Automated Systems Holdings Limited — Proxy Solicitation & Information Statement 2004

May 3, 2004

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold all your shares in CHINA ONLINE (BERMUDA) LIMITED (the “ Company ”), you should at once hand this document to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for onward transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, 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 document.

(Incorporated in Bermuda with limited liability)

(Stock code: 383)

(website: http://www.chinaonline.com.hk)

Executive Directors:

Ms. Chong Sok Un (Chairman) Dato’ Wong Peng Chong Mr. Kong Muk Yin

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Independent non-executive Directors:

Mr. Cheng Mo Chi, Moses Mr. Lo Wai On

Head office and principal place of business in Hong Kong: 47th Floor China Online Centre 333 Lockhart Road Wan Chai Hong Kong 30 April 2004

To shareholders of the Company

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE AND ISSUE SECURITIES PROPOSED CHANGE OF NAME AND AMENDMENT OF BYE-LAWS OF THE COMPANY

1. INTRODUCTION

The purpose of this document is to provide shareholders of the Company (the “ Shareholder(s) ”) with information regarding the resolutions to be proposed at an annual general meeting of the Company to be held on 3 June 2004 (the “ Annual General Meeting ”).

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2. GENERAL MANDATES FOR THE REPURCHASE AND ISSUE BY THE COMPANY OF ITS SECURITIES

At the special general meeting of the Company held on 14 July 2003, a general mandate was given to the directors of the Company (the “ Director(s) ”) to exercise the powers of the Company to repurchase its securities. Such mandate will lapse at the conclusion of the Annual General Meeting.

An ordinary resolution to give a fresh general mandate to the Directors to exercise the powers of the Company to repurchase, for a term and in the terms as stated in the said ordinary resolution, shares of HK$0.01 each of the Company (the “ Shares ”) in and up to a maximum of 10% of the issued share capital of the Company at the date of such ordinary resolution (the “ Repurchase Mandate ”).

An explanatory statement, as required under the relevant rules set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (the “ Listing Rules ”) regarding the repurchase by companies with primary listings on the Stock Exchange of their own securities to provide the requisite information on the Repurchase Mandate, is set out in Appendix I hereto.

In addition to the ordinary resolution regarding the Repurchase Mandate, two other ordinary resolutions will also be proposed at the Annual General Meeting, one of which purports to grant to the Directors a general mandate to allot, issue and deal with additional Shares not exceeding 20% of the issued share capital of the Company at the date of passing of such resolution (the “ Issue Mandate ”); and another which purports to extend the limit under such Issue Mandate if granted to the Directors by the number of Shares representing the aggregate nominal amount of the Shares in the capital of the Company repurchased by the Company under the Repurchase Mandate (the “ Extension Mandate ”).

3. PROPOSED CHANGE OF COMPANY NAME

The Directors propose to change the name of the Company to “ASIA PACIFIC CAPITAL GROUP LIMITED” (the “ Change of Name ”) and to adopt a Chinese name of “亞洲太平洋資本 集團有限公司 ” (the “ Adoption of Chinese Name ”) for identification purposes upon the Change of Name becoming effective. The Company is an investment holding company and through its subsidiaries (together, the “ Group ”) engages in the sale and distribution of telecommunication and information technology products and equipment, securities trading and investment and strategic investment. The Directors consider that the proposed new name will better reflect the diversified nature of the principal activities of the Group.

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A special resolution will be proposed at the Annual General Meeting regarding the Change of Name and the Adoption of Chinese Name which, if passed, will only be effective subject to the respective approvals by the companies registries in Bermuda and Hong Kong having been obtained.

The proposed Change of Name and Adoption of Chinese Name will not affect any of the rights of any Shareholder. All existing share certificates in issue bearing the existing name of the Company will, in the event of the Change of Name and the Adoption of Chinese Name becoming effective, continue to be valid evidence of title to the Shares and will be valid for trading, settlement and delivery purposes in respect of the same number of Shares in the proposed new name of the Company.

Further announcement will be made by the Company upon the Change of Name and Adoption of Chinese Name becoming effective.

4. PROPOSED AMENDMENT OF BYE-LAWS

The Directors propose that a special resolution to amend the bye-laws of the Company (the “ Bye-Laws ”) will be proposed at the Annual General Meeting proposing a number of changes (the “ Amendment of Bye-Laws ”) in order to conform to the constitutional requirements with respect to listed issuers under the revised Listing Rules effective as of 31 March 2004.

5. THE ANNUAL GENERAL MEETING

The contents of the ordinary resolutions and the special resolutions to be proposed at the Annual General Meeting are set out in full in Appendix II hereof.

A form of proxy for use at the Annual General Meeting is enclosed with the 2003 Annual Report of the Company. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form and return it to the branch share registrars of the Company in Hong Kong, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting. The completion and return of a proxy form will not preclude a Shareholder from attending the Annual General Meeting and voting in person.

As the one Director due to retire at the Annual General Meeting, Mr. Cheng Mo Chi, Moses, will not be offering himself for re-election thereat, no resolution is currently expected to be proposed at the Annual General Meeting regarding the re-election of Directors.

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Under the Bye-Laws, any resolution put to the vote at a general meeting of the Company shall be decided on a show of hands, unless voting by poll has been demanded before or on the declaration of the result of the show of hands or on the withdrawal of an another demand for a poll to be taken.

Under the Bye-Laws, a poll may be properly demanded at a general meeting of the Company in one of the following manners:–

• (i) by the chairman of the meeting; or

• (ii) by at least three (3) 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

• (iii) by any 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 (1/10) of the total voting rights of all the Shareholders entitled to vote at the meeting; or

• (iv) by any 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 conferring the right to vote at the meeting being Shares on which an aggregate sum of not less than one-tenth (1/10) of the total sum paid up on all Shares conferring such right has been paid up.

Under the Listing Rules, the Stock Exchange will require any Shareholder and his associates, being Shareholders themselves, to abstain from voting at any general meeting of the Company on any relevant resolution if such Shareholder has a material interest in the same. Where any Shareholder is required to abstain from voting on a particular resolution, any vote taken at the general meeting of the Company on such resolution shall be taken on a poll.

6. RECOMMENDATION

The Directors believe that the ordinary resolutions for the Repurchase Mandate, Issue Mandate and Extension Mandate and the special resolutions for the Change of Name, the Adoption of Chinese Name and the Amendment of Bye-Laws are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that you vote in favour of all the aforesaid proposed resolutions, the full text of which is set out in Appendix II hereof for your attention.

Should there be any inconsistencies between the English text and the Chinese text of this circular, the English text of this circular will prevail over the Chinese text.

By Order of the Board

Dato’ Wong Peng Chong

Executive Director

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at 26 April 2004 (the latest practicable date prior to the printing of this document, the “ Latest Practicable Date ”), the issued share capital of the Company comprised 371,468,753 Shares.

Subject to the passing and pursuant to the terms of the ordinary resolution regarding the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting to be held on 3 June 2004, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 37,146,875 Shares.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders as a whole.

3. FUNDING OF REPURCHASE AND MATERIAL ADVERSE IMPACT

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-Laws and the laws of Bermuda. Bermuda law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the profits that would otherwise be available for dividend or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the profits that would otherwise be available for dividend or out of the share premium or contributed surplus accounts of the Company.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in its annual report for the year ended 31 December 2003 in the event that the Repurchase Mandate were to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. SHARES PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during the current month and each of the previous twelve months before the printing of this document were as follows:–

		Shares
	Highest		Lowest
	HK$		HK$
April 2003	0.675		0.450
May 2003	0.725		0.450
June 2003	0.575		0.450
July 2003	0.620		0.435
August 2003	0.660		0.460
September 2003	1.620		0.520
October 2003	1.520		1.100
November 2003	1.300		0.950
December 2003	1.100		0.960
January 2004	1.310		0.960
February 2004	1.460		1.200
March 2004	1.360		1.080
April 2004 (up to the Latest Practicable Date)	1.340		1.030

5. UNDERTAKING AND EFFECT OF REPURCHASE

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates as defined in the Listing Rules, have any present intention to sell any securities of the Company to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell securities of the Company to the Company or its subsidiaries or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

If a Shareholder’s proportionate interest in the voting rights of the Company increases upon exercise of the powers to repurchase securities of the Company pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”). As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory general offer for all Shares in issue at the time in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Ms. Chong Sok Un (“ Ms. Chong ”) beneficially held 105,248,000 Shares (Note), representing approximately 28.33% of the then issued share capital of the Company. To the best knowledge of the Company, no other person, together with any associates thereof, was beneficially interested in Shares representing 10% or more of the entire issued share capital of the Company as at the Latest Practicable Date.

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate then (if the present Shareholders’ interests in Shares remained the same) the attributable shareholding of Ms. Chong in the Company would be increased to approximately 31.48% of the issued share capital of the Company. Such increase will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. However, the Directors have no current intention to exercise the Repurchase Mandate to such an extent as would give rise to this obligation. In any event, the Repurchase Mandate will be exercised only if the number of Shares held by the public would not fall below 25%.

Note: The 105,248,000 Shares are held by Vigor Online Offshore Limited, a 67.7% owned subsidiary of China Spirit Limited in which Ms. Chong maintains a beneficial interest of 100%.

6. SECURITIES REPURCHASE MADE BY THE COMPANY

The Company has not purchased any of its securities (whether on the Stock Exchange or not) in the six months preceding the date of this document.

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APPENDIX II

ANNUAL GENERAL MEETING FULL TEXT OF PROPOSED RESOLUTIONS

The following is the full text of the resolutions to be proposed at the Annual General Meeting of the Company to be held at Board Room, 7th Floor, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Thursday, 3 June 2004 at 10:00 a.m.:–

ORDINARY RESOLUTIONS

As ordinary business, to consider and, if thought fit, pass with or without amendments the following as ordinary resolutions of the Company:–

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and Auditors for the year ended 31 December 2003.

2. To consider and, if thought fit, declare a final dividend.

3. To re-elect Directors and authorise the board of Directors (the “ Board ”) to fix their remuneration.

4. To re-appoint Auditors and authorise the Board to fix their remuneration.

As special business, to consider and, if through fit, pass with or without amendments the following as ordinary resolutions of the Company:–

1. (i) “ THAT :–

2. (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the capital of the Company through the facilities of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or of another exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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APPENDIX II

ANNUAL GENERAL MEETING FULL TEXT OF PROPOSED RESOLUTIONS

• (b) the aggregate nominal amount of share capital of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed ten per cent. (10%) of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution and the approval in paragraph (a) above shall 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 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 laws of Bermuda to be held; and

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

• (ii) “ THAT :–

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares or options, warrants or other rights to subscribe for any such shares or such convertible securities and to make or grant offers, agreements and options which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a

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APPENDIX II

ANNUAL GENERAL MEETING FULL TEXT OF PROPOSED RESOLUTIONS

Rights Issue, (ii) an issue of shares as scrip dividends pursuant to the Bye-Laws of the Company from time to time, (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, or (iv) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company, shall not exceed twenty per cent. (20%) of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution, and the said approval in paragraph (a) above shall be limited accordingly; and

• (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 laws of Bermuda or the Company’s Bye-Laws to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company 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 any territory outside Hong Kong applicable to the Company).”

• (iii) “ THAT conditional upon the passing of Ordinary Resolutions Nos. 5(i) and 5(ii) above, the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares pursuant to Ordinary Resolution No. 5(ii) above be and is hereby extended by the addition thereto of an amount

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APPENDIX II

ANNUAL GENERAL MEETING FULL TEXT OF PROPOSED RESOLUTIONS

representing the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to the Ordinary Resolution No. 5(i) above, provided that such amount shall not exceed ten per cent. (10%) of the aggregate nominal amount of the issued share capital of the Company at the date of passing of this Resolution.”

SPECIAL RESOLUTIONS

As special business, to consider and, if thought fit, pass the following as special resolutions of the Company:–

1. “ THAT :–

2. (a) subject to the approval of the Companies Registry in Bermuda being obtained, the name of the Company be changed to “ASIA PACIFIC CAPITAL GROUP LIMITED” to take effect from the date of such approval; and

3. (b) subject to the approval of the Registrar of Companies in Hong Kong being obtained and upon the change of name of the Company referred to in the foregoing paragraph becoming effective, “亞洲太平洋資本集團有限公司 ” be adopted as the Chinese name of the Company for the purposes of identification and registration with the Registrar of Companies in Hong Kong.”

4. “ THAT the bye-laws of the Company as existing and previously in force immediately prior to the passing of this resolution (the “ Existing Bye-Law(s) ”) be amended in the following manner:

5. (i) by re-numbering the Existing Bye-Law 76 as Bye-Law 76(A) and substituting thereof the following wording:

   • “76. (A) Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every member who is present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote and on a poll every member present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for every share of which he is the holder which is fully paid up or credited as fully paid up (but so that no amount paid up or credited as paid up on a share in advance

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APPENDIX II

ANNUAL GENERAL MEETING FULL TEXT OF PROPOSED RESOLUTIONS

of calls or instalments shall be treated for the purposes of this Bye-Law as paid up on the share). On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.”

• (ii) by inserting the following wording as a new Bye-Law 76(B) immediately following Bye-Law 76(A):

• “76. (B) Where any member of the Company is, under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited upon which the shares of the Company are listed, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement shall not be counted.”

• (iii) by deleting the Existing Bye-Law 81 and substituting thereof the following wording:

• “81. Any member of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. Votes may be given either personally (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy. A proxy need not be a member of the Company. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. In addition, a proxy or proxies representing either an individual member or a member which is a corporation, shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise, including the right to vote individually on a show of hands.”

• (iv) by deleting the Existing Bye-Law 84 and substituting thereof the following wording:

• “84. Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such form as the Board may from time to time approve including but not limited to two-way proxies.

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APPENDIX II

ANNUAL GENERAL MEETING FULL TEXT OF PROPOSED RESOLUTIONS

• (v) by deleting the Existing Bye-Law 98(H) and substituting thereof the following wording:

• “(H) Save as otherwise provided by these Bye-Laws, a Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or proposal in which he or any of his associate(s) is/are materially interested, and if he shall do so his vote shall not be counted, but this prohibition shall not apply to any of the following matters namely:–

  • (i) the giving of any security or indemnity either:

    • (a) to the Director or his associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or

    • (b) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

  • (ii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

  • (iii) any proposal concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in 5% or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associate(s) is derived) or of the voting rights;

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APPENDIX II

ANNUAL GENERAL MEETING FULL TEXT OF PROPOSED RESOLUTIONS

• (iv) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

  • (a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme involving the issue or grant of options over shares or other securities by the Company under which the Director or his associate(s) may benefit; or

  • (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, his associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

• (v) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.”

• (vi) by deleting the Existing Bye-Law 98(I) and substituting thereof the following wording:

  • “98. (I) A company shall be deemed to be a company in which a Director together with any of his associate(s) own(s) 5 per cent. or more if and so long as (but only if and so long as) he together with any of his associate(s) (either directly or indirectly) is/are the holder(s) of or beneficially interested in 5 per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associate(s) is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which neither he nor any of them have any beneficial interest,

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ANNUAL GENERAL MEETING FULL TEXT OF PROPOSED RESOLUTIONS

APPENDIX II

any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder.”

• (vii) by deleting the Existing Bye-Law 98(J), renumbering the Existing Bye-Law 98(L) as Bye-Law 98(K) and substituting the contents of the Existing Bye-Law 98(K) thereof with the following wording:

• “98. (J) If any questions shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or any of his associate(s) or as to the entitlement of any Director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director or any of his associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any questions as aforesaid shall arise in respect of the chairman of the meeting or any of his associates such question shall be decided by a resolution of the Board (for which purpose such chairman shall not be counted in the quorum and shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman or any of his associates as known to such chairman, has not been fairly disclosed to the Board.”

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APPENDIX II

ANNUAL GENERAL MEETING FULL TEXT OF PROPOSED RESOLUTIONS

• (viii) by re-numbering the Existing Bye-Law 103 as Bye-Law 103(A) and by inserting the following as a new Bye-Law 103(B) immediately thereafter:

• “103. (B) The period for lodgment of the notices referred to in Bye-Law 103(A) will commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting.”

• (ix) (a) by deleting the existing definition of “associates” under ByeLaw 1 and substituting thereof the following wording:

  • ““associate(s)” shall, in relation to Director(s), have the meaning from time to time ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited upon which the shares of the Company are listed.”;

• (b) by deleting the term “Securities and Futures (Clearing Houses) Ordinance (Chapter 420 of the Laws of Hong Kong)” in the existing definition of “recognised clearing house” under the Bye-Law 87(B) and substituting thereof the following wording “Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)”.

• (x) subject to and conditional on the aforesaid amendments regarding Bye-Laws 76(A) and 81 being duly adopted that subsections (ii) and (iii) under Bye-Law 182 be and are hereby deleted;

AND THAT any Director be and is hereby authorised generally to do or execute for and on behalf of the Company all such acts, deeds and things incidental to or in connection with the implementation of aforesaid amendments, as he may deem necessary, desirable or appropriate.”

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