Eminence Enterprise Limited — Proxy Solicitation & Information Statement 2003

Nov 4, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 stockbroker or any other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in i100 Limited, you should at once hand this circular together with the accompanying proxy form 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.

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i100 Limited

(Incorporated in Bermuda with limited liability)

Executive Directors:

Mr. KOON, Wing Yee (President & Chief Executive Officer) Ms. LUI, Yuk Chu Mr. TSANG, Yiu Kai (Vice President)

Independent Non-executive Directors:

Mr. KAN, Ka Hon Mr. KWONG, Jimmy Cheung Tim

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

Head office and principal place of business in Hong Kong: 7th Floor Hong Kong Spinners Building, Phase 6 481-483 Castle Peak Road Cheung Sha Wan Kowloon Hong Kong

28 October 2003

To the shareholders and, for information only,

the optionholders

Dear Sir or Madam,

PROPOSALS RELATING TO GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES AND CHANGE OF COMPANY NAME

GENERAL MANDATE TO ISSUE NEW SHARES

A conditional placing agreement (the “Placing Agreement”) was entered into between Get Nice Investment Limited (the “Placing Agent”) and i100 Limited (the “Company”) on 13 October 2003 in

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relation to the placing (the “Placing”) of 8,264,047 new Shares as defined hereinafter (the “Placing Shares”) under the general mandate (the “Existing Issue Mandate”) to issue ordinary shares of HK$0.40 each (the “Shares”) in the capital of the Company granted to the directors of the Company (the “Directors”) at the special general meeting of the Company held on 8 October 2003 at HK$0.865 each, details of which are set out in Company’s announcement dated 14 October 2003. Completion of the Placing is expected to take place on the business day following the fulfillment of the condition of granting the listing of and the permission to deal in the Placing Shares by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The Placing Agreement will lapse if the condition is not fulfilled on or before 14 November 2003 (or such other date as may be agreed between the Company and the Placing Agent).

As the Existing Issue Mandate will be used up by the issue of the Placing Shares, an ordinary resolution will be proposed at a special general meeting of the Company (the “SGM”) that the Directors be given a general and unconditional mandate to allot, issue, and deal with additional Shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company at the date of the SGM as enlarged by the issue of the Placing Shares (the “Issue Mandate”). In addition, if the resolution to authorise the purchase of Shares is passed, an ordinary resolution will be proposed at the SGM to authorise the Directors to issue further Shares up to an amount equal to the aggregate nominal amount of the Shares purchased under the authority to repurchase.

Apart from the issue of Placing Shares, the Directors have no present intention to issue or allot any new Shares.

GENERAL MANDATE TO REPURCHASE SHARES

At the SGM, an ordinary resolution will be proposed that the Directors be given a general and unconditional mandate to exercise all powers of the Company to repurchase from time to time on the Stock Exchange the Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the SGM as enlarged by the issue of the Placing Shares (the “Repurchase Mandate”).

The Repurchase Mandate and the Issue Mandate, if passed, would continue in force until the conclusion of the next annual general meeting of the Company or until the expiration of the period within which the next annual general meeting of the Company is required by the Company’s bye-laws or any applicable law to be held or until revoked, renewed or varied by ordinary resolution of the shareholders of the Company (the “Shareholders”) in general meeting prior to the next annual general meeting, whichever occurs first.

An explanatory statement required by the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), to be sent to the Shareholders in connection with the proposed general mandate to repurchase Shares, is set out in the Appendix to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution at the SGM.

The Directors have no present intention to repurchase any Shares.

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CHANGE OF COMPANY NAME

On 21 October 2003, the Directors announced the proposal to change the name of the Company to “Asia Alliance Holdings Limited” and to adopt a Chinese name “ ” for identification purpose only (the “Proposal”) subject to the conditions set out in the section headed “Conditions” below.

Reasons

The Company and its subsidiaries (the “Group”) are principally engaged in wireless communication business and provision of communication solutions consultancy services. However, the existing wireless communication business continues to suffer huge loss. According to the results for the six months ended 30 June 2003 as announced on 25 September 2003, the Group has reported an unaudited net loss of approximately HK$27 million. In view of the downturn of economy and the market sentiment in the wireless communication business remains gloomy, the Directors have no alternative but to introduce new business of garment trading in early October 2003 that may help to turn around the business of the Group. With ample and extensive experience in garment business of the management, the same as that of Easyknit International Holdings Limited (“Easyknit”), which has been mainly participating in garment business, after Easyknit has become an indirect controlling shareholder of the Company as disclosed in the joint announcement of the Company and Easyknit dated 6 February 2003, it is in the best interest of the shareholders to introduce such kind of business into the Group. The new business of garment trading represents garment sourcing and then selling the products to customers. The new business is trading under a subsidiary of the Company and is responsible by a separate sourcing team which could be easily identified or separated from that of Easyknit. The Group’s principal activities will remain unchanged. The Directors have no intention to inject any garment business from Easyknit and have not come up with any other development plans. “Asia Alliance” bears no resemblance to the new business. The change of name is a symbol of new management which gives investors a new identity.

Conditions

The Proposal is subject to the passing of a special resolution by the Shareholders at the SGM and the approval by the Registrar of Companies in Bermuda.

The proposed change of name will take effect from the date on which the new English name is entered into the register in Bermuda by the Registrar of Companies in Bermuda in place of the existing name. The Company will carry out the necessary filing procedures with the Registrar of Companies in Bermuda and in Hong Kong.

Share Certificates

The Proposal will not affect any rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company, after the Proposal has become effective, will continue to be legal and valid evidence of title to the Shares and shall remain legal and valid for trading, settlement and registration purposes. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates bearing the new name. As soon as the Proposal has become effective, any new issue of share certificates will be issued in the new name of the Company.

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If the Shareholders so wish, they may, after the date on which the Proposal becomes effective, deliver existing share certificates in respect of the Shares held by them to the Company’s Hong Kong branch share registrar and transfer office, Secretaries Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, to exchange at their own expense, for the new share certificates bearing the new name of the Company. Such exchanges will incur a fee of HK$2.50 (or such higher amount as may from time to time be charged) for each of such certificates to be issued.

The Company will make a further announcement on the effective date of the Proposal and the arrangements relating to trading and dealings in the Shares on the Stock Exchange under the new name of the Company.

SPECIAL GENERAL MEETING

The SGM is to be held at 7th Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong on Tuesday, 18 November 2003 at 9:00 a.m.. Set out on pages 8 to 10 of this circular is a notice convening the SGM for the purpose of considering and, if thought fit, passing the relevant resolutions relating to (i) the general mandates to issue new Shares and repurchase Shares; and (ii) the Proposal.

There is enclosed a proxy form for use at the SGM. Whether or not Shareholders are able to attend the SGM, they are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Secretaries Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the SGM or any adjournment thereof if they so wish. In the event that a Shareholder having lodged a proxy form attends the SGM, his proxy form will be deemed to have been revoked.

RECOMMENDATION

The Directors consider that the approval of the Repurchase Mandate, the Issue Mandate, the extension of the Issue Mandate and the Proposal are in the best interests of the Company and the Shareholders and accordingly recommend the Shareholders to vote in favour of the resolutions to be proposed at the SGM.

Yours faithfully, By order of the board of i100 Limited KOON, Wing Yee

President and Chief Executive Officer

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EXPLANATORY STATEMENT

APPENDIX

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information in relation to the Repurchase Mandate for the Shareholders’ consideration.

1. SHARE CAPITAL

As at 24 October 2003, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein (the “Latest Practicable Date”), the issued share capital of the Company comprised 41,320,237 Shares.

Assuming that (i) the Placing Shares are fully placed; (ii) no further Shares are issued or repurchased by the Company prior to the SGM; and (iii) resolution numbered 2 as set out in the notice of the SGM is duly passed at the SGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 4,958,428 Shares during the period in which the Repurchase Mandate remains in force.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek the Repurchase Mandate which enables the Directors to repurchase Shares on the Stock Exchange. 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 the Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply internal funds legally available for such purpose in accordance with its bye-laws, the Listing Rules and the applicable laws of Bermuda. Any repurchases will be made out of funds of the Company legally permitted to be utilised in this connection, including capital paid up on the Shares to be repurchased, profits otherwise available for dividend and in the case of premiums payable on repurchase, sums standing to either the share premium account or contributed surplus account of the Company.

There might be a material adverse impact on the working capital requirements or gearing levels of the Company, as compared with the position disclosed in the latest published audited accounts as at 31 December 2002, in the event that the Repurchase Mandate was to be exercised in full at any time during the proposed purchase period. However, 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 of the Company or the gearing levels that in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX

4. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the the Repurchase Mandate and in accordance with its bye-laws, the Listing Rules and the applicable laws of Bermuda.

5. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

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

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. HONG KONG CODE ON TAKEOVERS AND MERGERS

If on exercise of the powers to repurchase Shares pursuant to the Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company will increase, such increase will be treated as an acquisition for the purpose of Rule 32 of the Hong Kong Code on Takeovers and Mergers (the “Takeover Code”). As a result, a Shareholder or group of Shareholders acting in concert (as interpreted according to the Takeover Code), depending on the level of the 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, Landmark Profits Limited (“Landmark”) held 21,376,554 Shares, representing approximately 51.73% of the issued share capital of the Company and approximately 43.11% of the enlarged issued share capital of the Company immediately after the Placing. Landmark is a wholly-owned subsidiary of Easyknit. Magical Profits Limited (“Magical”) is interested in approximately 36.74% of the issued share capital of Easyknit. Magical Profits Limited is wholly owned by Accumulate More Profits Limited (“Accumulate”) which in turn is wholly owned by Newcourt Trustees Limited (“Newcourt”) as trustee of The Magical 2000 Trust (the beneficiaries of which include Ms. Lui Yuk Chu and her family members). Mr. Koon Wing Yee is the spouse of Ms. Lui Yuk Chu. Easyknit, Magical, Accumulate, Newcourt, Ms. Lui Yuk Chu and Mr. Koon Wing Yee are taken to have an interest under the Securities and Futures Ordinance (the “SFO”) in the same block of 21,376,554 Shares held by Landmark.

Pursuant to the Placing Agreement, Get Nice Investment Limited, being the Placing Agent, has agreed to fully underwrite 8,264,047 Placing Shares, representing 20% of the issued share capital of the Company as at the Latest Practicable Date. The Placing Agent is 100% controlled by Get Nice Incorporated. Honeylink Agents Limited and its non-wholly owned subsidiary, Get Nice Holdings Limited, through its wholly owned subsidiary, Get Nice Incorporated, are deemed to be interested in the Placing Agent’s interest in the Company by virtue of the SFO.

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APPENDIX

EXPLANATORY STATEMENT

In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, then (if the present shareholdings otherwise remained the same apart from the issue of Placing Shares) the attributable shareholdings of each of Landmark, Easyknit, Magical, Accumulate, Newcourt, Ms. Lui Yuk Chu and Mr. Koon Wing Yee in the Company would be increased from approximately 43.11% of the enlarged issued share capital of the Company immediately after the Placing to approximately 47.90% of the enlarged issued share capital of the Company immediately after the Placing and full exercise of the Repurchase Mandate. In the opinion of the Directors, such increase may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in takeover obligations.

7. SHARE PRICES

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

	**PER **	SHARE
	Highest	Lowest
	HK$	HK$
2002
October	4.08	2.52
November	3.44	2.88
December	3.16	1.60
2003
January	2.00	1.32
February	1.52	0.92
March	1.24	0.88
April	1.12	0.84
May	1.40	0.92
June	1.52	0.88
July	1.20	0.80
August	1.20	0.80
September	1.68	0.96

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).

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NOTICE OF SPECIAL GENERAL MEETING

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i100 Limited

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that a special general meeting (“SGM”) of the shareholders of i100 Limited (the “Company”) will be held at 7th Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong on Tuesday, 18 November 2003, at 9:00 a.m. for the following purposes:

To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to the passing of each of the paragraphs (b), (c) and (d) of this resolution, any prior approvals of the kind referred to in paragraphs (b), (c) and (d) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked;

3. (b) subject to paragraph (d) 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 and deal with additional shares in the capital of the Company and to make or grant offers, agreements or options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

4. (c) the approval in paragraph (b) 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;

5. (d) 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 in paragraph (b) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) 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 bye-laws of the Company, or (iii) the exercise of any option granted under the share option scheme of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution as enlarged by the issue of the Placing Shares (as defined in the Company’s announcement dated 14 October 2003) and the said approval shall be limited accordingly; and

6. (e) for the purposes 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;

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NOTICE OF SPECIAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law to be held; or

• (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.

“Rights Issue” means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company 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 the passing of each of the paragraphs (b) and (c) of this resolution, any prior approvals of the kind referred to in paragraphs (b) and (c) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked;

3. (b) 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 purchase its own shares, subject to and in accordance with all applicable laws and regulations, the bye-laws of the Company and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

4. (c) the aggregate nominal amount of shares of the Company to be purchased by the Company pursuant to the approval in paragraph (b) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution as enlarged by the issue of the Placing Shares (as defined in the Company’s announcement dated 14 October 2003) and the said approval shall be limited accordingly; and

5. (d) for the purposes 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 the bye-laws of the Company or any applicable law to be held; or

• (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.”

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NOTICE OF SPECIAL GENERAL MEETING

1. “ THAT , subject to the passing of resolutions numbered 1 and numbered 2 above, the authority granted to the directors of the Company pursuant to resolution numbered 1 above be and is hereby extended by the addition to the aggregate nominal amount of share capital which may be allotted or agreed conditionally or unconditionally to be allotted pursuant to such authority an amount representing the aggregate nominal amount of shares repurchased by the Company under the authority granted pursuant to resolution numbered 2, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution as enlarged by the issue of the Placing Shares (as defined in the Company’s announcement dated 14 October 2003).”

To consider and, if thought fit, pass the following resolution as Special Resolution of the Company:

SPECIAL RESOLUTION

1. “ THAT , subject to the approval of the Registrar of Companies in Bermuda, the name of the Company be changed to “Asia Alliance Holdings Limited” and the Company do adopt the Chinese name “ ” for identification purpose only.”

By Order of the board of i100 Limited KOON, Wing Yee President and Chief Executive Officer

Hong Kong, 28 October 2003

Head office and principal place of business:

7th Floor

Hong Kong Spinners Building, Phase 6 481-483 Castle Peak Road Cheung Sha Wan Kowloon Hong Kong

Notes:

• (1) Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to attend and vote on the same occasion. A proxy need not be a member of the Company.

• (2) In the case of joint holders, any one of such holders may attend and vote at the meeting either personally or by proxy, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of the joint holding shall alone be entitled to vote in respect thereof.

• (3) In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Company’s Hong Kong branch share registrar and transfer office, Secretaries Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for the holding of the meeting or any adjournment thereof. Completion and deliver of the form of proxy will not preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof or on the poll concerned and, in such event, the form appointing a proxy shall be deemed to be revoked.

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