Coastal Greenland Limited — Proxy Solicitation & Information Statement 2002

May 14, 2002

THIS DOCUMENT 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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

SIS INTERNATIONAL HOLDINGS LIMITED 新龍國際集團有限公司[*]

(Incorporated in Bermuda with limited liability)

ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

A notice convening a special general meeting of the shareholders of SIS International Holdings Limited to be held at 4:30 p.m. on May 31, 2002 at Barker Room, 7th Floor, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong is set out in Appendix II to this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s Branch Share Registrar in Hong Kong, Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting.

14th May 2002

* For identification purpose only

INDEX

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	Share Option Scheme
	1. Existing Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
	2. New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
	3. Value of the Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	4. Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
III.	Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
IV.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
V.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Particulars of the New Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
Appendix II – Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15

DEFINITIONS

In this circular, except where the context otherwise requires, the following expressions shall have the following meanings:

• “Associated Company”

a company, not being a Subsidiary, in which the Company directly or indirectly holds more than 20% of its issued share capital or the voting power at general meetings or in which an equity interest is held by the Company for long term purpose and a significant influence is exercised over its management;

• “Board”

the board of directors of the Company or a duly authorised committee thereof;

• “Company”

SIS INTERNATIONAL HOLDINGS LIMITED (新龍國際集團 有限公司 *), a company listed on the Stock Exchange and incorporated in Bermuda with limited liability;

• “Directors”

the directors of the Company;

• “Employee”

any part-time or full-time employee or officer of any member of the Group or of any Associated Company;

• “Existing Share Option Scheme”

the existing share option scheme for the employees (including the directors) of the Group adopted by the Company on July 29, 1992;

• “Grantee”

any Qualified Person who accepts the offer of the grant of any Option in accordance with the terms of the New Share Option Scheme or (where the context so permits) a person or persons who, in accordance with the applicable laws of succession, is or are entitled to any such Option (to the extent not already exercised) in consequence of the death of any such Qualified Person;

• “Group”

the Company and its Subsidiaries;

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Latest Practicable Date”

11th May, 2002, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

• “Listing Rules”

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as modified from time to time;

• “New Share Option Scheme”

the new share option scheme to be adopted by the Company pursuant to Ordinary Resolution No. 1 as set out in the Notice of SGM in its present or any amended form;

• For identification purpose only

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DEFINITIONS

• “Notice of SGM”

the notice convening the SGM as set out in Appendix II to this circular;

• “Offer Date”

• in respect of an Option, the date on which the Option is offered to an Qualified Person, which must be a business day (as defined in Chapter 1 of the Listing Rules);

• “Option” an option to subscribe for Shares to be granted pursuant to the New Share Option Scheme;

• “Option Period” in respect of an Option, the period within which the Option may be exercisable being a period commencing on the second anniversary of the Offer Date and ending on the tenth anniversary thereof;

• “Ordinary Resolutions” the proposed ordinary resolutions as referred to in the Notice of SGM;

• “Qualified Persons” any Employee, director (executive or non-executive) of any member of the Group or of any Associated Company, or any supplier, agent, customer, business associate, distributor, professional or other adviser of, or consultant or contractor to, any member of the Group;

• “SGM” a special general meeting of the Company to be held at 4:30 p.m. on May 31, 2002 at Barker Room, 7th Floor, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong or any adjournment thereof;

• “Share(s)” shares of HK$0.10 each of the Company;

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

“Subsidiary” a company which is for the time being and from time to time a subsidiary (within the meaning of section 2 of the Companies Ordinance, Chapter 32 of the Laws of Hong Kong, as modified from time to time) of the Company.

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LETTER FROM THE BOARD

This document includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this document 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 herein misleading.

SIS INTERNATIONAL HOLDINGS LIMITED 新龍國際集團有限公司[*]

(Incorporated in Bermuda with limited liability)

Executive Directors: Mr. Lim Siam Kwee (Chairman) Mr. Lim Kiah Meng Mr. Lim Kia Hong Mr. Lim Hwee Hai Ms. Lim Hwee Noi

Registered Office: Cedar House 41 Cedar Ave. Hamilton HM12 Bermuda

Independent Non-executive Directors: Mr. Lee Hiok Chuan Mr. Woon Wee Teng

Principal place of business in Hong Kong: Room 301 Eastern Harbour Centre 28 Hoi Chak Street Quarry Bay Hong Kong 14th May 2002

To the Shareholders

Dear Sir or Madam,

ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

I. INTRODUCTION

In view of the fact that the Existing Share Option Scheme will expire on July 28, 2002 in accordance with its terms and that the Stock Exchange has amended Chapter 17 of the Listing Rules which governs the operation of share option schemes, the Company intends to adopt the New Share Option Scheme which complies with the newly amended Listing Rules in replacement and substitution of the Existing Share Option Scheme.

• For identification purpose only

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LETTER FROM THE BOARD

This circular contains a summary of the particulars of the New Share Option Scheme required to be sent to you in compliance with the Listing Rules so as to give you all information reasonably necessary to enable you to make an informed decision on whether to vote for or against the Ordinary Resolutions in relation thereto.

II. SHARE OPTION SCHEME

1. Existing Share Option Scheme

The Existing Share Option Scheme was adopted by the Company on July 29, 1992 and will expire on July 28, 2002. In view of the imminent expiry of the Existing Share Option Scheme and the recent changes to Chapter 17 of the Listing Rules which governs the operation of share option schemes, the Directors propose that a new share option scheme should be adopted in replacement and substitution of the Existing Share Option Scheme. Accordingly, the Directors recommend to shareholders of the Company that the New Share Option Scheme should be adopted in replacement of the Existing Share Option Scheme which shall terminate upon the New Share Option Scheme taking effect in accordance with its terms. As at the Latest Practicable Date, the Company has not adopted any share option scheme other than the Existing Share Option Scheme.

The Directors had granted options pursuant to the Existing Share Option Scheme to employees for subscription of a total of 25,350,000 Shares representing approximately 9.46 per cent. of the issued share capital of the Company as at the Latest Practicable Date. Up to the Latest Practicable Date, 12,850,000 Shares have been allotted and issued to employees pursuant to the exercise of options granted under the Existing Share Option Scheme which represent approximately 4.79 per cent. of the issued share capital of the Company as at the Latest Practicable Date. As at the Latest Practicable Date, none of the options so granted have lapsed and options granted for the subscription of 12,500,000 Shares remain outstanding. Despite the fact that no further options may be granted under the Existing Share Option Scheme consequent upon its termination, all the other provisions of the Existing Share Option Scheme will remain in force and all such options granted under the Existing Share Option Scheme will remain valid and exercisable in accordance with the provisions thereunder.

2. New Share Option Scheme

Under the New Share Option Scheme, it is proposed that the scope of the beneficiaries eligible therefor should be expanded to include supplier, agent, customer, business associate, distributor, professional or other adviser of, or consultant or contractor to, any member of the Group. With a view to maintaining the business relationship with such persons, and allowing the Company an alternative to settle its payment obligation by share options of the Company, the Directors consider that it is beneficial for the Company and its shareholders to include its business partners as some of the potential beneficiaries to the New Share Option Scheme, on top of its employees as currently provided for in the Existing Share Option Scheme. In addition, it is also proposed that employees or directors of the Associated Companies should be included as the potential beneficiaries under the New Share Option Scheme as part of the

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LETTER FROM THE BOARD

effort to allow such persons to participate in the growth of the Group in the form of options for subscription of the Shares of the Company.

The Board is empowered under the New Share Option Scheme to impose certain conditions on the grant of Options. Such conditions include without limitation the periods within which the Options must be held or the performance targets that must be achieved by the Grantees before the Options may be exercised. The Directors consider that such minimum holding period or performance target if imposed would provide incentive and inducement to the Grantees to maintain a long-term relationship with the Group and to optimize their performance and efficiency for the benefit of the Group as a whole.

The mechanism for determining the exercise price of the Options granted under the New Share Option Scheme follows strictly the provisions of the Listing Rules to the effect that the exercise price shall be determined with reference to the price of the Shares on the Stock Exchange on the date of grant. As such, the Directors consider that any exercise of Options by Grantee implicates a vote of confidence in the future prospects of the Company which would in turn provide motivation to the relevant Grantee to maximize his contribution to the growth of the Group.

It is therefore proposed that the New Share Option Scheme for the benefit of the Qualified Persons be adopted at the SGM. A summary of the particulars of the New Share Option Scheme is contained in Appendix I to this circular.

Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of the adoption of the New Share Option Scheme, the number of Shares that may be issued pursuant to the New Share Option Scheme will be 26,805,000 Shares, being 10 per cent. of the issued share capital of Company as at the Latest Practicable Date. The Company may however obtain approval from its shareholders to refresh the said 10 per cent. limit in accordance with the Listing Rules, provided that the maximum number of Shares to be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes must not exceed 30 per cent. of the issued share capital of the Company from time to time.

3. Value of the Options

The Directors consider that it is inappropriate to value all the Options that can be granted pursuant to the New Share Option Scheme as at the Latest Practicable Date on the ground that certain crucial factors for such valuation are variables which cannot be reasonably determined at this stage. Such factors include without limitation the exercise price, the exercise period and the restrictions, conditions and limitations (if any) imposed by the board of Directors of the Company at its absolute discretion upon the granting of the Options. The Directors consider that any valuation of the Options based on speculative assumptions in respect of such variables would not be meaningful and the results thereof may be misleading to the shareholders. Shareholders should note that the Stock Exchange recommends that estimated valuations of options should be determined by reference to the Black-Scholes option pricing model, the binomial model or a comparable generally accepted methodology.

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LETTER FROM THE BOARD

4. Conditions Precedent

The adoption the New Share Option Scheme is subject to the following conditions:

• (i) the approval of the shareholders of the Company for the adoption of the New Share Option Scheme;

• (ii) the Stock Exchange granting approval for the listing of and permission to deal in any Shares which may fall to be issued and allotted pursuant to the exercise of the Options in accordance with the terms and conditions of the New Share Option Scheme; and

• (iii) the Bermuda Monetary Authority granting approval of any Options which may be granted under the New Share Option Scheme and the allotment and issue of Shares pursuant to the exercise of such Options.

Applications have been made to the Stock Exchange and the Bermuda Monetary Authority for obtaining the approvals mentioned in paragraphs (ii) & (iii) above respectively.

III. SPECIAL GENERAL MEETING

A notice convening the SGM for the purpose of considering and, if thought fit, passing the Ordinary Resolutions is set out in Appendix II to this circular. A form of proxy is enclosed for use by shareholders at the SGM. Shareholders are requested to complete and return the form of proxy to the Company’s Branch Share Registrar in Hong Kong as soon as possible, but in any event not less than 48 hours before the scheduled time of the SGM. The lodging of the form of proxy will not preclude the shareholder from attending the SGM and voting in person should he so wish.

IV. RECOMMENDATION

The Directors believe that the proposed adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme are in the best interests of the Company and its shareholders. Accordingly, the Directors recommend you to vote in favour of all the resolutions to be proposed at the SGM.

V. GENERAL

Your attention is drawn to the Appendices to this circular.

Yours faithfully,

For and on behalf of the Board of

SIS International Holdings Limited

Lim Siam Kwee

Chairman

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APPENDIX I PARTICULARS OF THE NEW SHARE OPTION SCHEME

THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the New Share Option Scheme:

The purpose of the New Share Option Scheme

• (a) The New Share Option Scheme seeks to recognize and acknowledge the contributions or potential contributions made or to be made by the Qualified Persons to the Group, to motivate the Qualified Persons to optimise their performance and efficiency for the benefit of the Group, and to maintain or attract business relationship with the Qualified Persons whose contributions are or may be beneficial to the growth of the Group.

Who may join

• (b) The Board may at its discretion grant Options to any Employee, director (executive or nonexecutive) of any member of the Group or of any Associated Company, or any supplier, agent, customer, business associate, distributor, professional or other adviser of, or consultant or contractor to, any member of the Group.

Price of Shares

• (c) The subscription price (the “Subscription Price”) in relation to each Option under the New Share Option Scheme shall be a price notified by the Board to the respective Qualified Person. Such price shall be the highest of (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotation sheets on the Offer Date; (b) the average of the closing prices of the Shares as stated in the Stock Exchange’s daily quotation sheets for the 5 trading days immediately preceding the Offer Date; or (c) the nominal value of the Shares.

Grant of Option

• (d) An offer of the grant of an Option shall be made to a Qualified Person by letter (the “Offer Letter”) in such form as the Board may from time to time determine specifying the terms and subject to the conditions on which the Option is to be granted. Subject to the terms of the Offer Letter, there shall be no general performance target or minimum holding period to the vesting or exercise of Options.

• (e) An Option shall be deemed to have been granted and accepted and to have taken effect when the duplicate Offer Letter comprising acceptance of the Option duly signed by the Grantee together with a remittance in favour of the Company of HK$10.00 by way of consideration for the grant thereof shall have been received by the Company on or before the last day for acceptance as set out in the Offer Letter.

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APPENDIX I PARTICULARS OF THE NEW SHARE OPTION SCHEME

Maximum number of Shares

• (f) The maximum number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share option schemes of the Company shall not exceed such number of Shares as shall represent 10 per cent (“General Mandate”) of the total number of Shares in issue as at the date when the New Share Option Scheme is approved by the shareholders of the Company in general meeting. For the purpose of calculating the General Mandate, Options which have been lapsed in accordance with the terms of the New Share Option Scheme and any other share option schemes shall not be counted.

• (g) The Company may seek approval by its shareholders in general meeting for refreshing the General Mandate as referred to in paragraph (f) above provided that the total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share option schemes of the Company under the General Mandate as being refreshed must not exceed 10% of the total number of Shares in issue as at the date when such General Mandate is approved by shareholders of the Company. For the purpose of calculating the General Mandate as refreshed, Options previously granted under the New Share Option Scheme and any other share option schemes of the Company, whether outstanding, cancelled, lapsed in accordance with its applicable rules or already exercised, will not be counted.

• (h) The Company may seek separate approval by its shareholders in general meeting for granting Options beyond the General Mandate provided the Options in excess of the General Mandate are granted only to Qualified Persons specifically identified before such approval is sought. A circular will be sent by the Company to its shareholders in accordance with the Listing Rules.

• (i) Notwithstanding any provisions to the contrary, the limit on the number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company must not exceed such number of Shares as shall represent 30% of the Shares in issue from time to time.

• (j) Unless separately approved by shareholders in general meeting in the manner as prescribed in the Listing Rules, the total number of Shares issued and to be issued upon exercise of Options granted to each Qualified Person (including both exercised and outstanding Options) in any 12 month period must not exceed 1% of the Shares then in issue.

Timing for exercise options

• (k) The period during which an Option may be exercised in accordance with the terms of the New Share Option Scheme shall be the period commencing on the second anniversary of the Offer Date and ending on the tenth anniversary thereof.

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APPENDIX I PARTICULARS OF THE NEW SHARE OPTION SCHEME

Rights personal to Grantee

• (l) An Option shall not be sold, transferred, charged, mortgaged, encumbered or created with any interest (legal or beneficial) in favour of any third party or assigned and shall be personal to the Grantee (save that the Qualified Person may nominate a nominee to hold the Shares to be issued pursuant to the exercise of Options granted under the New Share Option Scheme on trust for the sole benefit of such Grantee provided that evidence of such trust arrangement between the Grantee and the nominee shall be provided to the satisfaction of the Company).

Rights on death / ceasing employment

• (m) If the Grantee being an Employee ceases to be a Qualified Person for any reason other than his or her death or termination of his or her employment on one or more of the grounds specified in sub-paragraph (v) of paragraph (u) below or retirement in accordance with the terms of his or her contract of employment or by virtue of any statutory requirement, such Grantee may exercise the Option up to his or her entitlement at the date of cessation (to the extent not already exercised) within the period of 1 month following the date of such cessation, which date shall be the last actual working day with the Company or the relevant Subsidiary or the relevant Associated Company (as the case may be) whether salary is paid in lieu of notice or not.

• (n) If the Grantee (being an individual) ceases to be a Qualified Person by reason of his or her death and, in the case of such Grantee is an Employee, none of the events which would be a ground for termination of his or her employment as specified in sub-paragraph (v) of paragraph (u) below has arisen, the legal personal representative(s) of the Grantee shall be entitled within a period 12 months from the date of death (or such longer period as the Board may determine) to exercise the Option in full (to the extent not already exercised).

• (o) If the Grantee being an Employee ceases to be a Qualified Person by reason of retirement in accordance with the terms of his or her contract of employment or by virtue of any statutory requirement and none of the events which would be a ground for termination of his or her employment as specified in sub-paragraph (v) of paragraph (u) below has arisen, the Grantee shall be entitled within a period of 12 months from the date of retirement (or such longer period as the Board may determine) to exercise the Option up to his or her entitlement (to the extent not already exercised).

• (p) If the Grantee being a non-Employee in the absolute opinion of the Board ceases to be qualified as a Qualified Person by reason of termination of its business relation with the relevant member of the Group or otherwise, such Grantee shall be entitled within a period of 1 month from the date of termination (or such other period as the Board may determine) to exercise the Option up to its entitlement (to the extent not already exercised).

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APPENDIX I PARTICULARS OF THE NEW SHARE OPTION SCHEME

Rights on a compromise or arrangement

• (q) In the event of a compromise or arrangement between the Company and its shareholders or creditors being proposed in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to the Grantee (or his or her legal representative(s)) on the same day as it gives notice of the meeting to its shareholders or creditors to consider such a compromise or arrangement and the Options (to the extent not already exercised) shall become exercisable on such date and the Grantee may at any time thereafter until the earlier of (i) two calendar months after that date or (ii) the date on which such compromise or arrangement is sanctioned by court, exercise any of the Option whether in full or in part, but the exercise of an Option as aforesaid shall be conditional upon such compromise or arrangement being sanctioned by the court and becoming effective. Upon such compromise or arrangement becoming effective, all Options shall lapse except insofar as previously exercised under the New Share Option Scheme. The Company may require the Grantee (or his or her personal representative(s)) to transfer or otherwise deal with the Shares issued as a result of the exercise of Options in these circumstances so as to place the Grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement.

Effect of capital alteration

• (r) In the event of any alteration in the capital structure of the Company whilst any Option remains exercisable, whether by way of capitalization issue, rights issue, consolidation, subdivision or reduction of the share capital of the Company (other than an issue of Shares as consideration in respect of a transaction to which the Company is a party), the Board shall make (and shall notify to the Grantee) such corresponding alterations (if any) in:

• (a) the number or amount of Shares subject to any Option so far as such Option remains unexercised; and/or

• (b) the Subscription Price,

as the auditors shall certify in writing to the Board to be in their opinion fair and reasonable, provided that any alteration shall be made on the basis that the proportion of the issued share capital of the Company to which a Grantee is entitled after such alteration shall remain the same as that to which he was entitled before such alteration, but so that no such alteration shall be made the effect of which would be to enable any Share to be issued at less than its nominal value.

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APPENDIX I PARTICULARS OF THE NEW SHARE OPTION SCHEME

Rights on voluntary winding up

• (s) In the event of an effective resolution being passed for the voluntary winding-up of the Company, the Grantee (or his legal personal representatives) may by notice in writing to the Company within twenty-one (21) days after the date of such resolution elect to be treated as if the Option (to the extent not already exercised) had been exercised immediately before the passing of such resolution either to its full extent or to the extent specified in the notice, such notice to be accompanied by a remittance for the full amount of the Subscription Price for the Shares in respect of which the notice is given, whereupon the Grantee will be entitled to receive out of the assets available in the liquidation pari passu with the holders of Shares such sum as would have been received in respect of the Shares the subject of such election.

Rights on general offer

• (t) If a general offer is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in concert with the offeror) and such offer becomes or is declared unconditional during the Option Period, the Grantee (or his legal personal representatives) shall be entitled to exercise the Option in full (to the extent not already exercised) at any time within fourteen (14) days after the date on which the offer becomes or is declared unconditional.

Lapse of options

• (u) An Option shall lapse automatically (to the extent not already exercised) on the earliest of:

• (i) the expiry of the Option Period;

• (ii) the expiry of the periods referred to in paragraphs (m), (n), (o), (p), (s) and (t);

• (iii) subject to paragraph (s), the date of the commencement of the winding-up of the Company;

• (iv) subject to the scheme of arrangement or compromise becoming effective, the expiry of the periods referred to in paragraph (q);

• (v) the date on which the Grantee being an Employee ceases to be a Qualified Person by reason of the termination of his or her employment on any one or more of the grounds that he or she has been guilty of misconduct, or has committed an act of bankruptcy or has become insolvent or has made any arrangement or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty or on any other ground on which an employer would be entitled to terminate his or her employment at common law or pursuant to any applicable laws or under the Grantee’s service contract with the Company or the relevant Subsidiary or the relevant Associated Company (as the case may be); or

• (vi) the date on which the Grantee commits a breach of paragraph (l);

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APPENDIX I PARTICULARS OF THE NEW SHARE OPTION SCHEME

• (vii) if an Option was granted subject to certain conditions, restrictions or limitations, the date on which the Board resolves that the Grantee has failed to satisfy or comply with such conditions, restrictions or limitations;

• (viii) in respect of the Grantee being a consultant or adviser (whether individual or corporation), the date on which the Board resolves that the consultant or adviser fails to comply with any provisions of the relevant contract, or breaches its fiduciary duty under the common law; or

• (ix) the occurrence of such event or expiry of such period as may have been specifically provided for in the Offer Letter, if any.

Ranking of shares

• (v) The Shares to be allotted upon the exercise of an Option will be subject to all provisions of the memorandum and bye-laws of the Company and the Companies Act 1981 of Bermuda (as amended) for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date of allotment and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of allotment other than any dividends or other distributions previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date of allotment.

Life of the New Share Option Scheme

• (w) The New Share Option Scheme shall be valid and effective for a period of ten (10) years commencing from the date on which the New Share Option Scheme is deemed to take effect in accordance with its terms, after which period no further Options will be granted but the provisions of the New Share Option Scheme shall remain in full force and effect in all other respect.

Alterations of the New Share Option Scheme

• (x) The New Share Option Scheme may be altered by the Board except that any material alteration to its terms and conditions or any change to the terms of Options granted (except where such alterations take effect automatically under the existing terms of the New Share Option Scheme) shall first be approved by the shareholders of the Company in general meeting and the provisions of the New Share Option Scheme which relate to the matters set out in Rule 17.03 of the Listing Rules cannot be altered to the advantage of the Grantees except with the prior sanction of a resolution of the Company in general meeting.

Administration

• (y) The New Share Option Scheme shall be subject to the administration of the Board whose decision as to all matters relating to the New Share Option Scheme or its interpretation or effect (save as otherwise provided) shall be final and binding on all parties affected thereby.

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APPENDIX I PARTICULARS OF THE NEW SHARE OPTION SCHEME

• (z) Without prejudice to any of the provisions of the New Share Option Scheme, the Board may from time to time adopt such operational rules as it may deem fit for the purpose of giving effect to or implementing the New Share Option Scheme including without limitation rules which may restrict the exercise of the Options granted or to be granted in any way or otherwise impose restrictions whatsoever on the part of the Grantee provided always that such operational rules shall not contravene the applicable provisions of the Listing Rules.

• (aa) Any change to the authority of the Board or the administrators of the New Share Option Scheme in relation to any alteration to the terms of the New Share Option Scheme shall be approved by the shareholders of the Company in general meeting.

Options to Related Persons

• (bb) Any grant of Options to a director, chief executive or substantial shareholder of the Company or any of their respective associates (“Related Person”) must be approved by the independent non-executive directors of the Company (excluding independent non-executive director who is the Grantee of such Options).

• (cc) Any grant of Options to a substantial shareholder or an independent non-executive director of the Company or any of their respective associates shall comply with paragraph (dd) if such proposed grant of Options, when aggregated with all Options (whether exercised, cancelled or outstanding) already granted to that Related Person during the 12-month period up to and including the date of such grant of Options, and upon exercise of all such Options so granted to the relevant Related Person, would (i) entitle him or her to receive more than 0.1% of the total issued Shares for the time being; and (ii) represent an aggregate value in excess of HK$5,000,000 (or such higher amount as shall be permissible under the Listing Rules from time to time) based on the closing price of the Shares on the Stock Exchange at the date of each grant.

• (dd) Any grant of Options referred to in paragraph (cc) must, in addition to obtaining the approval of the independent non-executive directors of the Company pursuant to paragraph (bb), be approved by the shareholders of the Company in general meeting where all connected persons of the Company must abstain from voting save and except any connected person may vote against the proposed grant in the general meeting provided that his or her intention so to do has been stated in a circular to be despatched to the shareholders of the Company in accordance with the Listing Rules. Any vote taken at such general meeting to approve the grant of such Options must be taken on a poll.

Cancellation of Options

• (ee) Subject to the consent from the relevant Grantee, the Board may in its discretion cancel Options previously granted to, and yet to be exercised by, such Grantee; provided that if such cancellation of Options is made for the purpose of re-issuing new Options to such Grantee, there must be sufficient available unissued Options (excluding such cancelled Options) for such re-issuance under the General Mandate.

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APPENDIX I PARTICULARS OF THE NEW SHARE OPTION SCHEME

Termination

• (ff) The Company by resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered but the provisions of the New Share Option Scheme shall remain in force in all other respects.

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NOTICE OF SGM

APPENDIX II

SIS INTERNATIONAL HOLDINGS LIMITED 新龍國際集團有限公司[*]

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN THAT a special general meeting of the shareholders of SIS International Holdings Limited (the “ Company ”) will be held at Barker Room, 7th Floor, Conrad Hong Kong, Pacific Place, Queensway, Hong Kong on May 31, 2002 at 4:30 p.m., for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting approval for the listing of and permission to deal in the shares which may fall to be issued by the Company pursuant to the exercise of options granted under the New Share Option Scheme (as defined in the circular despatched to the shareholders of the Company dated the same date as of this Notice) and further conditional upon the Bermuda Monetary Authority granting approval of any Options which may be granted under the New Share Option Scheme and the allotment and issue of Shares pursuant to the exercise of such Options, the New Share Option Scheme (the rules of which are set out in the printed document marked “A” produced to this meeting and for the purpose of identification signed by the Chairman) be and is hereby approved and adopted in replacement of the existing share option scheme adopted by the Company on July 29, 1992 (the “ Existing Share Option Scheme ”) and that the board of directors of the Company be and is hereby authorised to do all such acts and to take all such steps and actions and to execute all such documents on behalf of the Company as may be necessary or expedient in order to give effect to the New Share Option Scheme, including without limitation, to issue and allot shares in the capital of the Company on terms therein mentioned.”

2. “ THAT subject to and conditional upon the passing of Ordinary Resolution No. 1 set out in this Notice and the New Share Option Scheme taking effect in accordance with its terms, the Existing Share Option Scheme be hereby terminated.”

By Order of the Board

SIS International Holdings Limited Lim Siam Kwee

Chairman

Hong Kong, 14th May, 2002

• For identification purpose only

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NOTICE OF SGM

APPENDIX II

Notes:

1. Any member entitled to attend and vote at the special general meeting is entitled to appoint another person as his proxy to attend and, on a poll, vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

2. Where there are joint holders of any share, any one of such joint holders may vote at the special general meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto but if more than one of such joint holders is present at the special general meeting, then one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

3. To be valid, the instrument appointing a proxy, together with a 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 deposited at the Company’s Branch Share Registrar in Hong Kong, Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be). Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or at any adjourned meeting.

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