Culturecom Holdings Limited — Proxy Solicitation & Information Statement 2003

Nov 26, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Capital Estate 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.

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Capital Estate Limited. 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.

CAPITAL ESTATE LIMITED �������� (Incorporated in Hong Kong with limited liability)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES

AND

REFRESHMENT OF SHARE OPTION MANDATE LIMIT

A letter from the board of directors of Capital Estate Limited (the “Company”) is set out on pages 3 to 6. A notice convening an extraordinary general meeting of the Company to be held at 7/F, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on 18 December, 2003 at 9:45a.m. (or so soon thereafter as the annual general meeting of the Company convened at the same place and date at 9:30a.m. shall have concluded or adjourned) is set out on pages 10 to 13 of this circular.

Whether or not you intend to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible to the share registrar of the Company, Computershare Hong Kong Investor Services Limited of Rooms 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment should you so wish.

26 November 2003

CONTENTS

	Page
Definitions......................................................................................................................................	1
Letter from the Board..................................................................................................................	3
Appendix — Explanatory Statement for the Repurchase Mandate......................................	7
Notice of Extraordinary General Meeting................................................................................	10

– i –

DEFINITIONS

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

“Board” the board of Directors or a duly authorized committee thereof for the time being; “Company” Capital Estate Limited��������, a company incorporated in Hong Kong with limited liability and the shares of which are listed on the Stock Exchange; “Companies Ordinance” the Companies Ordinance (Chapter 32 of the laws of Hong Kong); “Directors” the directors of the Company; “EGM” the extraordinary general meeting of the Company to be held at 7/F, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on 18 December 2003 at 9:45 a.m. (or so soon thereafter as the annual general meeting of the Company convened at the same place and date at 9:30 a.m. shall have concluded or adjourned);

“EGM Notice” the notice convening the EGM which is set out on pages 10 to 13 of this circular; “Eligible Participants” any person belonging to any of the following classes:

• (i) any employee (whether full or part time and including executive directors) of any member of the Group or any Invested Entity;

• (ii) any non-executive director (including independent nonexecutive directors) of any member of the Group or Invested Entity;

• (iii) any consultant, adviser or agent (legal, financial or professional) engaged by any member of the Group or any Invested Entity, who, under the terms of the relevant engagement with the Group or Invested Entity, is eligible to participate in a share option scheme of the Company; and

• (iv) any vendor, supplier of goods or services or customer of or to any member of the Group or Invested Entity who, under the terms of the relevant agreement with the Group or Invested Entity, is eligible to participate in a share option scheme of the Company;

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DEFINITIONS

• “Existing Scheme 10% of the issued shares of the Company as at the date of adoption of Mandate Limit” the Share Option Scheme;

• “Group” the Company and its subsidiaries from time to time; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Invested Entity” any entity in which the Group holds an equity interest; “Latest Practicable Date” 21 November 2003, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

• “Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange; “Ordinary Resolution(s)” the resolutions no. 1 to 4 as referred to in the EGM Notice to be proposed at the EGM as ordinary resolutions;

• “Repurchase Mandate” a general mandate to the Directors to exercise the power of the Company to repurchase Shares as set out in Ordinary Resolution no. 2 up to 10 percent of the issued share capital of the Company as at the date of passing Ordinary Resolution no. 2;

• “Shares(s)” share(s) of HK$0.01 each in the share capital of the Company; “Shareholder(s)” holder(s) of Share(s); “Share Issue Mandate” a general mandate to the Directors to exercise the power of the Company to allot and issue Shares as set out in Ordinary Resolution no. 1 up to 20 percent of the issued share capital of the Company as at the date of passing Ordinary Resolution no. 1;

• “Share Option Scheme” the share option scheme of the Company adopted on 30 December 2002;

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

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LETTER FROM THE BOARD

CAPITAL ESTATE LIMITED ��������

(Incorporated in Hong Kong with limited liability)

Executive Directors: Choo Yeow Ming (Executive Chairman) Ng Kai Man, Luke (Deputy Chairman) Ma Wai Man, Catherine Chow Hou Man

Registered Office: 2809-11, Citibank Tower Citibank Plaza 3 Garden Road, Central, Hong Kong

Independent Non-executive Directors: Miu Hei, Frank Li Chok Sun, Sean

26 November 2003

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND

REFRESHMENT OF SHARE OPTION MANDATE LIMIT

INTRODUCTION

At the EGM, ordinary resolutions will be proposed to: (i) grant to the Directors the power to issue and allot Shares and to exercise the power of the Company to repurchase its own Shares; and (ii) refresh the Existing Scheme Mandate Limit under the Share Option Scheme.

GENERAL MANDATE TO REPURCHASE SHARES

At the extraordinary general meeting of the Company held on 30 December 2002, resolutions were passed giving general mandates to the Directors to, inter alia, issue and allot Shares and to exercise the power of the Company to repurchase its own Shares. These general mandates will lapse at the conclusion of the forthcoming annual general meeting to be held on 18 December 2003.

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LETTER FROM THE BOARD

An ordinary resolution will be proposed at the EGM to grant to the Directors the Repurchase Mandate, details of which are set out in Ordinary Resolution no. 2 in the EGM Notice. The Shares which may be repurchased pursuant to the Repurchase Mandate is up to 10 percent of the issued share capital of the Company at the date of passing of the resolution approving the Repurchase Mandate.

An explanatory statement and memorandum as required under the Listing Rules and section 49BA(3) the Companies Ordinance respectively, giving certain information regarding the Repurchase Mandate, is set out in the Appendix hereto.

GENERAL MANDATE TO ISSUE NEW SHARES

An ordinary resolution will be proposed at the EGM to grant to the Directors the Share Issue Mandate. In addition, an ordinary resolution will also be proposed to authorize an extension of the Share Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate the number of Shares purchased under the Repurchase Mandate, if granted.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in Ordinary Resolutions no. 1 and no. 3 in the EGM Notice.

REFRESHMENT OF THE EXISTING SCHEME MANDATE LIMIT

Pursuant to the resolution passed by the Shareholders at the extraordinary general meeting of the Company held on 30 December 2002, the Share Option Scheme was adopted. Within the authority granted under the Share Option Scheme and the resolution passed on 30 December 2002 adopting the same, the Directors have been authorised to grant options thereunder to subscribe for Shares up to Existing Scheme Mandate Limit, that is, up to 48,239,955 Shares representing 10 percent of the issued share capital of the Company as at the date of adoption of the Share Option Scheme.

Since the adoption of the Share Option Scheme on 30 December 2002, the issued Shares have been increased to 2,081,398,668. As at the Latest Practicable Date and pursuant to a written resolution of the board of the independent non-executive Directors dated 20 November 2003, options carrying the rights to subscribe for up to 20,800,000 Shares (representing approximately 1% of the issued share capital of the Company as at the Option Date (as defined in the Share Option Scheme)) have been granted to each of Mr. Ng Kai Man, Luke, an executive Director and the Deputy Chairman of the Company and Mr. Kan Sze Man (who is not a connected person as defined in the Listing Rules), the legal counsel of the Company respectively. All these options were granted on 20 November 2003 in accordance with the terms and restrictions of the Share Option Scheme and none of these options has been exercised nor lapsed. Unless the Existing Scheme Mandate Limit is refreshed, the maximum of Shares can be granted under the Share Option Scheme is 6,639,955 Shares, representing only about 0.32% of the existing share capital of the Company.

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LETTER FROM THE BOARD

The Directors continue to implement the principal purpose of the Share Option Scheme, that is, to enable the Company to provide incentives or rewards to the Eligible Participants for their contribution to the Group. Following a review of the current limited percentage of the share capital of the Company within which options may be granted under the Share Option Scheme and the need to appropriately structure sufficiently attractive remuneration and compensation packages and incentives for those Eligible Participants who had helped promote the growth of the Group, the Shareholders are asked to approve the refreshment of the Existing Scheme Mandate Limit that the Directors consider is necessary for the future, and in the interests of the Company and the Shareholders as a whole. The refreshment, if approved, would enable the Company to grant options to subscribe for up to a total of 208,139,866 Shares, thus reinstating the 10% scheme limit afforded to the Company under the Chapter 17 of the Listing Rules. The Directors do not intend to grant excessive rewards to the prejudice of the interests of the Shareholders as a whole and the refreshment by no means heralds a departure from the Directors’ commitment to achieve the stated principal purpose of the Share Option Scheme by offering fair and competitive rewards and compensation packages and incubating long-term commitments among those grantees who are valuable to the Group.

For information purposes, if the refreshment of the Existing Scheme Mandate Limit is approved at the EGM, based on the 2,081,398,668 Shares in issue as at the Latest Practicable Date and assuming no Shares are issued and/or repurchased after the Latest Practicable Date and up to the date of the EGM, the Company will be allowed to grant options under the Share Option Scheme to subscribe for up to a total of 208,139,866 Shares, representing 10% of the issued share capital of the Company as at the date of the EGM. For the purpose of calculating whether the refreshed limit is exceeded, all Shares which are or were subject to, the options granted under the Share Option Scheme and any other share option schemes of the Company prior to the passing the resolution (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) shall not be taken into account.

The proposal to refresh the Existing Scheme Mandate Limit is conditional upon:

• (i) the passing of the Ordinary Resolution no. 4 at the EGM; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in any new Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the options up to 10% of the issued Shares as at the date of passing of the Ordinary Resolution no. 4 at the EGM.

Application has been made to the Stock Exchange for the listing of, and permission to deal in, any Shares, representing 10% of the issued share capital of the Company as at the date of the EGM approving the refreshment of the Existing Scheme Mandate Limit.

Apart from the Share Option Scheme, the Company has no other share option scheme currently in force. As at the Latest Practicable Date and save as disclosed in this Circular, there was no outstanding option granted under the Share Option Scheme or any other share option scheme of the Company.

– 5 –

LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

The EGM Notice is set out on pages 10 to 13 of this circular at which the Ordinary Resolutions will be proposed to approve the Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate and the refreshment of the Existing Scheme Mandate Limit.

ACTION TO BE TAKEN

A form of proxy for use at the EGM is enclosed. Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy and return it to the share registrar of the Company, Computershare Hong Kong Investor Services Limited of Rooms 1712 - 1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the EGM.

RECOMMENDATION

The Directors believe that the Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate and the refreshment of the Existing Scheme Mandate Limit are in the best interests of the Company and accordingly recommend the shareholders of the Company to vote in favour of the Ordinary Resolutions set out in the EGM Notice.

Yours faithfully, By order of the Board Choo Yeow Ming Executive Chairman

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APPENDIX EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This is the explanatory statement required to be sent to shareholders under Rule 10.06(1)(b) of the Listing Rules relating to the repurchase of shares on the Stock Exchange by a company whose primary listing is on the Stock Exchange. This explanatory statement further constitutes the memorandum required under section 49BA(3)(b) of the Companies Ordinance.

1. SHARE CAPITAL

As at the latest Practicable Date, the issued share capital of the Company comprised 2,081,398,668 Shares.

Subject to the passing of the proposed ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the EGM, the Company would be allowed under the Repurchase Mandate to repurchase up to a maximum of 208,139,866 Shares.

2. REASONS FOR REPURCHASES

Whilst the Directors do not presently intend to repurchase any Shares, they believe that it is in the best interests of the Company and its shareholders to have general authority from shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and its assets and/or its earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders as a whole.

3. FUNDING OF REPURCHASES

Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company’s available cash flow or working capital facilities. Any repurchase will be made out of funds of the Company legally available for such purpose in accordance with the applicable laws of Hong Kong and the memorandum and articles of association of the Company (the “Memorandum and Articles of Association”).

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 July 2003) in the event that the Repurchase Mandate is exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company and its subsidiaries (the “Group”) or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Group.

– 7 –

APPENDIX EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

4. DISCLOSURE OF INTEREST

None of the Directors, to the best of their knowledge having made all reasonable enquiries, nor any of their associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if it is approved by the shareholders of the Company.

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell any Shares to the Company or they have undertaken not to sell any of the Shares held by them to the Company in the event that the Company is authorized to exercise the Repurchase Mandate.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with its Memorandum and Articles of Association and the applicable laws of Hong Kong and the Listing Rules.

6. EFFECT OF THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If as a result of a repurchase of Shares a shareholder’s proportionate interest in the voting rights of the Company increase, such increase will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers (the “Takeover Code”). As a result, a shareholder, or group of shareholders acting in concert, depending on the level of increase of the shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

As at the Latest Practicable Date, Success Field Group Limited (“Success Field”) (an indirect wholly-owned subsidiary of Capital Strategic Investment Limited, the shares of which are listed on the Stock Exchange), the single largest Shareholder, beneficially owned 592,864,000 Shares, representing approximately 28.48% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and no further Shares are issued during the proposed repurchase period, the shareholding of Success Field in the Company would be increased to approximately 31.65% of the issued share capital of the Company. Accordingly, such increase would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code. However, the Directors have no present intention to exercise the Repurchase Mandate to such extent that would give rise to an obligation to make a general offer under the Takeover Code.

– 8 –

APPENDIX EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

7. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months were as follows:

	Highest	Lowest
	HK$	HK$
2002
November	0.033	0.028
December	0.038	0.028
2003
January	0.049	0.028
February	0.031	0.023
March	0.026	0.019
April	0.019	0.013
May	0.020	0.012
June	0.020	0.011
July	0.014	0.010
August	0.026	0.011
September	0.023	0.017
October	0.038	0.016

8. SHARE REPURCHASES MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, no Shares have been repurchased by the Company whether on the Stock Exchange or otherwise.

– 9 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

CAPITAL ESTATE LIMITED ��������

(Incorporated in Hong Kong with limited liability)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Capital Estate Limited (the “Company”) will be held at 7/F, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on 18 December 2003 at 9:45 a.m. (or so soon thereafter as the annual general meeting of the Company convened at the same place and date at 9:30 a.m. shall have concluded or adjourned) for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions:

1. “ THAT

2. (a) subject to paragraph (c) of this resolution, pursuant to section 57B of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes or other convertibles into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes or other securities convertibles into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:

   • (i) a Rights Issue (as hereinafter defined);

   • (ii) the exercise of rights of conversion under any existing warrants, bonds, debentures, notes or other securities convertible into the shares of the Company;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (iii) the exercise of options granted under any share option scheme or similar arrangement adopted by the Company; or

• (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20 percent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing 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 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 articles of association of the Company or any applicable laws to be held; and

• (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

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (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, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

1. “ THAT

2. (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the securities of the Company may be listed and recognised 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 requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (b) the aggregate nominal amount of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 percent 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 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 articles of association of the Company or any applicable laws to be held; and

• (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 the resolutions numbered 1 and 2 set out in the notice convening this meeting, the aggregate nominal amount of the share capital of the Company which are repurchased by the Company under the authority granted pursuant to the said resolution numbered 2 shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to resolution numbered 1 set out in the notice convening this meeting provided that the amount of share capital repurchased by the Company shall not exceed 10 percent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution.”

• “ THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the shares of the Company (representing a maximum of 10 percent of the number of shares of the Company in issue as at the date of passing of this resolution) which may fall to be issued by the Company pursuant to the exercise of options granted under the share option scheme adopted by the Company on 30 December 2002 (the “Share Option Scheme”),

• (a) approval be and is hereby granted for refreshing the 10 percent mandate limit under the Share Option Scheme (the “Refreshed Scheme Limit”) pursuant to paragraph 9.2 of the rules of the Share Option Scheme such that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option scheme of the Company under the Refreshed Scheme Limit shall not exceed 10 percent of the shares of the Company in issue on the date of passing this resolution, provided that for the purpose of calculating whether the Refreshed Scheme Limit is exceeded, all shares of the Company which are subject to or had been subject to the options granted under the Share Option Scheme and

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NOTICE OF EXTRAORDINARY GENERAL MEETING

any other share option schemes of the Company prior to the passing this resolution (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) shall not be taken into account, and the Directors or duly authorised committee thereof be and they are hereby authorised to grant options and to allot, issue and deal with unissued shares of the Company pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Limit in accordance with the rules of the Share Option Scheme;

• (b) the authority granted to the Directors pursuant to paragraph (a) shall be specific authorisation by shareholders of the Company in addition to, and without prejudice to, the authority granted to the Directors by way of general mandate pursuant to resolution numbered 1 set out in the notice convening this meeting of which this resolution forms part, which shall remain in full force and effect until its expiry as stated therein; and

• (c) the authority previously granted to the Directors to grant options and to and allot and issue the shares of the Company in accordance with rules of the Share Option Scheme as approved by the shareholders of the Company on 30 December 2002, to the extent not exercised prior to this resolution being passed and becoming unconditional, be revoked without prejudice to any previous valid exercise of such authority,

and the Directors (or a duly authorised committee thereof) be and are hereby authorised to take all such steps to implement this resolution and to execute all documents and deeds as may be necessary or appropriate in relation thereto.”

By order of the Board Ma Wai Man, Catherine Company Secretary

Hong Kong, 26 November 2003

Registered Office:

2809-11, Citibank Tower Citibank Plaza 3 Garden Road, Central, Hong Kong

Notes:

• (1) A member of the Company entitled to attend, and vote at, the above meeting is entitled to appoint one or two proxies to attend and on a poll to vote in his stead. A proxy need not be a member of the Company.

• (2) In order to be valid, a form of proxy must be deposited at the share registrar of the Company, Computershare Hong Kong Investor Services Limited of Rooms 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

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