G-Resources Group Limited — AGM Information 2004

Oct 29, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited takes no responsibility for 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.

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Credit Card DNA Security System (Holdings) Limited (the “Company”), you should at once hand this circular together with the proxy form enclosed to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1051)

NOTICE OF ANNUAL GENERAL MEETING

together with

EXPLANATORY STATEMENT

in respect of

PROPOSED GENERAL MANDATES TO REPURCHASE OWN SHARES AND

TO ISSUE SHARES

AND RE-ELECTION OF RETIRING DIRECTORS

A notice convening the Annual General Meeting of the Company to be held at Board Room II, M/F., Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on Friday, 3 December, 2004 at 10:00 a.m. at which the above proposals will be considered, is being dispatched to shareholders together with this circular. Whether or not you are able to attend the Annual General Meeting, you are required to complete and return the form of proxy enclosed with the Annual Report that is being dispatched to the shareholders, in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting. Completion of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting should you so wish.

• The Chinese name is for identification purpose only

29 October 2004

CONTENT

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . .	2
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I − Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix II − Details of Directors Proposed for Re-election . . . . . . . . . .	8
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

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

“Annual General Meeting”	the annual general meeting of the Company to be held at
	Board Room II, M/F., Grand Hyatt Hong Kong, 1
	Harbour Road, Hong Kong on 3 December 2004 at 10:00
	a.m.
“Board”	the board of directors
“Company”	Credit Card DNA Security System (Holdings) Limited, a
	company incorporated in Bermuda with limited liability
	and the shares of which are listed on the Stock Exchange
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	27 October 2004, being the latest practicable date for
	ascertaining certain information for inclusion in this
	circular
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange
“Repurchase Mandate”	the authority to the Directors to exercise all the powers of
	the Company to repurchase Shares of the Company in the
	terms set out in ordinary resolution 4(B) in the notice
	convening the Annual General Meeting
“SDI Ordinance”	the Securities (Disclosure of Interests) Ordinance
	(Chapter 396 of the Laws of Hong Kong)
“Share(s)”	ordinary shares of HK$0.01 each in the capital of the
	Company
“Share Issue Mandate”	general authority to the Directors to allot and issue shares
	in the terms set out in ordinary resolutions 4(A) and 4(C)
	in the notice convening the Annual General Meeting
“Shareholder(s)”	holder(s) of Shares
“Takeover Code”	The Hong Kong Code on Takeovers and Mergers
“The Stock Exchange”	the Stock Exchange of Hong Kong Limited

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LETTER FROM THE CHAIRMAN

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1051)

Executive Directors: Wong Kam Fu (Chairman) Wong Hoi Keung (Managing Director) Song Xiao Hai Lew Mon Hung Wong Hong Loong

Independent Non-executive Directors: Ha Ping Wong Che Man, Eddy Cheng Kong Ming

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

Principal Place of Business: 11th Floor, Tai Sang Bank Building 130 Des Voeux Road Central Hong Kong

29 October 2004

To the shareholders

Dear Sirs or Madam,

NOTICE OF ANNUAL GENERAL MEETING

together with

EXPLANATORY STATEMENT

in respect of

PROPOSED GENERAL MANDATES TO REPURCHASE OWN SHARES AND TO ISSUE SHARES AND RE-ELECTION OF RETIRING DIRECTORS

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

1. At the annual general meeting and the special general meeting of the Company held on 12 December 2003 and 26 March 2004, ordinary resolutions were passed giving general

2. The Chinese name is for identification purpose only

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LETTER FROM THE CHAIRMAN

mandates to the Directors to (i) allot, issue and otherwise deal with Shares with an aggregate nominal amount not exceeding 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution and the nominal amount (up to a maximum of 10 per cent. of the aggregate nominal amount of the Company’s then issued share capital) of any Shares repurchased by the Company; and (ii) to exercise the powers of the Company to repurchase Shares the aggregate nominal amount of which does not exceed 10 per cent. of the aggregate nominal amount of the then issued share capital of the Company (the “Existing General Mandates”). As at the Latest Practicable Date, no Shares have been repurchased and 40,000,000 Shares have been allotted, issued or otherwise dealt with pursuant to the Existing General Mandates.

1. Under the provisions of the Listing Rules, the Existing General Mandates shall lapse at the conclusion of the next annual general meeting of the Company. New general mandates to issue Shares and repurchase Shares, as set out in the notice of the Annual General Meeting, will be proposed at the Annual General Meeting. With reference to the new general mandates, the Directors wish to state that they have no immediate plans to repurchase any existing Shares or to issue any new Shares pursuant to the relevant mandates.

2. The explanatory statement required by the Listing Rules to be sent to Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed voting decision on the relevant resolution.

RE-ELECTION OF RETIRING DIRECTORS

The Board of Directors currently consists of eight directors, namely Mr. Wong Kam Fu, Mr. Song Xiao Hai, Mr. Wong Hoi Keung, Mr. Lew Mon Hung, Mr. Wong Hong Loong, Ms. Ha Ping, Mr. Wong Che Man, Eddy and Mr. Cheng Kong Ming.

Pursuant to the Bye-Laws of the Company, Mr. Song Xiao Hai, Mr. Wong Hong Loong, Mr. Wong Che Man, Eddy, Mr. Cheng Kong Ming, Mr. Lew Mong Hung and Ms. Ha Ping shall retire from office at the Annual General Meeting and shall be eligible for re-election. Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

Annual General Meeting of the Company will be held at Board Room II, M/F., Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong at 10:00 a.m. on Friday, 3 December 2004, whereat resolutions regarding the general mandates to issue Shares and to repurchase Shares will be proposed. Notice of the Annual General Meeting is setting out on pages 11 to 13 of this circular.

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LETTER FROM THE CHAIRMAN

There is enclosed a form of proxy for use at the Annual General Meeting. Whether or not Shareholders intend to be present at the Meeting, they are requested to complete the form of proxy and return it to the principal place of business in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the Meeting. Completion and delivery of the form of proxy will not prevent Shareholders from attending, and voting at the Meeting it they so wish.

RECOMMENDATION

The Directors consider that the granting of the Repurchase Mandate and the Share Issue Mandate are in the best interests of the Company and its Shareholders and so recommend Shareholders to vote in favour of the resolutions at the Annual General Meeting.

Yours faithfully, Wong Kam Fu Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their fully paid-up securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below. The Company is empowered by its memorandum of association and bye-laws to repurchase its own securities.

(a) Shareholders’ Approval

The Listing Rules provide that all on-market securities repurchased by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchases.

(b) Source of Funds

Repurchases must be made out of funds which are legally available for the purpose and in accordance with memorandum of association and bye-laws of the Company and the Company Act of Bermuda (the “Company Act”). Under the Company Act, the Company may only repurchase its shares out of capital paid up on the Shares to be repurchased or out of funds of the Company which would otherwise by available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. Any amount of premium payable on a repurchase over the par value of this share may only be effected out of funds of the Company which would otherwise be available for dividend or distribution or out of the Company’s share premium account. Such purchase may only be made if at least two Directors declare on the date of the repurchase by affidavit that, taking into account the proposed repurchase, the company is solvent or that its creditors have consented in writing to the purchase. As the Shares are listed on the Stock Exchange, the affidavit may, at the opinion of the Company, be sworn within 30 days after the end of the calendar quarter giving details of all purchases made during each quarter and confirming that the Company was solvent at all material times during the quarter.

2. SHARE CAPITAL

As at 27 October 2004, the Latest Practicable Date, the number of shares of the Company in issue was 10,677,550,165. On the basis of such figures, the Directors would be authorised to repurchase shares of HK$0.01 each of the Company up to a limit of 1,067,755,016 shares.

3. REASONS FOR REPURCHASE

The Directors believe that the proposed Repurchase Mandate is in the best interests of the Company and its shareholders. An exercise of the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, result in the increase in net asset value per share and/or earnings per share. The Directors are seeking grant of a general mandate to

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EXPLANATORY STATEMENT

APPENDIX I

repurchase securities to give the Company the flexibility to do so if and when appropriate. The number(s) and class(es) of securities to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

4. FUNDING OF REPURCHASES

Repurchases may be made out of funds which are legally available for such purpose in accordance with the memorandum of association and the bye-laws of the Company and the laws of Bermuda. It is envisaged that the funds required for any repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funded legally available for the purpose.

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital or gearing position of the Company compared with that as at 30 June 2004, being the date of the Company’s last audited accounts. However, the Directors do not intend to make any repurchases in circumstances that would have a material adverse impact on the working capital or gearing of the Company.

5. DISCLOSURE OF INTERESTS, TAKEOVER CODE AND MINIMUM PUBLIC HOLDING

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 Repurchase Mandate in accordance with the Listing Rule and the applicable laws of Bermuda.

No connected persons (as defined in the Listing Rules) of the Company or any of their associates has notified the Company that he has a present intention to sell any securities to the Company nor has any such connected person undertaken to the Company not to sell any of the securities held by him to the Company in the event that the Repurchase Mandate is granted by shareholders.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their Associates, has any present intention to sell any Shares to the Company, if the Repurchase Mandate is approved by the shareholders of the Company.

6. TAKEOVER CODE

A repurchase of securities by the Company may result in an increase in the proportionate interests of a substantial shareholder in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rules 26 and 32 of the Takeover Code.

As at the Latest Practicable Date, and according to the register of substantial shareholders’ interests maintained pursuant to the SDI Ordinance, Mr. Wong Kam Fu, through Sheung Hai Developments Limited which is a company wholly owned by him, held 2,876,266,543 Shares in the capital of the Company, representing approximately 26.94% of the issued share capital of the Company, was the sole substantial shareholder holding more than

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APPENDIX I

EXPLANATORY STATEMENT

10 per cent. of the issued share capital of the Company. In the event that the Directors should exercise the proposed Repurchase Mandate in full, the shareholding of Sheung Hai Developments Limited in the Company would be increased to approximately 29.93 per cent. of the issued share capital of the Company and such increases would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Code and will not reduce the amount of Shares held by the public to less than 25 per cent. of the total issued share capital of the Company. The Directors have no intention to repurchase Shares to such extent which will result in an obligation to make a mandatory offer under Rules 26 and 32 of the Code.

7. REPURCHASE OF SHARES

No purchase has been made by the Company of its shares in the six months prior to the date of this circular.

8. SHARE PRICES

The highest and lowest prices at which Shares of the Company have traded on the Stock Exchange in each of the previous fifteen months preceding the Latest Practicable Date are as follows:

		Shares
	Highest		Lowest
	(HK$)		(HK$)
October 2003	0.022		0.016
November 2003	0.020		0.015
December 2003	0.022		0.015
January 2004	0.023		0.017
February 2004	0.065		0.019
March 2004	0.098		0.056
April 2004	0.086		0.065
May 2004	0.085		0.050
June 2004	0.081		0.065
July 2004	0.074		0.064
August 2004	0.078		0.067
September 2004	0.076		0.067
October 2004 (up to the Latest Practicable Date)	0.072		0.058

9. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this 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.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Song Xiao Hai , aged 50, was appointed as executive director of the Company on 15 March 2004. Mr. Song is at present a director and deputy general manager of BCC International Investment Limited, a subsidiary of Beijing Capital Group. Mr. Song did not hold any directorship in other listed public companies in the last three years. Mr. Song does not hold any position with the Company and other members of the Group.

There is no service contract between the Company and Mr. Song. He has no fixed term of service with the Company but will subject to the rotational retirement and re-election requirements at annual general meeting pursuant to the Bye-Laws of the Company. There is no agreement on the amount of the remuneration payable to Mr. Song. His remuneration will be reviewed annually by the Board with reference to his duties and responsibilities with the Company, the Company’s performance and profitability. For the year ended 30 June 2004, no emolument had been paid to Mr. Song. Mr. Song is not connected with any directors, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Song is interested in 100,000,000 Shares within the meaning of Part XV of the Securities and Future Ordinance.

There is no need to draw to the attention of the shareholders regarding the retirement and re-election by rotation of Mr. Song.

Mr. Wong Hong Loong , aged 26, was appointed as executive director of the Company on 24 June 2004. Mr. Wong obtained a bachelor degree in Mathematics from University of Toronto in 2003. Mr. Wong is now acting as Marketing Officer in the Company. Mr. Wong did not hold any directorship in other listed public companies in the last three years. Mr. Wong does not hold any position with the Company and other members of the Group.

Mr. Wong is the son of Mr. Wong Kam Fu, the Chairman of the Company. Mr. Wong is entitled to a fixed annual salary of HK$240,000 plus directors’ bonus (which is discretionary and not determined currently). The service contract provides for a fixed term of three years. The emolument of Mr. Wong (including the fixed salary and the directors’ bonus) is determined by the Board with reference to the Company’s performance and profitability as well as the qualification and experience of Mr. Wong. As at 30 June 2004, HK$4,602 had been paid to Mr. Wong.

As at the Latest Practicable Date, Mr. Wong is interested in 50,000,000 Shares within the meaning of Part XV of the Securities and Future Ordinance.

There is no need to draw to the attention of the shareholders regarding the retirement and re-election by rotation of Mr. Wong.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Lew Mon Hung , aged 55, was appointed as executive director of the Company on 7 January 2002. Mr. Lew is currently the chief consultant of Yamaichi Securities (H.K.) Limited and he had been director, chief executive or chief consultant of various financial institutions. He has extensive experiences in corporate financing and takeovers activities and has established good relationship and connection with both financial and political sectors in Hong Kong. Mr. Lew did not hold any directorship in other listed public companies in the last three years. Mr. Lew does not hold any position with the Company and other members of the Group.

There is no service contract between the Company and Mr. Lew. He has no fixed term of service with the Company but will subject to the rotational retirement and re-election requirements at annual general meeting pursuant to the Bye-Laws of the Company. There is no agreement on the amount of the remuneration payable to Mr. Lew. His remuneration will be reviewed by the Board from time to time with reference to his duties, responsibilities and contribution to the Company, as well as the Company’s performance and profitability. For the year ended 30 June 2004, HK$1,260,000 had been paid to Mr. Lew. Mr. Lew is not connected with any directors, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Lew is interested in 100,000,000 Shares within the meaning of Part XV of the Securities and Future Ordinance.

There is no need to draw to the attention of the shareholders regarding the retirement and re-election by rotation of Mr. Lew.

Ha Ping , aged 37, was appointed as independent non-executive director of the Company on 17 June 2000. She obtained her degree from Hubei Television University in the PRC. Ms. Ha is the Chairman and Chief Editor of the Contemporary Chinese Magazine Limited, an independent non-executive director of Burlingame Group Limited, and is the founding director and president of the Global Foundation of Distinguished Chinese Ltd. Ms. Ha is also a member of the Chinese Writers’ Association. Ms. Ha has over seven years of experience in business management. Ms. Ha did not hold any directorship in other listed public companies in the last three years. Save as a member of the audit committee of the Group, Ms. Ha does not hold any position with the Company and other members of the Group.

There is no service contract between the Company and Ms. Ha. She has no fixed term of service with the Company but will subject to the rotational retirement and re-election requirements at annual general meeting pursuant to the Bye-Laws of the Company. For the year ended 30 June 2004, HK$20,000 had been paid to Ms. Ha and HK$20,000 per annum will be paid to Ms. Ha for the coming fiscal year, subject to the final decision of the Board in due course. Ms. Ha is not connected with any directors, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Ms. Ha does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Future Ordinance.

There is no need to draw to the attention of the shareholders regarding the retirement and re-election by rotation of Ms. Ha.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Wong Che Man, Eddy , aged 44, was appointed as independent non-executive of the Company on 24 June 2004. Mr. Wong is at present the sole proprietor of Eddy Wong & Co CPA. He is a fellow member of Hong Kong Society of Accountants and Certified Public Accountants. Mr. Wong is at present an independent non-executive director of Sun Hing Vision Group Holdings Ltd, a company listed on the Stock Exchange of Hong Kong Limited. Save as the Chairman of the audit committee of the Company, Mr. Wong does not hold any position with the Company and other members of the Group.

There is no service contract between the Company and Mr. Wong. He has no fixed term of service with the Company but will subject to the rotational retirement and re-election requirements at annual general meeting pursuant to the Bye-Laws of the Company. For the year ended 30 June 2004, no emolument had been paid to Mr. Wong and HK$30,000 will be paid to Mr. Wong for the coming fiscal year, subject to the final decision of the Board in due course. Mr. Wong is not connected with any directors, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Wong does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Future Ordinance.

There is no need to draw to the attention of the shareholders regarding the retirement and re-election by rotation of Mr. Wong

Cheng Kong Ming , aged 47, was appointed as independent non-executive of the Company on 30 September 2004. Mr. Cheng has extensive experience in business administration and commercial field. Mr. Cheng did not hold any directorship in other listed public companies in the last three years. Save as a member of the audit committee of the Company, Mr. Cheng does not hold any position with the Company and other members of the Group.

There is no service contract between the Company and Mr. Cheng. He has no fixed term of service with the Company but will subject to the rotational retirement and re-election requirements at annual general meeting pursuant to the Bye-Laws of the Company. HK$20,000 will be paid to Mr. Cheng as emolument for the coming fiscal year subject to the final decision of the Board in due course. Mr. Cheng is not connected with any directors, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Cheng does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Future Ordinance.

There is no need to draw to the attention of the shareholders regarding the retirement and re-election by rotation of Mr. Cheng.

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NOTICE OF AGM

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1051)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Credit Card DNA Security System (Holdings) Limited (the “Company”) will be held at Board Room II, M/F., Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on Friday, 3 December 2004 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited Statements of Accounts and Reports of the Directors and Auditors for the year ended 30 June 2004.

2. To re-elect Directors and to authorise the Board of Directors to fix their remuneration.

3. To re-appoint Auditors and to authorise the Board of Directors to fix their remuneration.

4. As special business, to consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

5. (A) “ THAT :

   • (a) subject to paragraph (c) below, the exercise by the directors of the Company (“Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company (“Shares”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which 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 pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

     • (i) a Rights Issue (as hereinafter defined);

     • (ii) the exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;

* The Chinese name is for identification purpose only

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NOTICE OF AGM

• (iii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; and

• (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on the Shares in accordance with the bye-laws of the Company,

shall not exceed 20 per cent. of the share capital of the Company in issue as at the date of 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 law or the bye-laws of the Company to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of the Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors 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 stock exchange in any territory outside Hong Kong).”

(B) “ THAT :

• (a) subject to paragraph (b) below, the exercise by the directors of the Company (“Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company (“Shares”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by The Securities and Futures Commission of Hong Kong and the Stock Exchange under The Hong Kong Code on Share Repurchases (“Recognised Stock Exchange”) and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time or that of any other Recognised Stock Exchange, be and is hereby generally and unconditionally approved;

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NOTICE OF AGM

• (b) the aggregate nominal amount of the Shares which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate of the nominal amount of the share capital of the Company in issue at the date of passing of 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 law or the bye-laws of the Company to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.”

• (C) “ THAT conditional upon the passing of the Resolutions Nos. 4(A) and 4(B) as set out in the notice of this Meeting, the general mandate granted to the directors of the Company (“Directors”) to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to Resolution No. 4(A) above be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 4(B) above, provided that such amount shall not exceed 10 per cent. of the aggregate of the nominal amount of the share capital of the Company in issue at the date of passing of this Resolution.”

By order of the Board Tam Pui Ling, Elaine Company Secretary

Hong Kong, 29 October 2004

Notes:

1. Any member entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.

2. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s principal place of business at 11th Floor, Tai Sang Bank Building, 130 Des Voeux Road Central, Hong Kong not less than 48 hours before the time fixed for holding the Meeting.

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