Dragon Mining Limited — AGM Information 2005

Aug 12, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Samson Paper Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker, or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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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SAMSON PAPER HOLDINGS LIMITED 森信紙業集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 731)

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES AMENDMENTS TO BYE-LAWS AND RE-ELECTION OF DIRECTORS

The notice convening the annual general meeting of the Company to be held at Annapurna Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong at 11:00 a.m. on Tuesday, 6th September, 2005, is set out on pages 13 to 16 of this circular. Whether or not you intend to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the principal place of business of the Company in Hong Kong at 3rd Floor, Seapower Industrial Centre, 177 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong as soon as possible and in any event so as to be received not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

12 August, 2005

• For identification purpose only

CONTENTS

	Page(s)	Page(s)
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandates to Issue New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Amendments to the Bye-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Annual Report and Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Procedure for Demanding a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
Appendix II – Details of Directors proposed to be re-elected. . . . . . . . . . . . . . . . . . . .		10
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

– i –

DEFINITIONS

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

• “Annual General Meeting” the annual general meeting of the Company to be held at Annapurna Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong at 11:00 a.m. on Tuesday, 6th September, 2005

• “associate” shall have the meaning ascribed to it in the Listing Rules

• “Company”

• Samson Paper Holdings Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange

• “Directors” directors of the Company

• “Group” the Company and its subsidiaries

• “Hong Kong” Hong Kong Special Administrative Region, the People’s Republic of China

• “Issue Mandate”

• a general mandate to the Directors to exercise the power of the Company to allot, issue and deal with Shares during the period as set out in Ordinary Resolution no. A up to 20% of the issued share capital of the Company as at the date of passing such resolution

• “Latest Practicable Date” 9 August, 2005, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Ordinary Resolution(s)”

• the proposed ordinary resolution(s) as referred to in item 5 of the notice of the Annual General Meeting

• “Repurchase Mandate”

• a general mandate to the Directors to exercise the power of the Company to repurchase Shares during the period as set out in Ordinary Resolution no. B up to 10% of the issued share capital of the Company as at the date of passing such resolution

• “SFO”

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

• “Share(s)”

• share(s) of HK$0.10 each in the capital of the Company

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

– 1 –

DEFINITIONS

“Takeovers Code”	the Codes on Takeovers and Mergers of Hong Kong
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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LETTER FROM THE BOARD

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SAMSON PAPER HOLDINGS LIMITED 森信紙業集團有限公司[*]

(Incorporated in Bermuda with limited liability)

Executive Directors: Sham Kit Ying (alias Sham Kit) (Chairman) Lee Seng Jin (Deputy Chairman) Chow Wing Yuen Sham Yee Lan, Peggy Lee Yue Kong, Albert

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Non-executive Director: Lau Wang Yip, Eric

Independent Non-executive Directors: Pang Wing Kin, Patrick Tong Yat Chong Ng Hung Sui, Kenneth

Principal place of business in Hong Kong: 3rd Floor Seapower Industrial Centre 177 Hoi Bun Road Kwun Tong Kowloon Hong Kong

12 August, 2005

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES AMENDMENTS TO BYE-LAWS AND RE-ELECTION OF DIRECTORS

1. INTRODUCTION

On 6th September, 2004, general mandates were given to the Directors to exercise the powers of the Company to issue Shares and to repurchase its own Shares. These general mandates will lapse at the conclusion of the forthcoming Annual General Meeting. Certain amendments have been made to the Listing Rules whereby, among others, the Code of Best Practice in Appendix 14 is replaced by a new Code on Corporate Governance Practices. Subject to certain transitional arrangements, these amendments came into effect on 1 January 2005. In view of these amendments to the Listing Rules, the Directors consider that it is necessary to amend the Bye-Laws of the Company to bring the Bye-Laws of the Company in line with such amendments. The Ordinary Resolutions and a special resolution will therefore be proposed at

• For identification purpose only

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LETTER FROM THE BOARD

the Annual General Meeting to approve, among others, general mandates to authorise the Directors to repurchase its own Shares and to issue Shares, and amendments to the Bye-Laws of the Company.

The purpose of this circular is to provide you with information regarding the proposed general mandates to repurchase Shares and to issue Shares, the proposed amendments to the Bye-Laws of the Company and the proposed re-election of retiring Directors and to seek your approval of the Ordinary Resolutions and the special resolution relating to these matters at the Annual General Meeting.

2. GENERAL MANDATE TO ISSUE NEW SHARES

An Ordinary Resolution will be proposed at the Annual General Meeting to grant the Issue Mandate to the Directors, details of which are set out in Ordinary Resolution no. A.

In addition, an Ordinary Resolution will be proposed to extend the Issue Mandate which would increase the limit of the Issue Mandate by adding to it the number of Shares repurchased under the Repurchase Mandate. Details of the extension of the Issue Mandate are set out in Ordinary Resolution no. C.

3. GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an Ordinary Resolution will be proposed to grant the Repurchase Mandate to the Directors, details of which are set out in Ordinary Resolution no. B.

In accordance with the Listing Rules, an explanatory statement to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to approve the Repurchase Mandate is set out in Appendix I hereto.

4. AMENDMENTS TO THE BYE-LAWS

The Stock Exchange has made certain amendments to the Listing Rules which, subject to certain transitional arrangements, came into effect on 1st January, 2005. Pursuant to A.4.2 of the Code on Corporate Governance Practices set out in Appendix 14 of the Listing Rules, all Directors appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after their appointment, and every Director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.

In the circumstances, in order to bring the Bye-Laws of the Company in line with the Listing Rules, the Directors propose to the shareholders of the Company to approve a special resolution at the Annual General Meeting to amend the provisions relating to the re-election of Directors who are appointed to fill a casual vacancy and the rotation of Directors as set out in Bye-Law 91 and Bye-Law 99 of the Bye-Laws of the Company respectively.

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LETTER FROM THE BOARD

5. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-Law 99 of the Bye-Laws of the Company, Mr. Lee Seng Jin and Mr. Pang Wing Kin, Patrick will retire from their respective offices and, being eligible, offer themselves for re-election at the Annual General Meeting. Pursuant to Bye-Law 91 of the Bye-Laws of the Company, Mr. Tong Yat Chong and Mr. Ng Hung Sui, Kenneth will retire from their respective offices and, being eligible, offer themselves for re-election at the Annual General Meeting. Details of the Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

6. ANNUAL REPORT AND ANNUAL GENERAL MEETING

A copy of the annual report of the Company for the financial year ended 31st March, 2005 has been sent to you for your review.

The notice of the Annual General Meeting to be held at Annapurna Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong at 11:00 a.m. on Tuesday, 6th September, 2005, is set out on pages 13 to 16 of this circular. At the Annual General Meeting, Ordinary Resolutions and a special resolution to approve the Issue Mandate, the extension of the Issue Mandate, the Repurchase Mandate, the re-election of retiring Directors and the amendments to the Bye-Laws of the Company, will be proposed.

A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the form of proxy to the principal place of business of the Company in Hong Kong at 3rd Floor, Seapower Industrial Centre, 177 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong in accordance with the instructions printed on the form of proxy as soon as possible and in any event so as to be received not less than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof. The completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting should you wish to do so.

7. PROCEDURE FOR DEMANDING A POLL

Pursuant to the Bye-Laws of the Company, at any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is taken as may from time to time be required under the Listing Rules or any other applicable laws, rules or regulations or unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

• (a) the chairman of the meeting; or

• (b) at least three shareholders of the Company present in person or by proxy or authorised representative for the time being entitled to vote at the meeting; or

• (c) any shareholder or shareholders of the Company present in person or by proxy or authorised representative and holding between them not less than one-tenth of the total voting rights of all shareholders of the Company having the right to attend and vote at the meeting; or

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LETTER FROM THE BOARD

• (d) any shareholder or shareholders of the Company present in person or by proxy or authorised representative and holding Shares conferring a right to attend and 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.

8. RECOMMENDATION

The Directors are pleased to recommend the retiring Directors, details of whom are set out in Appendix II to this circular, for re-election at the Annual General Meeting.

The Directors consider that the granting to them of the Issue Mandate and the Repurchase Mandate, the proposed amendments to the Bye-Laws of the Company and the re-election of the retiring Directors are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors recommend that all shareholders of the Company should vote in favour of the resolutions to be proposed at the forthcoming Annual General Meeting.

By Order of the Board SHAM Kit Ying Chairman

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

This Appendix I contains the particulars which are required by the Listing Rules to be included in an explanatory statement to enable shareholders of the Company to make an informed decision on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the Repurchase Mandate.

• (1) As at the Latest Practicable Date, the issued share capital of the Company comprised 429,258,039 Shares.

Subject to the passing of the relevant Ordinary Resolution for approving the Repurchase Mandate, and on the basis that no further Shares would be issued or repurchased prior to the Annual General Meeting, the Company would be allowed to repurchase a maximum of 42,925,803 Shares (representing not more than 10% of the issued share capital of the Company as at the Latest Practicable Date) under the Repurchase Mandate.

• (2) The Directors believe that it is in the best interests of the Company and its shareholders for the Directors to have the Repurchase Mandate. 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/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.

• (3) In repurchasing its own Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-Laws, the applicable laws of Bermuda and the Listing Rules. Bermuda law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the profit that would otherwise be available for dividend or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable may only be paid out of either the profits that would otherwise be available for dividend or out of the share premium or contributed surplus accounts of the Company.

• (4) There might be material adverse impact on the working capital or gearing levels of the Company as compared with the position disclosed in the latest published audited consolidated financial statements in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company as compared with the position disclosed in the latest published audited consolidated financial statements which in the opinion of the Directors are from time to time appropriate for the Company.

• (5) None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, has any present intention to sell any Shares to the Company under the Repurchase Mandate in the event that the Repurchase Mandate is approved by shareholders of the Company.

• (6) The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they would exercise the Repurchase Mandate only in accordance with the Listing Rules and the applicable laws of Bermuda.

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EXPLANATORY STATEMENT

APPENDIX I

• (7) If as a result of a share repurchase, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, 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 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the following persons were interested in 5 per cent. or more of the issued share capital of the Company as recorded in the register of the Company kept under Section 336 of the SFO:

		Approximate
		Percentage of
Name	Number of Shares	Shareholding
Quinselle Holdings Limited	268,340,000	62.51%
HSBC International Trustee Limited_(Note)_	284,480,000	66.27%

• Note: Of the 284,480,000 Shares, 268,340,000 Shares are held by Quinselle Holdings Limited and 16,140,000 Shares are held by Cashstar Investments Limited. Quinselle Holdings Limited holds the 268,340,000 Shares in its capacity as trustee of a private unit trust. HSBC International Trustee Limited, acting in its capacity as trustee of a family trust holds the majority units in the private unit trust. Cashstar Investments Limited holds the 16,140,000 Shares in its capacity as trustee of another private unit trust. HSBC International Trustee Limited, acting in its capacity as trustee of another family trust holds the majority units in the private unit trust.

The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate and assuming that the shareholdings of Quinselle Holdings Limited and HSBC International Trustee Limited as disclosed in this circular and the issued share capital of the Company remain unchanged, the interests of Quinselle Holdings Limited and HSBC International Trustee Limited in the Shares would be increased to approximately 69.46% and 73.64% respectively of the issued Shares of the Company and such increase would not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

• (8) No purchase of Shares (whether on the Stock Exchange or otherwise) has been made by the Company in the six months prior to the Latest Practicable Date.

• (9) No connected person (as defined in the Listing Rules) has notified the Company that he has any present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the shareholders of the Company.

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EXPLANATORY STATEMENT

APPENDIX I

• (10) The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the twelve months prior to the Latest Practicable Date:

Month	Highest	Lowest
	HK$	HK$
2004
August	0.75	0.67
September	0.75	0.67
October	0.78	0.72
November	0.79	0.72
December	0.87	0.77
2005
January	0.84	0.76
February	0.84	0.78
March	0.82	0.79
April	0.92	0.81
May	0.91	0.87
June	0.91	0.86
July	0.94	0.70
August (up to the Latest Practicable Date)	0.75	0.71

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following are the particulars of the Directors who will retire from office and be proposed to be elected at the Annual General Meeting in accordance with the Bye-Laws of the Company:

Mr. LEE Seng Jin , an executive Director, aged 48, is the Deputy Chairman and Chief Executive Officer of the Group. Mr. Lee joined the Group since 1997. Mr. Lee is responsible for the formulation of the Group’s corporate strategies and development. Mr. Lee is the Executive Chairman of United Pulp and Paper Company Limited, a company listed in Singapore.

Mr. Lee is the husband of Ms. Sham Yee Lan, Peggy (an executive Director) and the son-in-law of Mr. Sham Kit Ying (the Chairman of the Company and an executive Director). As at the Latest Practicable Date, Mr. Lee has a personal interest in 11,624,000 Shares and other interests in 268,340,000 Shares (please refer to note below for details) within the meaning of Part XV of the SFO.

The service contract of Mr. Lee does not contain any provision on the term of his appointment. However, he is subject to retirement by rotation pursuant to the Bye-Laws of the Company. Pursuant to his service contract, Mr. Lee received emoluments of a total value of approximately HK$5,705,000 in 2004. His emoluments are determined by the board of Directors with reference to the Group’s performance and profitability as well as remuneration benchmark in the industry and the prevailing market conditions.

The Directors are not aware of any other matter in respect of the proposed re-election of Mr. Lee as an executive Director, which the Directors consider necessary to be brought to the attention of the shareholders of the Company.

Note: The 268,340,000 shares were held by Quinselle Holdings Limited, acting in its capacity as trustee of a private unit trust. HSBC International Trustee Limited, acting in its capacity as trustee of a family trust holds the majority units in the private unit trust. The objects of the family trust include Mr. Lee Seng Jin.

Mr. PANG Wing Kin, Patrick , an independent non-executive Director, aged 49, is a qualified accountant and has over 22 years of working experience in the auditing, finance and general management areas. He is a member of the CPA Australia, the Hong Kong Institute of Certified Public Accountants and the Institute of Internal Auditors of the United Kingdom. Mr. Pang has been an independent non-executive Director since 1995. He is currently the Finance Manager of an international corporation. Mr. Pang did not hold any directorship in other listed public company in the last three years.

Mr. Pang does not have any relationship with other Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Pang did not have any interest in the Shares within the meaning of Part XV of the SFO.

The service contract of Mr. Pang does not contain any provision on the term of his appointment. However, he is subject to retirement by rotation pursuant to the Bye-Laws of the Company. Pursuant to his service contract, the director’s fee of Mr. Pang as an independent non-executive Director and also as a member of the audit committee of the

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Company is HK$80,000 per year. The director’s fee of Mr. Pang was based on the negotiation between Mr. Pang and the Company and was determined by the board of Directors with reference to the prevailing market conditions.

The Directors are not aware of any other matter in respect of the proposed re-election of Mr. Pang as an independent non-executive Director, which the Directors consider necessary to be brought to the attention of the shareholders of the Company.

Mr. TONG Yat Chong , an independent non-executive Director, aged 47, is a qualified accountant and has over 20 years of experience in finance, accounting and management. Mr. Tong holds a Master of Business Administration degree from the University of Wales. He is a fellow member of the Association of Chartered Certified Accountants in the United Kingdom and is a Certified Public Accountant in Hong Kong. He has been an independent non-executive Director of the Company since 2004. Mr. Tong was an executive director of First Sign International Holdings Limited, a company listed on the Stock Exchange, during the period from 1995 to 2003.

Mr. Tong does not have any relationship with other Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Tong did not have any interest in the Shares within the meaning of Part XV of the SFO.

The service contract of Mr. Tong does not contain any provision on the term of his appointment. However, he is subject to retirement by rotation pursuant to the Bye-Laws of the Company. Pursuant to his service contract, the director’s fee of Mr. Tong as an independent non-executive Director and also as a member of the audit committee of the Company is HK$80,000 per year. The director’s fee of Mr. Tong was based on the negotiation between Mr. Tong and the Company and was determined by the board of Directors with reference to the prevailing market conditions.

The Directors are not aware of any other matter in respect of the proposed re-election of Mr. Tong as an independent non-executive Director, which the Directors consider necessary to be brought to the attention of the shareholders of the Company.

Mr. NG Hung Sui, Kenneth , an independent non-executive Director, aged 38, is a solicitor practicing in Hong Kong. He is currently a partner of a local law firm. Mr. Ng holds a Bachelor’s degree in Laws and has been admitted as a solicitor in Hong Kong. He was also admitted as a solicitor in England and Wales and as a legal practitioner in Tasmania, Australia. He was appointed as an independent non-executive Director of the Company in 2005. Mr. Ng did not hold any directorship in other listed public company in the last three years.

He does not have any relationship with other Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Ng did not have any interest in the Shares within the meaning of Part XV of the SFO.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The service contract of Mr. Ng does not contain any provision on the term of his appointment. However, he is subject to retirement by rotation pursuant to the Bye-Laws of the Company. Pursuant to his service contract, the director’s fee of Mr. Ng as an independent non-executive Director is HK$60,000 per year. The director’s fee of Mr. Ng was based on the negotiation between Mr. Ng and the Company and was determined by the board of Directors with reference to the prevailing market conditions.

The Directors are not aware of any other matter in respect of the proposed re-election of Mr. Ng as an independent non-executive Director, which the Directors consider necessary to be brought to the attention of the shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [82 x 59] intentionally omitted <==

SAMSON PAPER HOLDINGS LIMITED 森信紙業集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 731)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Samson Paper Holdings Limited (the “Company”) will be held at Annapurna Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong at 11:00 a.m. on Tuesday, 6th September, 2005 for the following purposes:–

As Ordinary Business

1. To receive and adopt the audited statement of accounts and the reports of the directors and auditors for the year ended 31st March, 2005.

2. To declare a final dividend for the year ended 31st March, 2005.

3. To re-elect the retiring directors of the Company and authorize the board of directors of the Company (the “Board”) to fix the remuneration of the directors of the Company (the “Directors”).

4. To re-appoint auditors and authorize the Board to fix their remuneration.

As Special Business

1. To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:–

Ordinary Resolutions

(A) “THAT:

• (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (for the purposes of this Resolution, “Relevant Period” means the period from the passing of this Resolution until the earliest of (i) the conclusion of the next annual general meeting of the Company following the passing of this Resolution; (ii) the expiration of the period within which the next annual general meeting is required by law and the Bye-Laws of the Company to be held; and (iii) the revocation or variation of the approval given in this Resolution by an ordinary resolution of the shareholders of the Company in general meeting) of all powers of the Company to allot, issue or deal with additional shares in the capital of the Company and make and grant offers, agreements and options

• For identification purpose only

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

(including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require shares of the Company to be allotted, issued or dealt with during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved; and

• (b) the aggregate nominal amount of share capital 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 referred to in paragraph (a) of this Resolution, otherwise than pursuant to (i) a rights issue (for the purposes of this Resolution, “rights issue” means an offer of shares of the Company or issue of options, warrants or other securities giving the right to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate, such other securities) (subject in all cases 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 applicable to the Company), or (ii) an issue of shares pursuant to a scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of the dividend on shares of the Company in accordance with the Bye-Laws of the Company, or (iii) exercise of options under any option scheme or similar arrangement for the time being adopted by the Company for the grant or issue of shares of the Company or rights to acquire shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued 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.”

(B) “THAT:

• (a) subject to paragraph (b) of this Resolution, the exercise by the Directors of all powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and is recognized by Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and regulations, during the Relevant Period (being the period from the passing of this Resolution until the earliest of (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required by law and the Bye-Laws of the Company to be held; and (iii) the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting) be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

  - (b) the aggregate nominal amount of shares of the Company repurchased by the Company pursuant to the approval referred to 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 such approval shall be limited accordingly; and

  - (c) the approval referred to in paragraph (a) of this Resolution shall, where permitted by applicable laws and regulations and subject to the limitation in paragraph (b) of this Resolution, extend to permit the purchase of shares of the Company by subsidiaries of the Company.”

• (C) “THAT conditional upon Resolution No. A and B above set out in item 5 of this notice of the meeting of which this Resolution forms a part being passed, the general mandate referred to in Resolution No. A above set out in item 5 of this notice of the meeting of which this Resolution forms a part be extended by the addition to the aggregate nominal amount of shares which may be allotted and issued of an amount representing the aggregate nominal amount of shares of the Company repurchased by the Company pursuant to the mandate referred to in the Resolution No. B above, provided that such extended amount 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.”

• To consider and, if thought fit, pass the following resolution as a special resolution:–

SPECIAL RESOLUTION

“ THAT the existing Bye-Laws of the Company be and are hereby amended in the following manner:–

• (a) by deleting the last sentence of Bye-Law 91 and substituting the following therefor:–

“Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to their number), and shall then be eligible for re-appointment.”

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NOTICE OF ANNUAL GENERAL MEETING

• (b) by deleting the first sentence of Bye-Law 99 and substituting the following therefor:

“Subject to the manner of retirement by rotation of Directors as from time to time prescribed under the rules of the Designated Stock Exchange, at each annual general meeting, one-third of the Directors for the time being (or if their number is not a multiple of three, the number nearest to but not less than onethird) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Any Director appointed pursuant to Bye-Law 91 shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.” ”

By Order of the Board LEE Yue Kong, Albert Company Secretary

Hong Kong, 12 August, 2005

Head Office:

3/F Seapower Industrial Centre 177 Hoi Bun Road Kwun Tong, Kowloon Hong Kong

Notes:

• (1) A member of the Company entitled to attend and vote at the above meeting is entitled to appoint not more than two proxies to attend and vote instead of him. A proxy need not be a member of the Company. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the principal place of business of the Company in Hong Kong at 3/F., Seapower Industrial Centre, 177 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong (so as to be received) not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be).

• (2) The register of members of the Company will be closed from 31st August, 2005 to 6th September, 2005 (both days inclusive) during which period no transfer of shares of the Company will be registered. To qualify for the proposed final dividend, all completed transfer forms, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at suite 1712-16, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:00 p.m. on 30th August, 2005.

As at the date of this notice, the board of Directors comprises five executive directors, namely Mr. SHAM Kit Ying, Mr. LEE Seng Jin, Mr. CHOW Wing Yuen, Ms. SHAM Yee Lan, Peggy and Mr. LEE Yue Kong, Albert, one non-executive director, namely Mr. LAU Wang Yip, Eric and three independent non-executive directors, namely Mr. PANG Wing Kin, Patrick, Mr. TONG Yat Chong and Mr. NG Hung Sui, Kenneth.

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