Cheuk Nang (Holdings) Limited — Proxy Solicitation & Information Statement 2004

May 3, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of the document, 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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(Incorporated in Bermuda with limited liability)
Stock Code: 0079
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GENERAL MANDATES FOR THE REPURCHASE BY THE COMPANY OF ITS OWN SECURITIES AND ISSUE OF NEW SHARES AND PROPOSED RATIFICATION OF APPOINTMENT OF AUDITORS AND PROPOSED AMENDMENT TO BYE-LAWS

The Annual General Meeting of Century Legend (Holdings) Limited to be held at Room 2708-11, 27th Floor, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Tuesday, 25 May 2004 at 4:30 p.m. A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you are able to attend such meeting, you are advised to read the notice and complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the Company’s Hong Kong branch registrars, Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish.

30 April 2004

* for identification purpose only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed ratification of appointment of auditors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Proposed amendment to Bye-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix I – Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at Room
	2708-11, 27th Floor, West Tower, Shun Tak Centre, 168-200
	Connaught Road Central, Hong Kong on 25th day, May 2004
	at 4:30 p.m.;
“AGM Notice”	the notice of the AGM as set out in pages 13 to 31 of this
	circular;
“Associates”	has the meanings ascribed to it under the Listing Rules;
“Board”	the board of Directors;
“Company”	Century Legend (Holdings) Limited, a company incorporated
	in Bermuda whose shares are listed on the Stock Exchange;
“Director(s)”	the director(s) of the Company;
“Group”	the Company and its Subsidiaries;
“Issued Share Capital”	the existing issued share capital of the Company comprising
	2,046,960,000 Shares at HK$0.01 each as at the Latest
	Practicable Date;
“Latest Practicable Date”	23 April 2004, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information for
	inclusion in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Shares”	fully paid ordinary shares of HK$0.01 each in the capital of the
	Company (and each a “Share”);
“Shareholders”	the shareholders of the Company;
“Stock Exchange”	the Stock Exchange of Hong Kong Limited;

– 1 –

DEFINITIONS

• “Subsidiaries” companies which are for the time being and from time to time the subsidiaries of the Company within the meaning of Section 2 of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), whether incorporated in Hong Kong, Bermuda, the British Virgin Islands or elsewhere;

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers; “HK$” the lawful currency of Hong Kong; and “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China.

– 2 –

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

Executive Directors:

Mr. Tsang Chiu Mo Samuel (Executive Chairman) Ms. Chu Ming Tak Evans Tania Mr. Tsang Chiu Ching

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

Independent Non-Executive Directors:

Mr. Yu Yun Kong Mr. Szeto King Pui Albert Mr. Cheung Ka Wai

Registered Office in Hong Kong:

Room 2708-11 27th Floor, West Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong

30 April 2004

To the shareholders

Dear Sir or Madam,

GENERAL MANDATES FOR THE REPURCHASE BY THE COMPANY OF ITS OWN SECURITES AND ISSUE OF NEW SHARES AND PROPOSED RATIFICATION OF APPOINTMENT OF AUIDITORS AND PROPOSED AMENDMENT TO BYE-LAWS

INTRODUCTION

The purpose of this circular is to provide you with requisite information regarding resolutions to be proposed as special business at the AGM of the Company. These include resolutions relating to general mandates for the issue of Shares and for the repurchase of Shares by the Company, proposal for ratification of appointment of auditors and proposal for amendments to the Bye-laws; and to give the AGM Notice to the Shareholders at which resolutions approving the above items will be considered and voted upon.

* for identification purpose only

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

Approval is being sought from the Shareholders to grant a general mandate in order to ensure flexibility and discretion to the directors in the event it becomes desirable for the Company to issue shares of HK$0.01 each equal in aggregate up to 20 per cent of its existing Issued Share Capital as at the date of passing the relevant resolution. The obtaining of such a mandate is in accordance with the Listing Rules. The directors wish to state that they have no immediate plans to issue any new shares of the Company.

GENERAL MANDATE TO REPURCHASE SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their own securities, subject to restrictions, on the Stock Exchange. At the AGM of the Company, an ordinary resolution will be proposed to grant to the directors of the Company a general mandate to inter alia, repurchase up to 10 per cent of the shares of the Company in issue as at the date of the passing of the relevant resolution. The Company is required by the particular rules in the Listing Rules regulating such share repurchases to send to Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the Repurchase Proposal. Such information is provided below:

1. Share Capital

As at 23 April 2004 being the Latest Practicable Date prior to the printing of this document for ascertaining such information, the Issued Share Capital of the Company comprised 2,064,960,000 shares of HK$0.01 each of an aggregate amount of HK$20,649,600. Subject to the passing of the relevant ordinary resolution and on the basis that no further shares are issued or repurchased prior to the annual general meeting on 25 May 2004, the Company will be allowed under the Repurchase Proposal to repurchase a maximum of 206,496,000 shares.

2. Reasons for Repurchases

The directors of the Company believe that the Repurchase Proposal is in the best interests of the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time lead to an enhancement of the net value of the Company’s shares and its assets and/or its earnings per share and will only be made when the directors of the Company believe that such repurchases will benefit the Company and its Shareholders.

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LETTER FROM THE BOARD

3. Funding of Repurchase

In repurchasing shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-laws and the laws of Bermuda.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts for the year ended 31 December 2003) in the event that the mandate to repurchase shares is exercised in full at any time during the proposed repurchase period. However, the directors of the Company do not propose to exercise the mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the directors of the Company are from time to time appropriate for the Company.

4. General

None of the directors of the Company or, to the best of their knowledge, having made all reasonable enquiries, any of their Associates has any present intention, if the Repurchase Proposal is approved by the Shareholders at the AGM to sell any shares to the Company or its Subsidiaries.

The directors of the Company have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the repurchase mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

The Company has not repurchased any securities on the Stock Exchange in the previous six months as at the Latest Practicable Date.

If as a result of the exercise of the power to repurchase shares pursuant to the 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 purpose of the Takeover Code. As a result, a shareholder or group of Shareholders acting in concert depending on the level of increase of the shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

The directors of the Company are not aware of any Shareholders or group of Shareholders acting in concert, who will be obliged to make a mandatory offer as a result of the exercise in full of the repurchase mandate.

As at the Latest Practicable Date, to the best knowledge and belief of the Company, Barsmark Investments Limited (“Barsmark”) was beneficially interested in approximately 52.22 per cent of the Issued Share Capital of the Company.

– 5 –

LETTER FROM THE BOARD

In the event that the directors of the Company should exercise in full the power to repurchase shares which is proposed to be granted at the forth coming annual general meeting, the beneficial interest of Barsmark in the Company would increase to approximately 58.02 per cent of the Issued Share Capital of the Company, and such increase would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code.

Currently, the directors have no intention to exercise the powers of the Company to make any repurchases of the shares of the Company. In any event, the directors do not intend to exercise the repurchase mandate to an extent which will trigger off the mandatory offer requirement pursuant to the rules of the Takeover Code or which will reduce the aggregate amount of the share capital of the Company in public hands to below 25%.

No connected persons or their Associates have notified the Company that they have a present intention to sell shares of the Company to the Company in the event that the Company is authorised to make repurchases of shares of the Company or have undertaken not to sell any of the shares of the Company held by them to the Company, in the event that the Company is authorised to make repurchases of shares of the Company.

5. Share Price

The highest and lowest price at which the Company’s shares were traded on the Exchange during each of the previous twelve months up to March 2004 were as follows:

	Price	of Share
Month	Highest	Lowest
	HK$	HK$
2003
April	0.019	0.010
May	0.015	0.010
June	0.017	0.010
July	0.035	0.018
August	0.038	0.018
September	0.042	0.028
October	0.025	0.020
November	0.111	0.025
December	0.176	0.068
2004
January	0.152	0.090
February	0.116	0.090
March	0.112	0.074

– 6 –

LETTER FROM THE BOARD

PROPOSED RATIFICATION OF APPOINTMENT OF AUDITORS

On 7 April 2004, the Company received a notice from Messrs. PricewaterhouseCoopers in respect of their resignation as auditors of the Company with effect from 22 March 2004 as the Company and Messrs. PricewaterhouseCoopers could not reach a consensus about the auditors’ remuneration for the year ended 31 December 2003. The reason for the change of auditors of the Company was to reduce the auditing fees with a view to control the Company’s operating expenses. Messrs. PricewaterhouseCoopers confirmed in their resignation letter that there were no circumstances connected with their resignation which they considered should be brought to the attention of the Shareholders or creditors of Company.

Messrs. Grant Thornton has been appointed as the new auditors of the Company on 7 April 2004 to fill the vacancy arising from the resignation of Messrs. PricewaterhouseCoopers. According to the Companies Act, directors of a Bermuda company may fill any casual vacancy in the office of auditor. However, according to the Bye-Laws, the Directors shall as soon as practicable after the vacancy occurs convene a special general meeting to fill the vacancy. Accordingly, to comply with the Bye-Laws, an ordinary resolution will be proposed at the AGM to consider and, if thought fit, to ratify the appointment of Messrs. Grant Thornton as auditors of the Company to fill the vacancy left by the resignation of Messrs. PricewaterhouseCoopers during the period from 7 April 2004 to the conclusion of the AGM.

PROPOSED AMENDMENTS TO BYE-LAWS

The Board has proposed that the Bye-laws of the Company should be amended to keep in line with the recent changes in the Listing Rules and corporate practices for the benefit of the Shareholders. The Board considers that such amendments provide flexibility for the Company to take advantage of the amendments whenever considered appropriate in future. In principle, certain provisions of the Bye-laws of the Company will be amended to conform with the following:

Notice of proposed director to be given

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 before the date of such meeting.

Directors’ interest

Directors shall abstain from voting at the board meeting on any matter in which any of his Associates has a material interest and are not to be counted towards the quorum of the relevant board meeting.

– 7 –

LETTER FROM THE BOARD

Shareholders’ voting

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 vote cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

New definition of clearing house

To adopt the new definition of clearing house set out in the Securities and Futures Ordinance.

Summary financial report

Shareholders have the choice to elect to receive summary financial reports of the Company (which derived from and summarize the Annual Reports and Accounts and in such form as may be required by law from time to time) instead of the full version of Annual Reports and Account.

Corporate Communication through electronic means and choice of language

Shareholders have the choice to elect to receive various corporate communications to Shareholders, including but not limited to annual and interim reports, circulars and notices of meeting, by electronic means and in English, Chinese or both languages. In addition, Shareholders have the choice to elect to be treated as having been sent a copy of either the summary financial reports or the Annual Reports and Accounts by having access to the version of those documents published on the Company’s website.

The proposed amendments to the Bye-laws of the Company are set out in resolution no. 5 in the notice of Annual General Meeting of this circular.

RE-ELECTION OF DIRECTORS

The Board currently consists of 6 Directors, namely Mr. Tsang Chiu Mo Samuel, Mr Tsang Chiu Ching, Ms. Chu Ming Tak Evans Tania, Mr. Szeto King Pui Albert, Mr. Yu Yun Kong and Mr. Cheung Ka Wai.

Pursuant to Bye-law 87 of the existing Bye-laws, at each annual general meeting, all the Directors for the time being shall retire from office. The retiring Directors shall be eligible for reelection. Accordingly, Mr. Tsang Chiu Mo Samuel, Mr. Tsang Chiu Ching, Ms. Chu Ming Tak Evans Tania, Mr. Szeto King Pui Albert, Mr. Yu Yun Kong and Mr. Cheung Ka Wai shall retire at the AGM. All the retiring Directors are eligible for re-election.

– 8 –

LETTER FROM THE BOARD

Bye-law 88 of the existing Bye-laws provides that no person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a 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 Company’s principle place of business or at 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 principal place of business of the Company at 2708, 27/F, West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong or at the Company’s Hong Kong branch share registrar at Computershare Hong Kong Investor Services Limited at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong on or before 17 May 2004.

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 Shareholers of the details of the additional candidate proposed.

A brief biographical details of the retiring Directors are as follows:–

Mr. Tsang Chiu Mo Samuel, aged 31, was appointed Executive Chairman of the Company with effect from 7 April 2004. Mr. Tsang joined the Company in September 1999. He is responsible for the Group’s strategic planning, business development and corporate finance portfolio. Mr. Tsang is also a director of a number of the Subsidiaries with solid experience in travel, hotel management, financing and strategic investment. Mr. Tsang holds a Master degree in corporate finance. In addition, Mr. Tsang is a director of China Sky Investments Limited and China Sky Finance Limited.

As an Executive Chairman, Mr. Tsang is entitled to receive an annual director’s fee of HK$201,600 which is based on a fixed amount of HK$16,800 per month. His term of appointment as an Executive Chairman will be in accordance with the Company’s Bye-laws.

Mr. Tsang is the elder brother of Mr. Tsang Chiu Ching, Executive Director of the Company and director of a number of the Subsidiaries and Ms. Tsang Chiu Yuen Sylvia, director of a number of the Subsidiaries. Mr. Tsang, Mr. Tsang Chiu Ching and Ms. Tsang Chiu Yuen Sylvia are shareholders and directors of Barsmark Investments Limited (“Barsmark”), a substantial shareholder holding 52.22% interest of the Company. Mr. Tsang holds one-third interest in Barsmark. Save as disclosed, Mr. Tsang is not connected with any Director, senior management or substantial or controlling Shareholder of the Company.

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LETTER FROM THE BOARD

Mr. Tsang Chiu Ching, aged 28, was appointed Executive Director of the Company in September 1999. He is responsible for the evaluation and implementation of business development strategies, as well as investment activities. Mr. Tsang is a director China Sky Investments Limited and China Sky Finance Limited.

Mr. Tsang is the younger brother of Mr. Tsang Chiu Mo Samuel and Ms. Tsang Chiu Yuen Sylvia. Mr. Tsang is a shareholder and a director of Barsmark and holds one-third interest in Barsmark. Save as disclosed, Mr. Tsang is not connected with any Director, senior management or substantial or controlling Shareholder of the Company.

Ms. Chu Ming Tak Evans Tania, aged 46, joined the Group in 1999 and was appointed Executive Director in January 2001. She is responsible for overseeing the Group’s financial and investment related activities.

Ms. Chu is not connected with any Director, senior management or substantial or controlling Shareholder of the Company.

Mr. Szeto King Pui Albert, aged 49, was appointed an Independent Non-Executive Director in January 2000. Mr. Szeto is a qualified solicitor in England and Wales and Hong Kong and a partner of Chiu, Szeto & Cheng Solicitors in Hong Kong. He is also the Company Secretary.

Mr. Szeto is not connected with any Director, senior management or substantial or controlling Shareholder of the Company.

Mr. Yu Yun Kong, aged 37, was appointed an Independent Non-Executive Director in January 2001. Mr. Yu is a Certified Public Accountant and a member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Society of Accountants.

Mr. Yu is not connected with any Director, senior management or substantial or controlling Shareholder of the Company.

Mr. Cheung Ka Wai, aged 34, was appointed an Independent Non-Executive Director in November 2002. Mr. Cheung is currently working as a Finance Manager in an international corporation which provides financial management services.

Mr. Cheung is not connected with any Director, senior management or substantial or controlling Shareholder of the Company.

– 10 –

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

A notice convening the AGM is set out on pages 13 to 31 of this circular. The AGM will be held at Room 2708-11, 27th Floor, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Tuesday , 25 May 2004 at 4:30 p.m..

There is enclosed a form of proxy for use at the AGM. Whether or not you intend to be present at the meeting, you are requested to complete the form of proxy and return it to the office of the Company’s Hong Kong branch registrars, Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than forty-eight (48) hours before the time fixed for holding the meeting. Completion and return of the form of proxy will not prevent you from attending and voting in person at the meeting and at any adjournment thereof if they so wish.

Under the Bye-laws of the Company, at any general meeting, on a show of hands every Shareholder present in person or by proxy or being a corporation is present by a representative duly authorized shall have one vote and on a poll every Shareholder present in person or in case of a Shareholder being a corporation by its duly authorized representative or by proxy shall have one vote for every fully paid share of which he is the holder. A resolution put to vote of a meeting shall be decided on show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• by the chairman of such meeting; or

• by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or

• by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative 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 that one-tenth of the total sum paid up on all shares conferring that right.

– 11 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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 the omission of which make any statement contained herein misleading.

RECOMMENDATION

The directors of the Company consider that the general mandate for the issue of Shares and for the repurchase of Shares by the Company, the proposed ratification of appointment of auditors and proposed amendment to Bye-laws are in the best interest of the Company and its Shareholders and accordingly recommend that all Shareholders should vote in favour of all resolutions to be proposed at the said annual general meeting as they intend to do so themselves in respect of their own holdings.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I to this circular.

On behalf of the Board Tsang Chiu Mo Samuel Executive Chairman

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX I

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(Incorporated in Bermuda with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Century Legend (Holdings) Limited (the “Company”) will be held at Room 2708-11, 27th Floor, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on 25 May 2004 at 4:30 p.m. for the following purposes:–

1. To receive and consider the audited financial statements and the reports of the Directors and Auditors for the year ended 31 December 2003.

2. To re-elect Directors and to authorise the Board of Directors to fix their remuneration.

3. To re-appoint Messrs. Grant Thornton as auditors of the Company for the ensuing year and to authorize the Directors to fix their remuneration;

4. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:–

5. A. “ THAT :–

   • (a) subject to paragraph (c), the exercise by the Directors of the Company during the Relevant Period 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 which might require the exercise of such power be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

* for identification purpose only

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX I

• (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 of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue or the exercise of the subscription rights under the share option scheme of the Company, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:–

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares on the register of members of the Company 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 recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

• B. “ THAT :–

• (a) the exercise by the Directors of the Company during the Relevant Period of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX I

• (b) the aggregate nominal amount of shares of the Company purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval be limited accordingly; and

• (c) for the purposes of this resolution:–

  • “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:–

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and

  • (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• C. “ THAT conditional upon resolution no. 4B above being passed, the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the Directors of the Company as mentioned in resolution no. 4B above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to resolution no. 4A above.”

• D. “ THAT the ratification of appointment of Messrs. Grant Thornton as auditors of the Company to fill the vacancy arising from the resignation of Messrs. PricewaterhouseCoopers during the period from 7 April 2004 to the conclusion of the Meeting be and is hereby approved.”

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX I

1. As special business, to consider and, if thought fit, pass the following resolutions as a special resolution:

2. A. “ THAT the Bye-Laws of the Company be and are hereby amended as follows:–

   • (a) By deleting the existing heading on the cover page of the Bye-laws and substituting therefore the following new heading:

BYE-LAWS

OF

CENTURY LEGEND (HOLDINGS) LIMITED

(formerly known as Fortei Holdings Limited)

(Adopted at a Special General Meeting held on 16 June 1993

and Amended at a Special General Meeting held on 28 December 2000)

• (b) By inserting in the existing definition of “clear days” in Bye-law 1 immediately after the words “in relation to the period of a notice” the following words:

“for any meeting or otherwise”

• (c) By adding the following new definitions and references to Bye-law 1 in appropriate alphabetical sequence:

• “associate(s)” shall have the same meaning as in the rules of the Designated Stock Exchange as amended from time to time.

• “clearing house”

• a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction (where applicable).

• (d) By deleting the existing definition of “Company” in Bye-law 1 and substituting therefore the following new definition:

“Company”

Century Legend (Holdings) Limited

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• (e) By inserting in the third line of the existing Bye-law 2(e) immediately after the words “in a permanent visible form” the following words:

“, including in the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election (where applicable) comply with all applicable Statutes, rules and regulations”;

• (f) By inserting in the sixth line of Bye-law 2(i) immediately after the words fourteen (14) the word “clear”;

• (g) By deleting the “.” in Bye-law 2(j) and substituting therefor “; and”;

• (h) By adding the following new Bye-law 2(k) immediately after the existing Bye-law 2(j):

• “(k) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other legally acceptable method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.”

• (i) By inserting in the existing Bye-law 3(1) immediately after the words “the Company” the following words:

• “at the date on which these Bye-laws come into effect”

• (j) By inserting in the fourth line of the existing Bye-law 3(2) immediately after the words “own shares” the following words:

• “(which expression as used in this Bye-law includes redeemable shares)”

• (k) By adding the following new Bye-law 3(3) immediately after the existing Bye-law 3(2):

• “(3) Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price, and if purchases are by tender, tenders shall be available to all shareholders alike.”

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• (l) By re-numbering the existing Bye-law 3(3) as 3(4);

• (m) By inserting in the third line of the existing Bye-law 6 immediately after the words “issued share capital or” the words “, save for the use of share premium expressly permitted by the Act,” and deleting the words in the fourth line after the words “other undistributable reserve” the words “in any manner permitted by law”;

• (n) By inserting in the second line and fourth line of the existing Bye-law 10(a) immediately after the words “two persons” and after the words “two holders present in person” the following words:

• “(or in the case of a Member being a corporation, its duly authorized representative)”

• (o) By inserting in the first line of the existing Bye-law 12(1) immediately after the words “these Bye-laws” the following words:

“, any direction that may be given by the Company in general meeting and, where applicable, the rules of any Designated Stock Exchange”

• (p) By deleting the word “register” in the thirteenth line of the existing Byelaw 39 and substituting therefore the word “Register”;

• (q) By inserting in the tenth line of the existing Bye-law 44 immediately before the words “Designated Stock Exchange” the following words:

“Designated Stock Exchange or by any means in such manner as may be accepted by the”

• (r) By inserting in the second line in the existing Bye-law 46 immediately after the words “common form or in” in the following words:

• “a form prescribed by the Designated Stock Exchange or in”

• (s) By inserting in the fourth line of the existing Bye-law 51 immediately after the words “Designated Stock Exchange” the following words:

• “or by any means in such manner as may be accepted by the Designated Stock Exchange”

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• (t) By deleting the word “notice” in the first line of the existing Bye-law 59(2) and substituting therefore the word “Notice”;

• (u) By deleting the word “notice” in the seventh, ninth and twelfth lines of the existing Bye-law 64 and substituting therefore in all cases the word “Notice”;

• (v) By inserting in the tenth line of the existing Bye-law 66 immediately after the words “paid up on the share.” the following words:

“Notwithstanding anything contained in these Bye-laws, where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands.”

And inserting before the last paragraph of the existing Bye-law 66 the following words:

“Each proxy shall only have one vote on a show of hands and shall be deemed to represent one Member only when making a demand for a poll in accordance with this Bye-law 66 notwithstanding that he has been appointed as proxy by and actually represents more than one Member.”

• (w) By re-numbering the existing Bye-law 76 as 76(1) and inserting the new Bye-law 76(2) as follows:

• “(2) Where the Company has knowledge that any Member is, under the rules of 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, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.”

• (x) By inserting after last word of existing Bye-law 78 the following words:

“In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.”

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• (y) By re-numbering the existing Bye-law 84 as 84(1) and inserting the new Bye-law 84(2) as follows:

• “(2) Where a Member is a clearing house (or its nominee(s) and, in each case, being a corporation), it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised without the provisions of this Bye-law shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) in respect of the number and class of shares specified in the relevant authorisation including the right to vote individually on a show of hands.”

• (z) By deleting the first line of existing Bye-law 86(4) the words “Subject to any provision to the contrary in these Bye-laws” and replacing the word “the” in the first line by word “The” and replacing the word “special” in the second line by word “ordinary”;

• (aa) By deleting the existing Bye-law 87 in its entirety and substituting therefore the existing Bye-law 169 (2);

• (bb) By deleting the existing Bye-law 88 in its entirety and substituting therefor the following new Bye-law 88:

• “88. 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 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 that person for election as a Director 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)

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days and that the period for lodgement of such Notice(s) shall commence no earlier than the date after the despatch 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.”

• (cc) By deleting the existing Bye-law 92 in its entirety and substituting by the existing Bye-law 169(3);

• (dd) By deleting the existing Bye-law 93 in its entirety and substituting by the existing Bye-law 169(4);

• (ee) By deleting the existing Bye-law 95 in its entirety and substituting by the existing Bye-law 169(5);

• (ff) By deleting the word “Directors” in the fourteenth line of the existing Bye-law 100(c) immediately after the words “exercisable by them as” and substituting therefore the word “directors”;

• (gg) By deleting the existing Bye-law 103 in its entirety and substituting therefor a new Bye-law 103 as follows:

• “(1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Directors approving any contract or arrangement or proposal in which he or any of his associate(s) is/are, to the knowledge of the Director, materially interested, and if he shall do so his vote shall not be counted (nor is he counted in the quorum for that resolution), but this prohibition shall not apply to any of the following matters namely:

  • (i) any contract or arrangement for the giving by the Company of any security or indemnity to the Director or his associate(s) in respect of money lent or obligation undertaken by him or any of them for the benefit of the Company or any company in which the Company has interest;

  • (ii) any contract or arrangement for the giving by the Company of any security to a third party in respect of a debt or obligation of the Company or any company in which the Company has interest which the Director or his associate(s) has himself/themselves guaranteed or secured in whole or in part;

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(iii) any contract or arrangement by the Director or his associate (s) to subscribe for shares or debentures or other securities of the Company to be issued pursuant to any offer or invitation to the shareholders or debenture or securities holders of the Company or to the public which does not provide the Director or his associate(s) any privilege not accorded to any other shareholders or debenture or securities holders of the Company or to the public;

(iv) any contract or arrangement concerning an offer of the shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer and/or for the purposes of making any representations, the giving of any covenants, undertakings or warranties or assuming any other obligations in connection with such offer;

• (v) any contract or arrangement in which the Director or his associate(s) is/are interested 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 and/or his/their being the offeror (s) or one of the offerors or is/are interested in one of the offerors for the purchase or effective acquisition of such shares, debentures or other securities;

• (vi) any proposal concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director, and any of his associates are, not in aggregate beneficially interested in 5% or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associates is derived) or of the voting rights;

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• (vii) any proposal or arrangement for the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of a pension fund or retirement, death or disability benefit scheme or personal pension plan under which a Director or his associates may benefit and which has been approved by or is subject to and conditional on approval by the relevant taxing authorities for taxation purposes or relates both to Directors, his associates and employees of the Company or of any of its subsidiaries and does not give the Director or his associate(s), as such any privilege not accorded to the class of persons to whom such scheme or fund relates;

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

• (ix) any contract, arrangement, transaction or proposal concerning the purchase and/or maintenance of any insurance policy for the benefit of any Director, his associates, officer or employee pursuant to these Bye-laws.

• (2) A company shall be deemed to be a company in which a Director together with any of his associates 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 together with his associates is (either directly or indirectly) the holder 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 any third company, other than the Company or any of its subsidiaries, through which his interest is derived) or of the voting rights of any class of shares of the company. For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate (s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive

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the income thereof, 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.

• (3) Where a company (other than a company which is a wholly owned subsidiary of the Company or a subsidiary or associated company of the Company in the voting equity capital of which neither the Director nor any of his associates has any interests) in which a Director together with any of his associates hold 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 available to shareholders of the company is materially interested in a transaction, then that Director or his associate(s) shall also be deemed materially interested in such transaction.

• (4) If any question shall arise at any meeting of the Directors as to the materiality of the interest of a Director or his associate(s) or as to the entitlement of any Director 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 (unless it relates to the Chairman) shall be referred to the Chairman and his ruling in relation to such Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director or his associate(s) concerned as known to such Director has not been fairly disclosed to the other Directors. If any question as aforesaid shall arise in respect of the Chairman such question shall be decided by a resolution of the Directors (for which purpose the Chairman 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 the Chairman as known to him has not been fairly disclosed to the other Directors.”

• (hh) By deleting the word “they” in the last line of the existing Bye-law 125 immediately after the words “of the Board as” and substituting therefore the word “it”;

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• (ii) By deleting the existing Bye-law 127(1) and 127(2) in its entirety and substituting therefore a new Bye-law 127(1) and 127(2) as follows:

• “127(1)The officers of the Company shall consist of a Chairman and a deputy chairman or a president and vice-president, the Directors, Secretary and such additional officers as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of Statutes and these Bye-laws.

• 127(2) The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the directors a president and a vice-president or a chairman and a deputy chairman and may appoint another of their number to be Managing Director; and if more than one (1) Director is proposed for either of these offices, the election to such office shall take place in such manner as the Directors may determine.”

• (jj) Regarding the existing Bye-law 132(1),

by deleting in the first sentence thereof the word “its” immediately after the words “more books at” and substituting therefor the word “the”; and

by deleting in the second line thereof the word “Register” immediately after the words “Office a” and substituting therefore the word “register”;

• (kk) By deleting the word “its” in the existing Bye-law 132(2)(a) and substituting therefore the word “the”; and

by deleting the word “Register” in Bye-law 132(2)(b) and immediately after the words “contained in the” and substituting therefor the word “register”;

• (ll) By deleting the word “Register” in the fifth line of Bye-law 132(2) immediately after the words “to be entered on the” and substituting therefor the word “register”;

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• (mm) By deleting the word “Register” in the first sentence in Bye-law 132(3) and substituting therefor the word “register”;

• (nn) By re-numbering the existing Bye-law 136 as 136(1) and inserting the new Bye-law 136(2) as follows:

• “(2) Notwithstanding any provision contained in these Bye-laws, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Bye-law and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Bye-law shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.”

• (oo) Regarding the existing Bye-law 153,

by inserting in the first sentence thereof immediately after the words “Section 88 of the Act” the words “, and Bye-law 153(2)”;

by inserting the word “clear” immediately after the words “twenty-one (21)” in the seventh line thereof;

by deleting the words “next annual” immediately after the words “before the date of the” in the seventh line thereof; and

by inserting the words “and at the same time as the notice of the annual general meeting” immediately after the words “general meeting” in the seventh line thereof;

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• (pp) By renumbering the existing Bye-law 153 as 153(1) and adding new Bye-laws 153(2) and 153(3) immediately after the existing Bye-law 153 (renumbered as Bye-law 153(1)) as follows:

• “(2) To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153(1) shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, 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’ 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.

• (3) The requirement to send to a person referred to in the Bye-law 153 (1) the documents referred to in that Bye-law or a summary financial report in accordance with Bye-law 154 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, with limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153(1) and, if applicable, a summary financial report complying with Bye-law 154, 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.”

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• (qq) By deleting the existing Bye-law 154 in its entirety and substituting therefor the following new Bye-law 154(1) and 154(2):

• “154(1).Auditors shall be appointed and the terms and tenure of such appointment and their duties at all times regulated in accordance with the provisions of the Act.

• 154(2). Subject to section 88 of the Act, the Members of the Company shall at each annual general meeting or a subsequent special general meeting in each year, appoint one or more firms of auditors to hold office until the conclusion of the next annual general meeting the Auditors in office shall continue in office until a successor is appointed. A director, officer or employee of the Company or of any of its subsidiaries or a partner, officer or employee of any such director, officer or employee shall not be capable of being appointed Auditors of the Company. The Board may fill any causal vacancy in the office of Auditors, but while any such vacancy continues the surviving or continuing Auditors (if any) may act. Subject as otherwise provided by the Act, the remuneration of the Auditors shall be fixed by or on the authority of the Company in the annual general meeting except that in any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board and the remuneration of any Auditors appointed to fill any casual vacancy may be fixed by the Directors.”

• (rr) By deleting the existing Bye-law 156 in its entirety and substituting therefor the following new Bye-law 156:

• “156. No person other than the retiring Auditors shall be appointed as Auditors at an annual general meeting unless notice of an intention to nominee that person to the office of Auditors has been given to the Company not less than twenty-one (21) clear days before the annual general meeting, and the Company shall send a copy of any such notice to the retiring Auditors and shall give notice thereof to the Members not less than seven (7) days before the annual general meeting provided that the above requirement for sending a copy of such notice to the retiring Auditors may be waived by notice in writing by the retiring Auditors to the Secretary.”

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• (ss) By deleting the existing Bye-law 157 in its entirety;

• (tt) By deleting the existing Bye-law 160 in its entirety and substituting therefor the following new Bye-law 160:

“Any Notice or 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 Byelaws from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope 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 may also be served by advertisement in appointed newspaper (as defined in the Act) 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 and giving to the Member 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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• (uu) Regarding the new Bye-law 161,

by deleting the word “and” at the end of the Bye-law 161(a) and inserting a new Bye law 161(b) as follows:

• “(b) if 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;”

by renumbering Bye-law 161(b) as Bye-law 161(c);

by inserting the words “other than by advertisement in newspapers in accordance with this Bye-law,” immediately after the words “these Bye-laws” in the second line of the new Bye-law 161(c); and

by inserting the new Bye-law 161 (d) and (e) as follows:

• “(d) if served by advertisements in newspapers in accordance with this Bye-law, shall be deemed to have been served on the day on which the advertisement is first published; and

• (e) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.”

• (vv) by inserting the words “or served by any means permitted by and” immediately after the words “of any member” in the second line of the Bye-law 162(1);

• (ww) by inserting in the first line of the Bye-law 163 immediately after the words “or facsimile” the words “or electronic”;

• (xx) by replacing the word “respecting” in the first line of the Bye-law 168 by the words “in respect of”; and

• (yy) by deleting the existing Bye-law 169 in its entirely.

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1. To transact any other business.

By Order of the Board Szeto King Pui Albert Company Secretary

Hong Kong, 30 April 2004

Principal Office: Room 2708-11, 27th Floor, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong

Notes:–

• (1) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company.

• (2) In order to be valid, the form of proxy must be deposited at the office of the Company’s Hong Kong Branch Share Registrars, Computershare Hong Kong Investor Services Limited at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

• (3) The register of members of the Company will be closed from 18 May 2004 to 25 May 2004, both days inclusive, for the purpose of establishing entitlements of shareholders to vote at the annual general meeting. During this period, no share transfer can be registered. In order to qualify, all transfers must be lodged with the Company’s branch registrars in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:00 p.m. on 17 May 2004.

The circular is published in both English and Chinese languages. The English version shall prevail.

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