China Pipe Group Limited — Proxy Solicitation & Information Statement 2004

Apr 30, 2004

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永恩國際集團有限公司 PRIME SUCCESS INTERNATIONAL GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 210)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 31 MAY 2004

I/We (Note 1)

of

being the registered holder(s) of

share(s) (Note 2) of HK$0.10 each in

the capital of PRIME SUCCESS INTERNATIONAL GROUP LIMITED (the “Company”) hereby appoint the Chairman of the Extraordinary General Meeting or (Note 3)

of

as my/our proxy to attend and vote for me/us at the Extraordinary General Meeting (the “Meeting”) of the Company to be held at the Ching Room of Sheraton Hong Kong Hotel and Towers, No. 20 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 31 May 2004 at 11:15 a.m. (or soon thereafter as the annual general meeting of the Company to be convened at the same place and on the same day shall have been concluded or adjourned) and adjournment thereof on the undermentioned resolutions:

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----- Start of picture text ----- RESOLUTIONS FOR AGAINST(Note 4) (Note 4)To approve the special resolution to amend the Articles ofAssociation of the Company to reflect the recent amendments tothe Listing Rules (see overleaf for full resolution)----- End of picture text -----

Dated this day of 2004 Signature(s) (Note 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares of HK$0.10 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “the Chairman of the Extraordinary General Meeting or” and insert the name and address of the desired proxy in the space provided. ANY ALTERATION MADE TO THIS FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders, this form of proxy must be signed by the shareholder whose name stands first in the register of members.

7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited with the registrar of the Company in Hong Kong, Secretaries Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting (or any adjourned Meeting).

8. The proxy needs not be a member of the Company but must attend the Meeting in person to represent you.

9. Whether or not you attend or present at the Extraordinary General Meeting, you are requested to complete the form of proxy. The completion and return of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish, in which case this form of proxy shall be deemed to be revoked.

To consider and if thought fit, to pass with or without amendments, the following resolution as special resolution:

SPECIAL RESOLUTION

THAT the Articles of Association of the Company be amended as follows:

• (a) By substituting the existing definition of “associate” with the following new definition in Article 2: ““associate” the meaning attributed to it in the rules of the Designated Stock Exchange.”

• (b) By substituting the existing definition of “Stock Exchange” with the following new definition in Article 2:– ““Designated Stock Exchange” a stock exchange in respect of which the shares of the Company are listed or quoted and where such stock exchange deems such listing or quotation to be the primary listing or quotation of the shares of the Company.”

• (c) By inserting the following new definition of “clearing house” in Article 2 : ““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.”

• (d) By inserting the following new Article 77A:–

  • “77A (1) No member shall, unless the Directors otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

    • (2) Where the Company has knowledge that any member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.”

• (e) By deleting the words “at least seven days before the date of the general meeting appointed for such election and such notice may be given during a period of at least 7 days ending at the 7 days first mentioned in this Article” in the last sentence of Article 89 and replacing therewith the following proviso:

  • “provided that the minimum length of the period, during which such notice(s) are given, shall be at least seven (7) days and that the period for lodgment of such notice(s) shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.”

• (f) By deleting the existing Articles 113(A)(ii), 113(A)(iii), 113(A)(iv) and 113(A)(v) in its entirety and replacing therewith the following new Articles 113(A)(ii), 113(A)(iii), 113(A)(iv) and 113(A)(v):

  • “113(A).

  • (ii) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associates is materially interested, but this prohibition shall not apply to any of the following matters namely:

    • (1) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;

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

    • (3) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

    • (4) 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;

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

    • (6) any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to directors, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates.

  • (iii) A company shall be deemed to be a company in which a Director and/or his associate(s) owns five (5) per cent. or more if and so long as (but only if and so long as) he and/or his associates, (either directly or indirectly) are the holders of or beneficially interested in five (5) per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate (s) is/are interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.

  • (iv) Where a company in which a Director and/or his associate(s) holds five (5) per cent. or more is materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.

  • (v) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.”