Global Mastermind Holdings Limited — Proxy Solicitation & Information Statement 2002

Jul 26, 2002

THIS CIRCULAR 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 other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Trasy Gold Ex Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Trasy Gold Ex Limited.

TRASY GOLD EX LIMITED

(Incorporated in the Cayman Islands with limited liability)

DISCLOSEABLE TRANSACTION

SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its publication and on the website of the Company at www.trasy.com.

26th July, 2002

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED

The Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination GEM is publication on the Internet website operated by the Stock Exchange. GEM-listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website with the domain name of www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers.

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CONTENT

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Subscription Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Reason for the Subscription and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Impact on the Company’s Shareholding Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix - General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

In this circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

“associate(s)”	has the meaning ascribed to it under the GEM Listing Rules
“Board”	board of directors of the Company
“BOCI Asia”	BOCI Asia Limited, a securities dealer registered under the
	Securities Ordinance, Chapter 333 of the Laws of Hong Kong
“Bonus Share Scheme”	the bonus share scheme of the Company adopted on 6th November,
	2000 pursuant to which certain eligible persons were entitled to
	subscribe for Shares at par value, payable in full upon allotment
“Company”	Trasy Gold Ex Limited, a company incorporated in the Cayman
	Islands with limited liability and the Shares of which are listed on
	the Stock Exchange
“Directors”	directors of the Company
“GEM”	the Growth Enterprise Market operated by the Stock Exchange
“GEM Listing Committee”	the listing sub-committee of the Stock Exchange with responsibility
	for GEM
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Golden Rabbit”	Golden Rabbit Enterprises Limited, a company incorporated in
	the British Virgin Islands with limited liability, is the immediate
	holding company of the Company and a wholly-owned subsidiary
	of RNA
“Group”	the Company and its subsidiaries
“Latest Practicable Date”	22nd July 2002, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information for inclusion in this circular
“Listing Date”	7th December, 2000, the date on which dealings in Shares first
	commence on GEM
“New Scheme”	the share option scheme of the Company adopted on 30th April,
	2002 pursuant to which options to subscribe for Shares may be
	granted to any eligible participant

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DEFINITIONS

the share option plan adopted by the Company on 6th November, 2000, pursuant to which certain options were granted to eligible persons to subscribe for Shares at HK$0.21 each

• “Plan” the share option plan adopted by the Company on 6th November, 2000, pursuant to which certain options were granted to eligible persons to subscribe for Shares at HK$0.21 each

• “Prospectus” the prospectus of the Company dated 30th November, 2000 “RNA” RNA Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange and the holding company of the Company

• “RNA Group” RNA and its subsidiaries “SDI Ordinance” Securities (Disclosure of Interests) Ordinance (Chapter 396 of the Laws of Hong Kong)

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscribers” subscribers of the Subscription Shares who are independent of and not connected with any directors, chief executive, substantial shareholders or management shareholders of the Company and any of their respective associates

• “Subscription” the subscription of the Subscription Shares pursuant to the respective Subscription Agreements

• “Subscription Agreements” the subscription agreements entered into between the Company and the Subscribers dated 4th July, 2002

• “Subscription Price” HK$0.023, being the price per Subscription Share “Subscription Shares” an aggregate of 399,000,000 new Shares to be issued under the Subscription

the real time proprietary electronic precious metals trading system operated by the Company

“TRASY” “HK$” Hong Kong dollars “%”

per cent.

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LETTER FROM THE BOARD

TRASY GOLD EX LIMITED

(Incorporated in the Cayman Islands with limited liability)

Directors:

SIT Chun Sze (Chairman) CHAN Kee Chee, Keith IP Tak Chuen, Edmond * LEUNG Ping Hung, Karl Richard * CHEUNG Lai Kai, Edwina ** CHAN Choi Ling **

Registered office:

Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman British West Indies

* Non-executive Directors

** Independent non-executive Directors

Head office and

principal place of business: 14th Floor Cheung Fat Building 7-9 Hill Road Western District Hong Kong

26th July, 2002

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

INTRODUCTION

The Board announced on 4th July, 2002 that the Company entered into the Subscription Agreements with more than six Subscribers on 4th July, 2002 in relation to the subscription of a total of 399,000,000 new Shares at the Subscription Price.

Completion of each Subscription Agreement is conditional upon the GEM Listing Committee granting the listing of and permission to deal in all of the Subscription Shares. None of the Subscription Agreements is conditional upon completion of the others.

The Subscription constituted a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules. The purpose of this circular is to provide you with further information of the Subscription in compliance with the GEM Listing Rules.

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LETTER FROM THE BOARD

SUBSCRIPTION AGREEMENTS

Issuer

The Company

The Subscribers

There are more than six Subscribers who are independent of and not connected with any directors, chief executive, substantial shareholders or management shareholders of the Company and any of their respective associates (as defined under the GEM Listing Rules) and they are not persons as defined in Rule 10.12(4) of the GEM Listing Rules.

Subscription Shares

399,000,000 new Shares with an aggregate nominal value of HK$3,990,000.

The Subscription Shares represent approximately 16.76% of the Company’s issued share capital before the Subscription and approximately 14.36% of the issued share capital of the Company as enlarged by the Subscription. The Subscription Shares will rank pari passu in all respects with the existing Shares in issue. The Subscription Shares has been issued under the general mandate granted to the Directors at the annual general meeting of the Company held on 30th April, 2002.

Subscription Price

The Subscription Price was determined after arm’s length negotiation between the Company and the Subscribers and with reference to the recent market price of the Shares.

The Subscription Price represents a discount of approximately 11.54% and 48.89% to the closing price of HK$0.026 and HK$0.045 per Share as quoted on the Stock Exchange on 4th July, 2002, being the date of the Subscription Agreements, and on the Latest Practicable Date and also a discount of approximately 5.74% and 47.49% to the average closing price of HK$0.0244 and HK$0.0438 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including 4th July, 2002 and the Latest Practicable Date.

Condition of the Subscription

Completion of the Subscription is conditional upon the GEM Listing Committee granting the listing of and permission to deal in all of the Subscription Shares. None of the Subscription Agreements is conditional upon completion of the others.

The Company has applied to the GEM Listing Committee for the listing of and permission to deal in the Subscription Shares. The GEM Listing Committee has granted the approval on 17th July, 2002

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LETTER FROM THE BOARD

Completion has taken place on 18th July, 2002 and an aggregate of 399,000,000 Subscription Shares has been issued and allotted thereof.

REASON FOR THE SUBSCRIPTION AND USE OF PROCEEDS

The Subscription will widen the capital base of the Company. The net proceeds from the Subscription amounting to approximately HK$9.1 million will be used for suitable investment opportunities to expand the product range traded on TRASY. If there is no suitable investment opportunities arises, the proceeds will be used as additional working capital of the Group. The proposed use of proceeds is in line with the business plan of the Company as stated in the Prospectus. Up to the Latest Practicable Date, the use of the relevant proceeds has not exceeded the amount as stated in the Prospectus.

The Board considers that the terms of the Subscription are fair and reasonable and are in the best interest of the Company and the shareholders of the Company as a whole.

IMPACT ON THE COMPANY’S SHAREHOLDING STRUCTURE

RNA_(Note 1) Mr. Sit Chun Sze(Note 2) Mr. Chan Kee Chee, Keith(Note 2)_ Subscribers Public Total	Shareholding before the Subscription Number of Shares % 1,391,435,322 58.46 27,991,354 1.18 27,991,354 1.18 0 0.00 932,581,970 39.18 2,380,000,000 100.00	Completion of the Subscription Number of Shares % 1,391,435,322 50.07 27,991,354 1.01 27,991,354 1.01 399,000,000 14.36 932,581,970 33.55 2,779,000,000 100.00	Completion of the Subscription Number of Shares % 1,391,435,322 50.07 27,991,354 1.01 27,991,354 1.01 399,000,000 14.36 932,581,970 33.55 2,779,000,000 100.00
			100.00

Notes: (1) RNA through its wholly-owned subsidiary, Golden Rabbit, is deemed to be interested in 1,391,435,322 Shares.

(2) Mr. Sit Chun Sze and Mr. Chan Kee Chee, Keith are Directors.

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LETTER FROM THE BOARD

GENERAL

The principal activities of the Group are operation of an Internet-based electronic trading system, Internet content provider and gold bullion licence holding.

ADDITIONAL INFORMATION

Your attention is drawn to the general information set out in the appendix to the circular.

By Order of the Board Sit Chun Sze Chairman

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GENERAL INFORMATION

APPENDIX

RESPONSIBILITY STATEMENT

This circular for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

• (i) the information contained in this circular is accurate and complete in all material respects and not misleading;

• (ii) there are no other matters the omission of which would make any statement in this circular misleading; and

• (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

DIRECTORS’ INTEREST IN SHARES AND OPTIONS

(I) Shares

As at the Latest Practicable Date, the interests of the Directors and their associates in the share capital of the Company or any of its associated corporations (within the meaning of the SDI Ordinance) which require notification pursuant to Section 28 of the SDI Ordinance (including interests which any such director is deemed or taken to have under Section 31 of, or Part of the Schedule to, the SDI Ordinance), or which are required to be registered into the register maintained by the Company under Section 29 the SDI Ordinance or which are required to be notified to the Company and the Stock Exchange pursuant to Rules 5.40 to 5.59 of the GEM Listing Rules, were as follows:

	Personal	Family	Corporate
Name of directors	interest	interest	interest
	(Note 1)
Sit Chun Sze	27,991,354	–	–
Chan Kee Chee, Keith	27,991,354	–	–

Note :

1. Personal interest represents ordinary shares of the Company obtained under the Bonus Share Scheme.

The bonus shares are subject to “lock-up” arrangement as follows:

	% of entitlement
	under lock-up
From the listing of the Company’s shares on the GEM on the
Listing Date up to the end of the first 6 months after Listing Date	100
From the 7th month after the Listing Date up to the end of
the 12th month after Listing Date	75
From the 13th month after the Listing Date up to the end of
the 24th month after Listing Date	50

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GENERAL INFORMATION

APPENDIX

(II) Directors’ rights to acquire shares

• (i) Pursuant to the New Scheme, the Board may, at its discretion, grant options to any eligible participants which entitle them to subscribe for shares in aggregate not exceeding 30% of the shares in issue of the Company from time to time (including shares which have been or may be allotted and issued under other schemes). As at the Latest Practicable Date, no share options were granted under the New Scheme. Details of the New Scheme are set out in the Circular of the Company dated 28th March, 2002.

• (ii) Under the Plan, the pre-IPO share options were granted to certain Directors which entitle them to subscribe for shares in the Company which are exercisable in stages in accordance with the terms of the Plan commencing on 7th June, 2001. Details of the Plan are set out in the Prospectus.

			No. of
			options
			outstanding
		Exercise	as at
		price	the Latest
Name of Director	Date of grant	HK$	Practicable Date	Expiry Date
Sit Chun Sze	29th November,	0.21	44,152,000	28th November,
	2000			2010
Chan Kee Chee, Keith	29th November,	0.21	44,152,000	28th November,
	2000			2010

The pre-IPO share options are exercisable in the following stages during the period commencing from the first day after the end of the first six months from the Listing Date and expiring on 28th November, 2010.

upon expiration of 6 months from the Listing Date upon expiration of 12 months from the Listing Date upon expiration of 24 months from the Listing Date

Percentage of the pre-IPO share options that can be exercised 25% 50% all the remaining outstanding options

All of these options have duration of ten years from the date of grant, but shall lapse where the grantee ceases to be employed by the Company, RNA or their respective subsidiaries.

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GENERAL INFORMATION

APPENDIX

Except for the above, at no time during the period was the Company or any of its subsidiaries a party to any arrangement to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, the register of substantial shareholders maintained by the Company pursuant to Section 16(1) of SDI Ordinance showed that the following shareholders had interests representing 10% or more of the issued share capital of the Company:

Name	Number of Shares	Percentage of Shareholding
Golden Rabbit	1,391,435,322	50.07
RNA	1,391,435,322	50.07

DIRECTORS’ SERVICE CONTRACTS

Each of Mr. Sit Chun Sze and Mr. Chan Kee Chee, Keith, being an executive director, has entered into a service contract with the Group commencing on 23rd March, 2000 and 3rd January, 2000 respectively. Each contract has a term of 3 years commencing on its respective date of commencement and all of the contracts are to remain in force thereafter until terminated by not less than three months’ notice in writing served by either party on the other.

Save as disclosed, none of the Directors has entered into any service agreements with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation other than statutory compensation).

DIRECTORS’ INTEREST IN CONTRACTS

No contract of significance in relation to the Company’s business to which the Company, its subsidiaries or its holding company was a party and in which directors of the Company have material interest, whether directly or indirectly subsisted as at the Latest Practicable Date.

COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or the management shareholders of the Company (as defined in the GEM Listing Rules) had an interest in a business (as defined in Rule 11.04 of the GEM Listing Rules) which competes or may compete with the business of the Group.

LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and there was no litigation, arbitration or claim of material important known by the Directors to be pending or threatened against any member of the Group.

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GENERAL INFORMATION

APPENDIX

SPONSOR’S INTERESTS

As at the Latest Practicable Date, BOCI Asia, its directors, employees or associates (as referred to in Note 3 to rule 6.35 of the GEM Listing Rules) did not have any interests in the Shares or any rights to subscribe for or to nominate persons to subscribe for the Shares.

Pursuant to the sponsorship agreement dated 30th November, 2000 entered between the Company and BOCI Asia, BOCI Asia has been appointed as sponsor of the Company for the period from 7th December, 2000 to 31st December, 2002 and the Company shall pay an agreed fee to BOCI Asia for its provision of services.

GENERAL

• (i) The registered office of the Company is situated at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George Town, Grand Cayman, British West Indies. The head office and principal place of business of the Company is 14th Floor, Cheung Fat Building, 7-9 Hill Road, Western District, Hong Kong.

• (ii) The share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (iii) The company secretary of the Company is Mr. Tse Kam Fai, an Associate of The Institute of Chartered Secretaries and Administrators in the United Kingdom and an Associate of Hong Kong Institute of Company Secretaries.

• (iv) The qualified accountant of the Company is Mr. Chan Wai Sze, Francis.

• (v) The compliance officer of the Company is Mr. Sit Chun Sze.

• (vi) The Company established an audit committee on 19th October, 2000 with written terms of reference in compliance with Rules 5.23 and 5.24 of the GEM Listing Rules. The primary duties of the audit committee are to review and supervise the financial reporting process and internal control systems of the Group. The audit committee comprises three members, Mr. Chan Wai Sze, Francis, who is the Qualified Accountant of the Company, Ms. Cheung Lai Kai, Edwina and Ms. Chan Choi Ling, who are Independent Non-executive Directors.

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