Eminence Enterprise Limited — Proxy Solicitation & Information Statement 2003

May 7, 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 to the purchaser or to the bank, stockbroker, or other agent through whom the sale was effected for transmission to the purchaser.

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.

==> picture [110 x 33] intentionally omitted <==

i100 Limited

(Incorporated in Bermuda with limited liability)

GENERAL MANDATE TO REPURCHASE SHARES GENERAL MANDATE TO ISSUE SHARES

A notice convening an Annual General Meeting of i100 Limited (the “Company”) to be held at Charter Room 1, Function Room Level, The Ritz-Carlton Hotel, 3 Connaught Road Central, Hong Kong on Friday, 23 May 2003 at 9:30 a.m., is set out on pages 7 to 9 of the Annual Report 2002 which is sent together with 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, Tengis 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. Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish.

30 April 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

— i —

DEFINITIONS

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

“Annual General Meeting”	the annual general meeting of the Company to be held at
	Charter Room 1, Function Room Level, The Ritz-Carlton
	Hotel, 3 Connaught Road Central, Hong Kong, on Friday, 23
	May 2003 at 9:30 a.m.
“Board”	the board of Directors of the Company
“Bye-laws”	the bye-laws of the Company
“Companies Act”	the Companies Act 1981 of Bermuda
“Company”	i100 Limited, a company incorporated in Bermuda with
	limited liability and whose shares are listed on the Stock
	Exchange
“Directors”	directors of the Company from time to time
“Group”	the Company and its subsidiaries
“HK$” and “$”	Hong Kong dollars, the lawful currency of Hong Kong
“Latest Practicable Date”	25 April 2003, being the latest practicable date prior to the
	printing of this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Memorandum of Association”	the memorandum of association of the Company
“Shareholder(s)”	registered holder(s) of the Share(s)
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the
	Company
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeover Code”	the Hong Kong Code on Takeovers and Mergers

— 1 —

LETTER FROM THE BOARD OF DIRECTORS

==> picture [110 x 33] intentionally omitted <==

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, Cheung Tim

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: 2906 Central Plaza 18 Harbour Road Wanchai Hong Kong

30 April 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 Annual General Meeting to be held on 23 May 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 6 June 2002, a general mandate was given to the Directors to exercise all the powers of the Company to repurchase its own Shares which will lapse at the conclusion of the forthcoming Annual General Meeting. An ordinary resolution will therefore be proposed at the Annual General Meeting 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 per cent. of the issued share capital of the Company at the date of the resolution (the “Repurchase Mandate”).

— 2 —

LETTER FROM THE BOARD OF DIRECTORS

If the resolution for the Repurchase Mandate is passed at the Annual General Meeting, 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 is proposed at the Annual General Meeting 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 per cent. of the issued share capital of the Company at the date of the resolution (the “General Mandate”).

An ordinary resolution is also proposed at the Annual General Meeting 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 per cent. of the issued share capital of the Company at the date of the resolution.

If the resolution for the General Mandate is passed at the Annual General Meeting, 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.

The Directors have no present intention to issue or allot any new Shares.

— 3 —

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 Annual General Meeting.

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

— 4 —

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 Annual General Meeting.

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 however arising from or in reliance upon the whole or any part of the contents of this statement.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,101,873,000 Shares.

Subject to the passing of the resolution approving the Repurchase Mandate at the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 110,187,300 Shares on the assumption that there will be no variation in the issued share capital of the Company during the period from the Latest Practicable Date up to the date of the resolution.

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 REPURCHASE

In repurchasing Shares, the Company may only apply internal funds legally available for such purpose in accordance with its Memorandum of Association and 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 an adverse effect on the working capital requirements or gearing levels of the Company, as compared with the position disclosed in the published audited accounts as at 31 December 2002, in the event that the Repurchase Mandate is exercised in full. 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.

— 5 —

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 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 other 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, 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 per cent. or more of the voting shares in the Company as at the Latest Practicable Date:

			Percentage
		Number of	of issued
Name of Shareholder	Notes	Shares held	share capital
Easyknit International Holdings Limited	1	609,369,460	55.3%
Koon Wing Yee	1 & 2	609,369,460	55.3%
Landmark Profits Limited	1	609,369,460	55.3%
Lui Yuk Chu	1 & 2	609,369,460	55.3%
Mountial Investment Company Limited		76,000,000	6.9%
The Leadcorp, Inc.		73,286,000	6.65%

— 6 —

APPENDIX EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Notes:

1. Landmark Profits Limited (“Landmark Profits”) holds 609,369,460 Shares in the Company. By virtue of Landmark Profits being a wholly-owned subsidiary of Easyknit International Holdings Limited (“Easyknit”) which is deemed to be interested in the 609,369,460 Shares held by Landmark Profits.

2. 324,216,452 ordinary shares of Easyknit (representing approximately 36.74% of the issued shares of Easyknit) are held by Magical Profits Limited which is ultimately owned by the Magical 2000 Trust, the beneficiaries of which include, Ms. Lui Yuk Chu and her family members. Mr. Koon Wing Yee, being the spouse of Ms. Lui Yuk Chu, is deemed to be interested in the 609,369,460 Shares 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) the attributable shareholdings of each of Easyknit, Koon Wing Yee, Landmark Profits and Lui Yuk Chu in the Company would be increased to 61 per cent. of the issued share capital of the Company. 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 exercise in full, the number of Shares held by the public would not fall below 25 per cent.

— 7 —

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 were as follows:

	**PER **	SHARE
	Highest	Lowest
	HK$	HK$
2002
April	0.430	0.255
May	0.435	0.265
June	0.400	0.126
July	0.150	0.070
August	0.088	0.050
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

8. GENERAL

During each of the six months preceding the date of this circular, no Shares have been repurchased by the Company (whether on the Stock Exchange or otherwise).

— 8 —