abc Multiactive Limited — Proxy Solicitation & Information Statement 2001

May 26, 2001

IMPORTANT

If you are in doubt as to any aspect of this document, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in abc Multiactive Limited (the “Company”), you should at once hand this document and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

abc Multiactive Limited

( )*

(Incorporated in Bermuda with limited liability)

PROPOSED SUBDIVISION OF SHARES AND CHANGE IN BOARD LOT SIZE OF SHARES FOR TRADING

A letter from the board of directors of the Company is set out on pages 4 to 8 of this circular.

A notice convening a special general meeting of the Company to be held at 1st Floor, AON China Building, 29 Queen’s Road Central, Hong Kong, on Thursday, 14th June 2001 at 3:30 p.m. is set out on pages 14 and 15 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the meeting to the office of the Company’s branch share registrar in Hong Kong, Abacus Share Registrars Limited at 2401 Prince’s Building, Central, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

* For identification purposes only

28th May 2001

CHARACTERISTICS OF GEM

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination of GEM is publication on the Internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to-date information of GEM-listed issuers.

— i —

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Reasons for the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Listing and dealings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Trading Arrangement for the Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix — Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

— ii —

DEFINITIONS

In the circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“Board”	the board of Directors
“Bye-Laws”	the bye-laws of the Company
“CCASS”	the Central Clearing and Settlement System established and
	operated by Hongkong Clearing
“Company”	abc Multiactive Limited, a company incorporated in Bermuda with
	limited liability whose Shares are listed on GEM
“Director(s)”	director(s) of the Company
“Effective Date”	15th June 2001, the day on which the Share Subdivision becomes
	effective
“GEM”	the Growth Enterprise Market operated by the Stock Exchange
“GEM Listing Committee”	the listing sub-committee of the Board of the Stock Exchange
	responsible for GEM listing matters
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Hongkong Clearing”	Hong Kong Securities Clearing Company Limited
“Latest Practicable Date”	23rd May 2001, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information for inclusion in this circular
“SGM”	the special general meeting of the Company to be held at 1st Floor,
	AON China Building, 29 Queen’s Road Central, Hong Kong on
	Thursday, 14th June 2001 at 3:00 p.m., notice of which is set out
	on pages 14 and 15 of this circular
“Share Option Scheme”	the share option scheme adopted by the Company on 22nd January
	2001
“Registrar”	the branch share registrar of the Company in Hong Kong, Abacus
	Share Registrars Limited at 2401 Prince’s Building, Central, Hong
	Kong

— 1 —

	DEFINITIONS
“Share(s)”	existing share(s) of HK$0.04 each in the share capital of the
	Company
“Share Subdivision”	the proposed subdivision of each of the issued and unissued
	existing Share into 4 Subdivided Shares
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subdivided Share(s)”	share(s) of HK$0.01 each in the share capital of the Company upon
	the Share Subdivision becoming effective

— 2 —

EXPECTED TIMETABLE

The expected timetable for the Share Subdivision is set out below:

Dispatch of circulars and form of proxy to
shareholders of the Company for the SGM	. . . . . . . . . . . . . . . . . . . . . . Monday 28th May 2001
Latest time for return of proxy
forms for SGM . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . 3:30 p.m. on Tuesday 12th June 2001
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . 3:30 p.m. on Thursday 14th June 2001
Effective date of Share Subdivision and
the change of board lot size . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Friday 15th June 2001
Original counter for trading in
Shares in board lots of 2,000
Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Friday 15th June 2001
Temporary counter for trading in board
lots of 8,000 Subdivided Shares
(in the form of existing Share
certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Friday 15th June 2001
First day of free exchange of certificates for
Shares for new certificates
for the Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Friday 15th June 2001
Original counter for trading in Subdivided
Shares in board lots of 4,000 Shares
(in the form of new certificates
for Subdivided Shares) reopens . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday 3rd July 2001
Parallel trading in Subdivided Shares
(in the form of new certificates for
Subdivided Shares in the original
counter and Shares in the
temporary counter) commences . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday 3rd July 2001
Parallel trading in Subdivided Shares
(in the form of new certificates for
Subdivided Shares in the original
counter and Shares in the
temporary counter) ends . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday 24th July 2001
Temporary counter for trading in
board lots of 8,000 Subdivided Shares
(in the form of existing share
certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday 24th July 2001
Last day for free exchange of
certificates for existing Shares for
new certificates for the Subdivided Shares	. . . . . . . . . . . . 4:00 p.m. on Monday 30th July 2001

— 3 —

LETTER FROM THE BOARD

abc Multiactive Limited

(

)*

(Incorporated in Bermuda with limited liability)

Executive Directors:

Terence Chi Yan Hui (Chairman) Anthony Wai Hung Au (Managing Director) Joseph Chi Ho Hui

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Non-executive Directors:

Kau Mo Hui

Independent non-executive Directors: Clifford Sau Man Ng Ronald Kwok Fai Poon

Head office and principal place of business in Hong Kong: 1st Floor, AON China Building 29 Queen’s Road Central Hong Kong

28th May 2001

To the Shareholders

Dear Sir or Madam

PROPOSED SUBDIVISION OF SHARES

AND

CHANGE IN BOARD LOT SIZE OF SHARES FOR TRADING

INTRODUCTION

The purpose of this circular is to give you further information regarding the Share Subdivision and to seek your approval of the relevant resolution relating to the Share Subdivision to be proposed at the SGM.

SHARE SUBDIVISION

It is proposed that each of the existing issued and unissued Shares shall be subdivided into four Subdivided Shares.

The Subdivided Shares will rank pari passu in all respects with each other and shall have the same rights as the Shares in issue prior to the Share Subdivision.

• For identification purposes only

— 4 —

LETTER FROM THE BOARD

At the Latest Practicable Date, the authorised share capital of the Company is HK$1,000,000,000 divided into 25,000,000,000 Shares, of which 401,477,417 Shares have been issued and are fully paid or credited as fully paid. Immediately after the Share Subdivision becoming effective, the authorised share capital of the Company will be HK$1,000,000,000 divided into 100,000,000,000 Subdivided Shares, of which 1,605,909,668 Subdivided Shares will be in issue and are fully paid or credited as fully paid.

Conditions of the Share Subdivision

Implementation of the Share Subdivision will be conditional on:

• (a) the passing of an ordinary resolution by the Shareholders at the SGM to approve the Share Subdivision; and

• (b) the GEM Listing Committee granting listing of and permission to deal in the Subdivided Shares and any new Subdivided Shares which may fall to be issued pursuant to the exercise of options granted under the Company’s Share Option Scheme.

The Share Subdivision will become effective on the trading day immediately after the above conditions are fulfilled.

Effects of the Share Subdivision

At the Latest Practicable Date, the authorised share capital of the Company is HK$1,000,000,000 comprising 25,000,000,000 Shares, of which 401,477,417 Shares have been fully paid or credited as fully paid.

Immediately after the Share Subdivision, the authorised share capital of the Company will be HK$1,000,000,000 divided into 100,000,000,000 Subdivided Shares. Upon the Share Subdivision becoming effective and on the basis of 401,477,417 Shares in issue as at the Latest Practicable Date, 1,605,909,668 Subdivided Shares will be in issue and are fully paid or credited as fully paid and 98,394,070,332 Subdivided Shares will remain unissued.

Commencing from the Effective Date, the board lots for trading (excluding trading in the form of existing share certificates) on GEM will be changed from 2,000 Shares to 4,000 Subdivided Shares.

Immediately after the Share Subdivision, the maximum number of Shares granted pursuant to the Share Option Scheme will be adjusted, in such manner as the auditors of the Company (acting as experts and not as arbitrators) shall certify to be fair and reasonable. Such corresponding alterations (if any) shall be made to:

• (i) the number or nominal amount of Shares subject to the Option so far as unexercised; and/or

• (ii) the Subscription Price; or

• (iii) the method of exercise of the Option,

— 5 —

LETTER FROM THE BOARD

or any combination thereof, as an independent financial adviser or Auditors shall certify in writing, either generally or as regard any particular grantee, to have, in their opinion, satisfied the requirement that such adjustments give a participant the same proportion of the equity capital as that to which that person was previously entitled, but that no such adjustments be made to the extent that a Share would be issued at less than its nominal value.

The Share Subdivision will have no effect upon the consolidated net asset value of the Company, nor will it affect the amount of the shareholders’ funds of the Company nor will it involve the diminution of any liability in respect of unpaid capital or the payment to any Shareholder of any paid up capital.

Other than the expenses incurred relating to the Share Subdivision, implementation of the Share Subdivision will not, in itself, alter the net asset value, the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders.

REASONS FOR THE SHARE SUBDIVISION

As stated in the paragraph headed “Share Subdivision” above, the monetary value of each board lot of the Subdivided Shares (based on the new board lot size of 4,000 Subdivided Shares) will be less than the value of the existing board lot of 2,000 Shares. For such reason and in view of the prevailing market sentiment, the Directors believe that this will improve the liquidity in trading of the shares of the Company. The Directors also believe that the Share Subdivision will enable the Company to attract more investors and widen its investor base.

LISTING AND DEALINGS

Application will be made to the GEM Listing Committee for the listing of, and permission to deal in, the Subdivided Shares in issue upon the Share Subdivision becoming effective and any new Subdivided Shares which may fall to be issued pursuant to the exercise of options granted or to be granted under the Share Option Scheme. No part of the share capital of the Company is listed or dealt in on any other stock exchange and no such listing or permission to deal is being or is proposed to be sought.

Subject to the granting of the listing of and permission to deal in the Subdivided Shares, the Subdivided Shares will be accepted as eligible securities by Hongkong Clearing for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares or such other date as determined by Hongkong Clearing. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

— 6 —

LETTER FROM THE BOARD

TRADING ARRANGEMENT FOR THE SUBDIVIDED SHARES

Dealings

Application has been made to the GEM Listing Committee of the Stock Exchange for the listing of and permission to deal in the Subdivided Shares and, subject to this being granted and the passing of an ordinary resolution at the SGM, it is proposed that:

1. From Friday, 15th June 2001 (the first day of dealing following the date on which the resolution set out in the notice of SGM on page 14 of this circular is expected to be passed), the original counter for trading in HK$0.04 nominal value Shares in board lots of 2,000 Shares will be temporarily closed and a temporary counter will be established for trading in the Subdivided Shares in board lots of 8,000. Certificates for HK$0.04 nominal value shares in the colour of red can be traded only at this counter.

2. With effect from 3rd July 2001 the original counter for trading in Shares in board lots of 2,000 Shares of HK$0.04 each will be re-opened and will become a counter for trading in the Subdivided Shares in board lots of 4,000 Subdivided Shares. Only new share certificates denominated in HK$0.01 nominal value and in the colour of blue can be traded at this counter.

3. From 3rd July 2001 to 24th July 2001 inclusive, parallel trading will be permitted at the above two counters.

4. The temporary counter for trading in share certificates in board lots of 8,000 Subdivided Shares will be removed after the close of trading hours on 24th July 2001. Thereafter, certificate for Shares of HK$0.04 nominal value in the colour of red will cease to be marketable and will not be acceptable for dealing purposes. However, such certificates in the colour of red will continue to be good evidence of legal title and may be lodged with the Registrar in exchange for Subdivided Shares with share certificates in the colour of blue at any time.

Exchange of Certificates

All existing share certificates in respect of the Shares will continue to be good evidence of legal title and may be lodged with the Registrar, Abacus Share Registrars Limited at 2401 Prince’s Building, Central, Hong Kong in exchange for new share certificates for the Subdivided Shares free of charge at the Registrar’s office during 10:00 a.m. to 4:00 p.m. from Friday, 15th June 2001 up to and including Monday, 30th July 2001, thus covering a period of 30 business days from the Effective Date. Thereafter, existing share certificates for Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each new certificate issued for Subdivided Shares. Unless otherwise instructed, new share certificates will be issued in board lots of 4,000 Subdivided Shares.

It is expected that new share certificates for Subdivided Shares will be available for collection on 3rd July 2001 if Shareholders submit the existing share certificates to the Registrar on Friday, 15th June, 2001 (being the first day for free exchange of share certificates). Thereafter, it is expected that new share certificates for Subdivided Shares will be available for collection on or after the 10th business day from the date of submission of existing share certificates for Shares to the Registrar for exchange.

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LETTER FROM THE BOARD

Shareholders should note that after 24th July 2001, trading will be in board lots of 4,000 Subdivided Shares only and the existing share certificates for the Shares will cease to be marketable and will not be acceptable for dealing purposes. However, such share certificates will continue to be good evidence of legal title and may be lodged with the Registrar in exchange for the new share certificates for the Subdivided Shares at any time subject to the payment of the fee as stated above if such share certificates are lodged with the Registrar after Monday, 30th July 2001.

Shareholders will be able to collect their new share certificates earlier than the time set out above by using the optional securities registration service or expedited securities registration service provided by the Registrar. The additional fee for such services shall be borne by the Shareholders.

New share certificates for the Subdivided Shares will be issued in the colour of blue to distinguish from the existing share certificates for the Shares which are red in colour.

New share certificates will be issued in respect of the Subdivided Shares allotted and issued or transferred after the Effective Date.

ACTION TO BE TAKEN

Whether or not you intend to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the SGM. The return of a form of proxy will not preclude you from attending and voting in person if you so wish.

RECOMMENDATION

The Board considers that the Share Subdivision and the change in board lot size is in the interests of the Company and the Shareholders as a whole.

Accordingly, the Board recommends the Shareholders should vote in favour of the Share Subdivision and the change in board lot size at the SGM.

Yours faithfully For and on behalf of the Board Terence Chi Yan Hui Chairman

— 8 —

ADDITIONAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

• (a) the information contained in this circular is accurate and complete in all material respects and not misleading;

• (b) there are no other matters the omission of which would make any statement in this circular misleading; and

• (c) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

2. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests of the Director’s and their respective associates in the Company and its associated corporations as recorded in the registrar required to be kept by the Company under Section 29 of the Securities (Disclosure of Interests) Ordinance (the “SDI Ordinance”), or which required, pursuant to Rules 5.40 to 5.59 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”), to be notified to the company and the Stock Exchange were as follows:

a) Shares in the Company

	**Number of ordinary shares **	**Number of ordinary shares **	**of HK$0.04 **	each
	Personal	Family	Corporate
Name of Directors	Interests	Interests	Interests	Total
Mr. Anthony Wai Hung Au	Nil	Nil	31,250,000(1)	31,250,000
Mr. Kau Mo Hui	Nil	62,500,000(2)	Nil	62,500,000
Notes

1. These shares are held by Asian 2000 Limited which is owned as to 60% by Mr. Anthony Wai Hung Au and as to 40% by his spouse, Mrs. Greta May Yoke Au Chui. The interest held by Mrs. Greta May Yoke Chui is deemed to be part of the interest of Mr. Anthony Wai Hung Au.

2. These shares are held by Pacific East Limited which is wholly owned by The City Place Trust. The City Place Trust is a discretionary trust and its beneficiaries are Mr. Chi Yung Hui and Mrs. Chu Yuen Lam. Mr. Chi Yung Hui and Mrs. Chu Yuen Lam are, respectively, the son and spouse of Mr. Kau Mo Hui. The interest held by Mr. Chi Yung Hui and Mrs. Chu Yuen Lam are deemed to be part of the interest of Mr. Kau Mo Hui.

— 9 —

ADDITIONAL INFORMATION

APPENDIX

b) Associated Corporations

Shares in Multiactive Software Inc

		Number of common shares	Number of common shares
	Personal	Family	Corporate
Name of Directors	Interests	Interests	Interests	Total
Mr. Terence Chi Yan Hui	2,237,153	Nil	Nil	2,237,153
Mr. Anthony Wai Hung Au	Nil	Nil	1,362,524(1)	1,362,524
Mr. Joseph Chi Ho Hui	17,295	10,000(2)	Nil	27,295
Mr. Kau Mo Hui	70,000	40,949,625(3)	Nil	41,019,625

Notes

1. These shares are held by Asian 2000 Limited. Asian 2000 Limited is owned as to 60% by Mr. Anthony Wai Hung Au and as to 40% by his spouse, Mrs. Greta May Yoke Au Chui. The interest held by Mrs. Greta May Yoke Au Chui is deemed to be part of the interest of Mr. Anthony Wai Hung Au.

2. These shares are held by Mr. Joseph Chi Ho Hui’s spouse, Susanna Chow. The interest held by Mrs. Susanna Chow is deemed to be part of the interest of Mr. Joseph Chi Ho Hui.

3. These shares are held by City Place Trust and Multiactive Technologies Partnership: The City Place Trust holds 36,475,319 shares of Multiactive Software Inc representing approximately 59% of the issued capital of Multiactive Software Inc. The City Place Trust is a discretionary trust and its beneficiaries are Mr. Chi Yung Hui and Mr.s Chu Yuen Lam. The interest held by Mr. Chu Yuen Lam are deemed to be part of the interest of Mr. Kau Mo Hui.

Multiactive Technologies Partnership holds 4,474,306 shares of Multiactive Software Inc representing approximately 7.2% of the issued share capital of Multiactive Software Inc. The interest in Multiactive Technologies Partnership is owned as to 1% by Multiactive Technologies Inc, a company controlled by Mr. Terence Chi Yan Hui and 99% by Adex Enterprises Inc, a company controlled by Mrs. Chu Yuen Lam. Mr. Terence Chi Yan Hui and Mrs. Chu Yuen Lam are, respectively, the son and spouse of Mr. Kau Mo Hui. The interest held by Mrs. Chu Yuen Lam are deemed to be part of the interest of Mr. Kau Mo Hui.

— 10 —

ADDITIONAL INFORMATION

APPENDIX

3. DIRECTORS’ AND CHIEF EXECUTIVES’ RIGHTS TO ACQUIRE SHARES OR DEBENTURES

Under a share option scheme approved by the shareholders of the Company on 22nd January 2001 (the “Share Option Scheme”), the board of Directors may offer to grant options to any full time employee including any executive director of the Group who spends not less than 25 hours per week in providing services to the Group. As at the Latest Practicable Date, the number of options granted by the Company to the Directors and chief executive in consideration of HK$1.00 are as follows:

Name of Director	Number of options	Date of grant	Exercise price
Mr. Terence Chi Yan Hui	1,200,000	17th April 2001	HK$1.45
Mr. Anthony Wai Hung Au	1,200,000	17th April 2001	HK$1.45
Name of chief executive
Mr. Peter Kam Sing Tong	950,400	17th April 2001	HK$1.45

Apart from the above directors and chief executives, options to subscribe for an aggregate of 12,368,837 shares of the Company have also been granted to 118 employees of the Company on 17th April 2001 at the exercise price of HK$1.45 per share. The options expire ten years from the date of grant and are exercisable over four years with one quarter exercisable on each anniversary date from the date of grant. As at the Latest Practicable Date, options granted by the Company to subscribe for a total of 15,719,237 shares in the Company under the Share Option Scheme remained outstanding representing approximately 3.92% of the existing issued share capital of the Company.

Other than the Share Option Scheme as described above, at no time during the period was the Company, any of its holding companies, fellow subsidiaries or subsidiaries a party to any arrangement to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate and none of the directors, chief executives or children under 18 years of age had any right to subscribe for the securities of the Company, or had exercised any such rights.

4. SERVICE CONTRACTS

Each of Mr. Terence Chi Yan Hui, Mr. Anthony Wai Hung Au and Mr. Joseph Chi Ho Hui has entered into a service agreement with the Company. The particulars of these agreements, except as indicated, are in all respects identical and set out below:

Each such person is appointed under his agreement as an executive director for a term of two years (except for Mr. Anthony Wai Hung Au who has been appointed for five years) commencing on the date of his appointment as a director. Each appointment shall continue thereafter for such further term as the parties shall agree. Mr. Anthony Wai Hung Au is required to work full time for the Group. Mr. Terence Chi Yan Hui and Mr. Joseph Chi Ho Hui are required to devote the time and attention as necessary from time to time for the strategic development of the Group.

— 11 —

ADDITIONAL INFORMATION

APPENDIX

Upon termination of the employment due to the expiration of the employment due to the expiration of the contract, resignation otherwise, the relevant director will lend all reasonable assistance to the Company to clear up and complete any outstanding matters relating to the Company’s affairs.

Mr. Anthony Wai Hung Au will be entitled to receive a salary of HK$150,000 per month for the year payable monthly in arrears for the period of each agreement or other amount as agreed between Mr. Anthony Wai Hung Au and the Board of Directors from time to time. Mr. Terence Chi Yan Hui and Mr. Joseph Chi Ho Hui are not entitled to receive any salary under the service agreement.

The Company has not set a cap as to the amount that can be paid to the executive directors but any changes to the salary of each executive director must be reviewed and approved by the Board of Directors with the relevant Director abstaining from voting. The executive directors are not entitled to any bonus other than salary.

5. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, the register required to be kept under Section 16(1) of the SDI Ordinance showed that the Company has been notified of the following interests, being 10% or more of the issued share capital of the Company.

	Number of
	ordinary	Percentage
	shares of	of issued
Name of Shareholder	HK$0.04 each	share capital
Multiactive International Limited	226,336,000	56.38%
Pacific East Limited	62,500,000	15.57%

Save as disclosed above, the Directors are not aware of any other person having an interest in shares representing 10% or more of the issued share capital of the Company.

6. SPONSOR’S INTEREST

None of the Company’s sponsor, BNP Paribas Peregrine Capital Limited (the “Sponsor”), its directors, employees, or associates (as referred to in Note 3 to Rule 6.35 of the GEM Listing Rules) had any interests in the securities of the Company or any member of the Group as the Latest Practicable Date.

Pursuant to the agreement dated 22nd January 2001 entered into between the Company and the Sponsor, the Sponsor will receive usual sponsorship fees for acting as the Company’s retained sponsor for the period from 22nd January 2001 to 30th November 2003.

— 12 —

ADDITIONAL INFORMATION

APPENDIX

7. LITIGATION

No member of the Group is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is know to the Directors to be pending or threatened against any member of the Group.

8. GENERAL

• (a) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

• (b) The head office and principal place of business of the Company is at 1st Floor, 29 Queen’s Road, Central, Hong Kong

• (c) The Company’s branch Share registrar and transfer office in Hong Kong is Abacus Share Registrar’s Limited at 2401 Prince’s Building, Central, Hong Kong.

• (d) The qualified accountant of the Company is Kelvin Wai Tak Yeung, an associate member of the Hong Kong Society of Accountants.

• (e) The company secretary of the Company is Danny Che Wah Lam, an associate member of the Institute of Chartered Secretaries and Administrators in the United Kingdom and The Hong Kong Institute of Company Secretaries.

• (f) The compliance officer of the Company is Anthony Wai Hung Au.

• (g) The Company established an audit committee on 22nd January 2001 with written terms of reference which set out the authorities and duties of the audit committee were adopted by the Board on the same date. Its principal duties include the review and supervision of the Group’s financial reporting processes and internal control. The audit committee is composed of two independent non-executive directors, namely Mr. Clifford Say Man Ng and Ronald Kwok Fai Poon.

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NOTICE OF SGM

abc Multiactive Limited

( )*

(Incorporated in Bermuda with limited liability)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of abc Multiactive Limited (the “Company”) will be held at 3:30 p.m. on Thursday, 14th June 2001 at 1st Floor, AON China Building, 29 Queen’s Road, Central, Hong Kong to consider and, if thought fit, pass the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“THAT conditional upon the GEM Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of and permission to deal in the Subdivided Shares (as defined hereinafter) and any new Subdivided Shares which may fall to be issued pursuant to the exercise of options granted under the Company’s share option scheme adopted by the Company on 22nd January 2001:

• (a) with effect from 10:00 a.m. (Hong Kong time) on the business day (not being a Saturday) immediately after the passing of this Resolution, each of the issued and unissued shares of HK$0.04 each in the share capital of the Company be and it is hereby subdivided into four ordinary shares of HK$0.01 each, to the intent that upon passing of this Resolution and subject to the condition as aforesaid, the authorised and issued share capital of the Company will comprise shares of HK$0.01 each (the “Subdivided Shares”); and

• (b) the directors of the Company be and they are hereby authorised generally to do all matters appropriate to effect and implement the foregoing.”

BY ORDER OF THE BOARD Terence Chi Yan Hui

Chairman

Hong Kong, 28th May 2001

* For identification purposes only

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NOTICE OF SGM

Principal place of business:

1st Floor, AON China Building

29 Queen’s Road

Central Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company. Completion and return of this form will not preclude a member from attending and voting at the meeting. If a member attends and votes at the meeting, the authority of his/her proxy will be revoked.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, at the Company’s Hong Kong branch share registrar, Abacus Share Registrars Limited, 2401 Prince’s Building, Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting.

3. In the case of joint registered holders of any Shares, any one of them may vote at the meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the meeting, either personally or by proxy, that one of them so present whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

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