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China Brilliant Global Limited Proxy Solicitation & Information Statement 2003

Dec 8, 2003

51221_rns_2003-12-08_1585fee0-28d6-466b-be59-33e87e1dfeaf.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your securities in Prosten Technology Holdings Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

PROSTEN TECHNOLOGY HOLDINGS LIMITED 長達科技控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

EXPIRY OF THE 2004 WARRANTS

This circular, for which the directors (the “Directors”) of Prosten Technology Holdings Limited (the “Company”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this circular is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this circular misleading; and (3) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the day of its posting and on the Company’s website at www.prosten.com.

  • For identification purpose only

8 December 2003

CHARACTERISTICS OF GEM

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers.

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LETTER FROM THE BOARD OF DIRECTORS

PROSTEN TECHNOLOGY HOLDINGS LIMITED

長達科技控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

Executive Directors: Yip Seng Mun (Chairman) Yip Heon Ping Yip Heon Wai Yip Heon Keung

Independent Non-Executive Directors: James T. Siano Au Shing Kwok

Registered office: Century Yard Cricket Square Hutchins Drive P. O. Box 2681 GT George Town Grand Cayman British West Indies

Principal place of business: Unit 2402 Bank of America Tower 12 Harcourt Road Hong Kong

8 December 2003

To the holder of the Warrants and, for information only, the shareholders of the Company

Dear Sir/Madam,

EXPIRY OF THE 2004 WARRANTS

As referred to in the announcement dated 5 December 2003, the board of directors of Prosten Technology Holdings Limited (the “Company”) would like to remind holders of the warrants of the Company (GEM warrant code 8352) (the “2004 Warrants”) carrying rights to subscribe in cash for new shares of HK$0.1 each in the Company (“Shares”) at a subscription price of HK$1.43 per Share, subject to adjustment, during the period from 9 January 2001 to 8 January 2004 (both days inclusive) that, according to the terms and conditions of the 2004 Warrants, any subscription rights attaching to the 2004 Warrants which have not been exercised will lapse and the 2004 Warrants will cease to be valid for any purpose after 4:00 p.m. on Thursday, 8 January 2004.

* For identification purpose only

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LETTER FROM THE BOARD OF DIRECTORS

The Company has made the following arrangements regarding dealings and transfers of the 2004 Warrants:

  1. The latest time for trading of the 2004 Warrants on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (“GEM”) is at 4:00 p.m. on Monday, 5 January 2004 and the listing of the 2004 Warrants will be then withdrawn from GEM on the close of business at 4:00 p.m. on 8 January 2004. Application will be made to the Stock Exchange for the withdrawal of the listing of the 2004 warrants with effect from the close of business at 4:00 p.m. on Thursday, 8 January 2004.

  2. The registered holders of the 2004 Warrants who wish to exercise in whole or in part of the subscription rights attaching to their 2004 Warrants should lodge with the Company’s branch share registrar in Hong Kong, Tengis Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong (the “Registrar”), the following relevant documents at or before 4:00 p.m. on Thursday, 8 January 2004 :

  3. (i) the relevant 2004 Warrant certificate(s);

(ii) the duly completed and signed subscription form(s); and

(iii) remittances for the relevant subscription moneys.

  1. Holders of the 2004 Warrants who have not registered the 2004 Warrants in their names and wish to exercise in whole or in part of the subscription rights attaching to those 2004 Warrants should lodge with the Registrar at the above mentioned address the following relevant documents at or before 4:00 p.m. on Thursday, 8 January 2004 :

  2. (i) the relevant duly executed and stamped instrument(s) of transfer(s) and/or other document(s) of title;

  3. (ii) the relevant 2004 Warrant certificate(s);

(iii) the duly completed and signed subscription form(s); and

(iv) remittances for the relevant subscription moneys.

Subscription forms lodged with the Registrar after 4:00 p.m. on Thursday, 8 January 2004 will not be accepted. Certificates of Shares for the due exercise of the subscription rights attached to the 2004 Warrants will be issued not later than 21 business days after the relevant subscription date.

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LETTER FROM THE BOARD OF DIRECTORS

The closing prices of the Shares and the 2004 Warrants as quoted on the Stock Exchange on 4 December 2003 were HK$0.165 per Share and HK$0.01 per 2004 Warrant respectively. As at 4 December 2003, the Company had outstanding 2004 Warrants entitling the holders thereof to subscribe in cash for up to the aggregate amount of HK$73,108,750 at the subscription price of HK$1.43 per Share.

New Shares falling to be issued on the exercise of the subscription rights attaching to the 2004 Warrants will rank pari passu in all respects with the fully paid Shares in issue on the relevant date of subscription in accordance with the conditions as defined in the Company’s warrant instrument dated 5 January 2001.

Holders of the 2004 Warrants who are in doubt as to their position or the action to be taken should consult their stockbroker or other registered dealer for securities, bank manager, solicitor, professional accountant or other professional adviser.

By order of the Board Yip Seng Mun Chairman

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