China Chengtong Development Group Limited — Proxy Solicitation & Information Statement 2004

Jul 29, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Moiselle International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer 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.

MOISELLE INTERNATIONAL HOLDINGS LIMITED 慕詩國際集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 130)

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A notice of the Annual General Meeting to be held at Room Annapurna, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong, on 25 August 2004 at 4:15 p.m. is set out on pages 8 to 13 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed. Whether or not you intend to attend and vote at the Annual General Meeting in person, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.

29 July 2004

CONTENTS

	Page
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iii
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Appendix I – Explanatory statement for the Repurchase Mandate. . . . . . . . . . . .	4
Appendix II – Explanatory statement for the proposed amendments
to the Articles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

– i –

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 would make any statement contained herein misleading.

– ii –

DEFINITIONS

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

• “Annual General Meeting”

the annual general meeting of the Company to be held at Room Annapurna, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong, on 25 August 2004 at 4:15 p.m., to consider, amongst other things, and, if thought fit, (1) to grant the Repurchase Mandate and the General Mandate to the Directors; and (2) to approve the proposed amendments to the Articles or any adjournment thereof (or as the case may be)

• “Articles”

the articles of association of the Company

“associate” has the same meaning ascribed to it under the Listing Rules

“Board” the board of Directors “Company” Moiselle International Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, and the Shares of which are listed on the main board of the Stock Exchange

“connected person(s)” has the same meaning ascribed to it under the Listing Rules

• “Directors” the directors of the Company

• “General Mandate” a general mandate to allot, issue and deal with new Shares not exceeding 20% of the then existing issued share capital of the Company as at the date of passing of the ordinary resolution in relation thereof

• “Group” the Company and its subsidiaries “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 26 July 2004, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Repurchase Mandate” authority to repurchase the fully paid up Shares of up to 10% of the then existing issued share capital of the Company as at the date of passing of the ordinary resolution in relation thereof

• “Shareholder(s)” the holder(s) of the Share(s)

“Share(s)” the ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “substantial shareholder(s)” has the same meaning ascribed to it under the Listing Rules

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers

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LETTER FROM THE BOARD

MOISELLE INTERNATIONAL HOLDINGS LIMITED 慕詩國際集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 130)

Executive Directors: Chan Yum Kit (Chairman) Tsui How Kiu, Shirley Chui Hing Yee Chan Sze Chun

Independent non-executive Directors: Yu Yuk Ying, Vivian Chu Chun Kit, Sidney

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

Head office and principal place of business in Hong Kong: Units 3-6, 11th Floor Kodak House 2 39 Healthy Street East North Point Hong Kong

29 July 2004

To the Shareholders

Dear Sir/Madam,

GENERAL MANDATES TO REPURCHASE SHARES

AND TO ISSUE NEW SHARES

AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain ordinary and special resolutions to be proposed at the Annual General Meeting to enable you to make an informed decision on whether to vote for or against those resolutions.

At the Annual General Meeting, resolutions, amongst others, will be proposed for the Company to approve (i) the general mandates to be given to the Directors to exercise all the powers to repurchase fully paid up shares and to issue new shares of the Company; and (ii) the amendments to the Articles to align with the amended Listing Rules which have become effective on 31 March 2004.

– 1 –

LETTER FROM THE BOARD

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

General mandate to repurchase shares

At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be given the Repurchase Mandate. The Company’s authority is restricted to repurchase shares of the Company on the market in accordance with the Listing Rules.

In accordance with the Listing Rules, an explanatory statement is set out in Appendix I of this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed ordinary resolution for the grant of the Repurchase Mandate at the Annual General Meeting.

General mandate to issue new shares

At the Annual General Meeting, a resolution will also be proposed that the Directors be given the General Mandate in order to ensure flexibility and discretion to the Directors to issue new shares. In addition, a resolution will also be proposed to extend the General Mandate by adding to it the number of such shares repurchased under the Repurchase Mandate.

AMENDMENTS TO THE ARTICLES

The Stock Exchange has revised the Listing Rules and the amended Listing Rules have become effective on 31 March 2004. The Board therefore proposes to make certain amendments to the Articles in compliance with the amended Listing Rules.

The corporate governance issues including, among other things, disclosure of information on proposed directors before election at general meetings and notices to be given in relation thereto, and voting of Shareholders at general meetings and of Directors at board meetings on any matter in which the Directors and/or his associates have a material interest as required under Appendix 3 to the amended Listing Rules will also be incorporated in the proposed amendments to the Articles.

Set out in the special resolution numbered 8 in the notice of Annual General Meeting on pages 11 to 13 of this circular are amendments to the Articles that are proposed. A summary of the proposed amendments are also set out in the Appendix II of this circular.

ANNUAL GENERAL MEETING

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy enclosed herewith in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding

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LETTER FROM THE BOARD

the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.

Details of the Directors who are proposed to be re-elected at the Annual General Meeting are set out on page 13 of the annual report of the Company for the financial year ended 31 March 2004 which is despatched to the Shareholders together with this circular.

Pursuant to Article 66, every resolution submitted to a general meeting shall be determined on a show of hands unless (before or upon the declaration of the result of the show of hands) a poll is demanded by the Chairman or by:

• (a) at least 3 Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised corporate representative or by proxy for the time being entitled to vote at the meeting; or

• (b) any Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised corporate representative 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

• (c) any Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised corporate 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 than one-tenth of the total sum paid up on all the shares conferring that right.

RECOMMENDATION

The Directors consider that (i) the proposed granting of the Repurchase Mandate and the General Mandate to the Directors; and (ii) the proposed amendments to the Articles are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions 5 to 8 to be proposed at the Annual General Meeting in respect thereof.

Yours faithfully, For and on behalf of

Moiselle International Holdings Limited Chan Yum Kit

Chairman

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APPENDIX I

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions.

SHARE REPURCHASE

The rules on share repurchase permit companies whose primary listings are on the Stock Exchange to repurchase their fully paid up securities on the Stock Exchange subject to certain restrictions. The most important of which are summarised as follows:

(a) Source of funds

Repurchase must be made out of funds which are legally available of the purpose and in accordance with the company’s constitutive documents and the laws of the Cayman Islands in which the company is incorporated or otherwise established.

(b) Maximum number of securities to be repurchased and subsequent issues

The total number of shares which a company is authorised to repurchase on the Stock Exchange are shares which represent up to a maximum of 10 per cent. of the issued share capital of a company at the date of passing of the resolution granting the general mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 280,500,000 Shares.

Subject to the passing of the Resolution no.6 at the Annual General Meeting and on the basis that no further Shares will be issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 28,050,000 Shares.

REASONS FOR REPURCHASE

Repurchase of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share.

– 4 –

APPENDIX I

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

MATERIAL ADVERSE IMPACT

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts of the Company for the year ended 31 March 2004) in the event that the proposed repurchases of Shares were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months before the Latest Practicable Date were as follows:–

	Share price
	Highest	Lowest
	HK$	HK$
2003
July	0.93	0.60
August	0.97	0.82
September	1.26	0.84
October	0.86	0.65
November	0.96	0.74
December	0.85	0.72
2004
January	0.82	0.73
February	1.10	0.70
March	1.09	0.91
April	0.99	0.84
May	0.84	0.63
June	0.83	0.70
July (up to the Latest Practicable Date)	1.67	0.83

DISCLOSURE OF INTERESTS

None of the Directors and connected persons (as defined in the Listing Rules) nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell Shares to the Company in the event that the Repurchase Mandate is approved.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell the Shares to the Company nor has he/she undertaken to the Company not to sell any of the Shares held by him/her in the event that the Repurchase Mandate is granted.

– 5 –

APPENDIX I

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands, and in accordance with the regulations set out in the memorandum of association and articles of association of the Company.

EFFECT ON TAKEOVERS CODE

If, as the result of a share repurchase, 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 Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could, depending on the level of increase of its or their interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Super Result Consultants Limited and its associates held approximately 210,000,000 Shares, representing approximately 74.87 per cent. of the issued share capital of the Company, which was the only substantial shareholder holding more than 10 per cent. of the issued share capital of the Company. The share capital of Super Result Consultants Limited is beneficially owned by Mr. Chan Yum Kit, Ms. Tsui How Kiu, Shirley and Mr. Chui Hing Yee as to 46.7%, 46.7% and 6.6% respectively, each of them being a Director. In the event that the Directors exercise the power to repurchase Shares in full pursuant to the Repurchase Mandate, (if the present shareholdings remain the same) the shareholding of Super Result Consultants Limited, together with its associates, in the Company will be increased to approximately 83.18 per cent. of the issued share capital of the Company which represents 210,000,000 Shares and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code but will reduce the amount of the Shares held by the public to less than 25 per cent. of the issued share capital of the Company. The Directors have no intention to repurchase Shares to such an extent which will result in the amount of the Shares held by the public being reduced to less than 25 per cent.

GENERAL

During each of the six months preceding the date of this circular, no Shares have been repurchased by the Company.

– 6 –

APPENDIX II EXPLANATORY STATEMENT FOR THE PROPOSED AMENDMENTS TO THE ARTICLES

This appendix summarizes the proposed amendments to the Articles to incorporate the changes that are required under the amended Listing Rules which have become effective on 31 March 2004.

Article 2(1) – Interpretation

New definitions of “associate” and “Listing Rules” will be added to bring the Articles up to date with the Listing Rules.

Article 66A – Voting restrictions under Listing Rules

Article 66A will be added pursuant to the amended Listing Rules so that where any shareholder is subject to voting restrictions under the Listing Rules, any votes cast by or on behalf of such shareholder in contravention of such restriction shall not be counted.

Article 88 – Appointment of Directors

Article 88 will be amended to specify the lodgement period of the nomination of directors by shareholders, which will commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than 7 days prior to the date of such meeting.

Article 103(1) – Director’s interests

Article 103(1) will be amended to provide (i) that Directors shall not vote for transactions in which they or their associates have a material interest; (ii) that a Director shall not be counted in the quorum present at a meeting at which any contract or arrangement in which he or his associates is materially interested is considered; and (iii) resolutions when questions relating to material interest of a Director or his associate(s) arise. The new interpretation of “associate” under the amended Listing Rules will also be adopted.

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NOTICE OF ANNUAL GENERAL MEETING

MOISELLE INTERNATIONAL HOLDINGS LIMITED 慕詩國際集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 130)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2004 Annual General Meeting of Moiselle International Holdings Limited will be held at Room Annapurna, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong, on 25 August 2004 at 4:15 p.m. for the following business:

As Ordinary Business

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 March 2004.

2. To declare a final dividend for the year ended 31 March 2004.

3. To re-elect retiring directors of the Company and to authorise the board of directors of the Company (the “Board”) to fix the remuneration of the directors.

4. To re-appoint the auditors of the Company and to authorise the Board to fix their remuneration.

As Special Business

To consider and, if thought fit, pass with or without amendments, each of the following resolutions as special resolution or ordinary resolution (as the case may be) of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :–

2. (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the “Share”) in the issued share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the Relevant Period, be and is hereby generally and unconditionally approved;

– 8 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than (i) a Rights Issue (as defined below); (ii) an issue of Shares under any option scheme or similar arrangement for the time being adopted; (iii) an issue of Shares as scrip dividends pursuant to the articles of association of the Company from time to time; or (iv) an issue of Shares upon the exercise of the subscription rights under any warrants and/or convertible deeds and/or the bonus issue of Shares issued by the Company, shall not exceed 20 per cent. of the aggregate nominal value of the issued share capital of the Company as at the date of passing of this Resolution; and

• (c) for the purpose of this Resolution,

“Relevant Period” means the period from 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 law or the articles of association of the Company to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

“Rights Issue” means an offer of Shares open for a period fixed by the directors of the Company to the holders of Shares whose name appears on the register of shareholders of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company).”

– 9 –

NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT :–

2. (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase the shares of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which the directors of the Company are authorised to repurchase pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution; and

4. (c) for the purpose of this Resolution:–

“Relevant period” means the period from 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 law or the articles of association of the Company to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”

• “ THAT , subject to the passing of Resolutions 5 and 6 of the notice convening this meeting, the general mandate granted to the directors of the Company and from the time being in force to exercise the power of the Company to allot, issue and deal with any shares of the Company pursuant to Resolution 5 be and is hereby extended in addition to the aggregate nominal amount of the issued share capital of the Company which may be allotted and agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of the issued share capital of the Company repurchased by the Company pursuant to Resolution 6 provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this Resolution.”

– 10 –

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

1. “ THAT the Articles of Association of the Company be and are hereby amended by:

2. (a) adding the new definition of “associate” and “Listing Rules” in Article 2(1) in appropriate alphabetical order:–

   • ““associate” shall have the meaning attributed to it in the Listing Rules; and

“Listing Rules” shall mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as may be amended from time to time.”

• (b) inserting the following new Article 66A after the existing Article 66:–

• “66A. Where any Member 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 Member in contravention of such requirement or restriction shall not be counted.”

• (c) deleting the existing Article 88 and substituting therefor the following new Article 88 :–

• “88. No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the head office or at the Registration Office at least seven days before the date of the general meeting. The period for lodgment of the notices required under this Article will commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

• (d) deleting the existing Article 103(1) and substituting therefor the following new Article 103(1):–

• “103(1) A Director shall not vote (nor shall he be counted in the quorum) on any resolution of the Board in respect of any contract or arrangement or proposal in which he or any of his associate(s) has/have a material interest, and if he shall do so his vote shall not be counted (nor shall he be counted in the quorum) for that resolution, but this prohibition shall not apply to any of the following matters namely:–

  • (i) the giving of any security or indemnity either:–

    • (A) to the Director or his associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or

    • (B) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

  • (ii) any proposal 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;

  • (iii) 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 associate(s) is derived) or of the voting rights;

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NOTICE OF ANNUAL GENERAL MEETING

• (iv) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:–

• (A) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his associate(s) may benefit; or

• (B) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates to a Director, his associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his associate(s) as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

• (v) 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.”

and THAT any director of the Company be and is hereby authorised to take such further actions as he/she may in his/ her sole and absolute discretion thinks fit for and on behalf of the Company to implement the aforesaid amendments to the existing Articles of Association of the Company.”

By Order of the Board Pang Lin Secretary

Hong Kong, 29 July 2004

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy so appointed.

2. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting.

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