Dynamic Holdings Limited — Proxy Solicitation & Information Statement 2000

Nov 27, 2000

DYNAMIC HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of DYNAMIC HOLDINGS LIMITED (the Company'') will be held at Dragon Room, Basement 1, The Charterhouse, 209--219 Wanchai Road, Wanchai, Hong Kong Special Administrative Region (Hong Kong'') on Wednesday, 20th December, 2000 at 11:00 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 year ended 30th June, 2000.
2.	To declare a final distribution.
3.	To re-elect Directors and fix their remuneration.
4.	To re-appoint Auditors and authorise the Directors to fix their remuneration.
5.	As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

(A) ``THAT:

(a)	subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or grant shares of the Company or securities convertible into such shares, options, warrants or similar rights to subscribe for any shares of the Company or such convertible securities, and to make or grant offers, agreements or options which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
(b)	the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements or options which would or might require the exercise of such powers after the end of the Relevant Period;
(c)	the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval given in paragraph (a) above, otherwise than pursuant to the exercise of any options granted under any share option scheme adopted by the Company or any offer of any class of securities of the Company made pro rata (apart from fractional entitlements) by the Company to holders of such class of securities (excluding any holder who is resident in a place where such offer is not permitted under the law of that place), shall not exceed 20 percent of the aggregate nominal amount of the issued share capital of the Company at the date of 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 earlier 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 any applicable law or the Company's Bye-Laws to be held; and
	(iii)	the revocation or variation of the authority given under this resolution by an ordinary resolution of the members of the Company in general meeting.''

(B) ``THAT:

(a)	subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its own securities, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;
(b)	the aggregate nominal amount of shares which the Company is authorised to purchase pursuant to paragraph (a) above during the Relevant Period shall not exceed 10 percent of the aggregate nominal amount of the issued share capital of the Company at the date of passing 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 earlier 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 any applicable law or the Company's Bye-Laws to be held; and
	(iii)	the revocation or variation of the authority given under this resolution by an ordinary resolution of the members of the Company in general meeting.''

(C) ``THAT:

conditional upon the resolutions nos. 5(A) and 5(B) as set out in the notice convening this meeting having been passed as ordinary resolutions, the aggregate nominal amount of shares in the capital of the Company which shall have been purchased by the Company pursuant to and in accordance with the resolution no. 5(B) aforesaid shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to and in accordance with the resolution no. 5(A) aforesaid.''

	By Order of the Board
	Polly O. Y. Wong
	Company Secretary

Hong Kong, 24th November, 2000

Notes:

1.	A member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, vote instead of him. A proxy need not be a member of the Company.
2.	In order to be valid, a form of proxy, together with power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited at the principal place of business of the Company at 1702, Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong not less than 48 hours before the time appointed for the above meeting or any adjournment thereof.
3.	The register of members of the Company will be closed from Thursday, 14th December, 2000 to Wednesday, 20th December, 2000, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final distribution, all transfers accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrars in Hong Kong, Tengis Limited at 4th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong for registration not later than 4:00 p.m. on Wednesday, 13th December, 2000.
4.	With respect to resolution no. 5(A) of this notice, approval is being sought from the members of the Company for a general mandate to authorise the issue, allotment and dealing of shares by the Directors under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
5.	With respect to resolutions nos. 5(B) and 5(C) of this n otice, approval is being sought from the members of the Company for a general mandate to authorise the purchase of its own shares and the reissue of shares as a result of such purchase by the Directors. An explanatory statement containing further details thereof will be sent to members together with the Company's 2000 Annual Report.

Please also refer to the published version of this announcement in the (Hong Kong iMail)

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