CWT International Limited — Proxy Solicitation & Information Statement 2004

Apr 27, 2004

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wah Tak Fung Holdings Limited, you should at once hand this circular with the enclosed form of proxy 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.

WAH TAK FUNG HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 297)

PROPOSED CHANGE OF NAME

A notice convening a special general meeting of the Company to be held at 9:30 a.m. on Friday, 21 May 2004 at Caine Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong is set out on pages 5 to 6 of this circular. A form of proxy is also enclosed. Whether or not you are able to attend and vote at the special general meeting, you are requested to complete the enclosed proxy form and return it to the principal place of business of the Company in Hong Kong at Unit 4603, 46th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the special general meeting. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the special general meeting or any adjourned meetings should you so wish.

27 April 2004

DEFINITIONS

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

“Board”	the board of Directors
“Company”	Wah Tak Fung Holdings Limited, a company incorporated
	in Bermuda with limited liability, the ordinary share capital
	of which is listed on the Stock Exchange
“Directors”	directors of the Company
“Shares”	ordinary shares of HK$0.10 each in the capital of the
	Company
“Shareholders”	registered holders of Shares
“Special General Meeting”	the special general meeting of the Company to be held at
	Caine Room, Level 7, Conrad Hong Kong, Pacific Place, 88
	Queensway, Hong Kong on Friday, 21 May 2004 at 9:30
	a.m., notice of which is set out on pages 5 to 6 of this
	circular, or any adjournment thereof
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars

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LETTER FROM THE BOARD

WAH TAK FUNG HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

Executive directors: LIU Deshu (Chairman) SONG Yu Qing (Deputy Chairman and Chief Executive Officer) CHU Yu Lin David CHU Ho Miu Hing CHEN Hao

Registered office: Clarendon House 2 Church Street Hamilton HM Bermuda

Independent non-executive directors: KO Ming Tung, Edward TANG Tin Sek

Principal place of business: Unit 4603, 46th Floor Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong

27 April 2004

To the Shareholders and,

for information only, holders of the preference shares and share options of the Company

Dear Sir or Madam,

PROPOSED CHANGE OF NAME

INTRODUCTION

The Company announced on 13 April 2004 that the Board proposed to change the name of the Company to “Sinochem Hong Kong Holdings Limited” and adopt “中化香港控股有限公 司 ” as the Chinese name of the Company for identification purposes.

This circular contains information in relation to the proposed change of name and a notice of the Special General Meeting at which a special resolution will be proposed to approve the change of name.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF NAME

The Board proposed that the name of the Company be changed to “Sinochem Hong Kong Holdings Limited”, subject to the satisfaction of those conditions described in the following section headed “Conditions”. The Board also proposed to adopt “中化香港控股有限公司 ” as the Chinese name of the Company for identification purposes and for registration with the Registrar of Companies in Hong Kong with effect from the date on which the change of name of the Company takes effect, subject to the Registrar of Companies in Hong Kong granting the relevant approval.

The proposed change of name is intended to reflect that the Company had undergone a change of its single largest shareholder since the beginning of February 2004 as disclosed in its announcement dated 2 February 2004. As at the date of this circular, Sinochem Hong Kong (Holdings) Co., Ltd., a wholly owned subsidiary of Sinochem Corporation which itself is a state-owned enterprise in the People’s Republic of China, is the single largest shareholder of the Company interested in approximately 21.18% of its issued ordinary share capital and a total of 103 unlisted convertible redeemable non-voting preference shares with a nominal value of HK$1,000,000 each in the Company.

CONDITIONS

The change of the corporate name of the Company is subject to the satisfaction of the following conditions:

• (a) the passing of a special resolution by the Shareholders to approve the change of name at the Special General Meeting; and

• (b) the Registrar of Companies in Bermuda granting approval for the change of name.

The change of name of the Company will take effect on the date on which the new name is entered by the Registrar of Companies in Bermuda on the register in place of the existing name. Further announcement will be made when the change of name becomes effective.

EFFECT

The change of name of the Company will not affect the rights of any shareholders. All share certificates in issue bearing the existing name of the Company will, after the change of name of the Company, continue to be evidence of title to the shares to which they respectively relate and will continue to be valid for trading, settlement and delivery for the corresponding number of shares in the new name of the Company. There will not be any arrangement for free exchange of existing share certificates for new share certificates under the new name. Once the change of name of the Company becomes effective, all share certificates of the Company will be issued in the new name of the Company. Details concerning the trading arrangements of Shares in the new name of the Company will be contained in a further announcement of the effective date of the change of name.

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LETTER FROM THE BOARD

SPECIAL GENERAL MEETING

Set out on pages 5 to 6 of this circular is a notice convening the Special General Meeting to be held at Caine Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 21 May 2004 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the special resolution to approve the change of name of the Company.

A form of proxy is also enclosed. Whether or not you are able to attend and vote at the Special General Meeting, you are requested to complete the enclosed proxy form and return it to the principal place of business of the Company in Hong Kong at Unit 4603, 46th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Special General Meeting. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the Special General Meeting or any adjourned meetings should you so wish.

RECOMMENDATION

The Directors believe that the change of name of the Company is in the interests of the Company and recommend the Shareholders to vote in favour of the special resolution to be proposed at the Special General Meeting.

Yours faithfully,

By order of the Board of Directors of Wah Tak Fung Holdings Limited Song Yu Qing

Deputy Chairman and Chief Executive Officer

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NOTICE OF SPECIAL GENERAL MEETING

WAH TAK FUNG HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Wah Tak Fung Holdings Limited (the “ Company ”) will be held at Caine Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 21 May 2004 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT :

1. subject to the approval of the Registrar of Companies in Bermuda being obtained, the name of the Company be changed from “Wah Tak Fung Holdings Limited” to “Sinochem Hong Kong Holdings Limited”; and

2. subject to the approval of the Registrar of Companies in Hong Kong being obtained and upon the change of name of the Company referred to in the foregoing paragraph becoming effective, “中化香港控股有限公司 ” be adopted as the Chinese name of the Company for the purposes of identification only and registration with the Registrar of Companies in Hong Kong,

and the directors of the Company be and are hereby authorised to do all such acts, deeds and things as they shall, in their absolute discretion, deem fit in order to effect any of the foregoing.”

By order of the Board of Directors of Wah Tak Fung Holdings Limited Song Yu Qing

Deputy Chairman and Chief Executive Officer

Hong Kong, 27 April 2004

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NOTICE OF SPECIAL GENERAL MEETING

Notes:–

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. A form of proxy in respect of the meeting is enclosed. Whether or not you intend to attend the meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon.

3. To be valid, the form of proxy, together with any 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 must be lodged at the principal place of business of the Company in Hong Kong at Unit 4603, 46th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the meeting or any adjournment thereof.

4. Where there are joint registered holders of a share of the Company, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he was solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

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