Central Development Holdings Limited — AGM Information 2004

Jun 23, 2004

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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)

NOTICE OF THE ANNUAL GENERAL MEETING

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:

1. To receive and consider the audited financial statements and the reports of directors and of the auditors for the year ended 31 March 2004.

2. To re-elect the retiring directors, namely Messrs. Tsang Kam Ching, David, Zhao Ming, Lee Kwan Hung, Eddie and Yau Sui Ki, Christie.

3. To authorise the board of directors of the Company (“Board”) to fix directors’ remuneration.

4. 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

1. “ 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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ORDINARY RESOLUTIONS

1. “ 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.”

2. “ THAT , with effect from the date on which this resolution is passed:

3. (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;

4. (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);

5. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option 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 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, the nominal amount of shares

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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).”

2. “ THAT , with effect from the date on which this resolution is passed:

3. (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;

4. (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;

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• (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

Principal place of business: Unit 3409, Office Tower Convention Plaza 1 Harbour Road, Wanchai

Hong Kong

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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) 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.

As at the date of this announcement, the board comprises four executive directors, namely Messrs Chan Chun Hing, Kenneth, U Keng Tin, Tsang Kam Ching, David and Zhao Ming and two independent non-executive directors, namely Messrs Yau Sui Ki, Christie and Lee Kwan Hung, Eddie.

• For identification purpose only

Please also refer to the published version of this announcement in The Standard.

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