Elife Holdings Limited — Proxy Solicitation & Information Statement 2004

Jul 12, 2004

THIS CIRCULAR 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 your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Kenfair International (Holdings) Limited, 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.

KENFAIR INTERNATIONAL (HOLDINGS) LIMITED �� !"# $ %& ' ( )

(incorporated in the Cayman Islands with limited liability) (Stock Code: 223)

PROPOSED CHANGE OF AUDITORS

A notice convening an extraordinary general meeting (the “EGM”) of the Company to be held at 10:00 a.m. on 26 July 2004 at Suite 2803, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong is set out on page 4 of this circular. A form of proxy is also enclosed. Whether or not you intend to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instruction printed thereon and deposit with the branch share registrar of the Company in Hong Kong, Tengis Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so desire.

12 July 2004

LETTER FROM THE BOARD OF DIRECTORS

KENFAIR INTERNATIONAL (HOLDINGS) LIMITED �� !"# $ %& ' ( )

(incorporated in the Cayman Islands with limited liability)

Executive Directors: Ip Ki Cheung (Chairman) Cheung Shui Kwai (Managing Director) Chan Siu Chung

Independent Non-executive Directors: Wong Tat Tong Chan Wing Yau, George Lai Yang Chau, Eugene

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman British West Indies

Principal place of business in Hong Kong: Suite 2803, Tower 6 The Gateway, Harbour City 9 Canton Road Tsim Sha Tsui Kowloon Hong Kong

To the shareholders and for information only, the warrantholders

12 July 2004

Dear Sir/Madam,

PROPOSED CHANGE OF AUDITORS

INTRODUCTION

The purpose of this circular is to provide you all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution at the EGM for approval of the proposed change of auditors.

CHANGE OF AUDITORS

The Board of Directors (the “Board”) of Kenfair International (Holdings) Limited (the “Company”) has made an announcement on 9 July 2004 that Messrs Charles Chan, Ip & Fung CPA Ltd. (“CCIF”) have tendered their resignation as the auditors of the Company and its subsidiaries (the “Group”) on 8

– 1 –

LETTER FROM THE BOARD OF DIRECTORS

July 2004 with immediate effect. Their resignation was due to the fact that the Company cannot arrive at consensus with CCIF on the additional audit fees for the financial year ended 31 March 2004 proposed by CCIF in relation to their additional work done and manpower involved in the audit of the e-business platform and license rights. CCIF have confirmed in their notice of resignation that there were no circumstances connected with their resignation which they considered ought to be brought to the attention of the members or creditors or the succeeding auditors of the Group. CCIF was proposed by the Board to be the auditors of the Group in an announcement of the Company dated 27 April 2004 and the appointment was approved by the members of the Company during an extraordinary general meeting (“EGM”) of the Company held on 17 May 2004.

The Board considers that Messrs HLB Hodgson Impey Cheng (“HLB”) is suitably qualified to take over the audit appointment from CCIF and therefore, in accordance with the articles of association of the Company (article no.158 requires that if the auditors resign, the Board shall as soon as practicable convene the EGM to fill the vacancy), proposes that an ordinary resolution to appoint HLB as auditors at a remuneration to be fixed by the Board be approved at the EGM.

In the announcement of the Company dated 15 June 2004, the board meeting scheduled to approve the final results of the Group for the year ended 31 March 2004 which was originally scheduled to be held on 15 June 2004 has been postponed until further notice, but in any case will not be later than 31 July 2004. Capital Concord Profits Limited (“Capital Concord”), the substantial shareholder of the Company which held 50.05% of the voting rights, has indicated they have agreed to appoint HLB as the auditors of the Group for the year ended 31 March 2004 in the EGM. In order to ensure the Group complied with Rules 13.46(1) and 13.50 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Board agreed to allow HLB to start to audit the financial statements of the Group on a confidential basis immediately so as to assist HLB to complete the audit as soon as practicable. The Board considered this arrangement does not violate the articles of association of the Company after consultation with the legal adviser on Cayman Islands law. The Board also considered this arrangement is in the best interest of the shareholders of the Company. In addition, the Company has received a confirmation from HLB that they will complete the audit of the financial statements of the Group for the year ended 31 March 2004 by 27 July 2004. HLB also confirmed that they have a thoughtful understanding of the work required, including the e-business platform and the license rights, to enable the publication of the financial statements by 31 July 2004.

NOTICE

Please refer to page 4 of this circular a notice convening the EGM to be held at 10:00 a.m. on 26 July 2004 at Suite 2803, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the resolution to approve the change of auditors.

DOCUMENT AVAILABLE FOR INSPECTION

Copy of the articles of association of the Company will be available for inspection at the principle place of business of the Company during normal business hours from the date of this circular up to and including the date of EGM and at the venue of the EGM during the EGM.

– 2 –

LETTER FROM THE BOARD OF DIRECTORS

RECOMMENDATION

The Board considers that proposal as referred to in this circular is all in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends you to vote in favour of the ordinary resolution as set out in the notice of the EGM.

GENERAL INFORMATION

The English text of this circular shall prevail over the Chinese text.

Yours faithfully, For and on behalf of Kenfair International (Holdings) Limited Cheung Shui Kwai Managing Director

– 3 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

KENFAIR INTERNATIONAL (HOLDINGS) LIMITED �� !"# $ %& ' ( )

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Kenfair International (Holdings) Limited (the “Company”) will be held at 10:00 a.m. on 26 July 2004 (Monday) at Suite 2803, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as ordinary resolution:

ORDINARY RESOLUTION

“ THAT Messrs HLB Hodgson Impey Cheng be and are hereby appointed as auditors of the Company to fill the vacancy created by the resignation of Messrs Charles Chan, Ip & Fung CPA Ltd., and to hold office until the conclusion of the next annual general meeting of the Company at a remuneration to be fixed by the board of Directors of the Company (the “Board”)”.

By Order of the Board Kenfair International (Holdings) Limited Cheung Shui Kwai Managing Director

Hong Kong, 12 July 2004

Executive directors: Ip Ki Cheung (Chairman) Cheung Shui Kwai (Managing Director) Chan Siu Chung

Independent Non-executive directors: Wong Tat Tong Chan Wing Yau, George Lai Yang Chau, Eugene

– 4 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: Principal place of business Century Yard in Hong Kong: Cricket Square Suite 2803, Tower 6 Hutchins Drive The Gateway, Harbour City P.O. Box 2681 GT 9 Canton Road George Town Tsim Sha Tsui Grand Cayman Kowloon British West Indies Hong Kong

Notes:

• (1) A member of the Company entitled to attend and vote at the above 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 for use at the above meeting is enclosed. In order 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 deposited with the Hong Kong branch share registrar of the Company, Tengis Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding the meeting or any adjournment thereof. In the case of a joint share holding, the form of proxy may be signed by any one joint holder.

• (3) Completion and return of the accompanying form of proxy will not preclude a member of the Company from attending and voting in person at the above meeting or any adjournment thereof if he so wishes. In that event, his form of proxy will be deemed to have been revoked.

• (4) Where there are joint holders of any share in 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 were solely entitled thereto; but if more than one such joint holders be present at the meeting personally or by proxy, then the one of such holders 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 in person or by proxy (as the case may be).

– 5 –