Eminence Enterprise Limited — Proxy Solicitation & Information Statement 2003

Sep 18, 2003

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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)

GENERAL MANDATE TO REPURCHASE SHARES GENERAL MANDATE TO ISSUE SHARES

A notice convening a special general meeting of i100 Limited (the “Company”) to be held at 7th Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong on Wednesday, 8 October 2003 at 9:00 a.m., is set out on pages 9 to 11 of this circular.

Whether or not you are able to attend, please complete and return the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrars 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 but in any event not less than 48 hours before the time for the holding the meeting or any adjournment thereof. Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting or any adjournment thereof if you so wish.

18 September 2003

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board of Directors
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
General mandate to repurchase Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix—Explanatory statement on the Repurchase Mandate. . . . . . . . . . . . . . . .	5
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

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

“Board”	the board of Directors of the Company
“Bye-laws”	the bye-laws of the Company
“Company”	i100 Limited, an exempted company incorporated in Bermuda
	with limited liability and whose shares are listed on the main
	board of the Stock Exchange
“Directors”	directors of the Company from time to time
“HK$” and “$”	Hong Kong dollars, the lawful currency of Hong Kong
“Latest Practicable Date”	15 September 2003, being the latest practicable date prior to
	theprintingofthiscircularforascertainingcertain
	information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Prospectus”	the prospectus of the Company dated 8 September 2003
“Rights Issue”	the issue of the Rights Shares by way of rights to the
	Qualifying Shareholders as defined in the Prospectus on the
	terms set out therein
“Rights Share(s)”	13,773,412 Rights Shares to be issued under the Rights Issue
“Shareholder(s)”	registered holder(s) of the Share(s)
“Share(s)”	ordinary share(s) of HK$0.40 each in the capital of the
	Company
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“SGM”	the special general meeting of the Company to be held at 7th
	Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle
	Peak Road, Cheung Sha Wan, Kowloon, Hong Kong, on
	Wednesday, 8 October 2003 at 9:00 a.m.
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeover Code”	the Hong Kong Code on Takeovers and Mergers
“%”	percentage

— 1 —

LETTER FROM THE BOARD OF DIRECTORS

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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

Registered office:

Cedar House 41 Cedar Avenue Hamilton HM 12 Bermuda

(Vice President)

Independent non-executive Directors:

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

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

18 September 2003

To the Shareholders,

Dear Sir or Madam,

GENERAL MANDATE TO REPURCHASE SHARES GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the SGM to be held on 8 October 2003. These include resolutions relating to (i) general mandate for the repurchase by the Company of its own Shares; and (ii) general mandate for the issue of new Shares by the Company.

GENERAL MANDATE TO REPURCHASE SHARES

On 23 May 2003, a general mandate was given to the Directors to exercise all the powers of the Company to repurchase its own Shares. To ensure that the Rights Shares resulting from the Rights Issue, the dealing of which is expected to commence on 2 October 2003, are included in calculation of the number of Shares which are permitted to be repurchased by the Company, an ordinary resolution will be proposed at the SGM to approve the grant of a general mandate to the Directors to repurchase from time to time such number of Shares on the Stock Exchange up to a maximum of 10% of the issued share capital of the Company at the date of passing this resolution (the “Repurchase Mandate”).

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LETTER FROM THE BOARD OF DIRECTORS

If the resolution for the Repurchase Mandate is passed at the SGM, the Repurchase Mandate 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 law or the Company’s Bye-laws to be held or until revoked, renewed or varied by ordinary resolution of the Shareholders in general meeting prior to the next annual general meeting, whichever occurs first.

An explanatory statement to provide Shareholders with all the information reasonably necessary for them to make an informed decision in relation to this proposed resolution as required by the Listing Rules concerning the regulation of purchases by companies of their own shares on the Stock Exchange is set out in the Appendix to this circular.

The Directors have no present intention to repurchase any Shares.

GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution will be proposed at the SGM to approve to grant a general mandate to the Directors to allot, issue, and deal with, (otherwise than by way of rights or an issue of Shares upon the exercise of any subscription rights attached to any warrants of the Company or pursuant to the exercise of any options which have been or may be granted under any share option scheme for the grant to the directors, employees, suppliers, advisors and consultants of the Company and/or any of its subsidiaries of rights to subscribe for Shares or any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of the dividend on Shares in accordance with the Bye-laws of the Company), such number of Shares up to a maximum 20% of the issued share capital of the Company at the date of passing this resolution (the “General Mandate”).

An ordinary resolution will also be proposed at the SGM to extend the General Mandate by the addition to the number of the Shares which may be allotted or issued pursuant to such General Mandate of the number of Shares repurchased by the Company pursuant to the Repurchase Mandate, provided that such extended amount shall not exceed 10% of the issued share capital of the Company at the date of passing this resolution.

If the resolution for the General Mandate is passed at the SGM, the General Mandate will continue in force until the conclusion of 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 law or the Company’s Bye-laws to be held or until revoked, renewed or varied by ordinary resolution of the Shareholders in general meeting prior to next annual general meeting, whichever occurs first.

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

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LETTER FROM THE BOARD OF DIRECTORS

RECOMMENDATION

The Directors consider that the approval of the Repurchase Mandate, the General Mandate and the extension of the General Mandate are in the best interests of the Company and the Shareholders and accordingly recommend that you vote in favour of the resolutions referred to above at the SGM.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purposes of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in the circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

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

President & Chief Executive Officer

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APPENDIX EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This is an explanatory statement given to the Shareholders in relation to the resolution to approve the Repurchase Mandate proposed to be passed at the SGM.

The Stock Exchange takes no responsibility for the contents of this statement, 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 statement.

1. SHARE CAPITAL

Subject to the passing of the resolution approving the Repurchase Mandate at the SGM and on the basis of 41,320,237 Shares in issue immediately after the issue of the Rights Shares and assuming that no further Shares are issued or repurchased by the Company prior to the SGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 4,132,023 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 enable 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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APPENDIX EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. 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. CONNECTED PERSONS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, 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. THE TAKEOVER CODE AND SHARE REPURCHASES

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 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 Rules 26 and 32 of the Takeover Code.

According to the register of interests and short positions of substantial shareholders kept by the Company under Section 336 of Part XV of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons and/or companies were directly or indirectly interested in 5% or more of the voting shares in the Company as at the Latest Practicable Date:

			Approximate
			percentage of
			issued share
	Direct	Indirect	capital of the
Name of substantial Shareholders	interests	interests	Company
Landmark Profits Limited (Note)	14,251,036		51.73%
Newcourt Trustees Limited (Note)		14,251,036	51.73%
Accumulate More Profits Limited (Note)		14,251,036	51.73%
Magical Profits Limited (Note)		14,251,036	51.73%
Easyknit International Holdings Limited (Note)		14,251,036	51.73%
Mr. Koon Wing Yee (Note)		14,251,036	51.73%
Mr. Lui Yuk Chu (Note)		14,251,036	51.73%
Mountial Investment Company Limited	1,900,000		6.90%
The Leadcorp, Inc.	1,832,150		6.65%

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APPENDIX EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Note:

The 14.251,036 Shares are registered in the name of and are beneficially owned by Landmark Profits Limited which is a wholly-owned subsidiary of Easyknit International Holdings Limited (“Easyknit”). Magical Profits Limited is interested in approximately 36.74% of the issued share capital of Easyknit.

Magical Profits Limited is wholly-owned by Accumulate More Profits Limited which in turn is wholly-owned by Newcourt Trustees Limited as trustee of The Magical 2000 Trust (the beneficiaries of which include Ms. Lui Yuk Chu, a Director and her family members). Mr. Koon Wing Yee, being the spouse of Ms. Lui Yuk Chu, is deemed to be interested in the 14,251,036 Shares by virtue of the SFO.

Pursuant to an underwriting agreement dated 30 July 2003 entered into between the Company and Get Nice Investment Limited (the “Underwriter”), the Underwriter has agreed to underwrite not more than 6,988,494 Rights Shares, representing approximately 16.8% of the enlarged issued share capital of the Company upon completion of the Rights Issue and on the assumption that the Share Options (as defined in the Prospectus) are exercised prior to the Record Date (as defined in the Prospectus). 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 Underwriter’s interest in the Company by virtue of the SFO.

Save as disclosed above, no person had registered an interest in the share capital of the Company that was required to be recorded under Section 336 of Part XV of the SFO.

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 Rights Shares) the attributable shareholdings of each of Landmark Profits Limited, Newcourt Trustees Limited, Accumulate More Profits Limited, Magical Profits Limited, Easyknit, Mr. Koon Wing Yee and Ms. Lui Yuk Chu in the Company would be increased to approximately 57.5% of the enlarged issued share capital of the Company immediately after the Rights Issue. The Directors are not aware of any consequences which will arise under the Takeover Code as a result of any repurchase of Shares made under the Repurchase Mandate. In the event that the Repurchase Mandate is exercised in full, the number of Shares held by the public would not fall below 25%.

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APPENDIX EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

7. SHARE PRICES

The highest and lowest traded 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
September	0.095	0.069
October	0.140	0.082
November	0.116	0.095
December	0.106	0.048
2003
January	0.062	0.037
February	0.055	0.022
March	0.034	0.020
April	0.029	0.015
May	0.040	0.022
June	0.044	0.020
July	0.032	0.018
August	0.033	0.017

8. GENERAL

During each of 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 SGM

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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 Wednesday, 8 October 2003, at 9:00 a.m. for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

   • (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;

   • (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;

   • (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;

   • (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 and the said approval shall be limited accordingly; and

   • (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 SGM

• (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, or any territory outside, Hong Kong).”

2. “ THAT :

• (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;

• (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;

• (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 and the said approval shall be limited accordingly; and

• (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 SGM

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.”

By Order of the Board KOON, Wing Yee

President and Chief Executive Officer

Hong Kong, 18 September 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 registrars 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 on the poll concerned and, in such event, the form appointing a proxy shall be deemed to be revoked.

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