CCIAM Future Energy Limited — Proxy Solicitation & Information Statement 2004

Apr 19, 2004

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 to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

The Stock Exchange of Hong Kong Limited 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.

TAI SANG LAND DEVELOPMENT LIMITED (Incorporated in Hong Kong with limited liability)

(Stock Code: 89)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND AMENDMENTS OF EXISTING ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of Tai Sang Land Development Limited (the “Company”) to be held at Salon 3, Level 3, JW Marriott Hotel Hong Kong, One Pacific Place, 88 Queensway, Hong Kong at 2:00 p.m. on Friday, 21st May 2004 is set out on pages 11 to 26 of this circular. Shareholders are advised to read the notice and to complete and return the accompanying form of proxy for use at the annual general meeting in accordance with the instructions printed thereon. Completion of the form of proxy will not preclude the shareholders from attending and voting at the meeting if they so wish.

19th April 2004

DEFINITIONS

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

• “Annual General Meeting” the annual general meeting of the Company to be held on 21st May 2004 at 2:00 p.m.

• “Companies Ordinance” the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

• “Company” Tai Sang Land Development Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange.

• “Director(s)” director(s) of the Company “Latest Practicable Date” 14th April 2004, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Shares” Share(s) of HK$1.00 each in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Code on Takeovers and Mergers

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LETTER FROM THE CHAIRMAN

TAI SANG LAND DEVELOPMENT LIMITED

(Incorporated in Hong Kong with limited liability)

Directors: Ma Ching Wai, William (Chairman) Ma Ching Kuen, Alfred (Managing Director) Ma Ching Sau, Amy (Managing Director) Ma Ching Man, Katy Ma Ching Keung, Ruth Ma Ching Hang, Patrick Ma Ching Kwai, Ida Ma Ching Yeung, Philip Cheung Wing Yui, Edward Chau Kwok Fun, Kevin

Registered Office: 26th to 28th Floors Tai Sang Commercial Building 24-34 Hennessy Road Hong Kong

* Independent non-executive Director

19th April 2004

To the shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND AMENDMENTS OF EXISTING ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed general mandates to repurchase Shares and to issue Shares and amendments of existing Articles of Association of the Company, and to seek the shareholders’ approval at the Annual General Meeting in connection with the grant of the relevant general mandates and amendments of existing Articles of Association.

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LETTER FROM THE CHAIRMAN

2. GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 30th May 2003, a general mandate was given to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10 per cent. of the issued share capital of the Company as at the date of passing of the relevant ordinary resolution. Such mandate will lapse at the conclusion of the Annual General Meeting unless renewed at a general meeting of the shareholders of the Company. An ordinary resolution will therefore be proposed at the Annual General Meeting to approve a general mandate to authorise the Company to engage in shares repurchases.

Your attention is drawn to ordinary resolution no.5(1) set out in the notice of Annual General Meeting. Such ordinary resolution proposes to give a general and unconditional mandate to the Directors to exercise the powers of the Company to repurchase at any time until the conclusion of the next annual general meeting of the Company following the passing of ordinary resolution no.5(1) or such earlier period as stated therein, Shares up to a maximum of 10 per cent. of the issued share capital of the Company as at the date of passing of ordinary resolution no.5(1).

An explanatory statement, as required under the Listing Rules to provide the requisite information regarding the repurchase mandate is set out in the Appendix hereto.

3. GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will also be proposed that the Directors be given a general and unconditional mandate to issue during the Relevant Period (as defined in ordinary resolution no.5(2) set out in the notice of Annual General Meeting) Shares representing up to 20 per cent. of the issued share capital of the Company as at the date of passing of ordinary resolution no.5(2) (i.e. not exceeding 57,533,935 Shares based on the issued share capital of the Company of 287,669,676 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same at the date of passing the ordinary resolution no.5(2)). In addition, an ordinary resolution (ordinary resolution no.5(3) set out in the notice of Annual General Meeting) will be proposed to extend the issue mandate which would increase the limit of the issue mandate by adding to it the number of Shares repurchased under the repurchase mandate.

4. AMENDMENTS OF EXISTING ARTICLES OF ASSOCIATION

In addition, your attention is drawn to the special resolution to be proposed at the Annual General Meeting to approve certain amendments to the existing Articles of Association of the Company.

The Securities and Futures Ordinance came into effect on 1st April 2003 and the Companies (Amendment) Ordinance 2003 came into operation on 13th February 2004. In addition the Stock Exchange has announced certain amendments to the Listing Rules which subject to certain transitional arrangements came into effect on 31st March 2004.

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LETTER FROM THE CHAIRMAN

In the circumstances, in order to comply with the aforesaid new requirements and to bring the Articles of Association of the Company up to date and in line with the current practice in Hong Kong, it is also proposed at the forthcoming Annual General Meeting to amend the Articles of Association by special resolution as set out in the notice convening the Annual General Meeting. A brief background to the proposed amendments to the existing Articles of Association of the Company is set out as follows:

• (a) Article 2

To amend the definition of “associate” in line with the Listing Rules, and to provide additional definitions for certain terms for the purpose of clarification given the coming into effect of the Securities and Futures Ordinance and the Companies (Amendment) Ordinance 2003.

• (b) Articles 16, 20, 40 and 43 To stipulate the time limit for issuance of share certificates in accordance with the Listing Rules and the Companies Ordinance and to revise those provisions on the amount payable for new share certificates, replacement of share certificates and registration of instruments of transfer to the effect that such sum shall not exceed the maximum amount as may from time to time be prescribed by the Stock Exchange.

• (c) Article 74 To reflect the requirement of voting by poll under the Listing Rules.

• (d) Article 84 To reflect the restriction on voting by shareholders whom the Company has knowledge are restricted from voting, as required by the amended Appendix 3 of the Listing Rules.

• (e) Article 95 To clarify the liability of an alternate Director and his relationship with his appointing Director in the light of the Companies (Amendment) Ordinance 2003.

• (f) Articles 101(A) and 109 To reflect the change of the method on removal of a Director by means of a special resolution and to substitute therefor an ordinary resolution in the light of the Companies (Amendment) Ordinance 2003.

• (g) Article 102(H) To be consistent with the provisions of the amended Appendix 3 of the Listing Rules so that subject to certain exceptions, a Director shall abstain from voting at the board meeting on any contract, arrangement or proposal in which he or any of his associates has a material interest nor shall be counted in the quorum of the relevant board meeting.

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LETTER FROM THE CHAIRMAN

• (h) Article 107 To be consistent with the amended Appendix 3 of the Listing Rules which stipulates the minimum seven-day period for lodgment by a shareholder of the notice to nominate a Director and the nomination shall commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than seven days before the date of such meeting.

• (i) Article 118 To clarify that the Managing Director is also subject to retirement by rotation.

• (j) Article 167 To permit the Company to deliver the relevant financial documents and summary financial report to entitled persons in accordance with the Companies Ordinance and other applicable laws, rules and regulations.

• (k) Articles 171, 172, 173, To permit the Company to serve notice or document, in the 174, 176 and 177 English language only, in the Chinese language only or in both, to entitled persons personally, through the post or by means of advertisement in newspapers, electronic communication or computer network and to add provision for deemed services of such notice or document.

• (l) Article 183(A) To amend the provision for indemnity on the liability of the Director or other officer in the light of the Companies (Amendment) Ordinance 2003 and to extend the provision for such indemnity to cover the liability of every auditor.

• (m) Article 184 To permit the Company to purchase liability insurance for Director or other officer or auditor in the light of the Companies (Amendment) Ordinance 2003.

5. ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting, which contains, inter alia, ordinary resolutions to approve the repurchase mandate and the issue mandate and the special resolution to approve the amendments of existing articles of association is set out on pages 11 to 26 of this circular. Shareholders are advised to read the notice and to complete and return the accompanying form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon by no later than 2:00 p.m. Wednesday, 19th May 2004.

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LETTER FROM THE CHAIRMAN

6. RIGHT TO DEMAND A POLL

Pursuant to Article 74 of the existing Articles of Association of the Company, at any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

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

• (ii) by at least three shareholders present in person or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any shareholder or shareholders present in person or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or

• (iv) by a shareholder or shareholders present in person 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 the Shares conferring that right.

7. RECOMMENDATION

The Directors believe that the repurchase mandate, the issue mandate and amendments of existing Articles of Association are in the best interest of the Company and its shareholders as a whole and accordingly the Directors recommend shareholders to vote in favour of such resolutions to be proposed at the Annual General Meeting.

Yours faithfully, William MA Ching Wai Chairman

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EXPLANATORY STATEMENT

APPENDIX

This Appendix serves as an explanatory statement, as required by Rule 10.06(b) of the Listing Rules, to provide requisite information to shareholders for their consideration of the proposal to permit the repurchase of Shares up to a maximum of 10 per cent. of the issued share capital of the Company as at the date of passing of ordinary resolution no.5(1).

This appendix also constitutes the memorandum as required under Section 49BA(3)(b) of the Companies Ordinance.

1. Listing Rules

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Source of funds

Repurchases must be made out of funds which are legally available for such purpose in accordance with the company’s constitutional documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.

(b) Maximum number of shares to be repurchased

The shares proposed to be repurchased by a company must be fully paid up. A maximum of 10 per cent. of the issued share capital of a company as at the date of the passing of the relevant resolution approving the repurchase mandate may be repurchased on the Stock Exchange.

• (c) Shareholders’ approval

The Listing Rules provide that all proposed on-market repurchases of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchases.

2. Share Capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 287,669,676 Shares.

Subject to the passing of Ordinary Resolution no.5(1) set out in the notice of Annual General Meeting and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the repurchase mandate to repurchase Shares up to the limit of 28,766,967 Shares representing 10% of the issued share capital of the Company as at the Latest Practicable Date which are fully paid-up.

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EXPLANATORY STATEMENT

APPENDIX

3. Reasons for Repurchase

The Directors believe that the repurchase mandate affords the Company the flexibility and ability in pursuing the best interests for the Company and its shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, be beneficial to the shareholders by enhancing the net asset and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders. The Directors have no immediate plans to repurchase Shares under the repurchase mandate.

4. Funding of Repurchase

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association and the laws of Hong Kong (including the Companies Ordinance and the Listing Rules). The Companies Ordinance provides that the amount of capital repaid in connection with a Share repurchase may only be paid from the distributable profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase and any premium payable on repurchase shall be paid out of distributable profits of the Company unless such repurchased Shares were issued at a premium, in which case, any premium payable on repurchase may be paid out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase to such extent allowable under the Companies Ordinance. The Directors propose that such repurchases of Shares would be appropriately financed by the Company’s internal resources and/or available banking facilities.

5. Impact of Repurchase

There might be material adverse impact on the working capital or gearing levels of the Company (as compared with the position disclosed in the audited accounts contained in the 2003 annual report) in the event that the repurchase mandate was 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

6. Share Prices

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

		Shares
	Highest		Lowest
	HK$		HK$
April 2003	1.700		1.600
May 2003	1.770		1.640
June 2003	1.830		1.760
July 2003	1.830		1.710
August 2003	2.000		1.760
September 2003	2.300		1.950
October 2003	2.650		1.980
November 2003	2.075		1.900
December 2003	2.050		1.900
January 2004	2.775		1.940
February 2004	2.625		2.350
March 2004	2.475		2.200

7. Undertakings and Directors’ Dealings and Connected Persons

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 ordinary resolution no.5(1) set out in the notice of Annual General Meeting and in accordance with the Listing Rules and the laws of Hong Kong.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company or its subsidiaries under the repurchase mandate if the same 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 Shares to the Company, or have undertaken not to do so, in the event that the repurchase mandate is approved by the shareholders.

8. Takeovers Code

If a shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers to repurchase Shares pursuant to the repurchase mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of 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 offer in accordance with Rules 26 and 32 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX

As at the Latest Practicable Date, Mr. Ma Ching Wai, William was taken to be interested in 161,928,586 Shares representing approximately 56.29 per cent. of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares under the repurchase mandate, then (if the present shareholdings remains the same) the attributable shareholding of Mr. Ma Ching Wai, William in the Company would be increased to approximately 62.54 per cent. of the issued share capital of the Company. In the event that the Directors exercised in full the power to repurchase Shares pursuant to the repurchase mandate, an obligation to make a general offer to shareholders under Rules 26 and 32 of the Takeovers Code will not arise. Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the repurchase mandate.

9. Share Repurchases made by the Company

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the 6 months preceding the date of this circular.

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NOTICE OF ANNUAL GENERAL MEETING

TAI SANG LAND DEVELOPMENT LIMITED

(Incorporated in Hong Kong with limited liability)

NOTICE is hereby given that the Annual General Meeting of the Shareholders of Tai Sang Land Development Limited (the “Company”) will be held at Salon 3, Level 3, JW Marriott Hotel Hong Kong, One Pacific Place, 88 Queensway, Hong Kong on Friday, 21st May 2004 at 2:00 p.m. for the following purposes:

1. To receive and consider the audited Accounts for the year ended 31st December 2003, the report of the Directors and the report of the Auditors.

2. To declare a final dividend for the year ended 31st December 2003.

3. To re-elect Directors in place of those retiring and to fix the remuneration of the Directors.

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

5. As special business to consider and, if thought fit, pass with or without modifications, the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

• (1) “THAT:

• (a) a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and which is recognised 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 provided however that the aggregate nominal amount of the shares to be repurchased pursuant to this Resolution shall not exceed ten per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution; and

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NOTICE OF ANNUAL GENERAL MEETING

• (b) 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 law to be held; or

  • (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.”

• (2) “THAT:

• (a) a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with additional shares of the Company, and to make or grant offers, agreements or options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers either during or after the expiry of the Relevant Period, provided that the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to this Resolution (otherwise than as scrip dividends pursuant to the Articles of Association of the Company from time to time or pursuant to a rights issue or pursuant to the exercise of any rights of subscription or conversion under any existing warrants, bonds, debentures, notes and other securities issued by the Company or pursuant to any share option scheme), shall not exceed twenty per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution; and

• (b) 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 law to be held; or

• (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.”

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NOTICE OF ANNUAL GENERAL MEETING

• (3) “THAT conditional upon the passing of Ordinary Resolutions Nos.5(1) and 5(2) set out in the notice convening this meeting, the general mandate granted to the Directors to allot shares pursuant to Ordinary Resolution No.5(2) set out in the notice convening this meeting be and is hereby extended by the additional thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution No.5(1) set out in the notice convening this meeting, provided that such extended amount shall not exceed ten per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution.”

• As special business to consider and, if thought fit, to pass with or without modifications, the following resolution as a Special Resolution:

SPECIAL RESOLUTION

“THAT the Articles of Association of the Company be and are hereby amended in the following manner:

• (a) Article 2

• (i) by deleting the existing definition of “associate” in its entirety and substituting therefor the following new definition and its marginal note:

  • “associate” shall have the meaning ascribed to it under the associate. Listing Rules;

• (ii) by adding the following new definitions and their marginal notes immediately after the definition of “dollars”:

  • “electronic communication” shall mean a communication sent electronic communication.

  • by electronic transmission in any form through any medium;

  • “entitled person” shall mean an “entitled person” as defined entitled person. under the Companies Ordinance;

• (iii) by adding the following new definition and its marginal note immediately after the definition of “Hong Kong”:

  • “the Listing Rules” shall mean the Rules Governing the Listing Rules. Listing of Securities on The Stock Exchange of Hong Kong Limited and any amendments thereto for the time being in force;

• (iv) by adding the words “for Administration” after the words “Chief Secretary” in the definition of “newspaper”;

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NOTICE OF ANNUAL GENERAL MEETING

• (v) by deleting the definition of “recognised clearing house” in its entirety and substituting therefor the following new definition and its marginal note:

• “recognised clearing house” shall mean a clearing house recognised clearing house.

• recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction;

• (vi) by adding the following new definition and its marginal note immediately after the definition of “the register”:

• “relevant financial documents” shall mean the “relevant relevant financial documents.

• financial documents” as defined under the Companies Ordinance;

• (vii) by adding the following new definition and its marginal note immediately after the definition of “shareholders” or “members”:

• “summary financial report” shall mean the “summary summary financial report.

• financial report” as defined under the Companies Ordinance;

• (viii) by deleting the definition of “writing” or “printing” in its entirety and substituting therefor the following new definition and its marginal note: “writing” or “printing” shall mean written or printed or writing. printing.

• printed by lithography or printed by photography or typewritten or produced by any other modes of representing words or figures in a visible form or, to the extent permitted by, and in accordance with all applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or partly in one visible form and partly in another visible form;

(ix) by adding the following paragraph and its marginal note as the last paragraph of Article 2: References to a document being executed include references document being executed and to its being executed under hand or under seal or, to the extent document. permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations, by electronic signature or by any other method. References to a document, to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations, include references to any information in visible form whether having physical substance or not.

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NOTICE OF ANNUAL GENERAL MEETING

(b) Article 16

by deleting the existing Article 16 in its entirety and substituting therefor the following new Article 16 and its marginal note:

1. Every person except a stock exchange nominee in respect of which the Company is not by law required to complete and have ready for delivery a certificate whose name is entered in the register as a holder of any shares shall be entitled to receive within such period of time as prescribed by the Companies Ordinance or the Listing Rules after allotment or lodgement of a transfer to him of those shares (or within such other period as the terms of issue shall provide) one certificate for all those shares of any one class or several certificates each for one or more of the shares of the class in question upon payment, (i) in the case of an allotment, for every certificate after the first of such sum (if any) not exceeding the maximum amount prescribed from time to time by The Stock Exchange of Hong Kong Limited or (ii) in the case of a transfer, of such sum (if any) not exceeding the maximum amount prescribed from time to time by The Stock Exchange of Hong Kong Limited. In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A Member (except such a nominee) who transfers some but not all of the shares comprised in a certificate shall be entitled to a certificate for the balance with a fee (if any) not exceeding the maximum amount prescribed from time to time by The Stock Exchange of Hong Kong Limited.

Share certificates.

• (c) Article 20

• (i) by deleting the words “HK$2” in the second line of Article 20 and substituting therefor the words “such sum not exceeding the maximum amount as may from time to time be prescribed by The Stock Exchange of Hong Kong Limited”;

• (ii) by deleting the words “(or such higher amount as may from time to time be permitted under the rules prescribed by The Stock Exchange of Hong Kong Limited)” in the second, third and fourth lines of Article 20.

• (d) Article 40

• (i) by deleting the words “HK$2” in the first line of paragraph (i) of Article 40 and substituting therefor the words “such sum not exceeding the maximum amount as may from time to time be prescribed by The Stock Exchange of Hong Kong Limited”;

• (ii) by deleting the words “(or such higher amount as may from time to time be permitted under the rules prescribed by The Stock Exchange of Hong Kong Limited)” in the first, second and third lines of paragraph (i) of Article 40.

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NOTICE OF ANNUAL GENERAL MEETING

• (e) Article 43

by deleting the words “without charge” after the words “issued” and “him” in the third line and sixth line of Article 43 and substituting therefor the words “with a fee not exceeding the maximum amount as may from time to time be prescribed by The Stock Exchange of Hong Kong Limited” respectively.

• (f) Article 74

• (i) by inserting the words “unless a poll is taken as may from time to time be required under the Listing Rules or any other applicable laws, rules or regulations or” immediately before the word “unless” in the second line of the first paragraph of Article 74.

• (ii) by inserting the words “a poll is taken as may from time to time be required under the Listing Rules or any other applicable laws, rules or regulations or unless” immediately after the word “Unless” at the beginning of the second paragraph of Article 74.

• (g) Article 84

by renumbering the existing paragraph (B) of Article 84 as paragraph (C) of Article 84 and adding the following new paragraph (B) and its marginal note to Article 84:

(B) Where the Company has knowledge that any member is, under any applicable laws and the Listing Rules from time to time, 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 or restriction shall not be counted.

Voting in contravention to Listing Rules.

• (h) Article 95

by adding the following new paragraph immediately after paragraph (D) of Article 95:

(E) An alternate Director shall be deemed to be the agent of the Director who appoints him. A Director who appoints an alternate Director shall be vicariously liable for any tort committed by the alternate Director while acting in the capacity of alternate Director.

• (i) Article 101(A)

by deleting the words “a special resolution” in paragraph (vii) of Article 101(A) and substituting therefor the words “an ordinary resolution”.

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NOTICE OF ANNUAL GENERAL MEETING

• (j) Article 102(H)

• (i) by deleting paragraph (H) of Article 102 in its entirety and substituting therefor the following new paragraph:

(H) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract, arrangement or proposal in which he or to his knowledge any of his associates has a material interest, and if he shall do so his vote shall not be counted and he shall not be counted in the quorum on such resolution of the Board, but this prohibition shall not apply to any of the following matters namely:

• (i) any contract or arrangement for the giving by the Company of any security or indemnity to the Director or his associate(s) in respect of money lent or obligations incurred or undertaken by him or any his associates at the request of or for the benefit of the Company and any of its subsidiaries;

• (ii) any contract or arrangement for the giving by the Company of any security or indemnity 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;

• (iii) any contract, arrangement or proposal concerning an offer of the 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;

• (iv) 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;

• (v) any contact, arrangement or 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 and/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 per cent. or more of the issued shares or voting rights of any class of shares of such company (or of any third company through which his interest or that of his associates is derived);

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NOTICE OF ANNUAL GENERAL MEETING

• (vi) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to the Directors, his associates and employees of the Company or any of its subsidiaries and does not give the Director or his associate(s) any privilege not generally accorded to the employees to whom such scheme or fund relates; and

• (vii) any proposal or arrangement concerning the adoption, modification or operation of any share scheme involving the issue or grant of options over shares or other securities by the Company to, or for the benefit of the employees of the Company or any of its subsidiaries under which the Director or his associate(s) may benefit.

• (ii) by deleting paragraph (I) of Article 102 in its entirety and substituting therefor the following new paragraph:

(I) A company shall be deemed to be a company in which a Director and/or his associate(s) own(s) 5 per cent. or more if and so long as (but only if and so long as) he and/or his associate(s) is/are (either directly or indirectly) 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 any third company through which his interest or that of any of his associates is derived) or of the voting rights available to members of such company. 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 he or any of them has no beneficial interest, 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 and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.

• (iii) by deleting paragraph (J) of Article 102 in its entirety and substituting therefor the following new paragraph:

(J) Where a company in which a Director and/or his associate(s) hold(s) 5 per cent. or more is materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.

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NOTICE OF ANNUAL GENERAL MEETING

• (iv) by deleting paragraph (K) of Article 102 in its entirety and substituting therefor the following new paragraph:

  • (K) If any question 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 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 and/or his associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall be counted in the quorum but 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 as known to such chairman has not been fairly disclosed to the Board.

• (v) by deleting paragraph (L) of Article 102 in its entirety and substituting therefor the following new paragraph:

  • (L) The Company may by ordinary resolution ratify any transaction not duly authorised by reason of a contravention of this Article provided that no Director who is or whose associate(s) is/are materially interested in such transaction shall vote upon such ordinary resolution in respect of any shares in the Company in which he/they is/are interested.

• (k) Article 107

by deleting Article 107 in its entirety and substituting therefor the following Article and its marginal note:

1. No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been given to the Company provided that the minimum length of the period, during which such notices are given, shall be at least seven days. The period for lodgment of such notices shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting.

Notice to be given when person proposed for election.

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NOTICE OF ANNUAL GENERAL MEETING

(l) Article 109

by deleting the words “special resolution” in the first line of Article 109 and substituting therefor the words “ordinary resolution”.

• (m) Article 118

by deleting the words “shall not, whilst holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of retirement of Directors, but his appointment” in the second, third and fourth lines of Article 118.

(n) Article 167

by deleting paragraphs (A) and (B) of Article 167 in their entirety and substituting therefor the following Article and its marginal note:

1. (A) The Board shall from time to time in accordance with the provisions of the Companies Ordinance cause to be prepared and laid before the Company at its annual general meeting the relevant financial documents.

Relevant financial documents and summary financial report.

(B) Subject to paragraph (C) of this Article, the Company shall in accordance with the Companies Ordinance and other applicable laws, rules and regulations, deliver or send to every entitled person a copy of the relevant financial documents of the Company or a copy of the summary financial report in place of a copy of the relevant financial documents from which the report is derived, not less than twenty-one days before the date of the general meeting of the Company concerned (or such other time as is permitted under the Companies Ordinance and other applicable laws, rules and regulations). Provided that this Article shall not require a copy of these documents to be sent to more than one of the joint holders of any shares or debentures or to any member of, or any holder of debentures, who is not entitled to receive notices of general meetings of the Company and of whose address the Company is unaware, but any member or holder of debentures of the Company to whom a copy of these documents has not been sent, shall be entitled to receive a copy of these documents free of charge on application at the registered office of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

(C) Where any entitled person has, in accordance with the Companies Ordinance and other applicable laws, rules and regulations, agreed to his having access to the relevant financial documents and/or the summary financial report on the Company’s computer network as mentioned in Article 172(v) or, to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations, in any other manner (including any other form of electronic communication) instead of being sent the documents or report, as the case may be (an “assenting person”), the publication or making available by the Company, in accordance with the Companies Ordinance and other applicable laws, rules and regulations, on the Company’s computer network referred to above of the relevant financial documents and/or the summary financial report throughout the period beginning not less than twenty-one days before the date of the general meeting of the Company concerned and ending on such date in accordance with the Companies Ordinance and other applicable laws, rules and regulations (or such other period or time as is permitted under the Companies Ordinance and other applicable laws, rules and regulations) or in such other manner, shall be treated as having sent a copy of the relevant financial documents or a copy of the summary financial report to an assenting person in satisfaction of the Company’s obligations under paragraph (B) of this Article.

• (o) Articles 171, 172, 173 and 174

by deleting Articles 171, 172, 173 and 174 in their entirety and substituting therefor the following new Articles and their marginal notes:

1. Every entitled person shall register with the Company an address either in Hong Kong or elsewhere to which notices can be sent and if any member shall fail so to do, notice may be given to such member by sending the same in any of the manners hereafter mentioned to his last known place of business or residence, or if there be none, by posting the same for one day at the registered office of the Company or by posting the same on the website of the Company or any other electronic means. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the register of members and notice so given shall be sufficient notice to all the joint holders.

Address of shareholders and service of notices to joint holders.

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NOTICE OF ANNUAL GENERAL MEETING

1. Any notice or document (including any “corporate communication” as defined in the Listing Rules), whether or not to be given or issued under the Companies Ordinance and other applicable laws, rules and regulations or these presents from the Company, may be served or delivered by the Company upon the entitled person:

Service of notices.

• (i) personally;

• (ii) by sending it through the post in a prepaid envelope or wrapper addressed to such person at his registered place of address;

• (iii) by advertisement in English in at least one English language newspaper and in Chinese in at least one Chinese language newspaper being in each case a newspaper published daily and circulating generally in Hong Kong and specified or permitted for this purpose by the Companies Ordinance and other applicable laws, rules and regulations, and for such period as the Board shall think fit to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations;

• (iv) by sending or transmitting it as an electronic communication to such person at such telex or facsimile transmission number or electronic number or electronic address or computer network or website supplied by him to the Company for the giving of notice or document from the Company to him to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations;

• (v) by publishing it on the Company’s computer network and giving to such person a notice in accordance with the Companies Ordinance and other applicable laws, rules and regulations stating that the notice or other document is available there (a “notice of publication”) to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations. The notice of publication may be given to such person by any of the means set out in paragraphs (i) to (iv) or (vi) of this Article; or

• (vi) by sending or otherwise making available to such person through such means to the extent permitted by, and in accordance with, the Companies Ordinance and other applicable laws, rules and regulations.

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NOTICE OF ANNUAL GENERAL MEETING

• 173 (A) Any notice or document (including any “corporate communication” as defined in the Listing Rules) given or issued by or on behalf of the Company:

When notice deemed to be served.

• (i) if served or delivered in person, shall be deemed to have been served or delivered at the time of personal service or delivery, and in proving such service or delivery, a certificate in writing signed by the Secretary (or other officer of the Company or such other person appointed by the Board) that the notice or document was so served or delivered shall be conclusive evidence thereof;

• (ii) if served or delivered by post, shall be deemed to have been served or delivered on the day following that on which the envelope or wrapper containing the same is put into a post office situated within Hong Kong, and in proving such service or delivery, it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addressed and put into such post office. A certificate in writing signed by the Secretary (or such other officer of the Company or such other person appointed by the Board) that the envelope or wrapper containing the notice or other document was so prepaid, addressed and put into such post office shall be conclusive evidence thereof;

• (iii) if sent or transmitted as an electronic communication in accordance with Article 172(iv) or through such means in accordance with Article 172(vi), shall be deemed to have been served or delivered at the time of the relevant despatch or transmission. A notice or document published in the Company’s computer network in accordance with Article 172(v), shall be deemed to have been served or delivered on the day following that on which a notice of publication is sent to the entitled person. In proving such service or delivery, a certificate in writing signed by the Secretary (or such other officer of the Company or such other person appointed by the Board) as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence provided that no notification that the electronic communication has not reached its recipient has been received by the sender, except that any failure in transmission beyond the sender’s control shall not invalidate the effectiveness of the notice or document being served; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iv) if served by advertisement in newspaper in accordance with Article 172(iii), shall be deemed to have been served on the day on which such notice or document is first published.

(B) Subject to the Companies Ordinance and other applicable laws, rules and regulations, any notice or document (including but not limited to the documents referred to in Article 167 and any “corporate communication” as defined in the Listing Rules) may be given by the Company in the English language only, in the Chinese language only or in both. Where a person has in accordance with the Companies Ordinance and other applicable laws, rules and regulations consented to receive notices and documents (including but not limited to the documents referred to in Article 167 and any “corporate communication” as defined in the Listing Rules) from the Company in the English language only or the Chinese language only but not both, it shall be sufficient for the Company to serve on or deliver to him any such notice or document in such language only in accordance with these presents unless and until there is a notice of revocation or amendment of such consent given or deemed to have been given by such person to the Company in accordance with the Companies Ordinance and other applicable laws, rules and regulations which shall have effect in respect of any notice or document to be served on or delivered to such person subsequent to the giving of such notice of revocation or amendment.

Choice of language.

1. A notice or document may be given by or on behalf of the Company to the person(s) entitled to a share in consequence of death, mental disorder or bankruptcy of a member in such manner as provided in Article 172 in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

Service of notice to persons entitled on death, mental disorder or bankruptcy of a member.

(p) Article 176

by deleting the words “by post to, or left at the registered address of any member in pursuance of these presents” in the first and second lines of Article 176 and substituting therefor the words “to any member in such manner as provided in Article 172”.

(q) Article 177

by deleting the words “written or printed” at the end of Article 177 and substituting therefor the words “written, printed or made electronically”.

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NOTICE OF ANNUAL GENERAL MEETING

• (r) Article 183(A)

• (i) by deleting the words “paragraph (c) of the proviso to Section 165 of the Companies Ordinance” in the fourth line of Article 183(A) and substituting therefor the words “Section 165(2) of the Companies Ordinance”;

• (ii) by adding the words “and every Auditor” after the word “officer” in the first line of Article 183(A);

• (iii) by adding the words “or Auditor” after the word “officer” in the sixth line of Article 183(A).

• (s) Article 184

by adding the following new Article and marginal note immediately after Article 183:

1. The Company shall have power to purchase and maintain for Liability insurance. any Director or other officer, or Auditors of the Company:

2. (i) insurance against any liability to the Company, a related company or any other party in respect of any negligence, default, breach of duty or breach of trust (save for fraud) of which he may be guilty in relation to the Company or a related company; and

3. (ii) insurance against any liability incurred by him in defending any proceedings, whether civil or criminal, taken against him for any negligence, default, breach of duty or breach of trust (including fraud) of which he may be guilty in relation to the Company or a related company.

For the purpose of this Article 184, “related company” means any company which is the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company.”

By Order of the Board Katy Ma Ching Man Secretary

Hong Kong, 19th April 2004

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (1) The registers of members of the Company will be closed from Friday, 14th May 2004 to Friday, 21st May 2004, both days inclusive, during which no transfer of shares will be registered. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Registrars, Computershare Hong Kong Investor Services Limited at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Thursday, 13th May 2004.

• (2) A member of the Company entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company. In order to be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s registered office not less than 48 hours before the time appointed for holding the meeting.

• (3) With reference to the Ordinary Resolutions sought in items 5(1), 5(2) and 5(3) of this notice, the Directors wish to state that they have no immediate plans to issue any new shares or repurchase any existing shares of the Company. Approval is being sought from members as a general mandate pursuant to the Companies Ordinance and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

• (4) With reference to the Special Resolution set out in item 6 of this notice, the Directors have proposed to amend the Articles of Association of the Company to ensure compliance with the requirements provided by the recent amendments to the Companies Ordinance and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

• (5) The translation into Chinese language of this notice (including the Special Resolution which contains the preposed new Articles) is for reference only. In case of any inconsistency, the English version shall prevail.

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TAI SANG LAND DEVELOPMENT LIMITED

(Incorporated in Hong Kong with limited liability)

Proxy form for use at the Annual General Meeting to be held at 2:00 p.m. on 21st May, 2004

I/We (note1)

of

being the registered holder(s) of

shares (note 2) of HK$1.00 each in the capital of TAI

SANG LAND DEVELOPMENT LIMITED (“the Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING

or (note 3)

of

as my/our proxy to attend and vote for me/us at the Annual General Meeting of the Company to be held at Salon 3, Level 3, JW Marriott Hotel Hong Kong, One Pacific Place, 88 Queensway, Hong Kong on Friday, the 21st day of May, 2004 at 2:00 p.m. and at any adjournment thereof as indicated below (note 4) .

				FOR (note 4) AGAINST (note 4)
	1.	To receive and consider the audited Accounts for the year ended 31st December, 2003, the report of the Directors and the report of the Auditors.
	2.	To declare a final dividend for the year ended 31st December, 2003.
	3.	(1)	(a) To re-elect Ms. Ruth Ma Ching Keung as a Director.
			(b) To re-elect Mr. Philip Ma Ching Yeung as a Director.
			(c) To re-elect Mr. Edward Cheung Wing Yui as a Director.
		(2)	To fix the remuneration of the Directors.
	4.	To re-appoint Auditors and to authorise the Directors to fix their remuneration.
	5.	Ordinary Resolution No.5(1) (to approve a general mandate to be given to Directors to repurchase shares) as more fully described in the notice of the Meeting.
	6.	Ordinary Resolution No.5(2) (to approve a general mandate to be given to Directors to issue shares) as more fully described in the notice of the Meeting.
	7.	Ordinary Resolution No.5(3) (to approve an extension of general mandate to be given to Directors to issue shares) as more fully described in the notice of the Meeting.
	8.	Special Resolution No.6 (to approve the amendments of existing articles of association) as more fully described in the notice of the Meeting.

Date:

Shareholder’s Signature (note 5) :

Notes:-

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS

2. Please insert the number of shares of HK$1.00 each in the Company registered in your name(s). If no number is inserted, the proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE MEETING or” and insert the full name and address of the proxy desired in BLOCK CAPITALS.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION, IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation this proxy form must be executed under its common seal or under the hand of an officer or attorney duly authorised.

6. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

7. To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the registered office of the Company at 26th-28th Floors, Tai Sang Commercial Building, 24-34 Hennessy Road, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

8. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish.

10. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.