CAI Corp — AGM Information 2002

Apr 25, 2002

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HARBOUR CENTRE DEVELOPMENT LIMITED

To the Shareholders

ANNUAL GENERAL MEETING

Proposed Re-appointment of Auditors

Shareholders are advised that Messrs. PricewaterhouseCoopers, the former Auditors of the Company, resigned as auditors of the Company on 29th November, 2001. As the Company is a subsidiary of The Wharf (Holdings) Limited (“Wharf ”) and for improving the efficiency of the overall audit exercise, the Board of Directors of the Company had appointed the same auditors of Wharf, namely, Messrs. KPMG, to act as new Auditors of the Company for carrying out the audit for the financial year ended 31st December, 2001. Messrs. KPMG are due to retire from the office of Auditors of the Company upon the conclusion of the forthcoming Annual General Meeting (“AGM”) of the Company, which will be held on 5th June, 2002.

Messrs. KPMG have recently advised that they will seek re-appointment at the forthcoming AGM.

Shareholders are also advised that a special notice of the intention (the “Special Notice”) to propose the following resolution to be passed at the forthcoming AGM of the Company as an Ordinary Resolution has been received from a shareholder of the Company, namely, Upfront International Limited (which is a subsidiary of Wharf), pursuant to Sections 116C and 132(1)(c) of the Companies Ordinance (Cap. 32) of the Laws of Hong Kong:-

“That Messrs. KPMG be and are hereby re-appointed as Auditors of the Company, to hold office until the conclusion of the next Annual General Meeting, at a fee to be agreed with the Directors.”

A copy of the Special Notice is set out on page 2 of this Circular Letter for your reference and the above resolution will be considered at the forthcoming AGM of the Company.

Various other documents, including, inter alia , a notice of the AGM dated 25th April, 2002 are enclosed. Item (4) under the notice of the AGM deals with the appointment of Auditors. As a result of the abovementioned arrangements, the re-appointment of Messrs. KPMG as Auditors of the Company will be proposed at the AGM. The Directors recommend you to vote in favour of the relevant resolution for the re-appointment of Messrs. KPMG as Auditors of the Company to be proposed at the AGM.

Gonzaga W. J. Li Chairman

Hong Kong, 25th April, 2002

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Set out below is a copy of the Special Notice of intention to re-appoint Messrs. KPMG as Auditors received from a shareholder of the Company:

UPFRONT INTERNATIONAL LIMITED

P. O. Box 957, Offshore Incorporations Centre, Road Town, Tortola BRITISH VIRGIN ISLANDS

The Board of Directors, Harbour Centre Development Limited, 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong

7th March, 2002

Dear Sirs,

Re: Nomination of Auditors

We, Upfront International Limited, being a Shareholder of your Company, with 210,379,485 shares (representing 66.79% of the entire issued share capital) of your Company registered in our name, hereby give you notice, pursuant to Sections 116C and 132(1)(c) of the Companies Ordinance (Cap. 32) of the Laws of Hong Kong, of our intention to propose the following resolution to be passed at the forthcoming Annual General Meeting of your Company as an Ordinary Resolution:-

“That Messrs. KPMG be and are hereby re-appointed as Auditors of the Company, to hold office until the conclusion of the next Annual General Meeting, at a fee to be agreed with the Directors.”

Yours faithfully, UPFRONT INTERNATIONAL LIMITED

(signed) Director

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