Coastal Greenland Limited — Proxy Solicitation & Information Statement 2004

Jan 30, 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 stockbroker or other registered or licensed person in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your ordinary 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 or transfer 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

(Incorporated in Bermuda with limited liability)

DISCLOSEABLE TRANSACTION

PROPOSED ACQUISITION OF COMMERCIAL PREMISES AT 7/F, UNITED CENTRE, NO. 95 QUEENSWAY, HONG KONG

30th January, 2004

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Details of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Consideration and Terms of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Reasons for the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Financial Effects of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6.	Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix – Statutory and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5

DEFINITIONS

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

• “Acquisition”

the proposed acquisition by the Purchaser of the Property

• “Agreement”

the sale and purchase agreement entered into between the Purchaser and the Vendor on 20th January, 2004 for the sale and purchase of the Property

• “associate”

has the meaning as defined in the Listing Rules

• “Company”

SiS International Holdings Limited, a public company incorporated in Bermuda with limited liability and whose shares of HK$0.10 each are listed on the Stock Exchange

• “Completion” completion of the Acquisition pursuant to the terms of the Agreement

“Completion Date” the date of Completion which will be on or before 31st March, 2004

• “Consideration”

• HK$63,800,000 in aggregate being the total consideration payable by the Purchaser to the Vendor under the Acquisition

• “Directors” directors of the Company

• “Group”

• the Company and its subsidiaries

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Property”

• Carpark Nos. 1-64 on the 7th Floor of United Centre, No. 95 Queensway, Hong Kong

• “Provisional Agreement”

the provisional agreement for sale and purchase dated 14th January 2004 entered into between the Vendor and the Company for the purchase by the Purchaser of the Property

“Purchaser”

• SiS HK Limited, a company incorporated in Hong Kong, being a wholly-owned subsidiary of the Company

• “SFO”

• Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“Shareholder(s)”

holder(s) of issued Share(s)

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DEFINITIONS

share(s) of HK$0.10 each in the share capital of the Company The Stock Exchange of Hong Kong Limited

“Share(s)” “Stock Exchange” “subsidiary”

“subsidiary” has the meaning ascribed thereto in the Listing Rules “Vendor” Pearsen Limited, a company incorporated in Hong Kong not being connected to the Company or any of the Directors, chief executives or substantial Shareholders of the Company or its subsidiaries or their respective associates “HK$” and “cents” Hong Kong dollars and cents respectively

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LETTER FROM THE CHAIRMAN

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SiS INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

Directors: Lim Siam Kwee Lim Kiah Meng Lim Kia Hong Lim Hwee Hai Lim Hwee Noi Lee Hiok Chuan Woon Wee Teng

Principal Hong Kong office: 301, 3rd Floor Eastern Harbour Centre 28 Hoi Chak Street Quarry Bay Hong Kong

• Independent non-executive director

30th January, 2004

To the Shareholders

Dear Sir/Madam,

DISCLOSEABLE TRANSACTION – PROPOSED ACQUISITION OF COMMERCIAL PREMISES AT 7/F, UNITED CENTRE, NO. 95 QUEENSWAY, HONG KONG

1. INTRODUCTION

On 16th January, 2004, the Directors announced that the Company had entered into a Provisional Agreement with the Vendor on 14th January, 2004 for the proposed acquisition of the Property at a total cash consideration of HK$63,800,000. In accordance with the terms of the Provisional Agreement, the Purchaser had on 20th January, 2004 entered into an Agreement with the Vendor regarding the Acquisition. The Vendor is a company incorporated in Hong Kong, which is independent of the Company, its Directors, chief executives and substantial Shareholders of the Company and its subsidiaries and their respective associates.

Pursuant to the Agreement, the Vendor has agreed to sell, and the Purchaser the agreed to purchase, the Property subject to the terms and conditions of the Agreement.

The Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to provide you with further information in relation to the Acquisition.

2. DETAILS OF PROPERTY

The Property comprises Carpark Nos. 1-64 on the 7th Floor of United Centre, No. 95 Queensway, Hong Kong. The Property is for carpark use and is a leasehold property located in Central, which is a commercial area in Hong Kong. The Property has a total gross floor area of approximately 37,768

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LETTER FROM THE CHAIRMAN

square feet. The Property is currently leased and the Purchaser will purchase the Property together with existing tenancy. Terms of the existing tenancy are as follows:

Name of tenant: Green Parking Limited (an independent party not being connected to the Company or any of the Directors, chief executive or substantial Shareholders of the Company or its subsidiaries or their respective associates)

Term: Two years from 1st March, 2003, with option to renew for 1 year Rental per year: HK$4,200,000

3. CONSIDERATION AND TERMS OF PAYMENT

The aggregate amount payable by the Purchaser for the Acquisition is HK$63,800,000.

Pursuant to the terms of the Agreement, the terms of payment of the Consideration are as follows:

• (1) HK$4,000,000 has been paid on the signing of the provisional agreement on 14th January, 2004;

• (2) HK$2,380,000 has been paid on the signing of the Formal Agreement for Sale and Purchase on 20th January, 2004; and

• (3) HK$57,420,000 is payable on the Completion Date on or before 31st March, 2004.

The Company currently intends to pay approximately 40% of the consideration through internal funding and approximately 60% of it through bank loans.

The consideration was arrived at on a willing-buyer, willing-seller basis after arm’s length negotiations, having taken into account the current market prices. The Company has not engaged any independent valuer to do any valuation on the Property.

4. REASONS FOR THE ACQUISITION

The Group is principally engaged in the distribution of computer products and provision of technical consultancy services, as well as the provision of hardware and software and corporate management services. The reason for the Acquisition is for long-term investment purpose. The Company intends to continue to lease the Property to independent third party after the existing tenancy agreement expires. The Directors believe the investment in the Property can help to provide higher return to Shareholders and to diversify business of the Company. The Directors, including independent non-executive directors, consider that the Acquisition is fair and reasonable in light of the current property market condition and is in the best interest of the Company.

5. FINANCIAL EFFECTS OF THE ACQUISITION

The Acquisition is not expected to have any material impact on the net tangible assets per Share of the Company or its earnings per Share for the financial year ending 31st December, 2004. The Directors also do not expect any material impact on the assets and liabilities of the Company.

6. FURTHER INFORMATION

Your attention is drawn to the appendix to this circular which contains statutory and general information regarding the Company.

Yours faithfully, LIM Siam Kwee Chairman

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STATUTORY AND GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purposes 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 herein misleading.

2. DISCLOSURE OF INTERESTS

• (a) Interests and short positions of the Directors in the share capital and/or debenture of the Company and its associated corporations

As at 28th January, 2004, being the latest practicable date, the beneficial interests (including interests and short positions in the Shares, underlying Shares and debentures) of the Directors in the shares or securities of the Company or any associated corporation (within the meaning of Part XV of the SFO) which will be required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have taken under such provisions of the SFO), or which will be required, pursuant to section 352 of the SFO, to be entered in the register referred to in that section, or will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

The Company

Long position in Shares

			Approximate
			percentage of
Name of Director	Number of Shares	Nature of interest	interest (%)
Lim Siam Kwee	8,424,400	Beneficial	3.14%
Lim Kiah Meng	2,531,200	Beneficial	0.94%
	178,640,000	Deemed interest of	66.52%
	(note)	controlled company
Lim Kia Hong	2,531,200	Beneficial	0.94%
	178,640,000	Deemed interest of	66.52%
	(note)	controlled company
Lim Hwee Hai	2,531,200	Beneficial	0.94%
Lim Hwee Noi	2,276,000	Beneficial	0.85%

Note: Gold Sceptre Limited holds 140,360,000 Shares and Kelderman Limited, Valley Tiger Limited and Swan River Limited each holds 12,760,000 Shares. Mr. Lim Kiah Meng and Mr. Lim Kia Hong and their spouses together own 40.5% and 39.5% respectively of the issued share capital of Summertown Limited which owns the entire issued share capital of each of the above-mentioned companies.

Save as disclosed above, the Directors are not aware of any beneficial interests (including interests and short positions in the Shares, underlying Shares and debentures) of the Directors in the shares or securities of the Company or any associated corporation (within the meaning of Part XV of the SFO) which will be required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which

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STATUTORY AND GENERAL INFORMATION

APPENDIX

they are taken or deemed to have taken under such provisions of the SFO), or which will be required, pursuant to section 352 of the SFO, to be entered in the register referred to in that section, or will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules, to be notified to the Company and the Stock Exchange.

• (b) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO and substantial shareholders (as defined in the Listing Rules) of other members of the Group

So far as is known to the Directors according to the register required to be kept under section 336 of the SFO, no person, not being a Director or chief executive of the Company, has an interest or short position in the Shares or underlying Shares of the Company which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of part XV of the SFO or are directly or indirectly interested in 10% or more of the normal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group (which is discloseable under the Listing Rules).

• (c) Save as disclosed in the Company’s annual report 2002, none of the Directors is materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which is significant in relation to the business of the Group.

• (d) As at 28th January, 2004 none of the Directors had any direct or indirect interest in any asset which had been acquired, or disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group, since 31st December, 2002, the date to which the latest published audited financial statements of the Group were made up.

3. LITIGATION

No member of the Group is engaged in any litigation or arbitration proceedings of material importance and there is no litigation or claim of material importance known to the Directors to be pending or threatened by or against any member of the Group.

4. DIRECTORS’ INTEREST IN SERVICE CONTRACTS

None of the Directors had entered into any service agreements with any member of the Group (excluding contracts expiring or determinable by the employer with 1 year without payment of compensation (other than statutory compensation)).

5. MISCELLANEOUS

• (a) The registered office of the Company is located at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda.

• (b) The principal place of business of the Company in Hong Kong is at 301, Eastern Harbour Centre, 28 Hoi Chak Street, Quarry Bay, Hong Kong.

• (c) The Hong Kong branch share registrars and transfer office of the Company is Secretaries Limited, Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

• (d) The secretary of the Company is Ms. Chu Chung Yi who is a fellow member of Association of Chartered Accountant and an associate member of each of Hong Kong Society of Accountants, The Hong Kong Institute of Company Secretaries and The Institute of Chartered Secretaries & Administrators.

• (e) The English text of this circular shall prevail over the Chinese text.

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