Coastal Greenland Limited — Proxy Solicitation & Information Statement 2003

May 9, 2003

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 together with the enclosed form of proxy 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.

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

(Incorporated in Bermuda with limited liability)

AMENDMENTS TO THE BYE-LAWS OF SiS INTERNATIONAL HOLDINGS LIMITED

A notice convening a special general meeting of the shareholders of SiS International Holdings Limited to be held at Barker Room, 7th Floor, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on May 30, 2003 immediately after the conclusion of the annual general meeting of the Company to be held on the same date is set out in Appendix I 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 Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, 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 or any adjourned meeting should you so wish.

• For identification purpose only

April 26, 2003

INDEX

Page	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

“Board”

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

“Bye-laws”

the bye-laws of the Company

• “CCASS”

the Central Clearing and Settlement System established and operated by HKSCC

“CCASS Rules” The General Rules of CCASS as may be amended or modified from time to time and where the context so permits, shall include the operational procedures of HKSCC

“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

“Eligible Securities” an issue of securities which is from time to time accepted as eligible by HKSCC for deposit, clearance and settlement in CCASS, in accordance with CCASS Rules, and where the context so requires shall include any particular security or securities of such an issue

• “HKSCC”

Hong Kong Securities Clearing Company Limited

• “HKSCC Nominees Limited” a wholly-owned subsidiary of HKSCC

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

“Listing Rules”

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

• “Notice of SGM”

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

• “Securities and Futures (Clearing Houses) Ordinance

the Securities and Futures (Clearing Houses) Ordinance (Cap. 420 of the laws of Hong Kong), which was repealed on April 1, 2003

• “Securities and Futures Ordinance”

the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

• For identification purpose only

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DEFINITIONS

a special general meeting of the Company to be held at Barker Room, 7th Floor, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on May 30, 2003 Hong Kong immediately after the conclusion of the annual general meeting of the Company to be held on the same date or any adjournment thereof

“SGM” a special general meeting of the Company to be held at Barker Room, 7th Floor, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on May 30, 2003 Hong Kong immediately after the conclusion of the annual general meeting of the Company to be held on the same date or any adjournment thereof “Shareholders” shareholders of the Company “Special Resolution” the proposed special resolution as referred to in the Notice of SGM “Stock Exchange” The Stock Exchange of Hong Kong Limited

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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.

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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 April 26, 2003

To the Shareholders

Dear Sir or Madam,

AMENDMENTS TO THE BYE-LAWS OF SiS INTERNATIONAL HOLDINGS LIMITED

Amendments of the Bye-laws

On April 1, 2003, the Securities and Futures (Clearing Houses) Ordinance has been repealed and the Securities and Futures Ordinance has come into effect. Prior to the repeal of the Securities and Futures (Clearing Houses) Ordinance, HKSCC is a recognised clearing house within the meaning of section 2 of this Ordinance. On the commencement of the Securities and Futures Ordinance, HKSCC shall, instead, be deemed to have been recognised as a clearing house under the Securities and Futures Ordinance.

• For identification purpose only

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LETTER FROM THE BOARD

In view of the coming into effect of the Securities and Futures Ordinance, the Bye-laws have been reviewed in light of the application for admission of the securities of the Company as Eligible Securities by HKSCC. After such review, the Company decides to have the Bye-laws amended in order to ensure that (i) the imprinted signatures on behalf of HKSCC Nominees Limited (or any successor thereto) on transfer deeds, whether as a transferor or a transferee will continue to be accepted and (ii) HKSCC and/or its nominees can appoint multiple proxies or corporate representatives to attend and vote at any meetings of the shareholders or any meeting of any class of shareholders as if they were individual members and are not required to produce documents of title and notarised authorisation.

Consequently, a special resolution for amendments to Bye-laws 1, 41(A) and 41(B) and the introduction of new Bye-law 86A to supplement the present form of Bye-laws will be proposed at the SGM.

Recommendation

The Directors believe that the proposed amendments to the Bye-laws are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend that at the SGM, the Shareholders should vote in favour of the resolution in the terms as set out in the Notice of SGM.

Special General Meeting

A notice convening the SGM for the purpose of considering and, if thought fit, passing the Special Resolution is set out in Appendix I 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.

General

Your attention is drawn to the Appendix I 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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NOTICE OF SGM

APPENDIX I

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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, 88 Queensway, Hong Kong on May 30, 2003 immediately after the conclusion of the annual general meeting of the Company to be held on the same date, for the purpose of considering and, if thought fit, passing the following resolution as a special resolution:

SPECIAL RESOLUTION

“THAT:

• (a) the following new definition of “clearing house” be added to Bye-law 1 after the definition of “capital”

“clearing house” a recognised clearing house within the meaning of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong) or 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.

• (b) Bye-law 41(A) of the Company’s Bye-laws be deleted and replaced with the following:

• ‘41. (A) Subject to the Act, all transfers of shares may be effected by an instrument of transfer in writing in any usual or common form or in any other form acceptable to the Directors and may be under hand only or if the transferor or the transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time.’

• (c) Bye-law 41(B) of the Company’s Bye-laws be deleted and replaced with the following:

• ‘41. (B) The instrument of transfer shall be executed by or on behalf of both the transferor and the transferee provided that the Directors may dispense with the execution of the instrument of transfer by the transferee in any case which they think fit in their discretion to do so. Without prejudice to Bye-law 41(A), the Directors may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers.’

• For identification purpose only

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NOTICE OF SGM

APPENDIX I

• (d) the following Bye-law 86A be added to the Company’s Bye-laws after Bye-law 86:

• ‘86A. If permitted by the Act and without limiting the generality of Bye-law 86, if a clearing house (or its nominee) is a member of the Company, it (or as the case may be, its nominee) may authorise such person or persons as it thinks fit to act as its proxy and proxies or representative or representatives at any meeting of the Company or at any meeting of any class of members of the Company provided that, if more than one person is so authorised, the proxy form or authorisation shall specify the number and class of shares in respect which each such person is so authorised. Each person so authorised under the provisions of this Bye-law shall be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual member of the Company, and on a show of hands, each such person shall be entitled to a separate vote notwithstanding any contrary provisions contained in these Byelaws. The number of persons a clearing house (or its nominee(s)) may appoint to act as its representative or representatives shall not exceed the number of shares held by that clearing house (or its nominee), being shares in respect of which there is an entitlement to attend and vote at the relevant meeting. ”

By Order of the Board SiS International Holdings Limited Lim Siam Kwee Chairman

Hong Kong, April 26, 2003

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 Ground Floor, 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 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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