Central Development Holdings Limited - AGM Information 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Seapower Resources International Limited, you should at once hand this circular and 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

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SEAPOWER RESOURCES INTERNATIONAL LIMITED 凱暉國際實業有限公司 **[*]**

(Incorporated in the Cayman Islands with limited liability)

(Stock Code 269)

PROPOSALS FOR ADOPTION OF THE PROPOSED SHARE OPTION SCHEME TERMINATION OF THE SHARE OPTION SCHEME ADOPTION OF MEMORANDUM AND ARTICLES OF ASSOCIATION GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Seapower Resources International Limited to be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong, on 16 July 2004 at 10:30 a.m. (“AGM”) is set out on pages 31 to 35 of this circular. If you are not able to attend and/or vote at the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to Seapower Resources International Limited’s Hong Kong branch share registrars, Progressive Registration Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

23 June 2004

* For identification purpose only

	Pages
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter From The Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Proposals for Adoption of the Proposed Share Option Scheme
to replace the Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Adoption of new Memorandum and Articles of Association . . . . . . . . . . . . . . . . . .	3
General Mandates to Issue and Repurchase Securities . . . . . . . . . . . . . . . . . . . . . . .	6
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I — Summary of the Principal Terms of
the Proposed Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II — Major Proposed Amendments to
The Memorandum and Articles of Association . . . . . . . . . . . . .	19
Appendix III — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
Appendix IV — Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31

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RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular, the omission of which would make any statement herein misleading.

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LETTER FROM THE BOARD

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SEAPOWER RESOURCES INTERNATIONAL LIMITED 凱暉國際實業有限公司 **[*]**

(Incorporated in the Cayman Islands with limited liability)

Executive Directors:

Mr. Chan Chun Hing, Kenneth (Chief Executive Officer) Mr. U Keng Tin Mr. Tsang Kam Ching, David Mr. Zhao Ming

Registered Office:

The Office of Caledonian Bank and Trust Limited Caledonian House, George Town Grand Cayman, Cayman Islands

Principal Place of Business:

Independent Non-executive Directors:

Mr. Lee Kwan Hung, Eddie Mr. Yau Sui Ki, Christie

Unit 3409, Office Tower Convention Plaza 1 Harbour Road, Wanchai Hong Kong

23 June 2004

To the Shareholders

Dear Sir and Madam,

PROPOSALS FOR ADOPTION OF THE PROPOSED SHARE OPTION SCHEME TERMINATION OF THE SHARE OPTION SCHEME ADOPTION OF MEMORANDUM AND ARTICLES OF ASSOCIATION GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting of Seapower Resources International Limited (the “Company”) to be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong, on 16 July 2004 at 10:30 a.m. (“AGM”) relating to: (a) the proposed adoption of the Proposed Share Option Scheme to replace the share option scheme adopted by the Company on 30 September 1999 (the “Share Option Scheme”); (b) the proposed

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LETTER FROM THE BOARD

adoption of new Memorandum and Articles of Association; (c) the granting to the directors of the Company (the “Directors”) of general mandates for the issue and repurchase of the securities of the Company; (d) re-election of Directors and (e) other ordinary businesses to be considered at the AGM, including, among others, the approval and adoption of the audited financial statements and reports of the directors and auditors for the year ended 31 March 2004, the fixing of directors’ fees, the re-appointment of the incumbent auditors and the authorization to the Directors to fix audit fees.

PROPOSALS FOR ADOPTION OF THE PROPOSED SHARE OPTION SCHEME TO REPLACE THE SHARE OPTION SCHEME

On 30 September 1999, the Company adopted the Share Option Scheme relating to the grant of options to directors and employees of the Company and its subsidiaries (the “Group”) to subscribe for shares of the Company (“Share(s)”). As at the date of this circular, 154,877,213 options have been granted and 154,877,213 options have been lapsed in accordance with the terms of the Share Option Scheme. Afterwards, no further options have been granted up to the date of this circular. As The Stock Exchange of Hong Kong Limited (“Stock Exchange”) has amended Chapter 17 of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) relating to share option schemes, it is proposed to adopt the Proposed Share Option Scheme to replace the Share Option Scheme.

The Board proposes to seek the approval of the shareholders of the Company (“Shareholders”) for the Proposed Share Option Scheme, the provisions of which will comply with the requirements of the Listing Rules. A summary of the principal terms of the Proposed Share Option Scheme is set out in Appendix I to this circular. The Share Option Scheme will be terminated and replaced by the Proposed Share Option Scheme when the Proposed Share Option Scheme shall have been approved and adopted by the Shareholders and shall have become unconditional.

Conditions of the Proposed Share Option Scheme

The adoption of the Proposed Share Option Scheme will be conditional upon:

the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares to be allotted and issued by the Company pursuant to the exercise of any options in accordance with the terms and conditions of the Proposed Share Option Scheme; and
the passing of an ordinary resolution by the Shareholders at the AGM to approve the termination of the Share Option Scheme and the adoption of the Proposed Share Option Scheme.

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LETTER FROM THE BOARD

ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

Until the recent changes to the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (the “Companies Ordinance”), it was necessary for the Company to send to each Shareholder a copy of the completed annual report and accounts (each, a “Long Form Report”). On 4 January, 2002, the Companies (Amendment) Ordinance 2001 which came into force in Hong Kong permits the listed issuer, for the purposes of its general meeting, to offer shareholders a chance to elect to receive, in place of the Long Form Report, summary financial report (“Summary Financial Report”) provided that there is in force a notice of intent sent by such shareholder to the company notifying the company his consent of such arrangement. The Summary Financial Report only gives a summary of the information and particulars contained in the Long Form Report, from which it is derived. The new legislation also allows a company to offer shareholders the opportunity to choose not to receive a printed copy of either the Long Form Report or the Summary Financial Report but the published versions of those documents on the computer network of the company.

Following the aforesaid amendments to the Companies Ordinance, the Stock Exchange has on 17 February, 2002 announced to make certain amendments to the Listing Rules by which the listed issuers are permitted to distribute Summary Financial Report in place of the Long Form Report, provided that it has ascertained the wishes of its shareholders and complies with the relevant legal requirements of its own jurisdiction and provisions of its own memorandum and articles of association. Further, the Stock Exchange has on 5 February 2002 announced to make certain amendments to the Listing Rules by which the listed issuers are permitted to send or otherwise make available corporate communications to shareholders using electronic means with their prior approval if this is allowed under applicable laws and regulations and the listed issuers’ own constitutional documents. Such amendments have come into effect on 15 February 2002. The amendments to the Listing Rules which allowed listed issuers to send corporate communications to shareholders either in the English language only, or the Chinese language only, or in both English and Chinese languages (in accordance with the stated wish of each securities holder) have also come into effect on 15 February 2002. The Company has no present intention to avail itself of the use of electronic means or cease to issue corporate communications in both English and Chinese languages. The Company will make all necessary arrangements in compliance with, among others, Rules 2.07A and 2.07B of the Listing Rules, including the issue of letters to Shareholders obtaining their consent and selection as the arrangement of the means and languages of corporate communications once there is any changes of the present practice of the Company in these regards.

The Securities and Futures (Clearing Houses) Ordinance (“repealed Ordinance”) has been repealed with the coming into effect of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) from 1 April 2003. On commencement of the SFO, a recognized clearing house under the repealed Ordinance, Hong Kong Securities Clearing Company Limited, shall be deemed to have been recognized as a clearing house under the SFO.

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LETTER FROM THE BOARD

Since then, the Stock Exchange has also made a number of amendments to the Listing Rules, including among others, amendments relating to corporate governance issues and continuing listing obligations, most of which have come into effect on 31 March 2004. Such amendments include amendments to Appendix 3 and Appendix 13 to the Listing Rules which set out the requirements that the articles of association or, as the case may be, the bye-law of listed issuers or listing applicants shall comply with.

Listed issuers are given by the Stock Exchange a transitional period of six months from 31 March 2004 to comply with certain of the amendments to the Listing Rules. To ensure compliance with the Appendix 3 and Appendix 13 to the Listing Rules, listed issuers must alter their articles of association or, as the case may be, bye-laws at the earliest opportunity and, in any event, no later that the conclusion of their next annual general meeting after 31 March 2004.

In view of the above, the Company proposes to adopt a new set of Memorandum and Articles of Association in substitution for the existing Memorandum and Articles of Association.

Under the existing Memorandum and Articles of Association, the Company may by special resolution in general meeting at any time alter or amend its Memorandum and Articles of Association in whole or in part. The Directors consider that in view of the number of amendments involved, it is in the interest of the Company and the Shareholders as a whole to have the new Memorandum and Articles of Association adopted in substitution for the existing Memorandum and Articles of Association.

Major amendments to be brought about by the new Memorandum and Articles of Association are highlighted below:

i. The new Memorandum and Articles of Association will adopt a new definition of each of the terms “associate”, “clearing house” and “subsidiaries” as a result of the changes introduced by the Listing Rules and the SFO.
ii. The new Memorandum and Articles of Association will be amended such that, subject to due compliance with all applicable statutes, rules and regulations, the Shareholders are offered the option to:
(a) receive any corporate communication in printed forms and/or by electronic means in any manner pursuant to Article 165;
(b) receive the Summary Financial Report in place of the Long Form Report and such Summary Financial Report would be derived from the Long Form Report pursuant to Article 161;

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LETTER FROM THE BOARD

(c) receive any corporate communication in the English language only or in the Chinese language only or in both the English language and the Chinese language pursuant to Article 165;

and the steps for the Shareholders to inform the Company of any change of their choice which was previously notified to the Company by Shareholders should they wish to do so at any time.

iii. Articles 89, 107(a) and 120 contain amendments relating to the requirements under the new Appendix 3 to the Listing Rules respectively, particulars of which are set out as follows:
(a) Director shall abstain from voting at the board meetings on any matter in which he or any of his associates has a material interest and are not to be counted towards the quorum of the relevant board meetings;
(b) where any Shareholder is, under the Listing Rules, 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 Shareholder in contravention of such requirement or restriction shall not be counted; and
(c) the minimum seven-day period for lodgment by Shareholders of the notice to nominate a Director 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 prior to the date of such meeting.

Copy of the draft new Memorandum and Articles of Association is available for inspection during normal business hours on any business day at the correspondence address of the Company at Room 3203, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong from the date of this circular up to and including the date of the AGM and at the AGM.

Further details about the principal proposed amendments to the existing Articles of Association are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES

At the extraordinary general meeting of the Company held on 14 November 2003, ordinary resolutions were passed for the granting of general mandates to the Directors, inter alia, (a) to allot, issue or otherwise deal with securities of the Company not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company (“Existing Issue Mandate”) and (b) to repurchase securities representing up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue immediately following the passing of the special resolutions approving the restructuring proposal in the extraordinary general meeting on 14 November 2003 (“Existing Repurchase Mandate”).

The Existing Issue Mandate and the Existing Repurchase Mandate will lapse upon the conclusion of the AGM.

At the AGM, separate ordinary resolutions will also be proposed to seek the approval of the Shareholders to grant to the Directors general mandates to:

(a) allot and issue securities of the Company up to maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue;
(b) repurchase securities of the Company up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue; and
(c) extend the general mandate to allot, issue and deal with additional shares by adding to it the number of shares repurchased under the repurchase proposal after granting of the general mandate.

With reference to the proposed new general mandate, the Directors, as at the date hereof, wish to state that they have no immediate plans to issue or repurchase any new securities pursuant to the relevant mandates.

An explanatory statement in relation to the proposed grant of general mandates to issue and repurchase securities of the Company is set out in Appendix III to this circular containing the particulars required by the Listing Rules to enable the Shareholders to make an informed view on whether to vote for or against the resolutions to be proposed at the AGM in relation to the said proposed mandates.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

The Board currently consists of 6 Directors, namely Messrs. Chan Chun Hing, Kenneth, U Keng Tin, Tsang Kam Ching, David, Zhao Ming, Lee Kwan Hung, Eddie and Yau Sui Ki, Christie.

In accordance with Article 99 of the Company’s Articles of Association, any director appointed by the Board of the Company shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, Messrs Tsang Kam Ching, David, Zhao Ming and Lee Kwan Hung, Eddie shall retire at the AGM and, being eligible, offer themselves for re-election. Besides, at each annual general meeting one-third of the Director for the time being, or if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office pursuant to Article 116 of the Company’s Articles of Association. Therefore, Messr. U Keng Tin and Yau Sui Ki, Christie shall retire at the AGM. Mr. U Keng Tin does not offer himself for re-election while Mr. Yau Sui Ki, Christie, being eligible, offers himself for re-election.

Article 120 of the Articles of Association provides that no person, other than a retiring Director, shall, unless recommended by the Directors 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 lodged at the principal place of business of the Company or the Company’s branch share registrar at least seven days before the date of the general meeting.

Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the Company’s Hong Kong branch share registrar at Progressive Registration Limited at G/F., Bank of East Asia, Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong on or before 9 July 2004.

A brief biographical details of the retiring Directors are set out in Appendix IV to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue a supplementary circular to inform Shareholders of the details of the additional candidate proposed.

AGM

Set out on pages 31 to 35 is a notice convening AGM to be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong, on 16 July 2004 at 10:30 a.m. at which resolutions will be proposed to the Shareholders in respect of the ordinary business to be considered at the AGM, being the approval and adoption of the audited financial

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LETTER FROM THE BOARD

statements and reports of the directors and auditors for the year ended 31 March 2004, the reelection of retiring directors, the fixing of directors’ fees, the re-appointment of the incumbent auditors and the authorization to the directors to fix audit fees and the special business of the Company to be considered at the AGM, being adoption of the Proposed Share Option Scheme to replace the Share Option Scheme, the adoption of new Memorandum and Articles of Association and the proposed grant of the general mandates to issue and repurchase securities of the Company.

A form of proxy for use at the AGM is enclosed. If you are not able to attend and/or vote at the AGM in person, you are requested to complete and return the form of proxy to the Company’s Hong Kong branch share registrars, Progressive Registration Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form or proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

Pursuant to the Article 80 of the existing Articles of Association, at any meeting a resolution put to the vote at 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) 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 any 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.

RECOMMENDATION

The Directors believe that the adoption of the Proposed Share Option Scheme to replace the Share Option Scheme, adoption of new Memorandum and Articles of Association, the granting to the Directors of general mandates for the issue and repurchase of the securities of the Company and re-election of Directors, are in the best interest of the Company and Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions at the AGM.

The English text of this circular shall prevail over the Chinese text.

By Order of the Board

SEAPOWER RESOURCES INTERNATIONAL LIMITED Chan Chun Hing, Kenneth

Director

* For identification purpose only

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APPENDIX I SUMMARY OF THE PRINCIPAL TERMS OF THE PROPOSED SHARE OPTION SCHEME

The following is a summary of the principal terms of the rules of the Proposed Share Option Scheme proposed to be adopted at the Annual General Meeting in replacement of the Share Option Scheme.

(1) PURPOSE

The purpose of the Proposed Share Option Scheme is for the Company to provide the Company with a flexible means of giving incentive to, rewarding, remunerating, compensating and/or providing benefits to the persons invited by the Directors and for such other purpose as the Board may approve from time to time.

(2) CONDITIONS

The Proposed Share Option Scheme is conditional upon (i) the approval of the Shareholders for the termination of the Share Option Scheme and adoption of the Proposed Share Option Scheme; and (ii) and the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares to be allotted and issued by the Company pursuant to the exercise of options in accordance with the terms and conditions of the Proposed Share Option Scheme.

(3) WHO MAY JOIN

The Directors may, invite any employee or director of any member of the Group, or any employee, partner or director of any business consultant, joint venture partner, financial adviser and legal adviser of and to any member of the Group, as absolutely determined by the Board, to take up options to subscribe for Shares at a price calculated in accordance with paragraph (7) below.

In determining the basis of eligibility of each participant, the Directors would mainly take into account of the experience of the participant on the Group’s business, the length of service of the participant with the Group (if the participant is an employee or a director of any member of the Group), the length of business relationship the participant has established with the Group (if the participant is an employee, a partner or a director of any business consultant, joint venture partner, financial adviser and legal adviser of and to any member of the Group), the amount of support, assistance, guidance, advice, efforts and contributions the participant has exerted and given towards the success of the Group and/or the amount of potential support, assistance, guidance, advice, efforts and contributions the participant is likely to be able to give or make towards the success of the Group in the future.

An option to subscribe Shares may be accepted by a participant within 28 days from the date of the offer of grant of the option and HK$1.00 is payable by the participant to the Company on acceptance of the option offer.

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SUMMARY OF THE PRINCIPAL TERMS OF THE PROPOSED SHARE OPTION SCHEME

APPENDIX I

(4) DURATION AND TERMINATION OF THE PROPOSED SHARE OPTION SCHEME

Unless the Proposed Share Option Scheme is early terminated by resolution of the Shareholders in general meeting or by the Board, the Proposed Share Option Scheme shall remain in force for a period of 10 years commencing on its adoption date, being the date of passing of relevant resolution, after which period no further options will be issued but in all other respects the provisions of the Proposed Share Option Scheme shall remain in full force and effect and options which are granted during the life of the Proposed Share Option Scheme may continue to be exercisable in accordance with their terms of issue.

(5) GRANT OF OPTIONS

Subject to the terms of the Proposed Share Option Scheme, the Board shall be entitled at any time during the lifetime of the Proposed Share Option Scheme to make an offer to any participant as the Board may in its absolute discretion select to subscribe for such number of Shares as the Board may determine at the subscription price calculated in accordance with paragraph (7) below. Subject to the provisions of the Proposed Share Option Scheme and the Listing Rules, the Board may, when making an offer, impose any conditions, restrictions or limitations in relation thereto as it may at its absolute discretion think fit.

(6) RESTRICTION ON GRANT OF OPTION

No offer for grant of options shall be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision, until such price sensitive information has been published in the newspapers. In particular, during the period commencing one month immediately preceding the earlier of (i) the date of the meeting of the Board (as such date is first notified by the Company to the Stock Exchange in accordance with its listing agreement) for the approval of the Company’s interim or annual result; and (ii) the deadline for the Company to publish its interim or annual results announcement under its listing agreement, and ending on the date of the results announcement, no option may be granted.

(7) SUBSCRIPTION PRICE OF SHARES

The subscription price for Shares under the Proposed Share Option Scheme shall be a price determined by the Board and notified to each grantee and will be at least the highest of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant of an option, which must be a Business Day; (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding the date of grant of an option; and (iii) the nominal value of a Share.

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SUMMARY OF THE PRINCIPAL TERMS OF THE PROPOSED SHARE OPTION SCHEME

APPENDIX I

(8) EXERCISE OF OPTIONS

An option is personal to the grantee and may not be transferred or assigned. An option may be exercised in accordance with the terms of the Proposed Share Option Scheme at any time during a period of not more than 10 years to be notified by the Board to each grantee which period of time shall commence on the date of grant of the option and expire on the last day of such period as determined by the Board.

(9) MINIMUM HOLDING PERIOD AND PERFORMANCE TARGET

Generally, there is no minimum period for which an option must be held nor is here any performance target that must be achieved before an option can be exercised. However, the Directors may in the offer letter to be given by the Board to any particular participant under the Proposed Share Option Scheme stipulate that the options to be granted to this participant would be subject to such minimum holding period and/or this participant may have to achieve such performance target as may be stipulated in the offer letter before his options can be exercised.

(10) RIGHTS ON CEASE OF EMPLOYMENT, DIRECTORSHIP, OFFICE OR APPOINTMENT

In the event of the grantee ceases to be a participant for any reason other than on his death or the termination of his employment, directorship, office or appointment on certain ground(s), the grantee may exercise the option up to his entitlement at the date of cessation (to the extent he is entitled to exercise at the date of cessation but not already exercised) within the period of three months following the date of such cessation, which date shall be the last actual working day with the relevant member(s) of the Group whether salary is paid in lieu of notice or not the last date of office or appointment as partner or director of any business consultant, joint venture partner, financial/legal adviser to the relevant member(s) of the Group, as the case may be, or such longer period as the Board may determine, failing which the option will lapse.

(11) RIGHTS ON DEATH

If a grantee of an option dies before exercising the option in full and none of certain events which would be a ground for termination of his employment, directorship, office or appointment arises, the personal representative(s) of the deceased grantee may exercise the option up to the entitlement of such grantee at the date of this death (to the extent but not already exercised) within a period of 6 months or such longer period as the Board may determine from the date of death, failing which the option will lapse.

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SUMMARY OF THE PRINCIPAL TERMS OF THE PROPOSED SHARE OPTION SCHEME

APPENDIX I

(12) RIGHTS ON A GENERAL OFFER

If a general offer (including any take-over) is made to all the holders of Shares (or all such holders other than offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) with the terms of the offer having been approved in accordance with applicable laws and regulatory requirements becoming or are declared unconditional, the grantee (or the personal representative(s) of the deceased grantee) may by notice in writing to the Company exercise the option (to the extent which has become exercisable on the date of such notice and not already exercised) to its full extent or to the extent specified in such notice at any time within 21 days after the date on which offer becomes or is declared unconditional.

(13) RIGHTS ON A COMPROMISE OR ARRANGEMENT

If a compromise or arrangement between the Company and its Shareholders or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice thereof to the grantee on the same date as it despatches the notice which is sent to each Shareholder or creditor of the Company summoning the meeting to consider such a compromise or arrangement, and thereupon the grantee (or the personal representative(s) of the deceased grantee) may forthwith and until the expiry of the period commencing with such date and ending with the earlier of two months thereafter and the date on which such compromise or arrangement is sanctioned by the court exercise any of his options whether in full or in part, but the exercise of an option as aforesaid shall be conditional upon such compromise or arrangement being sanctioned by the court and becoming effective. Upon such compromise or arrangement becoming effective, all options shall lapse except insofar as previously exercised under the Proposed Share Option Scheme. The Company may require the grantee (or the personal representative(s) of the deceased grantee) to transfer or otherwise deal with the Shares issued as a result of the exercise of options in these circumstances so as to place the grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement.

(14) RIGHTS ON VOLUNTARY WINDING UP OF THE COMPANY

If a notice is given by the Company to its Shareholders to convene a Shareholders’ meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, other than for the purpose of a reconstruction, amalgamation or scheme of arrangement, the Company shall on the same date as or soon after it despatches such notice to convene the Shareholders’ meeting, give notice thereof to all grantees and thereupon, each grantee (or the legal personal representative(s) of the deceased grantee) may by notice in writing to the Company (such notice shall be

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SUMMARY OF THE PRINCIPAL TERMS OF THE PROPOSED SHARE OPTION SCHEME

APPENDIX I

received by the Company not later than 2 business days prior to the proposed general meeting) exercise the option (to the extent which has become exercisable and not already exercised) either to its full extent or to the extent specified in such notice, such notice to be accompanied by a payment for the full amount of the aggregate subscription price for the Shares in respect of which the notice is given, whereupon the Company shall as soon as possible and, in any event, no later than the business day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the grantee credited as fully paid.

(15) MAXIMUM NUMBER OF SHARES

i. As at 18 June 2004, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular, (the “Latest Practicable Date”), the issued share capital of the Company is 4,788,822,570 shares of HK$0.01 each. The total number of Shares which may be issued upon exercise of all options to be granted under the Proposed Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 478,882,257 shares, being 10% of the total number of Shares in issue as at the proposed date of approval of the Proposed Share Option Scheme, unless the Company obtains an approval from its Shareholders pursuant to subparagraph (ii) below. Options lapsed in accordance with the terms of the Proposed Share Option Scheme will not be counted for the purpose of calculating such 10% limit.
ii. The Company may seek approval by its Shareholders in general meeting for refreshing the 10% limit set out in sub-paragraph (i) above under the Proposed Share Option Scheme such that the total number of Shares which may be issued upon exercise of all options to be granted under the Proposed Share Option Scheme and any other share option schemes of the Company under the limit as refreshed must not exceed 10% of the total number of Shares in issue as at the date of approval to refresh such limit. Options previously granted under the Proposed Share Option Scheme (including those outstanding, cancelled, lapsed in accordance with the Proposed Share Option Scheme or exercised options) will not be counted for the purpose of the calculating the limit as refreshed.
iii. The Company may seek separate approval by its Shareholders in general meeting for granting options beyond the 10% limit provided the options in excess of the limit are granted only to participants specially identified by the Company before such approval is sought.

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SUMMARY OF THE PRINCIPAL TERMS OF THE PROPOSED SHARE OPTION SCHEME

APPENDIX I

Notwithstanding the above, the limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Proposed Share Option Scheme and any other share options scheme of the Company must not exceed 30% of the Shares in issue from time to time. No options may be granted under the Proposed Share Option Scheme and any other share option scheme of the Company if this will result in the limit being exceeded.

(16) MAXIMUM ENTITLEMENT TO EACH PARTICIPANT

The total number of Shares issued and to be issued upon exercise of the options granted under the Proposed Share Option Scheme and any other share option scheme of the Company to each participant (including both exercised, cancelled and outstanding options) in any 12-month period shall not exceed 1% of the total number of Shares in issue (the “Individual Limit”). Any further grant of options in excess of the Individual Limit in any 12-month period up to and including the date of such further grant must be subject to the issue of a circular to the Shareholders pursuant to Rule 17.03(4) of the Listing Rules and the Shareholders’ approval in general meeting with such participant and his associates (as defined in the Listing Rules) abstaining from voting. The number of Shares subject to the options to be granted and the terms of the options to be granted to such participant shall be fixed before Shareholders’ approval and the date of Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price.

(17) GRANT OF OPTIONS TO CONNECTED PERSONS OF THE COMPANY

i. Any grant of options to a participant who is a connected person (as defined in the Listing Rules), such as director, chief executive or substantial shareholder of the Company or their respective associates (as defined in the Listing Rules), must be approved by the independent non-executive Directors (excluding independent nonexecutive Director who is the grantee).
ii. Where the Board proposes to grant any option to a participant who is a substantial Shareholder (as defined in the Listing Rules) or an independent non-executive Director, or any of their respective associates (as defined in the Listing Rules), would result in the Shares issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to him in the 12-month period up to and including the date of such grant:
representing in aggregate more than 0.1% of the total number of Shares in issue; and
having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5,000,000,

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SUMMARY OF THE PRINCIPAL TERMS OF THE PROPOSED SHARE OPTION SCHEME

APPENDIX I

such proposed grant of options must be approved by the Shareholders in general meeting with all connected persons of the Company abstain from voting (except where any connected person may vote against the relevant resolution). In such a case, the Company shall send a circular to its Shareholders containing all those terms as required under the Listing Rules. Any vote taken at the meeting to approve the grant of such options must be taken on a poll.

(18) LAPSE OF AN OPTION

An option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:

i. the expiry of the option period;
ii. the expiry of the periods referred to in paragraph (10), (11) or (12) above;
iii. subject to the scheme of arrangement for reconstruction or amalgamation becoming effective, the expiry of the period referred to in paragraph (13) above;
iv. the date on which the grantee ceases to be a participant by reason of the termination of his employment, directorship, office or appointment on grounds including, but not limited to, misconduct, bankruptcy, insolvency and conviction of certain criminal offence;
v. the date of commencement of the winding-up of the Company;
vi. the date on which the grantee sells, transfers, charges mortgages, encumbers or creates any interest in favour of any third party over or in relation to any option (or enters into any agreement so to do) in breach of the Proposed Share Option Scheme; or
vii. the date on which the Option is cancelled by the Board as provided in paragraph (21) below.

(19) RANKING OF SHARES

The Shares to be allotted and issued upon the exercise of an option will be subject to the articles of association of the Company for the time being in-force and will rank pari passu in all respects with the fully paid Shares in issue on the date of their allotment and issue, and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of allotment and issue other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefore shall be before the date of allotment and issue.

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SUMMARY OF THE PRINCIPAL TERMS OF THE PROPOSED SHARE OPTION SCHEME

APPENDIX I

Unless the context otherwise requires, references to “Shares” in the Proposed Share Option Scheme include references to shares in the Company of any such nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time.

(20) REORGANISATION OF CAPITAL STRUCTURE OF THE COMPANY

In the event of an alteration in the capital structure of the Company whilst any option remains exercisable, whether by way of a capitalization issue, rights issue, sub-division or consolidation of Shares or reduction of capital, such corresponding alterations (if any) shall be made to:

i. the number of Shares subject to the option so far as unexercised; and/or
ii. the subscription price;
iii. the method of exercise of option (if applicable),

as an independent financial adviser or the auditors of the Company shall at the request of the Board, certify in writing (other than any such adjustments made on a capitalization issue), either generally or as regards any particular grantee, to be in their opinion fair and reasonable and that such alterations shall give a grantee the same proportion of the issued share capital of the Company as that to which he or she is previously entitled, but so that no such alterations shall be made the effect of which would be to enable a Shares to be issued at less than its nominal value. The capacity of an independent financial adviser or the auditors in this paragraph is that of experts and their certification shall be final and binding on the Company and the grantees.

(21) CANCELLATION OF OPTIONS GRANTED

The Board may at any time at its absolute discretion cancel any option granted but not exercised. Where the Company cancels options and makes an offer of grant of new options to the same option holder, the offer of such new options may only be made, under the Proposed Share Option Scheme with available options (to the extent not yet granted and excluding the cancelled options) within the limit approved by the Shareholders pursuant to the Proposed Share Option Scheme as mentioned in paragraph (15) above.

(22) ALTERATION OF THE PROPOSED SHARE OPTION SCHEME

The provisions of the Proposed Share Option Scheme may be altered in any respect by resolution of the Board except that the definitions of “Grantee”, “Option Period”,

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SUMMARY OF THE PRINCIPAL TERMS OF THE PROPOSED SHARE OPTION SCHEME

APPENDIX I

“Participant” in sub-paragraph 1.1 thereof the provisions of sub-paragraphs 4.1, 5.1, 5.2, 5.3, paragraphs 6, 7, 8, 9, 10, 11 and 14 thereof and all such other matters set out in Rule 17.03 of the Listing Rules cannot be altered to the advantage of the participants without the prior approval of the Shareholders in general meeting.

Any alteration to the terms and conditions of the Proposed Share Option Scheme which are of a material nature or any change to the terms of options granted must be approved by the Shareholders in general meeting except where the alterations take effect automatically under the existing terms of the Proposed Share Option Scheme.

The amended terms of the Proposed Share Option Scheme or the options must still comply with the relevant requirements of Chapter 17 of the Listing Rules.

Any change to the authority of the Directors or scheme administrators in relation to any alteration to the terms of the Proposed Share Option Scheme must be approved by the Shareholders in general meeting.

(23) EXPLANATION OF THE TERMS

The Directors consider that in order to encourage the participants to perform and contribute their best in achieving the goals of the Group and at the same time allow the participants to enjoy the results of the Company attained through their efforts and contributions, it is important that the Group should continue to provide such participants with an additional incentive by offering them an opportunity to obtain an ownership interest in the Company and to reward them for contributing to the long term success of the business of the Group. By offering options to the participants in such flexible terms under the Proposed Share Option Scheme, in particular, the subscription price of the options will be determined on a fair basis, such participants may exercise their options at anytime within the option period to acquire a monetary gain or ownership interest in the Company which may in turn provide a further incentive to the participants to better serve the Company. Further, by allowing the Company to grant options under the Proposed Share Option Scheme imposing such minimum holding period and/or requiring the participant to achieve such performance target as may be stipulated in the offer letter before his or her options can be exercised, the Company may be in a better position to retain such participants to continue serving the Group whilst at the same time providing these participants further incentive in achieving the goals of the Group.

Accordingly, the Directors propose to recommend to the Shareholders at the Annual General Meeting to approve the adoption of the Proposed Share Option Scheme and simultaneously terminate the Share Option Scheme.

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SUMMARY OF THE PRINCIPAL TERMS OF THE PROPOSED SHARE OPTION SCHEME

APPENDIX I

(24) VALUE OF THE OPTION GRANTED

Since the Proposed Share Option Scheme is yet to be approved by the Shareholders, the Board has not yet determined the time frame on the granting of the options thereunder and the number of Shares for which any grantee may subscribe upon exercise of an option. Accordingly, the Board considers that it is premature and inappropriate to state the value of the options for the time being in this circular.

(25) MISCELLANEOUS

The Company confirms that none of the Directors will be trustees of the Proposed Share Options Scheme and accordingly, none of the Directors will have any direct or indirect interest in such trustees.

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MAJOR PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

As a result of recent amendments to the securities laws of Hong Kong and companies laws of the Cayman Islands, amendments will need to be made to the new Memorandum and Articles of Association (with amendments adopted by resolutions up to 26 September 1996 (“Existing M & A”)) in order to ensure compliance with the Listing Rules the Securities and Futures Ordinance (“SFO”) and other applicable laws of the Cayman Islands. As such amendments are substantial, it is proposed that a new set of Memorandum and Articles of Association (the “New Memorandum and Articles of Association”) which complies with all current applicable laws be adopted instead of amending the Existing M & A on a piecemeal basis which may lead to confusion and complication in the future.

The main amendments to the Existing M & A which will be included in the New Memorandum and Articles of Association are as follows:

As a result of amendments to Appendix 3 to the Listing Rules regarding corporate governance requirements to Main Board listed companies’ articles which have come into effect on 31 March 2004:
i. where the Company has knowledge that any member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted;
ii. to propose that no person other than a Director retiring at an annual general meeting shall, unless recommended by the Directors for election, be eligible as a Director at any general meeting unless a notice signed by a member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such notice(s) are given, shall be at least seven (7) days and that period for lodgment of such Notice(s) 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 (7) days prior to the date of such general meeting;

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MAJOR PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

iii. a Director or his associate(s) shall not vote (nor be counted in the quorum) on any resolution of the Board in respect of any contract or arrangement in which the Director or his associate(s) is to the knowledge of the Director or his associate(s) materially interested, but prohibition of the Director or his associate(s) shall not apply to any of the following matters:—
(a) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;
(b) any contract or arrangement for the giving 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 whether alone or jointly under a guarantee or indemnity or by the giving of security;
(c) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(d) 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;
(e) 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 respective interest in shares or debentures or other securities of the Company and/or his/their being the offeror or one of the offerors or is interested in one of the offerors for the purchase or effective acquisition of such shares, debentures or other securities;
(f) any contract or arrangement 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 a shareholder other than a company in which the Director and/or his associate(s) is/are beneficially interested in five (5) per cent or more of the issued shares or of the voting rights of any class of shares of such company (or any third company through which his interest or that of any of his associates is derived);

— 20 —

MAJOR PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(g) any proposal concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to directors, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded to the employees to which such scheme or fund relates;
(h) Any proposal concerning the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme involving the issue or grant of options over shares or other securities by the Company to, or for the benefit of the employees of the Company or its subsidiaries under which the Director or his associate(s) may benefit; or
(i) Any contract, transaction or proposal concerning the purchase and/or maintenance of any insurance policy for the benefit of any Director, his associate(s), officer or employee pursuant to these Articles.

A company shall be deemed to be a company in which a Director and/or his associate(s) in aggregate owns five (5) per cent. or more of any class of the voting equity share capital of such company or of the voting rights of any class of shares of such company if and so long as (but only if and so long as) he and/or his associates, (either directly or indirectly) are the holders of or beneficially interested in five (5) per cent. or more of any class of the issued voting equity share capital of such company or of the voting rights of any class of shares of the company available to members of such company (or of any third company, other than the Company or any of its subsidiaries, through which his interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which 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 shares which carry no voting right at general meetings and no or nugatory dividend and return of capital rights.

If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director or any of his associates (other than the chairman of the meeting) 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

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MAJOR PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

  - 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 concerned or his associates 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 and any Director who has been determined to have a material interest, as aforesaid, shall not be counted in the quorum and shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman or his associates as known to such chairman has not been fairly disclosed to the Board.

As a result of the amendments to the Listing Rules which came into effect on 15 February, 2002 pursuant to which Main Board listed companies are (i) permitted to send or otherwise make available corporate communication to members by electronic means; (ii) allowed to send corporate communications to members either in the English language only, or the Chinese language only, or both the English and Chinese language only, both the English and Chinese language in accordance with the wishes of their members and subject always to the Listing Rules and all applicable laws:
i. Any notice of document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange ), whether or not, to be given or issued under these memorandum and articles of association from the Company to a Member shall be in writing and may be served or delivered by the Company on or to any member either personally or by sending it through the post in a pre-paid letter addressed to such member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the member or by publishing the same as a paid advertisement in appointed newspapers or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange . Any service of such notice or document by placing on the Company’s website shall be accompanied by a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the member by any of the means set out above. 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 and notice so given shall be deemed a sufficient service on or delivery to all the joint holders;

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MAJOR PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

ii. Any notice or document served by advertisement in newspapers shall be deemed to have been served on the day on which the notice or document is first published. Any notice or document sent by electronic communication shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website or the website of the Designated Stock Exchange, is deemed given by the Company to a member on the day following that on which a notice of availability is deemed served on the member; and
iii. Notices or documents may be given to a member either in English or Chinese.
As a result of the amendments to the Listing Rules which came into effect on 15 February, 2002 pursuant to which Main Board listed companies are permitted to send and distribute summary financial reports in place of the long form report:
i. The Company may now send a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.
ii. The requirement to send to a person referred to in Memorandum and Articles of Associates 161(b) the documents referred to in that provision or a summary financial report in accordance with Memorandum and Articles of Associates 161(c) shall be deemed satisfied where, in accordance with all applicable laws, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Memorandum and Articles of Associates 161(b) and, if applicable, a summary financial report complying with Memorandum and Articles of Associates 161(c), on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.
As a result of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) which came into effect on 1 April 2003, the Securities and Futures (Clearing House) Ordinance (the “repealed Ordinance”) has been repealed. On commencement of the SFO, a recognized clearing house under the repealed Ordinance,

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MAJOR PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Hong Kong Securities Clearing Company Limited, shall be deemed to have been recognized as a clearing house under the SFO:

i. Inserting the definition of “clearing house” in the New Memorandum and Articles of Association, “clearing house” shall mean a clearing house recognized by the laws of the jurisdiction in which the shares of the Company are listed or quoted on the Designated Stock Exchange in such jurisdiction;
ii. Where a member is a clearing house (or its nominee), it may, by resolution of its directors or other governing body or by power of attorney, authorize such person or persons as it thinks fit to act as its representative or representative at any general meeting of the Company or at any meeting of any class of members provided that, if more than one person is so authorized, the authorization shall specify the number and class of shares in respect of which each such person is so authorized. A person so authorized shall be entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual member of the Company holding the number and class of shares specified in such authorization including the right to vote individually on a show of hands notwithstanding the provisions of Articles 85 and 96.
Any members holding five (5) per cent of the paid-up capital of the Company may submit a requisition to a Director of the Company for convening an extraordinary general meeting of the Company within twenty-one days from the date of deposit of the requisition.

— 24 —

EXPLANATORY STATEMENT

APPENDIX III

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the shareholders to make an informed view on whether to vote for or against the resolutions to be proposed at the AGM on relation to the proposed repurchase mandates.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$47,888,225.70 comprising 4,788,822,570 shares of HK$0.01 each in the share capital of the Company.

Subject to the passing of the ordinary resolution and on the basis that no further shares and issued or repurchased prior to the AGM, the Company would be allowed under the repurchase proposal to repurchase a maximum of 478,882,257 shares representing not more than 10% of the issued share capital of the Company as at the Latest Practicable Date.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to purchase its securities on the Stock Exchange. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and/or its earnings per share and will only be made when the Directors believe that such purchases will benefit the Company and Shareholders as a whole.

3. FUNDING OF REPURCHASES

Repurchase made pursuant to the proposed mandate to repurchase securities would be funded out funds legally available for such purpose in accordance with its memorandum of association and articles of association and all applicable laws.

The Directors have no present intention to repurchase any securities of the Company and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and in circumstances where they consider that the securities can be repurchased on terms favourable to the Company.

The Directors do not propose to exercise the mandate to repurchase securities to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company as compared with the position disclosed in the latest published audited financial statements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

— 25 —

EXPLANATORY STATEMENT

APPENDIX III

4. INTENTION OF DEALINGS

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their associates currently intends to sell securities to the Company or its subsidiaries under the general mandate to repurchase securities in the event that it is granted by the Shareholders at the AGM.

No connected persons of the Company, as defined in the Listing Rules, has notified the Company that he has a present intention to sell securities to the Company, or has undertaken not to do so in the event that the Company is authorized to make purchases of the securities in the event that the general mandate to repurchase securities is granted by the Shareholders at the AGM.

5. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the last twelve months:


	Highest	Lowest
	HK$	HK$
2003
June	N/A	N/A
July	N/A	N/A
August	N/A	N/A
September	N/A	N/A
October	N/A	N/A
November	N/A	N/A
December	0.090	0.016
2004
January	0.064	0.030
February	0.098	0.050
March	0.086	0.066
April	0.097	0.071
May	0.096	0.080

6. SECURITIES REPURCHASED

In the six months preceding the Latest Practicable Date, the Company has not repurchased any securities on the Stock Exchange or otherwise.

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EXPLANATORY STATEMENT

APPENDIX III

7. UNDERTAKING OF DIRECTORS

The Directors have undertaken to the Stock Exchange that they will exercise the proposed repurchase mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

8. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of securities pursuant to the proposed repurchase mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Rule 32 of the Hong Kong Codes on Takeovers and Mergers (“Takeovers Codes”) and Rule 6 of the Hong Kong Code on Share Repurchase. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory general offer in accordance with Rules 26 or the Takeovers Codes.

As at the Latest Practicable Date, the interest of the substantial shareholders of the Company are set out as follows:

		Approximate
		percentage of
Name of substantial shareholders	No. of shares	shareholding
Many Returns Limited_(Note a)_	2,045,000,000	42.70
Ocean Gain Limited_(Note b)_	1,033,000,000	21.57
Chan Chun Hing, Kenneth_(Note a)_	2,045,000,000	42.70

Notes:

(a) Many Returns Limited which is wholly owned by Mr. Chan Chun Hing Kenneth, an executive director of the Company, directly interests in 2,045,000,000 Shares which constituted approximately 42.70% in the issued share capital of the Company.
(b) Ocean Gain Limited which is wholly owned by Mr. Fung Tsun Pong, directly interests in 1,033,000,000 Shares which constituted approximately 21.57% in the issued share capital of the Company.

Should the proposed share repurchase mandate be exercised in full, which is considered to be unlikely in the current circumstances, Many Returns Limited and Mr. Chan Chung Hing, Kenneth would (assuming that there is no change in the relevant facts and circumstances) hold in aggregate approximately 47.75% of the voting rights attaching to the then issued share capital of the Company and such increase would give rise to an obligation to make a mandatory offer under Rules of 26 of the Takeovers Code in this

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EXPLANATORY STATEMENT

APPENDIX III

respect. However, the Directors have no intention to exercise the proposed repurchase mandate to such an extent that will result in (i) the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%; and (ii) a requirement of any of Many Returns Limited or Mr. Chan Chun Hing, Kenneth to make a mandatory offer under the Takeovers Code.

Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchase pursuant to the proposed share repurchase mandate.

— 28 —

RE-ELECTION OF DIRECTORS

APPENDIX IV

The following are the particulars of Directors proposed to be elected at the Annual General Meeting in accordance with the Articles of Association.

Mr. Tsang Kam Ching, David , aged 47, joined the Company as an executive director on 17 February 2004. Mr. Tsang has extensive financial management experience over the past 20 years which covers merchant banking, stock broking and corporate finance business. He is currently a responsible officer registered under the Securities and Futures Ordinance for type 6 (corporate finance) activity and is a director of Hooray Capital Limited. Mr. Tsang is also a fellow member of the Chartered Association of Certified Accountants in the United Kingdom and a member of the Hong Kong Society of Accountants. Mr. Tsang has entered into service contract with the Company and he did not receive any remuneration or other relevant benefits in respect of his position as executive director of the Company pursuant to the service contract for the financial year ended 31 March 2004. His remuneration will be determined by the Board according to his contribution to the Group at a later stage. The service contract does not specify the length of services of Mr. Tsang, therefore, Mr. Tsang will retire and offer himself for re-election at the annual general meeting in accordance with the Articles of Association of the Company. Mr. Tsang does not have any interest in shares within the meaning of Part XV of the SFO nor has any relationship with any Directors, senior management, substantial or controlling shareholders of the Company.

Mr. Zhao Ming , aged 55, joined the Company as an executive director on 17 February 2004. Mr. Zhao graduated from Beijing Normal University and held a Doctor Degree of Economic. He had been the Vice Chairman of 包頭市土地復墾總公司 , Vice Chairman of 內蒙口岸房地產開發總公司 and Chairman of 包頭市口岸房地產開發集團. Mr. Zhao has over 20 years of experience in corporate management. Mr. Zhao has entered service contract with the Company and he did not receive to any remuneration or other relevant benefits in respect of his position as executive director of the Company pursuant to the service contract for the financial year ended 31 March 2004. His remuneration will be determined by the Board according to his contribution to the Group at a later stage. The service contract does not specify the length of services of Mr. Zhao, therefore, Mr. Zho will retire and offer himself for re-election at the annual general meeting in accordance with the Articles of Association of the Company. Mr. Zhao does not have any interest in shares within the meaning of Part XV of the SFO nor has any relationship with any Directors, senior management, substantial or controlling shareholders of the Company.

Mr. Lee Kwan Hung, Eddie , aged 38, joined the Company as an independent non-executive director on 17 December 2003. Mr Lee graduated from the University of Hong Kong in 1988 and obtained a Postgraduate Certificate in Laws in 1989. He was qualified as a solicitor in Hong Kong in 1991 and in England and Wales in 1997. He was a senior manager of The Stock Exchange of Hong Kong Limited and is a partner of Messrs Woo, Kwan, Lee & Lo. Mr Lee is also a non-executive director of Mirabell International Holdings Limited. Mr. Lee has acted as independent non-executive director of New Universe International Group Limited and resigned on 26 March 2002. By an appointment letter from the Company to Mr. Lee, Mr. Lee is entitled to an annual director fee of HK$240,000 payable on a monthly basis. The appointment

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RE-ELECTION OF DIRECTORS

APPENDIX IV

letter does not specify the length of services of Mr. Lee. Mr. Lee will retire and offer himself for re-election at the annual general meeting in accordance with the Articles of Association of the Company. Mr. Lee does not have any interest in shares within the meaning of Part XV of the SFO nor has any relationship with any Directors, senior management, substantial or controlling shareholders of the Company.

Mr. Yau Sui Ki, Christie, aged 31, has been appointed as an independent non-executive director of the Company since 6 December 2003. Mr. Yau is an experienced project manager and building surveyor. He was graduated from the City University of Hong Kong with a degree in building surveying. He has 6 years of experience in project management in Jones Lang LaSalle Ltd until July 2002 and is currently a director of Luyisi International Company Ltd which is engaged in trading of building materials. By an appointment letter from the Company to Mr. Yau, Mr Yau is entitled to an annual director fee of HK$216,000 payable on monthly basis. The appointment letter does not specify the length of services of Mr. Yau, therefore, Mr. Yau will retire and offer himself for re-election at the annual general meeting in accordance with the Articles of Association of the Company. Mr. Yau does not have any interest in shares within the meaning of Part XV of the SFO nor has any relationship with any Directors, senior management, substantial or controlling shareholders of the Company.

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NOTICE OF THE AGM

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SEAPOWER RESOURCES INTERNATIONAL LIMITED 凱暉國際實業有限公司 **[*]**

(Incorporated in the Cayman Islands with limited liability)

NOTICE IS HEREBY GIVEN that an annual general meeting of Seapower Resources International Limited (“the Company”) will be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong, on 16 July 2004 at 10:30 a.m. for the purpose of considering and, if thought fit, as ordinary businesses, passing following resolutions:

To receive and consider the audited financial statements and the reports of directors and of the auditors for the year ended 31 March 2004.
To re-elect the retiring directors, namely Messrs. Tsang Kam Ching, David, Zhao Ming, Lee Kwan Hung, Eddie and Yau Sui Ki, Christie.
To authorise the board of directors of the Company (“Board”) to fix directors’ remuneration.
To re-appoint the retiring auditors for the ensuing year and to authorize the Board to fix their audit fee;

and further, considering and, if thought fit, as special businesses, passing the following resolutions:

SPECIAL RESOLUTION

“ THAT the new Memorandum and new Articles of Association in form attached hereto and, for the purposes of identification, marked “A” and signed by the chairman, be approved and adopted in substitution for and to the exclusion of the existing Memorandum and Articles of Association of the Company and that the directors of the Company be and are hereby authorized to do all such acts, deeds and things as they will, in their absolute discretion, deem fit, in order to effect the foregoing.”

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NOTICE OF THE AGM

ORDINARY RESOLUTIONS

“ THAT conditional on (a) the Shareholders of the Company approving the Proposed Share Option Scheme of the Company in the form produced before this meeting and for the purpose of identification marked “B” and signed by the chairman of the meeting (“the Proposed Share Option Scheme”) and (b) the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of and permission to deal in the shares to be issued pursuant to the exercise of any options granted under the Proposed Share Option Scheme representing 10% of the issued share capital of the Company as at the date of the annual general meeting, the Share Option Scheme of the Company adopted on 30 September 1999 be and is hereby terminated and the Proposed Share Option Scheme be and is hereby approved and adopted and that the directors of the Company (“Directors”) be and are hereby authorized to grant options and to allot and issue shares pursuant to exercise of any options granted under the Proposed Share Option Scheme.”
“ THAT , with effect from the date on which this resolution is passed:
(a) subject to paragraph (c) below, the exercise by the “Directors” during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the Directors be and are hereby authorized during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period (as hereinafter defined);
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an opinion or otherwise) by the Directors pursuant to the approval in paragraph (a) and (b), otherwise than pursuant to (i) a Right Issue (as defined in paragraph (d) below), (ii) an issue of shares upon the exercise of subscription or conversion rights attached to any warrants or securities which are convertible into the shares of the Company or any options granted under a share option scheme or similar arrangement of the Company for the time being adopted for the issue or grant of shares or rights to acquire shares of the Company to the directors issued by the Company, or (iii) the issue of shares in lieu of the whole or part of a dividend on shares or any script dividend scheme or similar arrangement in accordance with the Memorandum and Articles of Association of the Company, shall not exceed the aggregate of

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NOTICE OF THE AGM

twenty per cent (20%) of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and conditional upon the ordinary resolution numbered 7 (“Ordinary Resolution 7”) in this notice of the annual general meeting of the Company dated 23 June 2004 being passed, (i) the nominal amount of shares repurchased by the Company during the Relevant Period up to a maximum number equivalent to ten per cent (10%) of the aggregate nominal amount of the issued share capital of the Company as at the date of this resolution and the said approval be limited accordingly; and

(d) for the purpose of this resolution:

“Relevant Period” means the period from the time of the passing of this resolution until whichever is the earliest 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 Articles of Association of the Company or any law applicable to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to the holders of shares on the register of shareholders on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion 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 recognized regulatory body or any stock exchange).”

“ THAT , with effect from the date on which this resolution is passed:
(a) subject to paragraph (c) below, and provided that the exercise by the Directors of all the powers of the Company to purchase such securities are subject to and in accordance with all applicable laws, the exercise by the directors (the “Directors”) of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to purchase securities in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, be and is hereby, generally and unconditionally approved;

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NOTICE OF THE AGM

(b) subject to all applicable laws, the approval in paragraph (a) above shall authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its securities at a price determined by the Directors;
(c) the aggregate nominal amount of shares capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of this resolution and the said approval be limited accordingly; and
(d) for the purposes of this resolution;
- “Relevant Period” means the period from the time of the passing of this resolution until whichever is the earliest 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 Articles of Association of the Company or any law applicable to be held; and
- (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
“ THAT , conditional on the passing of resolution numbered 7 and 8 as set out in the notice of the annual general meeting of which this resolution forms part, the aggregate nominal amount of shares in the share capital of the Company repurchased by the Company pursuant to and in accordance with the resolution numbered 8 shall be added to the aggregate nominal amount of share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to and in accordance with the ordinary resolution numbered 7 set out in this notice of the annual general meeting of the Company dated 23 June 2004.

By Order of the Board

SEAPOWER RESOURCES INTERNATIONAL LIMITED Chan Chun Hing, Kenneth

Director

Hong Kong, 23 June 2004

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NOTICE OF THE AGM

Principal place of business: Unit 3409, Office Tower Convention Plaza

1 Harbour Road, Wanchai Hong Kong

Notes:

(a) A member entitled to attend and vote at the above meeting is entitled to appoint one or more than one proxy attend and vote on his behalf. A proxy need not be a member of the Company but must be present in person to represent the member.
(b) A form of proxy of the meeting is enclosed. If the appointer is a corporation, the form of proxy must be under its common seal, or under the hand of an officer or attorney duly authorized on its behalf.
(c) To be valid, a form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Progressive Registration Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. The completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish. In the event that you attend the meeting after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.
(d) 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 shares as if he was 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 of the Company in respect of such share shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect hereof.
(e) For the purpose of determining entitlement to attend and vote at the AGM of the Company, the Company shall close its registers of members and transfers from 12 July 2004 to 16 July 2004 (both days inclusive). Any person who has acquired shares in the Company but has not lodged the share transfer with the Company’s branch share registrars in Hong Kong should do so before 4:00 p.m. 9 July 2004 in order to qualify for attending and voting at the AGM.

— 35 —

AI assistant

Central Development Holdings Limited — AGM Information 2004

49236_rns_2004-06-23_0ab61eff-b169-4753-a202-4667473dc217.pdf

SEAPOWER RESOURCES INTERNATIONAL LIMITED 凱 暉 國 際 實 業 有 限 公 司 [*]

CONTENTS

RESPONSIBILITY STATEMENT

SEAPOWER RESOURCES INTERNATIONAL LIMITED 凱 暉 國 際 實 業 有 限 公 司 [*]

Registered Office:

Principal Place of Business:

PROPOSALS FOR ADOPTION OF THE PROPOSED SHARE OPTION SCHEME TERMINATION OF THE SHARE OPTION SCHEME ADOPTION OF MEMORANDUM AND ARTICLES OF ASSOCIATION GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

PROPOSALS FOR ADOPTION OF THE PROPOSED SHARE OPTION SCHEME TO REPLACE THE SHARE OPTION SCHEME

Conditions of the Proposed Share Option Scheme

ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES

RE-ELECTION OF DIRECTORS

AGM

LETTER FROM THE BOARD

RECOMMENDATION

(1) PURPOSE

(2) CONDITIONS

(3) WHO MAY JOIN

(4) DURATION AND TERMINATION OF THE PROPOSED SHARE OPTION SCHEME

(5) GRANT OF OPTIONS

(6) RESTRICTION ON GRANT OF OPTION

(7) SUBSCRIPTION PRICE OF SHARES

(8) EXERCISE OF OPTIONS

(9) MINIMUM HOLDING PERIOD AND PERFORMANCE TARGET

(10) RIGHTS ON CEASE OF EMPLOYMENT, DIRECTORSHIP, OFFICE OR APPOINTMENT

(11) RIGHTS ON DEATH

(12) RIGHTS ON A GENERAL OFFER

(13) RIGHTS ON A COMPROMISE OR ARRANGEMENT

(14) RIGHTS ON VOLUNTARY WINDING UP OF THE COMPANY

(15) MAXIMUM NUMBER OF SHARES

(16) MAXIMUM ENTITLEMENT TO EACH PARTICIPANT

(17) GRANT OF OPTIONS TO CONNECTED PERSONS OF THE COMPANY

(18) LAPSE OF AN OPTION

(19) RANKING OF SHARES

(20) REORGANISATION OF CAPITAL STRUCTURE OF THE COMPANY

(21) CANCELLATION OF OPTIONS GRANTED

(22) ALTERATION OF THE PROPOSED SHARE OPTION SCHEME

(23) EXPLANATION OF THE TERMS

(24) VALUE OF THE OPTION GRANTED

(25) MISCELLANEOUS

1. SHARE CAPITAL

2. REASONS FOR REPURCHASES

3. FUNDING OF REPURCHASES

4. INTENTION OF DEALINGS

5. SHARE PRICES

6. SECURITIES REPURCHASED

7. UNDERTAKING OF DIRECTORS

8. EFFECT OF THE TAKEOVERS CODE

SEAPOWER RESOURCES INTERNATIONAL LIMITED 凱 暉 國 際 實 業 有 限 公 司 [*]

SPECIAL RESOLUTION

ORDINARY RESOLUTIONS

NOTICE OF THE AGM

SEAPOWER RESOURCES INTERNATIONAL LIMITED Chan Chun Hing, Kenneth

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Central Development Holdings Limited AGM Information 2004

SEAPOWER RESOURCES INTERNATIONAL LIMITED 凱暉國際實業有限公司 **[*]**

SEAPOWER RESOURCES INTERNATIONAL LIMITED 凱暉國際實業有限公司 **[*]**

SEAPOWER RESOURCES INTERNATIONAL LIMITED 凱暉國際實業有限公司 **[*]**