Comba Telecom Systems Holdings Limited — AGM Information 2006

Apr 28, 2006

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 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 GFT Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or 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 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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RE-ELECTION OF RETIRING DIRECTORS

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

REFRESHMENT OF THE LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of GFT Holdings Limited to be held at Ming Room I, 4/F., Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on 20 June 2006 at 3:30 p.m. is set out on pages 12 to 15 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy, in accordance with the instructions printed thereon, as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting or any adjournment thereof to the head office and principal place of business of the Company at Unit A9, 3/F., Block A, Hong Kong Industrial Center, 489-491 Castle Peak Road, Kowloon, Hong Kong. Completion and delivery of the form of proxy shall not preclude you from attending and voting at the meeting should you so wish.

28 April 2006

* for identification purpose only

CONTENTS

	Page
DEFINITIONS...................................................................................................................	1
LETTER FROM THE BOARD.......................................................................................	3
APPENDIX I — PARTICULARS OF DIRECTORS PROPOSED FOR
RE-ELECTION ..........................................................................	7
APPENDIX II — EXPLANATORY STATEMENT..................................................	9
NOTICE OF ANNUAL GENERAL MEETING...........................................................	12

– i –

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held on 20
	June 2006, Tuesday, at 3:30 p.m. or any adjournment thereof
“associates”	the meanings ascribed to it under the Listing Rules
“Board”	the board of Directors
“Bye-laws”	the bye-laws of the Company
“Company”	GFT Holdings Limited, an exempted company incorporated in
	Bermuda with limited liability, the Shares of which are listed
	on the Stock Exchange
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Issue Mandate”	the general mandate proposed to be granted to the Directors to
	exercise the powers of the Company to allot, issue and deal
	with new Shares as set out in the notice of the AGM
“Latest Practicable Date”	24 April 2006, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Repurchase Mandate”	the general mandate proposed to be granted to the Directors to
	exercise the powers of the Company to repurchase Shares as
	set out in the notice of the AGM
“Share Option Scheme”	the share option scheme adopted by the Company on 17
	September 2004
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company

– 1 –

DEFINITIONS

“Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “%” per cent.

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LETTER FROM THE BOARD

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Executive Directors: Leung Wai Ho (Chairman) Wong Chung Shun (Deputy Chairman) Ha Kee Choy, Eugene

Independent Non-executive Directors: Chui Chi Yun, Robert Lam Kwok Cheong Lai Wing Leung, Peter

Registered office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Head office and principal place of business in Hong Kong: Unit A9, 3/F., Block A Hong Kong Industrial Center 489-491 Castle Peak Road Kowloon, Hong Kong

28 April 2006

To the Shareholders and option holders (for information only)

Dear Sir or Madam,

RE-ELECTION OF RETIRING DIRECTORS

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

REFRESHMENT OF THE LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

This circular contains information relating to the re-election of the Directors retiring at the AGM, the Issue Mandate, the Repurchase Mandate and the refreshment of the general limit on the grant of options under the Share Option Scheme so as to provide all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions proposed at the AGM.

* for identification purpose only

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-laws 99 of the Bye-laws, Mr. Leung Wai Ho and Mr. Wong Chung Shun will retire by rotation at the AGM and, being eligible, offer themselves for re-election. Information on the retiring Directors proposed to be re-elected at the AGM as required to be disclosed under the Listing Rules is set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE SHARES

To facilitate future allotment and issue of Shares by the Directors on behalf of the Company, an ordinary resolution will be proposed at the AGM to grant to the Directors a general and unconditional mandate to allot, issue and deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the proposed resolution of the Issue Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,578,540,000 Shares. Subject to the passing of the resolution approving the Issue Mandate and on the basis that no further Share are issued or repurchased prior to the AGM, the Company would be authorised to allot, issue and deal with up to a maximum of 315,708,000 new Shares.

In addition, if the Repurchase Mandate is granted, a separate ordinary resolution will be proposed at the AGM to extend the number of Shares which may be allotted, issued and dealt with under the Issue Mandate by the number of Shares repurchased under the Repurchase Mandate (up to a maximum of 10% of the issued share capital of the Company as at the date of the grant of the Repurchase Mandate).

GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the AGM to grant to the Directors authority to repurchase Shares up to 10% of the issued share capital of the Company as at the date of passing the proposed resolution of the Repurchase Mandate. An explanatory statement as required under the Listing Rules to provide the requisite information concerning the Repurchase Mandate is set out in Appendix II to this circular.

REFRESHMENT OF THE LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

The Share Option Scheme was approved and adopted by the Shareholders in the special general meeting of the Company held on 17 September 2004. Under the rules of the Share Option Scheme, the total number of Shares which may be issued upon exercise of all options (excluding options lapsed in accordance with the Share Option Scheme and any other share option scheme of the Company) to be granted under the Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 10% of the Shares in issue as at the date of approval of the Share Option Scheme (“Scheme Limit”).

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LETTER FROM THE BOARD

The Scheme Limit may be refreshed by obtaining approval of the Shareholders in general meeting provided that the refreshed limit shall not exceed 10% of the Shares in issue as at the date of approval of such limit (“Refreshed Limit”). Options previously granted under the Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the relevant scheme or exercised options) shall not be counted for the purpose of calculating the Refreshed Limit.

Notwithstanding the foregoing, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time.

As at the Latest Practicable Date, the Company does not have any share option schemes other than the Share Option Scheme. Based on the total number of Shares in issue as at 17 September 2004, being the date on which the Share Option Scheme is adopted, the Scheme Limit is 127,854,000 Shares. As at the Latest Practicable Date, options carrying rights to subscribe 115,068,600 Shares were granted under the Share Option Scheme and the options carrying rights to subscribe 12,785,400 Shares were lapsed. As none of the other options granted has been exercised, the number of Shares that may be issued upon exercise of the outstanding options is 102,283,200. Unless the Scheme Limit is refreshed, the Company may only grant options which carrying rights to subscribe up to a total of 25,570,800 Shares, representing approximately 1.6% of the Shares in issue as at the Latest Practicable Date.

As the purpose of the Share Option Scheme is to provide incentives and rewards to employees and eligible persons for their contributions to the Group, the Directors consider that the refreshment of the Scheme Limit is in the interests of the Company and the Shareholders as it enables the Company to have more flexibility in providing incentives to those eligible persons by way of granting of options.

Based on the issued share capital of 1,578,540,000 Shares as at the Latest Practicable Date and assuming that no further Shares will be issued prior to the AGM, the Refreshed Limit will enable the Company to grant options carrying rights to subscribe for up to a total of 157,854,000 Shares under the Share Option Scheme. An ordinary resolution will be proposed at the AGM to refresh the Scheme Limit to 10% of the issued share capital of the Company at the date of the AGM.

The refreshment of the Scheme Limit is conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders at the AGM to approve the Refreshed Limit; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the new Shares which may be issued upon exercise of options to be granted under the Refreshed Limit.

Application has been made to the Stock Exchange for the listing of, and permission to deal in, the new Shares which may be issued upon exercise of options to be granted under the Refreshed Limit.

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LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING POLL

In accordance with the Bye-laws, resolutions proposed at the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

• (a) by the chairman of the meeting;

• (b) by at least three shareholders present in person (or, in case of a shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting;

• (c) by any shareholder or shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy representing not less than onetenth of the total voting rights of all the shareholders having the right to vote at the meeting; or

• (d) by any shareholder or shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised 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.

AGM

A notice convening the AGM is set out in this circular. A form of proxy for use at the AGM is enclosed in this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy, in accordance with the instructions printed thereon, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof to the head office and principal place of business of the Company at Unit A9, 3/F., Block A, Hong Kong Industrial Center, 489-491 Castle Peak Road, Kowloon, Hong Kong. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting.

RECOMMENDATIONS

The Directors consider that the proposed re-election of the retiring Directors, the Issue Mandate, the Repurchase Mandate and the refreshment of the Scheme Limit are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully, For and on behalf of the Board GFT Holdings Limited Leung Wai Ho Chairman

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APPENDIX I

PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

The particulars of the retiring Directors proposed for re-election at the AGM are set out as follows:

1. Mr. Leung Wai Ho , aged 50, joined the Company as the chairman and executive director in November 2003 and is the director of certain subsidiaries of the Company. Mr. Leung has over 20 years of experience in manufacturing and trading of toys and electronics products. He does not hold any directorship in any listed company in the last three years. Mr. Leung does not have any relationship with any other Director, senior management, substantial or controlling shareholders of the Company.

Mr. Leung has not entered into any service contract with the Company. There is no specific term or proposed length of services for Mr. Leung’s appointment. Mr. Leung’s emoluments as director of the Company are determined with reference to his experience and responsibilities in the Company, the Company’s performance and prevailing market situation and be authorised by the Shareholders at annual general meetings. The total amount of Mr. Leung’s emoluments, inclusive of allowance and benefits in kind, is approximately HK$712,000 for the year ended 31 December 2005.

As at the Latest Practicable Date, Mr. Leung has personal interests in 22,500,000 Shares and 1,278,540 share options of the Company. He is also deemed to have corporate interest in 330,560,000 Shares held by Charm Management Limited, a substantial shareholder of the Company. Mr. Leung is thus deemed to be interested in approximately 22.4% of the issued share capital of the Company. Save as disclosed herein, Mr. Leung does not have any interest in the Shares within the meaning of part XV of the Securities and Future Ordinance.

Save as disclosed above, there is no other information relating to the re-election of Mr. Leung as the director of the Company that is required to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules nor any matters that need to be brought to the attention of the Shareholders.

1. Mr. Wong Chung Shun , aged 50, joined the Company as the deputy chairman and executive director in November 2003 and is the director of certain subsidiaries of the Company. Mr. Wong has over 22 years of experience in the banking industry and is currently engaged in trading of toys and electronics products. He does not hold any directorship in any listed company in the last three years. Mr. Wong does not have any relationship with any other Director, senior management, substantial or controlling shareholders of the Company.

Mr. Wong has not entered into any service contract with the Company. There is no specific term or proposed length of services for Mr. Wong’s appointment but he is subject to retirement by rotation and eligible for re-election at annual general meetings of the Company in accordance with the bye-laws of the Company. Mr. Wong’s emoluments as director of the Company are determined with reference to his experience and responsibilities in the Company, the Company’s performance and prevailing market situation and be authorised by the Shareholders at annual general meetings. The total amount of Mr. Wong’s emoluments, inclusive of allowance and benefits in kind, is approximately HK$647,000 for the year ended 31 December 2005.

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PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

As at the Latest Practicable Date, Mr. Wong has personal interests in 22,500,000 Shares and 1,278,540 share options of the Company. He is also deemed to have corporate interest in 330,560,000 Shares of the Company held by Charm Management Limited, a substantial shareholder of the Company. Mr. Wong is thus deemed to be interested in approximately 22.4% of the issued share capital of the Company. Save as disclosed herein, Mr. Wong does not have any interest in the Shares of the Company within the meaning of part XV of the Securities and Future Ordinance.

Save as disclosed above, there is no other information relating to the re-election of Mr. Wong as the director of the Company that is required to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules nor any matters that heed to be brought to the attention of the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX II

This explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules, serves to provide Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,578,540,000 Shares. Subject to the passing of the resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be authorised to repurchase up to a maximum of 157,854,000 Shares.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Repurchase may, depending on market conditions and funding arrangement at the time, result in enhancement of the net assets value and/or earnings per Share and will only be made when the Directors consider that such repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Repurchase will only be made out of funds which are legally available for such purpose in accordance with the memorandum of association of the Company and the Bye-laws and the laws of Bermuda. Under Bermuda law, a company may repurchase its shares out of the capital paid up on the relevant shares or out of the funds of the company which would otherwise be available for dividend or distribution or out of the proceeds of a new issue of shares made for the purposes of the repurchase. Any premium payable may only be paid out of funds of the company which would otherwise be available for dividend or distribution or out of the company’s share premium account.

As compared with the financial position disclosed in the latest published audited financial statements of the Company as at 31 December 2005, there might have adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate was to be exercised in full. However, the Directors do not propose to make any repurchase to the extent that would have a material adverse effect on the working capital requirement or gearing level of the Company which, in the opinion of the Directors, are from time to time appropriate for the Company.

4. EFFECT OF THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of repurchase of Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s voting right at the time, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX II

As at the Latest Practicable Date, each of Mr. Leung Wai Ho (“Mr. Leung”) and Mr. Wong Chung Shun (“Mr. Wong”) beneficially owned 22,500,000 Shares. In additions, Mr. Leung and Mr. Wong have beneficial interests in 330,560,000 Shares held by Charm Management Limited. Accordingly, Mr. Leung and Mr. Wong have interest in 375,560,000 Shares, representing approximately 23.8% of the issued share capital of Company.

Assuming that there are no changes to the issued share capital of the Company and to the shareholding of Mr. Leung and Mr. Wong, exercise of the Repurchase Mandate in full will increase the shareholding of Mr. Leung and Mr. Wong in the Company to approximately 26.4%. It will not give rise to an obligation for Mr. Leung and Mr. Wong to make a mandatory offer under Rule 26 of the Takeovers Code.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months prior to Latest Practicable Date were as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
2005
April	0.087	0.063
May	0.094	0.073
June	0.099	0.077
July	0.089	0.076
August	0.128	0.074
September	0.133	0.109
October	0.167	0.120
November	0.143	0.103
December	0.122	0.095
2006
January	0.126	0.107
February	0.116	0.103
March	0.106	0.089
April (up to the Latest Practicable Date)	0.093	0.069

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EXPLANATORY STATEMENT

APPENDIX II

6. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates have any present intention to sell any of the Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the laws of Bermuda.

The Company has not purchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

No connected persons (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Company is authorised to repurchase Shares.

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NOTICE OF ANNUAL GENERAL MEETING

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NOTICE IS HEREBY GIVEN that the Annual General Meeting of GFT Holdings Limited (the “Company”) will be held at Ming Room I, 4/F., Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on 20 June 2006, Tuesday, at 3:30 p.m. for the purpose of transacting the following business:

1. To receive and consider the audited financial statements and the reports of the Directors and of the auditors for the year ended 31 December 2005.

2. To re-elect the following retiring Directors of the Company and to authorize the board of Directors to fix their remuneration:

3. (a) Mr. Leung Wai Ho; and

4. (b) Mr. Wong Chung Shun.

5. To re-appoint Messrs. Deloitte Touche Tohmatsu as auditors of the Company and to authorize the board of Directors to fix their remuneration.

And as special business, to consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

1. “ THAT :

2. (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the “Shares”) and to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any other securities which carry rights to subscribe for and are convertible into Shares) which would or might require the exercise of such power, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorised the Directors during the Relevant Period to make or grant offers, agreements and option (including bonds, warrants, debentures, notes and any other securities which carry rights to subscribe for and are convertible into Shares) which would or might require the exercise of such power after the end of the Relevant Period;

* for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any securities which are convertible into Shares; (iii) the exercise of options granted under the share option scheme or similar arrangement of the Company; or (iv) an issue of shares as scrip dividends pursuant to the bye-laws of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the date of 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 the bye-laws of the Company or any applicable laws to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

“Right Issues” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may regard to any legal restrictions under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong).”

5. “ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of share which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution, “Relevant Period” means the period from the date of 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 the bye-laws of the Company or any applicable laws to be held; or

  • (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• “ THAT conditional upon the passing of resolutions numbers (4) and (5) above, the general mandate granted to the Directors to allot, issue and deal with any additional Shares pursuant to resolution number (4) above be and is hereby extended by the addition thereto of the total nominal amount of Shares which may be purchased by the Company under the authority granted pursuant to resolution (5) above, provided that such amount of Shares so purchased shall not exceed 10% of the total nominal amount of the share capital of the Company in issue as at the date of passing this resolution.”

• “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the shares of the Company which may be issued pursuant to the exercise of options granted under the share option scheme of the Company adopted on 17 September 2004 (the “Scheme”), provided that the total number of Shares which may be allotted and issued upon exercise of the options granted under the Scheme and any other share option schemes of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Scheme) shall not exceed 10% of the Shares in issue as at the date of passing this resolution (the “Refreshed Limit”), the refreshment of the limit on the grant of options under the Scheme be and is hereby approved and any Director be and is hereby authorised to do all such acts and execute such document to effect the Refreshed Limited.”

By Order of the Board GFT Holdings Limited Leung Wai Ho Chairman

Hong Kong, 28 April 2006

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

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

2. In order to be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, shall be deposited to the head office and principal place of business of the Company at Unit A9, 3/F., Block A, Hong Kong Industrial Center, 489-491 Castle Peak Road, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Particulars of the retiring Directors proposed for re-election are set out in Appendix I to this circular which this notice forms part.

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