal cost of $91680.19 as claimed by CASS. We
had never authorised nor approved any payment of legal cost incurred by the O.C.

14. The only legal action that might attract legal cost for any CASS directors at the time was
the Supreme Court proceedings instituted by Henry Pan, Peter Fong and William Luong as
Plaintiffs against CASS. They were not actions of the Organising Committee and not a cost
ought to be borne by the O.C. or CASS. In fact Justice Brereton ordered Henry Pan, Peter
Fong and William Luong to pay CASS costs in his judgement handed down on 7-12-2007
in relation to his legal action (Court Case no. 6010-06)

15. Unless there is any evidence suggesting otherwise, we cannot see any justification for the
Organising Committee to incur legal costs up to the amount of $91,680.19.

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16. We shall ask CASS to note this Statutory Declaration in the minutes of the 29 CASS AGM
which is to be held on 22-5-2010. We would also ask to be given a chance to speak in the
AGM.

17. We believe these motions were raised so as to circumvent the government investigations
by claiming that those investigations were unnecessary when the members approved the
Board’s action.

18. We have legal advice suggesting that any motion passed under false and misleading
information would be void and of no effect.

19. We also have legal advice suggesting that any directors or personnel involved in such
misleading and deceptive conduct can be held personally liable to damages that may be
caused. We reserve our full legal rights in this regard.

Helen Sham-Ho, Andrew Lau, Simon Ho, Joseph Leung, Theresa Kwong. 17-5-2010

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