CPM Group Limited — Proxy Solicitation & Information Statement 2000

Aug 18, 2000

UBA Investments Limited

開明投資有限公司*

(Incorporated in the Cayman Islands with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of UBA Investments Limited (the "Company") will be held at 2nd Floor, Wah Kit Commercial Centre, 302 Des Voeux Road Central, Hong Kong on Friday, September 29, 2000 at 9:30 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the period from June 8, 1999 to March 31, 2000.

2. To elect directors and to fix the directors' remuneration.

3. To appoint auditors and to authorise the board of directors to fix their remuneration.

4. As special business, to consider and, if thought fit, pass with or without modification the following resolution as an Ordinary Resolution:

(i) "THAT the authorised share capital of the Company be and is hereby increased from HK$5,000,000 to HK$20,000,000 by the creation of an additional 1,500,000,000 new shares of HK$0.01 each in the share capital of the Company."

(ii) "THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting listing of, and permission to deal in, the new shares of HK$0.01 each in the capital of the Company (the "Bonus Shares") to be issued pursuant to this resolution, upon the recommendation of the directors of the Company ("Directors"), a sum of HK$9,000,000 standing to the credit of the share premium account of the Company in issue on September 29, 2000 be capitalised and the Directors be and are hereby authorised to apply such sum in paying up in full at par such number of Bonus Shares to be allotted and credited as fully paid to the shareholders of the Company whose names appear on the register of members of the Company on September 29, 2000 ("Record Date") on the basis of nine Bonus Shares for every one Shares held by such shareholders on the Record Date and that the Bonus Shares shall rank pari passu in all respects with the existing issued Shares."

(iii) "THAT conditional upon the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Warrants (as defined below) and any new shares of HK$0.01 each in the capital of the Company ("Shares") which may be issued upon the exercise of the subscription rights attaching to the Warrants, the Directors be and are hereby authorised:

(a) to create and issue warrants ("Warrants") to subscribe for new Shares at any time on or after the issue date thereof but not later than June 30, 2002 (both dates inclusive) at an initial subscription price of HK$0.12 per Share, subject to adjustments, on the terms and conditions set out in the instrument constituting the Warrants (the "Warrant Instrument") and a circular to be dated on or about August 31, 2000 (the "Circular") sent to the shareholders of the Company (a draft copy of each of the Warrant Instrument and a copy of the Circular is produced to the meeting marked "A" and "B" respectively and signed by the Chairman of the meeting for the purpose of identification) by way of bonus to and among shareholders whose names appear on the register of members of the Company at the close of business on September 29, 2000 in the proportion of one Warrant for every five Shares as enlarged by the proposed bonus issue provided that: (i) in the case of those shareholders whose addresses are outside Hong Kong at the close of business on September 29, 2000, the relevant Warrants shall not be issued to such persons but shall be aggregated and issued to a nominee to be named by the Directors and such Warrants shall be sold in the market as soon as practicable after dealings in the Warrants commence if a premium, net of expenses, can be obtained and the net proceeds of sale, after deduction of expenses, shall be distributed to such persons at their own risk pro rata to their respective shareholdings unless the amount to be distributed to any such person is less than HK$100 in which case such amount shall be retained for the benefit of the Company and (ii) no fractional entitlements shall be issued, but shall be aggregated and sold for the benefit of the Company;

(b) to allot and issue to holders of the Warrants, upon the due exercise of the subscription rights attaching thereto, the appropriate number of new Shares in accordance with the provisions of the Warrant Instrument and such new Shares shall, upon issue, rank pari passu in all respects with the then existing Shares on the relevant subscription dates;

(c) to affix the common seal of the Company to and to sign the Warrant Instrument in accordance with the articles of association of the Company; and

(d) to do all such acts and things as they consider necessary or expedient to give effect to the issue of the Warrants and new Shares fall to be issued upon exercise of the subscription rights attaching to the Warrants."

(iv) "THAT:

(a) Subject to paragraphs (b) and (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase issued shares of HK$0.01 each in the capital of the Company and warrants on the Stock Exchange in accordance with all applicable laws and/or requirements of the Stock Exchange or any other stock exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall, in addition to any other authorisation given to the Directors, authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its own shares and warrants at a price to be determined by the Directors;

(c) the aggregate nominal amount of the securities of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(1) the conclusion of the next annual general meeting of the Company;

(2) the expiration of the period within which the next annual general meeting of the Company is required by law or its articles of association to be held; and

(3) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meetings."

(v) "THAT:

(a) subject to paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as defined in resolution numbered 4(iv) (d) set out in the notice of this Meeting) of all the powers of the Company to allot, issue and deal in shares of HK$0.01 each in the capital of the Company to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements or options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to the approval given in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time; (iii) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company or (iv) an issue of shares under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company at the date of passing this resolution , and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

(vi) "THAT conditional upon the passing of the resolutions numbered 4(iv) and 4(v) set out in the notice of this meeting, the aggregate nominal amount of the securities in the Company which are repurchased by the Company pursuant to and in accordance with the said resolution numbered 4(iv) shall be added to the aggregate nominal amount of the securities in the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to and in accordance with the said resolution numbered 4(v)."

By order of the Board

Li Kwok Cheung, George

Executive Director

Hong Kong, August 17, 2000

Notes:

(a) The Register of Members will be closed from Tuesday, September 26, 2000 to Friday, September 29, 2000 (both days inclusive), during which period no transfer of shares can be registered. In order to qualify for the proposed bonus issue of shares and warrants, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company's Branch Registrars in Hong Kong, Standard Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong for registration not later than 4:00 p.m. on Monday, September 25, 2000.

(b) A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

(c) The instrument appointing a proxy and the 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 lodged with the Company's Branch Registrars in Hong Kong, Standard Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not less than 48 hours before the time fixed for holding the Meeting.

* for identification purpose only

Please also refer to the published version of this announcement in the Hong Kong iMail & Hong Kong Economic Times.