Ares Asia Limited — Proxy Solicitation & Information Statement 2005

Jul 29, 2005

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in KTP Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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KTP HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 645)

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of KTP Holdings Limited to be held at 3:00 p.m. on 23rd September 2005 at Block C, 1st Floor, Wong King Industrial Building, 2-4 Tai Yau Street, Sanpokong, Kowloon, Hong Kong is set out on pages 12 to 15 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with the 2005 annual report of the Company which has been despatched to the Shareholders together with 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 to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited of 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the annual general meeting or any adjourned meeting should you so wish.

29th July 2005

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
I. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II. General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
III. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
IV. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
V. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II – Procedure by which the Shareholders may demand a poll
at a general meeting pursuant to the Current Bye-Laws . . . . . . . . . . . . . . . . . . .	9
APPENDIX III – Detail of Directors proposed to be re-elected at the Annual General Meeting .	10
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

“AGM”

the annual general meeting of the Company to be held at 3:00 p.m. on 23rd September 2005 at Block C, 1st Floor, Wong King Industrial Building, 2-4 Tai Yau Street, Sanpokong, Kowloon, Hong Kong or any adjournment thereof

• “Board”

the board of Directors

• “Bye-laws” the bye-laws of the Company for the time being

• “Code”

• The Hong Kong Codes on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong

• “Company”

• KTP Holdings Limited, a company incorporated in Bermuda with limited liability and the ordinary shares of which are listed on the Stock Exchange

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 28th July 2005, being the latest practicable date prior to printing of this circular for ascertaining certain information in this circular

• “Listing Rules”

Rules Governing the Listing of Securities on The Stock Exchange

• “Ordinary Resolutions” the proposed ordinary resolutions as referred to the notice of AGM

• “Registrar”

• Computershare Hong Kong Investor Services Limited, the share branch registrar of the Company in Hong Kong at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong

• “Repurchase mandate”

• a general and unconditional mandate to exercise all the powers of the Company to purchase an amount of Shares not exceeding to 10% of the Company’s issued share capital as at the date of the passing of the repurchase resolution

• “Repurchase Resolution”

the proposed ordinary resolution as referred to in item 5 of the notice of the Annual General Meeting

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DEFINITIONS

“SFO”	the Securities and Futures Ordinance Chapter 571 of the Laws of
	Hong Kong
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the Company
	or such nominal amount of shares comprising the share capital of
	the Company as shall result from any subdivision, reduction,
	consolidation, reclassification, or reconstruction full paid share in
	the share capital of the Company
“Share Buy Back Rules”	the applicable provisions under the Listing Rules to regulate the
	repurchase by companies with primary listing on The Stock
	Exchange of their own securities on The Stock Exchange
“Shareholder(s)”	a holder of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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KTP HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 645)

Directors: Lee Chi Keung, Russell (Chairman) Yu Mee See, Maria Ng Wai Hung Lee Siu Leung *Yuen Sik Ming

* Independent Non-Executive Directors

Registered office: Clarendon House Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: Block C, 1st Floor Wong King Industrial Building 2-4 Tai Yau Street Sanpokong, Kowloon Hong Kong

29th July 2005

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATE TO ISSUE SHARES AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with information relating to the proposed at the Annual General Meeting so as to give you all information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolutions in relation thereto.

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LETTER FROM THE BOARD

The resolutions include (i) granting to the Directors the Repurchase Mandates; and (ii) granting to the Directors a general and unconditional mandate (a) to issue further shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution and (b) to issue shares not exceeding the aggregate nominal amount of share capital so repurchased pursuant to the Repurchase Mandate.

II. GENERAL MANDATES

(a) General Mandate to Repurchase Shares

Ordinary resolution no. 5 will be proposed at the AGM to grant the Board a general and unconditional mandate to exercise all the powers of the Company to purchase an amount of Shares not exceeding 10 per cent of the Company’s issued share capital as at the date of such resolution, for the period until the conclusion of the next annual general meeting of the Company (or such earlier period as state in the resolution) (“Repurchase Mandate”).

An explanatory statement required under the Share Buy Back Rules providing the requisite information in respect of the Repurchase Mandate is set out in Appendix I to this circular.

(b) General Mandate to Issue Shares

It will also be proposed at the AGM Ordinary Resolution no. 6 to grant the Board a general and unconditional mandate to allot, issue, grant, distribute and otherwise deal with additional Shares, not exceeding 20 per cent. of the Company’s issued share capital as at the date of such resolution (as adjusted in accordance with the resolution), for the period until the conclusion of the next annual general meeting of the Company (or such earlier period as stated in the resolution) (“General Mandate”). Conditional upon the passing of ordinary resolutions nos. 5 and 6 to grant the Repurchase Mandate and the General Mandate, ordinary resolution no. 7 will be further proposed at the AGM granting authorization to the Board to exercise all powers to allot, issue, grant, distribute and otherwise deal with additional Shares under the General Mandate in respect of the aggregate nominal amount of share capital in the Company repurchased by the Company.

III. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

A notice convening the AGM for the purpose of, inter alia, considering and, if thought fit, passing the Ordinary Resolutions is set out on pages 12 to 15 of this circular. At the AGM, in addition to the ordinary business of the meeting, resolution will be proposed to approve the general mandates for the repurchase and issue by the Company of its own Shares respectively.

A form of proxy is enclosed for use by shareholders at the AGM. Shareholders are requested to complete and return the form of proxy to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited of 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible, but in any event not less than 48 hours before the scheduled time of the AGM. The lodging of the form of proxy will not preclude the Shareholders from attending the AGM and voting in person should he/she so wish.

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LETTER FROM THE BOARD

IV. RECOMMENDATION

The Directors believe that the proposals for Repurchase Mandate and the General Mandate are all in the best interests of the Company and its shareholders. Accordingly, the Directors recommend you to vote in favour of all the Ordinary Resolutions to be proposed at the AGM.

V. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix I (Explanatory Statement), Appendix II (Procedure by which the Shareholders may demand a poll at a general meeting pursuant to the Current Bye-laws) and Appendix III (Detail of Directors proposed to be re-elected at the Annual General Meeting) to this circular.

Yours faithfully, On behalf of the Board KTP Holdings Limited Yu Mee See, Maria Director

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Share Buy Back Rules, to provide requisite information to the Shareholders in order for them to consider the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were in issue an aggregate of 340,616,934 Shares. Exercise in full of the mandate, on the basis that no further Shares are issued or repurchased prior to the date of the AGM, could accordingly result in up to 34,061,693 Shares being repurchased by the Company. The mandate allows the Company to make or agree to make repurchases only during the period ending on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law and the date upon which such authority is revoked or varied.

2. REASON FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and its Shareholders as such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders can be assured that the Directors would only make such purchase in circumstances where they consider them to be in the best interests of the Company.

3. FUNDING OF REPURCHASE

The Company is empowered by its Memorandum of Association and Bye-laws to repurchase its Shares. Repurchases will be funded entirely from the funds legally available for that purpose. Bermudian law provides that the purchase of Shares may only be effected out of the capital paid up on the purchased Shares, the profits otherwise available for dividend or out of the proceeds of a new issue of Shares of the Company made for the purpose. Any amount of premium payable on the purchase over the par value of the shares of the Company to be purchased must be out of either the profits otherwise available for dividend or out of the Company’s share premium account or out of contributed surplus. Such purchase may only be made if at least two directors by affidavit declare that taking into account the purchase, the Company is solvent or that its creditors have consented to the purchase.

On the basis of the consolidated financial position of the Company as at 31st March 2005 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Company at that time and the number of Shares now in issue, the Directors consider that there might be a material adverse impact on the working capital position or the gearing position of the Company in the event that purchases of all the Shares the subject of the Repurchase Mandate were to be carried out in full during the Repurchase Mandate period. No purchase would be made in circumstances that would have a material adverse impact on the working capital position or the gearing position of the Company (as compared with the position disclosed in the latest published audited financial statements).

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EXPLANATORY STATEMENT

APPENDIX I

4. UNDERTAKING

None of the Directors nor, to the best of the knowledge of the Directors having made all reasonable enquiries, any of the associates (as defined in the Listing Rules) of any of the Directors has any present intention, in the event that the proposal is approved by shareholders, to sell Shares to the Company.

No connected person, that is, a director, chief executive or substantial shareholder of the Company or its subsidiaries or their associates (as defined in the Listing Rules) of the Company has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorized to make repurchases of Shares.

The Directors have undertaken to The Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules, the laws of Hong Kong and all applicable laws of Bermuda, and in accordance with the regulations set out in the Memorandum of Association and Bye-laws of the Company.

5. TAKEOVER CODE

A repurchase of shares by the Company may result in an increase in the proportionate interests of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Hong Kong Codes on Takeovers and Mergers (the “Code”).

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the aggregate shareholding of Wonder Star Securities Limited (“Wonder Star”) and its wholly-owned subsidiary, Top Source Securities Limited (“Top Source”), are approximately 56.31% of the issued share capital of the Company, are the substantial shareholders holding more than 10% of the issued share capital of the Company. In the event that the Directors should exercise in full the power to repurchase Shares under the Repurchase Mandate, the aggregate shareholding of Wonder Star and Top Source in the Company would be increased to approximately 61.94% of the issued share capital of the Company. Such an increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Code. The Directors have no present intention to repurchase shares to such extent which will result in the amount of Shares held by the public of being reduced to less than 25%.

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EXPLANATORY STATEMENT

APPENDIX I

6. SHARE PRICES

The highest and lowest prices at which the Shares have traded on The Stock Exchange in each of the previous twelve months were as follows:

		Shares
	Highest	Lowest
	Traded price	Traded price
	HK$	HK$
Month/Year
July 2004	0.800	0.580
August 2004	0.600	0.465
September 2004	0.560	0.485
October 2004	0.520	0.495
November 2004	0.590	0.500
December 2004	0.570	0.485
January 2005	0.580	0.485
February 2005	0.620	0.500
March 2005	0.570	0.510
April 2005	0.560	0.495
May 2005	0.550	0.495
June 2005	0.500	0.470

7. SHARES REPURCHASED MADE BY THE COMPANY

During each of the six months preceding the date of this circular, no Shares have been repurchased by the Company.

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APPENDIX II PROCEDURE BY WHICH THE SHAREHOLDERS MAY DEMAND A POLL AT A GENERAL MEETING PURSUANT TO THE CURRENT BYE-LAWS

The following paragraphs set out the procedure by which the Shareholders may demand a poll at a general meeting of the Company (including the Annual General Meeting) pursuant to the Current Bye-laws.

According to clause 66 of the Current Bye-laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (a) the chairman of such meeting; or

• (b) at least three Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) a Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) a Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

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APPENDIX III DETAIL OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the detail of the Directors who shall retire at the Annual General Meeting according to the Current Bye-laws and shall be proposed to be re-elected at the Annual General Meeting are provided below.

• (1) Mr NG Wai Hung, Thomas, aged 41, an independent non-executive director

Experience

Mr NG Wai Hung, Thomas, is an independent non-executive director of the Company. He is a practising solicitor and a partner in Iu Lai & Li, a Hong Kong law firm of solicitors and notaries. He has extensive experience in the areas of securities law, corporate law and commercial law in Hong Kong. He joined the Company in 1999.

Relationship

Other than the relationship arising from being an independent non-executive director, Mr NG does not have any relationships with any other directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr NG was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Director’s emolument

There is no director’s service contract between the Company and Mr NG. He has no fixed term of director’s service with the Company but will subject to the rotational retirement and re-election requirements at each annual general meeting pursuant to the Bye-laws of the Company. The said service will be terminated by either party by 3 months notice. For the year ended 31st March 2005, Mr NG received an emolument of HK$40,000.

Mr NG is entitled to a director’s fee to be determined by the board or shareholders, as appropriate, from time to time, by reference to his performance and the prevailing market condition.

• (2) Mr YUEN Sik Ming, Patrick, aged 48, an independent non-executive director

Experience

Mr YUEN Sik Ming, Patrick, is an independent non-executive director of the Company. He is a Certified Public Accountant (practising) in Hong Kong. He is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants. He joined the Company in 2004.

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DETAIL OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX III

Relationships

Other than the relationship arising from being an independent non-executive director, Mr YUEN does not have any relationships with any other directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr YUEN was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Director’s emolument

There is no director’s service contract between the Company and Mr YUEN. He has no fixed term of director’s service with the Company but will subject to the rotational retirement and re-election requirements at annual general meeting pursuant to the Bye-laws of the Company. The said service will be terminated by either party by 3 months notice. For the year ended 31st March 2005, Mr YUEN received an emolument of HK$40,000.

Mr YUEN is entitled to a director’s fee to be determined by the board or shareholders, as appropriate, from time to time, by reference to his performance and the prevailing market condition.

In the opinion of the Board, other than the aforesaid matters, there is no other matter that needs to be brought to the attention of the Shareholders in relation to the re-election of the refining Directors.

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NOTICE OF ANNUAL GENERAL MEETING

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KTP HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 645)

NOTICE IS HEREBY GIVEN that an annual general meeting of KTP Holdings Limited (the “Company”) will be held at 3:00 p.m. 23rd September 2005 at Block C, 1st Floor, Wong King Industrial Building, 2-4 Tai Yau Street, Sanpokong, Kowloon, Hong Kong, for the following purposes:

1. to receive and consider the audited financial statements and the reports of the directors and of the auditors for the year ended 31 March 2005;

2. to declare a final dividend;

3. to re-elect retiring directors and to authorize the board of directors to fix the directors’ remuneration;

4. to re-appoint auditors of the Company and to authorize the board of directors to fix their remuneration;

5. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT:

• (a) subject to paragraph (b) of hereunder the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to purchase shares of the Company, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company which may be purchased or agreed conditionally or unconditionally to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval be limited accordingly; and

• (c) For the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; or

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting;

• To consider as special business and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

“THAT:

• (a) subject to paragraphs (b) and (c) hereunder, the granting of an unconditional general mandate to the board of directors (the “Board”), during the Relevant Period (as defined in paragraph (d) below) to issue, allot and deal with additional shares in the capital of the Company, and to make or grant offers, agreements and options which would or might require shares in the capital of the Company, to be issued, allotted or dealt with, be and is hereby generally and unconditionally approved;

• (b) the unconditional general mandate under paragraph (a) above shall not extend beyond the Relevant Period save the Board may during the Relevant Period make or grant offers, agreement and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of shares in the capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board otherwise than pursuant to:

• (i) a Rights Issue (as defined in paragraph (d) below);

• (ii) the exercise of options granted under any option scheme or similar arrangement for the time being adopted for the grant of issue of shares or rights to acquire shares in the capital of the Company to officers and/or employees of the Company and/or any of its subsidiaries; and

• (iii) any scrip dividend or similar arrangement providing for the allotment of shares in the share capital of the Company implemented in accordance with the byelaws of the Company,

shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of this resolution; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s Bye-laws or any applicable laws to be held; and

• (iii) the date on which the authority set out under this resolution is revoked or varied by an ordinary resolution of the Company’s shareholders in general meeting.

“Rights Issue” means the allotment, issue or grant of shares in the capital of the Company pursuant to an offer of shares open for a period fixed by the Directors made to holders of shares in the capital of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, or in any territory application to the Company); and

1. To consider as special business and if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT the aggregate number of shares in the capital of the Company which shall have been repurchased by the Company subsequent and pursuant to the passing of resolution no.5 (up to a maximum of 10 per cent. of the issued shares at the date of passing resolution no.5) shall be added to the aggregate number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to resolution no.6 above.”

By order of the Board Yu Mee See, Maria Director

Hong Kong, 27th July 2005

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (1) Any member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

• (2) A form of proxy for use at the meeting is enclosed herewith.

• (3) The instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorized to sign the same.

• (4) In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• (5) Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting and in such event, the form of proxy will be deemed to be revoked.

• (6) Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joints holding.

• (7) The register of members will be closed from Friday, 16th September 2005 to Friday, 23rd September 2005, both days inclusive, during which no transfer of shares will be effected. In order to qualify for the proposed final dividend, all transfer documents, accompanied by the relevant shares certificates, must be lodged with the Company’s Hong Kong Branch Registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later 4:00 p.m. on Thursday, 15th September 2005.

• (8) In relation to resolution no. 5 above, the directors wish to state that they will exercise the powers conferred thereby to repurchase the shares in the Company in circumstances which they deem appropriate for the benefits of the shareholders. The Explanatory Statement containing the information necessary to enable shareholders to make an informed decision to vote on this resolution as required by the Listing Rules is set out in Appendix I to this circular.

As at the date of this notice, the Board of the Company comprises Mr LEE Chi Keung, Russell and Ms YU Mee See, Maria as executive Directors and Mr NG Wai Hung and Mr LEE Siu Leung, Mr YUEN Sik Ming as independent non-executive Directors.

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