Goldstream Investment Limited — Proxy Solicitation & Information Statement 2002

Oct 18, 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 Boto International Holdings Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

• (proposed to be renamed as IMI Global Holdings Limited) (incorporated in Bermuda with limited liability)

PROPOSAL FOR CHANGE OF COMPANY NAME, SHARE CONSOLIDATION

AND

CHANGE OF BOARD LOT SIZE

A notice convening a special general meeting of the Company to be held at 19th Floor, Eight Commercial Tower, 8 Sun Yip Street, Chai Wan, Hong Kong on Monday, 11th November, 2002 at 10:30 a.m. is set out on pages 7 and 8 of this circular. Whether or not you intend to attend the special general meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrars, Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the special general meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting should you so wish.

17th October, 2002

* for identification only

DEFINITIONS

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

“Board”	the board of Directors
“Businesses”	the business of designing, manufacturing, marketing and
	distribution of Christmas festive products, which include
	artificial Christmas trees and other decorative accessories,
	and leisure furniture products
“CCASS”	the Central Clearing and Settlement System established and
	operated by HKSCC
“Company”	Boto International Holdings Limited, an exempted company
	incorporated in Bermuda with limited liability with its shares
	listed on the Stock Exchange
“Consolidated Share(s)”	share(s) of HK$0.50 each in the share capital of the
	Company created by the Share Consolidation
“Directors”	directors of the Company
“Existing Share(s)”	existing share(s) of HK$0.02 each in the share capital of
	the Company, prior to the Share Consolidation
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	The Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	15th October, 2002, the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	for inclusion in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Share Option Scheme”	the employee share option scheme adopted by the Company
	on 16th August, 2002
“Registrars”	the Company’s branch share registrars in Hong Kong,
	Secretaries Limited at 5th Floor, Wing On Centre, 111
	Connaught Road Central, Hong Kong
“SGM”	the special general meeting of the Company to be held to
	consider and, if appropriate, approve the Share
	Consolidation and the change of name

– i –

DEFINITIONS

“Share Consolidation” the proposed consolidation of every 25 Existing Shares into one Consolidated Share “Shareholder(s)” holder(s) of Existing Shares or Consolidated Shares, as the context may require “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong

– ii –

EXPECTED TIMETABLE

The following is the expected timetable in relation to the change of name, the Share Consolidation and the relevant exchange trading arrangements:

2002

Latest time for lodging forms of proxy for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Saturday, 9th November SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Monday, 11th November Effective date for change of name . . . . . . . . . . . . . . . . . . . . . . . On or about Friday, 15th November Effective date for Share Consolidation . . . . . . . . . . . . . . . . . On or about Thursday, 21st November Closure of original counter for trading in Existing Shares (represented by existing share certificates) in board lot of 5,000 shares . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 21st November Establishment of temporary counter for trading in Consolidated Shares (represented by existing share certificates) in board lot of 200 shares . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 21st November First day of free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 21st November Original counter for trading in Consolidated Shares (represented by new share certificates) in board lot of 2,000 shares re-opens . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 5th December Parallel trading commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 5th December Closure of temporary counter for trading in Consolidated Shares (represented by existing share certificates) in board lot of 200 shares . . . . . . . . . . .4:00 p.m. on Monday, 30th December Parallel trading ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Monday, 30th December 2003 Last day of free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 2nd January

Shareholders should note that the above expected timetable with regard to the exchange trading arrangements is prepared on the assumption that the change of name of the Company will become effective on or about 15th November, 2002 and that the Share Consolidation will become effective on or about 21st November, 2002. The Company will make an announcement to confirm the exchange trading arrangements after the change of name becomes effective.

– iii –

LETTER FROM THE BOARD

(proposed to be renamed as IMI Global Holdings Limited)

(incorporated in Bermuda with limited liability)

Directors:

Mr. Kao Cheung Chong, Michael

(Chairman and Managing Director)

Mr. Lam Pak Kin, Philip (Deputy Chairman and Deputy Managing Director)

Mr. Kao Wai Ho, Francis

Head office and principal place of business: 17th Floor, Eight Commercial Tower 8 Sun Yip Street Chai Wan Hong Kong

Mr. Zhuo Fu Min

• Mr. Alexander Reid Hamilton

Mr. Oh Kok Chi

• Non-executive Director

• Independent non-executive Directors

Registered office:

Rosebank Centre 11 Bermudiana Road Pembroke Bermuda

17th October, 2002

To the Shareholders

Dear Sir and Madam,

PROPOSAL FOR CHANGE OF COMPANY NAME, SHARE CONSOLIDATION

AND CHANGE OF BOARD LOT SIZE

INTRODUCTION

The Board announced on 26th September, 2002 that, among other things, it proposed to change the name of the Company to IMI Global Holdings Limited, to consolidate every 25 Existing Shares into one Consolidated Share and to change the existing board lot size from 5,000 Existing Shares to 2,000 Consolidated Shares upon the Share Consolidation coming into effect.

The purpose of this circular is to provide you with details of the change of name, Share Consolidation, change of the board lot size and the arrangements for trading and exchange of share certificates and to set out the notice convening the SGM for the purpose of considering and, if thought fit, approving the change of name and the Share Consolidation.

CHANGE OF COMPANY NAME

As described in the circular of the Company dated 2nd August, 2002 in respect of the disposal of the Businesses, the Company is required to change its name within one year after completion of such disposal. Accordingly, the Directors propose to change the name of the Company

* for identification only

– 1 –

LETTER FROM THE BOARD

to IMI Global Holdings Limited in order to undertake a rebranding exercise following the disposal of the Businesses and to reflect the change in business focus of the Group. However, while the Group will focus on the development of the computer graphics animation business, it will also retain its 25% investment in the Businesses.

The proposed change of name will be subject to:

• (i) the approval of the Registrar of Companies in Bermuda; and

• (ii) the passing by the Shareholders of a special resolution approving the change of name at the SGM.

The change of name shall take effect from the date on which the new name is registered by the Registrar of Companies in Bermuda. Upon the proposed change of name taking effect, the Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

The change of name of the Company will not affect any of the rights of any Shareholders.

SHARE CONSOLIDATION

The Share Consolidation will be made on the basis that every 25 Existing Shares of HK$0.02 will be consolidated into one Consolidated Share of HK$0.50 each. Any fractional entitlements to issued Consolidated Share(s) shall be aggregated and sold by an agent appointed by the Board for that purpose and the net proceeds of each sale (after deduction of the expenses of such sale) shall be paid to the Company for the benefit of the Company.

The authorised share capital of the Company is HK$100,000,000 divided into 5,000,000,000 Shares of HK$0.02 each. Immediately after the Share Consolidation, the authorised share capital of the Company will be HK$100,000,000 and will comprise of 200,000,000 Consolidated Shares of HK$0.50 each. As at the Latest Practicable Date, there were 3,440,925,000 Existing Shares in issue. On the basis of such issued share capital, there will be 137,637,000 Consolidated Shares in issue immediately following the Share Consolidation becoming effective.

The Consolidated Shares will rank pari passu in all respects with each other.

Conditions

The Share Consolidation is conditional upon:

• (i) the passing by the Shareholders of an ordinary resolution approving the Share Consolidation at the SGM; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares and any Consolidated Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the options which may be granted under the Share Option Scheme.

– 2 –

LETTER FROM THE BOARD

Upon fulfilment of the abovementioned conditions, the Share Consolidation will not become effective immediately. The Share Consolidation will only become effective after the change of name becoming effective. The postponement of the effective date of the Share Consolidation to a day after the change of name becoming effective is to enable all new share certificates to carry the new name of the Company. Such arrangement would not only save the extra costs that would otherwise have been incurred in printing and arranging for exchange of the share certificates for two times, but will also avoid the confusion that would have otherwise arisen.

CHANGE OF BOARD LOT SIZE

At present, the ordinary shares of the Company are traded in board lot of 5,000 Existing Shares. The Directors have resolved to change the board lot for trading on the Stock Exchange to 2,000 Consolidated Shares upon the Share Consolidation becoming effective.

REASONS FOR THE SHARE CONSOLIDATION AND CHANGE OF BOARD LOT SIZE

The Board noted that the ordinary shares of the Company have been trading at prices between HK$0.028 to HK$0.061 since 26th August, 2002 (i.e., being the date on which the Existing Shares commenced trading on an ex-entitlement to the special cash dividend basis).

The Directors believe that the Share Consolidation and the change of board lot size will lead to a more reasonable board lot value. Based on the average closing price of the Existing Shares of HK$0.0405 per Existing Share for the month of September 2002 and the existing board lot size of 5,000 Existing Shares, the prevailing board lot value is HK$202.5. On the basis of the aforesaid average closing price of the Existing Shares of HK$0.0405 and the new board lot size of 2,000 Consolidated Shares, the new board lot value will be HK$2,025.

The Share Consolidation and the change of board lot size will not, on their own, result in any change in the relative rights of the Shareholders.

LISTING AND DEALINGS

Application has been made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Consolidated Shares in issue upon the Share Consolidation becoming effective and any Consolidated Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the options which may be granted under the Share Option Scheme.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the effective date of the Share Consolidation or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

– 3 –

LETTER FROM THE BOARD

Dealings in the Consolidated Shares may be settled through CCASS. You should seek the advice of your stockbroker or other professional adviser for details of those settlement arrangements and how such arrangements will affect your rights and interests.

TRADING ARRANGEMENTS AND FREE EXCHANGE OF NEW SHARE CERTIFICATES

Shareholders should note that the expected timetable shown on page iii of this circular with regard to the exchange trading arrangements is prepared on the assumption that the change of name of the Company will become effective on or about 15th November, 2002 and that the Share Consolidation will become effective on or about 21st November, 2002. The Company will make an announcement to confirm the exchange trading arrangements after the change of name becomes effective.

All existing share certificates in issue bearing the name of “Boto International Holdings Limited” will, after the change of name becoming effective, continue to be evidence of title to the shares of the Company under its new name and will be valid for trading, settlement and delivery purposes on the Stock Exchange up to the end of the parallel trading period. Thereafter, all existing share certificates in issue will continue to be evidence of title to the shares of the Company under its new name, but will not be valid for trading, settlement and delivery purposes on the Stock Exchange.

The Consolidated Shares will be traded in board lots of 2,000 each. The Share Consolidation is currently expected to be effective on or about 21st November, 2002. Dealings in the Consolidated Shares are expected to commence on the same day. Parallel trading arrangements will be established with the Stock Exchange and parallel trading will be permitted from 5th December, 2002 to 30th December, 2002, both days inclusive, at the counters mentioned in (a) and (b) below:

• (a) with effect from 9:30 a.m. on Thursday, 21st November, 2002, a temporary counter for trading in Consolidated Shares in board lot of 200 shares will be established and only light green share certificates for the Existing Shares can be traded at this counter. Each light green share certificate for the Existing Shares will be valid for settlement and delivery for trading transacted at this counter on the basis of 25 Existing Shares for one Consolidated Share. The original counter for trading in the Existing Shares in board lot of 5,000 shares will be temporarily closed with effect from 9:30 a.m. on Thursday, 21st November, 2002;

• (b) with effect from 9:30 a.m. on Thursday, 5th December, 2002, the original counter will be re-opened and will become a counter for trading in the Consolidated Shares in board lot of 2,000 shares. Only light blue share certificates for Consolidated Shares can be traded at this counter.

The temporary counter for trading in the Consolidated Shares in board lot of 200 shares (represented by light green share certificates for the Existing Shares) will be removed after the close of business on Monday, 30th December, 2002. Thereafter, trading will only be in light blue share certificates of the Consolidated Shares. The light green share certificates for the Existing Shares will then cease to be marketable and not be acceptable for delivery and settlement purposes but will remain effective as documents of title on the basis of 25 Existing Shares for one Consolidated Share.

– 4 –

LETTER FROM THE BOARD

Subject to the Share Consolidation becoming effective on or about 21st November, 2002, Shareholders may, during 21st November, 2002 to 2nd January, 2003 (both dates inclusive), submit share certificates for the Existing Shares to the Registrars, Secretaries Limited, at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, for exchange, at the expense of the Company, for new share certificates for the Consolidated Shares issued under the new name of the Company. Thereafter, certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each share certificate for Existing Shares cancelled or each new share certificate issued for the Consolidated Shares, whichever number of certificates cancelled/issued is higher. Nevertheless, certificates for the Existing Shares will continue to be good evidence of legal title and may be exchanged for certificates for the Consolidated Shares at any time.

It is expected that new certificates for the Consolidated Shares will be available for collection within a period of 10 business days after the submission of certificates for the Existing Shares to the Registrars for exchange. Unless otherwise instructed, new share certificates will be issued in board lots of 2,000 Consolidated Shares each. New share certificates for Consolidated Shares issued under the new name of the Company will be light blue in colour to distinguish them from the existing share certificates for the Existing Shares which are light green in colour.

The Company will appoint a broker as an agent to match, on a “best effort” basis, the sale and purchase of odd lots of the Consolidated Shares arising from the Share Consolidation from 5th December, 2002 up to and including 30th December, 2002. Such arrangement is to facilitate Shareholders who wish to dispose of or top up their odd lots of Consolidated Shares. Fairwin Broking Limited has been appointed as such broker and has opened a securities trading account for this purpose. Shareholders who wish to take advantage of this facility should contact Mrs. Pearl Lee of Fairwin Broking Limited at 7th Floor, Lansing House, 41-47 Queen’s Road Central, Hong Kong (Tel: 25227008) through their brokers during the period commencing from 5th December, 2002 up to and including 30th December, 2002. Such Shareholders are reminded that in order to effect the transactions, they will have to lodge with such broker the relevant Existing Share certificate(s) and duly signed and completed transfer form(s) and, if any, other documents of title. Shareholders should note that the matching of the sale and purchase of odd lots of Consolidated Shares are not guaranteed.

Shareholders are recommended to consult their stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers if they are in any doubt about the facility described above.

THE SGM

At the SGM, resolutions will be proposed for the Shareholders to consider and, if thought fit, approve (i) the change of the Company’s name and (ii) the Share Consolidation.

The notice convening the SGM is set out on pages 7 and 8 of this circular. Whether or not you intend to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Registrars as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so desire.

– 5 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that (i) change of the Company’s name and (ii) the Share Consolidation are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution approving the change of the Company’s name and the ordinary resolution to approve the Share Consolidation to be proposed at the SGM.

DIRECTORS’ RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular, and confirm, having made all reasonable enquires, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully, for and on behalf of the Board Kao Cheung Chong, Michael Chairman and Managing Director

– 6 –

NOTICE OF SGM

*

(proposed to be renamed as IMI Global Holdings Limited)

(incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that a special general meeting of Boto International Holdings Limited (the “Company”) will be held at 10:30 a.m. on Monday, 11th November, 2002 at 19th Floor, Eight Commercial Tower, 8 Sun Yip Street, Chai Wan, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions as a special resolution and an ordinary resolution of the Company, respectively:–

SPECIAL RESOLUTION

“ THAT , subject to the approval of the Registrar of Companies of Bermuda, the change of name of the Company from “Boto International Holdings Limited” to “IMI Global Holdings Limited” be and is hereby approved.”

ORDINARY RESOLUTION

“ THAT :

• (a) subject to the change of name of the Company from “Boto International Holdings Limited” to “IMI Global Holdings Limited” becoming effective, the Company’s issued and unissued shares of HK$0.02 each be consolidated on the basis of every twentyfive (25) issued ordinary shares of par value of HK$0.02 each being consolidated into one (1) issued ordinary share of par value of HK$0.50 (each a “Consolidated Share”) and every twenty-five (25) unissued ordinary shares of par value of HK$0.02 each being consolidated into one unissued Consolidated Share (collectively the “Consolidation”) with effect from such date as the board of directors of the Company may determine;

• (b) all of the Consolidated Shares resulting from the Consolidation shall rank pari passu in all respects with each other and have the rights and privileges as set out in, and be subject to, the Company’s bye-laws;

• (c) any fractional entitlements to the issued Consolidated Shares shall be aggregated and sold for the benefit of the Company by an agent appointed by the directors of the Company for that purpose in accordance with the terms and conditions set out in the Circular; and

* For identification only

– 7 –

NOTICE OF SGM

• (d) the directors of the Company be and are hereby authorised to exercise all such powers and do such acts as they consider necessary or desirable to give effect to, and to implement, any of the foregoing.”

By order of the Board Lam Pak Kin, Philip Company Secretary

Dated: 17th October, 2002

Principal place of business in Hong Kong:

17th Floor, Eight Commercial Tower 8 Sun Yip Street Chai Wan Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the SGM is entitled to appoint a proxy to attend and vote in his stead and any such member who is a holder of 2 or more shares in the Company is entitled to appoint more than one proxy to attend and vote in his stead. A proxy need not be a member of the Company.

2. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority shall be deposited at the Company’s 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 appointed for holding the SGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

3. A form of proxy for use in respect of the SGM is enclosed herewith.

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