Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2002

Jul 30, 2002

CLIMAX INTERNATIONAL COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2002 annual general meeting of Climax International Company Limited (the “Company”) will be held at Tang Room, 3rd Floor, Sheraton Hong Kong Hotel & Towers, 70 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 29th August, 2002 at 3:30 p.m. for the following purposes:

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and the auditors for the year ended 31st March, 2002.

2. To re-elect retiring directors and to authorise the board of directors to fix the remuneration of the directors for the ensuing year.

3. To re-appoint auditors and to authorise the board of directors to fix the remuneration of the auditors.

4. As special business, to consider and, if thought fit, pass the following resolution (with or without amendments) as an ordinary resolution of the Company:

“THAT :

(a) 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 allot, issue and deal with additional shares in the capital of the Company, 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 powers, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the directors of the Company 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 of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of the subscription or conversion rights attaching to any warrants, convertible bonds or other securities issued by the Company which are convertible into shares of the Company, (iii) the exercise of any options granted under 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 of the Company, or (iv) 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, shall not in aggregate exceed 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing 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 the bye-laws of the Company or any applicable laws of Bermuda 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 open for a period fixed by the directors of the Company to holders of shares of the Company whose names appear 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 exclusions 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 applicable to the Company).”

1. As special business, to consider and, if thought fit, pass the following resolution (with or without amendments) as an ordinary resolution of the Company:

“THAT :

(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its securities subject to and in accordance with all applicable laws and the requirements of The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of securities to be repurchased by the Company pursuant to paragraph (a) above during the Relevant Period shall (i) in case of shares of the Company, 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; and (ii) in case of warrants of the Company, not exceed 10 per cent. of the aggregate amount of subscription rights attached to all warrants of the Company outstanding as at the date of passing 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 the bye-laws of the Company or any applicable laws of Bermuda 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.”

1. As special business, to consider and, if thought fit, pass the following resolution (with or without amendments) as an ordinary resolution of the Company:

“THAT conditional upon the passing of resolutions 4 and 5 above, the general mandate granted to the directors of the Company to allot, issue and otherwise deal with securities pursuant to resolution 4 above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares repurchased by the Company under the authority granted pursuant to resolution 5 above, provided that such 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.”

1. As special business, to consider and, if thought fit, pass the following resolution (with or without amendments) as a special resolution of the Company:

“THAT the share premium account be reduced by an amount of HK$482,933,224.94 with effect from 9:30 a.m. on the next business day (not being a Saturday) following the date on which this resolution is passed and the credit arising therefrom be applied towards eliminating in full the accumulated losses of the Group as at 31st March, 2002 and the remaining amount, if any, of such credit be transferred to the contributed surplus account of the Company and the directors of the Company be and are hereby authorised to apply such contributed surplus account in accordance with the Company’s bye-laws and all applicable laws.”

1. As special business, to consider and, if thought fit, pass the following resolution (with or without amendments) as an ordinary resolution of the Company:

“THAT the new share option scheme of the Company, the terms of which are contained in the document produced to the meeting marked “A” and initialed by the chairman of the meeting for the purpose of identification, be and is hereby approved and adopted as the new share option scheme of the Company and the Directors of the Company be and are authorized to grant options to subscribe for shares thereunder, allot and issue shares pursuant to the exercise of any options which may be granted under the share option scheme, enter into the deed of trust in the form set out in the schedule to the new share option scheme document, and exercise and perform the rights, powers and obligations of the Company thereunder and do all such things and take all such actions as the Directors of the Company may consider to be necessary or desirable in connection with the foregoing.”

1. As special business, to consider and, if thought fit, pass the following resolution (with or without amendments) as a special resolution of the Company:

“THAT “英發國際有限公司” be adopted for identification purposes only as the Company’s Chinese name for the purpose of registration in Hong Kong under Part XI of the Companies Ordinance.”

By order of the Board
Tong Man Ching, CherryCompany SecretaryHong Kong, 30th July, 2002

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company but must be present in person to represent the member.

2. To be valid, the proxy forms, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s Hong Kong branch share registrars, Secretaries Limited, at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. The register of members of the Company will be closed from Friday, 23rd August, 2002 to Thursday, 29th August, 2002, both days inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrars, Secretaries Limited, at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 4:00 p.m. on Thursday, 22nd August, 2002.

Please also refer to the published version of this announcement in the Standard.