GoFintech Quantum Innovation Limited — AGM Information 2004

Jul 30, 2004

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in New Times Group Holdings Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

NEW TIMES GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code:166)

RE-ELECTION OF DIRECTORS AND

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

A notice convening the Annual General Meeting of the Company to be held at 11:00 a.m. on Monday, 6 September 2004 at Room 103, Shui On Centre, 8 Harbour Road, Wanchai, Hong Kong is set out in this circular. A form of proxy for the Annual General Meeting is also enclosed. Whether or not you are able to attend and vote at the Annual General Meeting, you are requested to complete the proxy form and return it to the office of the share registrar of the Company in Hong Kong, Tengis Limited at G/F, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the Annual General Meeting or any adjourned meetings should you so wish.

30 July 2004

* For identification purpose only

DEFINITIONS

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

“Annual General Meeting”	the Annual General Meeting of the Company to be held at
	Room 103, Shui On Centre, 8 Harbour Road, Wanchai,
	Hong Kong on Monday 6 September 2004 at 11:00 a.m., to
	consider and, if thought fit, to pass the Ordinary Resolutions
	or any adjournment thereof;
“AGM Notice”	the notice of the Annual General Meeting as set out in this
	circular;
“Board”	the board of Directors;
“Bye-laws”	the Bye-laws of the Company;
“Code”	Hong Kong Code on Takeovers and Mergers;
“Company”	New Times Group Holdings Limited, a company
	incorporated in Bermuda with limited liability, the shares
	of which are listed on the Stock Exchange;
“Directors”	directors of the Company;
“Existing Issue Mandate”	a general mandate granted to the Directors at the annual
	general meeting of the Company held on 5 September 2003
	to allot, issue and deal with Shares not exceeding 20 per
	cent. of the aggregate of the nominal amount of the issued
	share capital of the Company as at the date of passing the
	relevant resolution;
“Existing Repurchase Mandate”	A general mandate granted to the Directors at the annual
	general meeting of the Company held on 5 September 2003
	to repurchase Shares not exceeding 10 per cent. of the
	aggregate number of shares comprised in the share capital
	of the Company in issue as at the date of passing the relevant
	resolution;
“Hong Kong”	The Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Latest Practicable Date”	27 July 2004, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	in this circular;

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DEFINITIONS

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange;

• “Ordinary Resolution(s)”

the ordinary resolution(s) to be proposed and, if thought fit, passed at the Annual General Meeting as set out in the AGM Notice;

• “Proposed Issue Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and deal with Shares of up to 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting the Proposed Issue Mandate;

• “Proposed Repurchase Mandate”

• a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting the Proposed Repurchase Mandate;

• “SFO”

• Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Share(s)”

• ordinary share(s) of HK$0.10 each in the capital of the Company or if there has been a sub-division, consolidation, reclassification of or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;

• “Shareholder(s)” registered holder(s) of Share(s);

• “Stock Exchange” The Stock Exchange of Hong Kong Limited; “HK$” Hong Kong dollars, the lawful currency in Hong Kong.

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LETTER FROM THE BOARD

NEW TIMES GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code:166)

Executive Directors: Ms. Zhou Wei (Chairman) Mr. Liu Jicheng (Deputy Chairman) Mr. Lam Kwan Sing

Non-Executive Director: Ms. Huang Ning Independent Non-Executive Directors: Mr. Lau Man Tak Mr. Lo Kwok Hung, John

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: Unit 2003-06 Shui On Centre 6-8 Harbour Road Wanchai Hong Kong 30 July 2004

To the Shareholders

Dear Sir or Madam,

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

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the Ordinary Resolutions to be proposed at the Annual General Meeting for (a) granting to the Directors the Proposed Issue Mandate; (b) granting to the Directors the Proposed Repurchase Mandate; and (c) to extend the Proposed Issue Mandate to issue Shares by adding to it the aggregate number of the issued Shares repurchased under the Proposed Repurchase Mandate. This circular also includes details of the Directors subject to re-election at the Annual General Meeting.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 5 September 2003, ordinary resolutions were passed granting the Existing Issue Mandate and the Existing Repurchase Mandate to the Directors.

In accordance with the provisions of the Listing Rules and the terms of the Existing Issue Mandate and the Existing Repurchase Mandate, the Existing Issue Mandate and the Existing Repurchase Mandate shall lapse at the conclusion of the forthcoming Annual General Meeting of the Company.

* For identification purpose only

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LETTER FROM THE BOARD

Ordinary Resolutions numbered as resolutions 4(d) and 5(c) in the AGM Notice will be proposed at the Annual General Meeting to revoke the Existing Issue Mandate and the Existing Repurchase Mandate respectively. Resolutions to consider, and if thought fit, to approve the Proposed Issue Mandate and the Proposed Repurchase Mandate as set out in Ordinary Resolutions numbered 4(a), (b), (c) and (e) and Ordinary Resolutions 5(a), (b) and (d) respectively will also be proposed at the Annual General Meeting. With reference to the Proposed Issue Mandate and the Proposed Repurchase Mandates, the Directors wish to state that they have no immediate plans to issue or repurchase any Shares pursuant thereto.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Proposed Repurchase Mandate is set out in Appendix to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution for the Proposed Repurchase Mandate at the Annual General Meeting.

RE-ELECTION OF DIRECTORS

In accordance with the Bye-laws no. 86(2) and no. 87(1), Ms. Zhou Wei (“Ms. Zhou”), Ms. Huang Ning (“Ms. Huang”), Mr. Lau Man Tak (“Mr. Lau”) and Mr. Lam Kwan Sing (“Mr. Lam”) will retire as Directors by rotation and, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

Biographical details of the retiring Directors

1. Ms. Zhou Wei, aged 37, was appointed as the Chairman and executive director in May 2004. Ms. Zhou graduated from Jilin University with a bachelor degree in Computer Science. She has extensive experience in management.

As at the Latest Practical Date, Ms. Zhou did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and did not have any interest in the Company’s shares within the meaning of Part XV of the SFO. There is no service contract entered between the Company and Ms. Zhou. Ms. Zhou is not appointed for a specific term but pursuant to the Bye-laws, Ms. Zhou will hold office until the forthcoming annual general meeting and will be eligible for re-election at the meeting.

Ms. Zhou will be entitled to an emolument as determined by the Broad from time to time with reference to her scope of duties and performance.

1. Ms. Huang Ning, aged 36, graduated from Hua Nam Polytechnic University. She was appointed as a non-executive director in November 2003. She has extensive experience in trading and export.

As at the Latest Practicable Date, Ms. Huang is interested in 141,712,500 Shares which are held by Victory Rider Limited, the entire issued share capital of which is wholly and beneficially owned by Ms. Huang. Save as disclosed herewith, Ms. Huang neither has any interests in the Company’s shares within the meaning of Part XV of the SFO nor has any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

There is no service contract entered between the Company and Ms. Huang. Ms. Huang is not appointed for a specific term but she is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws.

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LETTER FROM THE BOARD

Ms. Huang will be entitled to an emolument as determined by the Broad from time to time with reference to her scope of duties and performance.

1. Mr. Lau Man Tak, aged 35, was appointed as an independent non-executive director in February 2004. Mr. Lau graduated from the Hong Kong Polytechnic University with a Bachelor Degree in Accountancy. Mr. Lau is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Society of Accountants. Mr. Lau is currently an executive director of Premium Land Limited and Solartech International Holdings Limited and is also an independent non-executive director of Starbow Holdings Limited. All of the aforesaid companies are listed on the Stock Exchange. Save as disclosed herein, Mr. Lau does not hold any directorship in any other listed companies.

As at the Latest Practical Date, Mr. Lau did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and did not have any interest in the Company’s shares within the meaning of Part XV of the SFO. There is no service contract entered between the Company and Mr. Lau. Mr. Lau is not appointed for a specific term but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws.

Mr. Lau will be entitled to an emolument as determined by the Broad from time to time with reference to his scope of duties and performance.

1. Mr. Lam Kwan Sing, aged 35, was appointed as an executive director of the Company in July 2002. He holds a Bachelor Degree in Accountancy and has extensive experience in the commercial and corporate finance field. Apart from being a Director, Mr. Lam also holds the office of director in various subsidiaries of the Company. Mr. Lam is currently an executive director of FT Holdings International Limited, a company whose shares are listed on the Stock Exchange. Mr. Lam is also an independent non executive director of China Resources Development, Inc. whose common stock is quoted on Nasdaq Stock Market. Mr. Lam had been an executive director of China Development Corporation Limited (now known as Macau success Limited), a company whose shares were listed on the Stock Exchange, from October 2001 to July 2002. Save as disclosed herein, Mr. Lam does not hold any directorship in any other listed companies.

As at the Latest Practical Date, Mr. Lam did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and did not have any interest in the Company’s shares within the meaning of Part XV of the SFO. There is no service contract entered between the Company and Mr. Lam. Mr. Lam is not appointed for a specific term but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws.

Mr. Lam is entitled to a monthly emolument of HK$65,000.00 which is based on the current market rate of Mr. Lam’s position.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Room 103, Shui On Centre, 8 Harbour Road, Wanchai, Hong Kong on 6 September 2004, Monday at 11:00 a.m. is set out on pages 10 to 13 of this circular.

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LETTER FROM THE BOARD

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy and return it to the office of the branch share registrar of the Company in Hong Kong, Tengis Limited, at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not prevent you from attending and voting at the Annual General Meeting or any adjourned meeting should you so wish.

Pursuant to Bye-law 66, a poll may be demanded in relation to a resolution put to the vote of the Annual General Meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll:

• (a) by the chairman of such meeting; or

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by any Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by any Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

RECOMMENDATION

Having considered the reasons set out herein, the Directors consider that the proposed Ordinary Resolutions for (a) granting to the Directors the Proposed Issue Mandate; (b) granting to the Directors the Proposed Repurchase Mandate; and (c) to extend the Proposed Issue Mandate to issue Shares by adding to it the aggregate number of the issued Shares repurchased under the Proposed Repurchase Mandate are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the Ordinary Resolutions.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix to this circular.

Yours faithfully,

By order of the Board of

New Times Group Holdings Limited

Zhou Wei

Chairman

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EXPLANATORY STATEMENT

APPENDIX

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the Proposed Repurchase Mandate.

LISTING RULES FOR REPURCHASE OF SHARES

The relevant sections of the Listing Rules which permit companies with primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions are summarized below:

SOURCES OF FUNDS

Repurchases must be funded out of funds legally available for the purpose and in accordance with the Company’s constitutive documents and the laws of the jurisdiction in which the Company is incorporated or otherwise established.

SHARE CAPITAL

As at the Latest Practicable Date, the number of shares in issue of the Company is 433,302,000 Shares. Subject to the passing of the resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 43,330,200 Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its 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 earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase Shares in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the general mandate to repurchase Shares were to be exercised in full at the currently prevailing market value, it would have a material adverse impact on the working capital position and gearing position of the Company, as compared with the positions disclosed in the audited consolidated accounts of the Company as at 31 March 2004, being the date to which the latest published audited accounts of the Company were made up. The Directors do not propose to exercise the mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX

SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the last twelve months prior to the issue of this circular.

	Highest	Lowest
Month	trade price	trade price
	HK$	HK$
2003
July	0.480	0.480
August	0.480	0.480
September	–	–
October	0.380	0.360
November	0.360	0.295
December	0.345	0.275
2004
January	0.310	0.300
February	0.400	0.310
March	0.325	0.310
April	0.310	0.310
May	0.370	0.310
June	0.380	0.370
July (Up to Latest Practicable Date)	0.315	0.315

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their associates currently intend to sell any Shares to the Company or its subsidiaries in the event that the Proposed Repurchase Mandate is approved.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Proposed Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so, in the event that the Proposed Repurchase Mandate is approved.

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Code.

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EXPLANATORY STATEMENT

APPENDIX

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 366 of the SFO, and so far as is known to the Directors, the following Shareholders were directly or indirectly interested in 5% or more of the issued share capital of the Company carrying rights to vote in all circumstances at general meetings of the Company together with the number of Shares in which it was deemed to be interested:

				Percentage of
				holding if the
		Number of	Percentage	Proposed
		Shares held	of holding	Repurchase
		as at the Latest	as at the Latest	Mandate is
Name	Note	Practical Date	Practicable Date	exercised in full
Victory Rider Limited	1	141,712,500	32.71%	36.34%*
Kistefos Investment, A.S.	2	62,400,000	14.4%	16.0%*

Notes:

1. The interests in these Shares are held by Victory Rider Limited, the entire issued share capital of which is wholly and beneficially owned by the non-executive Director, Ms. Huang Ning.

2. So far as is known to the Directors, Kistefos Investment A.S. is wholly owned by A.S. Kistefos Traesliberi, in which Christen Sveaas has an 85% beneficial interest.

3. Assuming the present Shareholdings remains the same

In the event that the Directors exercise the Proposed Repurchase Mandate in full and assuming there is no change in the issued share capital of the Company as at the date of passing of the relevant resolution granting the Proposed Repurchase Mandate, the interest of the above Shareholders would be increased to approximately the percentage shown in the last column above. The Directors are not aware of any consequences of such increases under Rule 26 of the Code.

The Listing Rules prohibit a company from making repurchase of shares on the Stock Exchange if the result of the repurchase would be that less than the prescribed minimum percentage of 25 per cent. (or such other prescribed percentage as determined by the Stock Exchange to constitute the minimum public float of a company) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

The Company has not repurchased any Shares on the Stock Exchange in the six months preceding the date of this circular.

– 9 –

NOTICE OF ANNUAL GENERAL MEETING

NEW TIMES GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code:166)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of New Times Group Holdings Limited (the “ Company ”) will be held at Room 103, Shui On Centre, 8 Harbour Road, Wanchai, Hong Kong on 6 September 2004 at 11 a.m., for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the years ended 31 March 2004;

2. To re-elect directors and to authorize the board of directors to fix their remuneration;

3. To re-appoint auditors and to authorize the board of directors to fix their remuneration;

4. To consider and, if thought fit, passing with or without modification, the following resolution as an ordinary resolution of the Company:–

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period of all the powers of the Company to allot, issue and otherwise 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) of this Resolution shall be in addition to any other authorizations given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of the 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) of this Resolution, 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;

* For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (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 right to acquire Shares;

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

shall not exceed 20 per cent. of the aggregate 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;

• (d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (e) 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 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 recognized regulatory body or any stock exchange in any territory outside Hong Kong).”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, passing with or without modification, the following resolution as an ordinary resolution of the Company:–

“ THAT :

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

• (b) the aggregate nominal amount of Shares which may be repurchased pursuant to the approval in paragraph (a) of this Resolution 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 Resolutions and the said approval shall be limited accordingly;

• (c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; 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.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, passing with or without modification, the following resolution shall be passed as an ordinary resolution of the Company:–

“ THAT conditional upon the passing of the Resolutions 4 and 5 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 4 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 5 above, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution.”

By order of the Board of New Times Group Holdings Limited Zhou Wei Chairman

Hong Kong, 30 July 2004

Head office and Principal place of business in Hong Kong:

Unit 2003-06

Shui On Centre 6-8 Harbour Road Wanchai Hong Kong

Registered office:

Clarendon House

2 Church Street Hamilton HM11 Bermuda

Notes:–

1. A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a shareholder of the Company.

2. Where there are joint registered holders of any Share, any one such persons may vote at the meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; 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 of the Company in respect of such Shares 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 office of the share registrar of the Company in Hong Kong, Tengis Limited at G/F, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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