Automated Systems Holdings Limited — Proxy Solicitation & Information Statement 2007

May 3, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in COL CAPITAL LIMITED (the “ Company ”), you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 383) (website: http://www.colcapital.com.hk)

GENERAL MANDATES TO REPURCHASE AND ISSUE SECURITIES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an 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, at 10:00 a.m. on Thursday, 28th June, 2007 is set out in Appendix III on pages 11 to 12 of this circular. A form of proxy for use at the annual general meeting is also enclosed.

Whether or not you are able to attend the annual general meeting, you are requested to complete the enclosed form of proxy and return it in accordance with the instructions printed thereon and return the same to the office of the branch share registrars of the Company in Hong Kong, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event by not later than 48 hours before the time appointed for holding of the annual general meeting or any adjournment thereof.

Completion and return of the form of proxy will not prevent you from attending and voting at the annual general meeting or at an adjourned meeting should you so wish.

30th April, 2007

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 383)

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

Executive Directors: Registered Office: Ms. Chong Sok Un (Chairman) Canon’s Court Dato’ Wong Peng Chong 22 Victoria Street Mr. Kong Muk Yin Hamilton HM 12 Bermuda

Independent Non-executive Directors:

Mr. Lo Wai On Mr. Lau Siu Ki Mr. Zhang Jian

Head Office and Principal Place of Business in Hong Kong: 47th Floor China Online Centre 333 Lockhart Road Wan Chai Hong Kong 30 April 2007

To shareholders of the Company

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE AND ISSUE SECURITIES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular 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 28 June 2007 (the “ Annual General Meeting ”).

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LETTER FROM THE BOARD

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

At the annual general meeting of the Company held on 1 June 2006, 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 will be proposed 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 the number of Shares representing the aggregate nominal amount of the Shares in the issued capital of the Company repurchased by the Company under the Repurchase Mandate (the “ Extension Mandate ”).

3. RE-ELECTION OF DIRECTORS

At the Annual General Meeting, ordinary resolutions to re-elect Dato’ Wong Peng Chong, Mr. Kong Muk Yin and Mr. Zhang Jian as Directors will be proposed in accordance with the Bye-Laws of the Company (the “ Bye-Laws ”). Details of the Directors being subject to retirement and re-election, as required to be disclosed under Chapter 13 of the Listing Rules, are set out in Appendix II hereto.

4. ANNUAL GENERAL MEETING

The contents of the ordinary resolutions to be proposed at the Annual General Meeting are set out in Appendix IV hereto.

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LETTER FROM THE BOARD

A form of proxy for use at the Annual General Meeting is enclosed hereto. 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 26/F., Tesbury Centre, 28 Queen’s Road East, 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.

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 by virtue of such Shareholder having 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.

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LETTER FROM THE BOARD

5. RECOMMENDATION

The Directors believe that the ordinary resolutions for the Repurchase Mandate, Issue Mandate, Extension Mandate and re-election of directors 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 V hereto for your attention.

This notice of Annual General Meeting dated 30 April 2007 as to be published in the newspapers on the date of despatch of this circular is reproduced in Appendix III.

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 Chong Sok Un Chairman

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EXPLANATORY STATEMENT

APPENDIX I

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

1. SHARE CAPITAL

As at 25 April 2007 (the latest practicable date prior to the printing of this circular, the “ Latest Practicable Date ”), the issued share capital of the Company comprised 281,987,547 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 28 June 2007, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 28,198,754 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 2006 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 circular were as follows:–

	Shares
	Highest	Lowest
	HK$	HK$
April 2006	2.925	1.690
May 2006	3.325	2.350
June 2006	2.750	2.075
July 2006	3.175	2.600
August 2006	3.050	2.630
September 2006	3.200	2.700
October 2006	4.000	2.990
November 2006	3.980	3.560
December 2006	3.600	3.010
January 2007	3.340	3.030
February 2007	3.430	3.110
March 2007	3.430	3.000
April 2007 (up to the Latest Practicable Date)	4.000	3.340

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 person (as defined in the Listing Rules) has notified the Company that it has 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 106,512,400 Shares (Note), representing approximately 37.77% of the 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 41.97% 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: Vigor Online Offshore Limited, a wholly-owned subsidiary of China Spirit Limited (“ China Spirit ”), and Bilistyle Investments Limited (“ Bilistyle ”) held 105,248,000 and 1,264,400 Shares respectively. Ms. Chong maintains 100% beneficial interests in both China Spirit and Bilistyle.

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EXPLANATORY STATEMENT

APPENDIX I

6. SECURITIES REPURCHASE MADE BY THE COMPANY

The Company had repurchased 3,636,000 Shares on the Stock Exchange in the six months preceding the date of this circular, details of which are as follows:

Date of Repurchase 05/10/2006 02/11/2006 03/11/2006 06/11/2006 07/11/2006 14/02/2007 16/02/2007 26/02/2007 27/02/2007 02/03/2007 05/03/2007	Number Price Per Share Purchase of Shares Highest Lowest Price HK$ HK$ HK$ 112,000 3.15 3.14 352,000 2,312,000 3.88 3.84 8,967,240 208,000 3.87 3.80 798,880 32,000 3.80 3.79 121,480 76,000 3.80 3.80 288,800 100,000 3.34 3.34 334,000 104,000 3.36 3.30 349,200 40,000 3.35 3.35 134,000 104,000 3.38 3.37 351,480 448,000 3.36 3.36 1,505,280 100,000 3.15 3.15 315,000 3,636,000

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DETAILS OF RETIRING DIRECTORS

APPENDIX II

The followings are the details of the retiring directors of the Company proposed to be re-elected at the Annual General Meeting:–

(i) Dato’ Wong Peng Chong (“Dato’ Wong”)

Dato’ Wong Peng Chong , aged 63, was appointed as executive director of the Company on 15 March 2002, is due to retire, being eligible for re-election, is proposed to be re-elected at the forthcoming Annual General Meeting in accordance with the Bye-Laws of the Company.

Upon his graduation from the University of Malaya in 1967 with a Bachelor of Arts (Honours), Dato’ Wong joined the Malaysian Foreign Service and served with several Malaysian diplomatic missions overseas in various capacities. Dato’ Wong joined the private sector in 1985 and has served in various senior management positions, including executive directorships in public listed companies, in Hong Kong and Malaysia.

Dato’ Wong is entitled to a monthly remuneration of HK$100,000, one month yearend double pay and discretionary performance bonus. His remuneration is determined with reference to market rates and his duties and responsibilities in the Company and no part of the remuneration is covered by a service contract.

(ii) Mr. Kong Muk Yin (“Mr. Kong”)

Mr. Kong Muk Yin , aged 41, was appointed as executive director of the Company on 13 May 2002, is due to retire, being eligible for re-election, is proposed to be re-elected at the forthcoming Annual General Meeting in accordance with the ByeLaws of the Company.

Mr. Kong was graduated from City University of Hong Kong with a bachelor’s degree in business studies. He is a fellow member of The Association of Chartered Certified Accountants, a member of the Hong Kong Institute of Certified Public Accountants and a Chartered Financial Analyst and he has over 15 years of working experience in corporate finance, financial management, accounting and auditing.

Mr. Kong is entitled to a monthly remuneration of HK$80,000, one month year-end double pay and discretionary performance bonus. His remuneration is determined with reference to market rates and his duties and responsibilities in the Company and no part of the remuneration is covered by a service contract.

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DETAILS OF RETIRING DIRECTORS

APPENDIX II

(iii) Mr. Zhang Jian (“Mr. Zhang”)

Mr. Zhang Jian , aged 65, was appointed as non-executive director of the Company on 16 October 2006, is due to retire, being eligible for re-election, is proposed to be re-elected at the forthcoming Annual General Meeting in accordance with the Bye-Laws of the Company.

Mr. Zhang is a professional senior engineer in PRC. He is the Vice Chairman of China Manager Council of Construction Enterprises and China Precious Stone Council and the Chairman of Beijing Alumni Association of Xian Construction Technology University and the outside Director of China National Building Material Group Corporation and also the Chairman of Expert Committee of Sino-Mining International Investment Co. Ltd. He has been awarded National Outstanding Intellect in 1997 and National Top 10 Honest Persons of Outstanding Ability in 2004. He has also been awarded as Influential Person to China Nonferrous Metal Industry in 2005. From 1982 to 1998, he held various senior positions in China Nonferrous Metal Industry Company. From 1998 to 2003, he acted as Chairman and General Manager of China Nonferrous Metal Construction Group Company Ltd.. From 2003 to 2005, he acted as General Manager of China Nonferrous Metal Mining & Construction (Group) Co., Ltd..

Mr. Zhang is entitled to receive HK$80,000 per annum as director’s remuneration which is determined by reference to the market salary range for the position and no part of the remuneration is covered by a service contract.

Save as disclosed above, there are no other matters concerning Dato’ Wong, Mr. Kong and Mr. Zhang relating to their re-election that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to Rules 13.74 and 13.51 (2)(a) to 13.51(2)(v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

The following is the reproduction of the notice of Annual General Meeting to be published in the newspapers on the date of despatch of this circular.

(Incorporated in Bermuda with limited liability)

(Stock Code: 383) (website: http://www.colcapital.com.hk)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Board Room, 7th Floor, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Thursday, 28 June 2007 at 10:00 a.m. for the following purposes:–

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and the Auditors for the year ended 31 December 2006.

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

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

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

5. As special business, to consider and, if thought fit, pass the necessary ordinary resolutions with or without amendments granting a general mandate to the Directors:–

6. i. to repurchase securities of the Company not exceeding 10% of its issued share capital as at the date of passing of the relevant resolution;

7. ii. to issue additional securities of the Company not exceeding 20% of its issued share capital as at the date of passing of the relevant resolution; and

8. iii. to extend the authority under sub-paragraph (ii) above by the addition thereto of such number of securities representing the aggregate nominal amount of issued share capital of the Company repurchased pursuant to the authority under sub-paragraph (i) above.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

The full text of the proposed resolutions referred to the above is available for inspection at the principal place of business of the Company in Hong Kong at 47/F., China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong from the date hereof to the date of the Annual General Meeting and a circular containing the same and a copy of this notice will be delivered together with the 2006 Annual Report to the registered members of the Company.

By Order of the Board Fung Ching Man, Ada Company Secretary

Hong Kong, 30 April 2007

Notes:–

• (i) Any member of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holder 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. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.

• (ii) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised.

• (iii) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the branch share registrars of the Company in Hong Kong, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

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APPENDIX IV

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, 28 June 2007 at 10:00 a.m.:–

ORDINARY RESOLUTIONS

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

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and the Auditors for the year ended 31 December 2006.

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

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

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

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

6. (i) “ THAT :–

   • (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 IV

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 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 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 Bye-Laws of the Company (the “ 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.”

• (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;

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APPENDIX IV

ANNUAL GENERAL MEETING FULL TEXT OF PROPOSED RESOLUTIONS

• (c) the aggregate nominal amount of share capital of the Company 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 Rights Issue, (ii) an issue of shares as scrip dividends pursuant to the Bye-Laws 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 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 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).”

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APPENDIX IV

ANNUAL GENERAL MEETING FULL TEXT OF PROPOSED RESOLUTIONS

• (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 in the capital of the Company pursuant to Ordinary Resolution No. 5(ii) above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of issued 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.”

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