Great Eagle Holdings Limited — AGM Information 2004

Jan 20, 2004

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(incorporated in Hong Kong with limited liability)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Tian An China Investments Company Limited will be held at Plaza IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 16 February 2004 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions, the first four of which will be proposed as Ordinary Resolutions and the last one will be proposed as a Special Resolution:

ORDINARY RESOLUTIONS

1. “ THAT immediately before the proposed reduction of capital referred to in the Special Resolution numbered 5 set out in the Notice convening this Meeting taking effect, every ten issued and unissued ordinary shares of HK$0.20 each in the capital of the Company be consolidated into one ordinary share of HK$2.00.”

2. “ THAT , subject to and forthwith upon the proposed reduction of capital referred to in the Special Resolution numbered 5 set out in the Notice convening this Meeting (the “Capital Reduction”) taking effect:

   • (1) the general and unconditional mandate granted to the Directors of the Company in the form of an Ordinary Resolution passed at the Annual General Meeting of the Company held on 15 May 2003 to repurchase securities of the Company be and is hereby revoked;

   • (2) (a) subject to sub-paragraph (b) of this paragraph (2), the exercise by the Directors of the Company during the Relevant Period (as defined in sub-paragraph (c) of this paragraph (2)) of all the powers of the Company to repurchase its own securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the relevant class of securities may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”) or those of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

     • (b) the aggregate nominal amount of the securities of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval given in sub-paragraph (a) of this paragraph (2) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the relevant class of securities of the Company in issue at the date when the Capital Reduction becomes effective and the approval granted under sub-paragraph (a) of this paragraph (2) shall be limited accordingly; and

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  - (c) for the purpose of this Resolution, “Relevant Period” means the period from the date when the Capital Reduction becomes effective until the earliest 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 articles of association of the Company or any applicable laws of Hong Kong to be held; and 

     - (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. “ THAT , subject to and forthwith upon the proposed reduction of capital referred to in the Special Resolution numbered 5 set out in the Notice convening this Meeting (the “Capital Reduction”) taking effect:

   • (1) the general and unconditional mandate granted to the Directors of the Company in the form of an Ordinary Resolution passed at the Annual General Meeting of the Company held on 15 May 2003 to allot and issue securities of the Company be and is hereby revoked;

   • (2) (a) subject to sub-paragraph (c) of this paragraph (2), the exercise by the Directors of the Company during the Relevant Period (as defined in sub-paragraph (d) of this paragraph (2)) of all the powers of the Company to allot, issue or otherwise deal with the ordinary shares of HK$0.20 each in the capital of the Company arising from the Capital Reduction (the “New Shares”) or securities convertible into the New Shares or options, warrants or similar rights to subscribe for any New Shares, and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

     • (b) the approval given in sub-paragraph (a) of this paragraph (2) shall authorize the Directors of the Company during the Relevant Period to make or grant offers, agreements or options which would or might require the exercise of such powers 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 and issued (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval given in sub-paragraph (a) of this paragraph (2), otherwise than pursuant to:

       • (i) a Rights Issue (as defined in sub-paragraph (e) of this paragraph (2)); or

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

       • (iii) any scrip dividend or similar arrangement providing for the allotment of the New Shares in lieu of the whole or part of a dividend on the New Shares in accordance with the memorandum and articles of association of the Company from time to time; or

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• (iv) the exercise of any option granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to the officers or the employees of the Company or any of its subsidiaries of options to subscribe for, or rights to acquire, the New Shares;

shall not exceed 20% of the aggregate nominal amount of the capital of the Company in issue at the date when the Capital Reduction becomes effective, and the approval granted under sub-paragraphs (a) and (b) of this paragraph (2) shall be limited accordingly;

• (d) for the purpose of this Resolution, “Relevant Period” means the period from the date when the Capital Reduction becomes effective until the earliest 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 articles of association of the Company or any applicable laws of Hong Kong to be held; and

  • (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; and

• (e) for the purpose of this Resolution, “Rights Issue” means the allotment, issue or grant of the New Shares pursuant to an offer of the New Shares or other securities open for a period fixed by the Directors of the Company to the holders of the New Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such New 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 recognized regulatory body or any stock exchange in, any territory applicable to the Company).”

1. “ THAT , subject to and conditional upon the passing of the Ordinary Resolutions numbered 2 and 3 set out in the Notice convening this Meeting, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with the ordinary shares or other securities of the Company pursuant to the Ordinary Resolution numbered 3 mentioned 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 of the Company pursuant to such general mandate an amount representing the aggregate nominal amount of the relevant class of securities of the Company repurchased by the Company under the authority granted pursuant to the Ordinary Resolution numbered 2 mentioned above provided that such amount shall not exceed 10% of the aggregate nominal amount of the capital of the Company in issue at the date when the proposed reduction of capital referred to in the Special Resolution numbered 5 set out in the Notice convening this Meeting takes effect.”

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SPECIAL RESOLUTION

1. “ THAT , subject to and conditional upon the passing of the Ordinary Resolution numbered 1 set out in the Notice convening this Meeting for the purpose of consolidating every ten issued and unissued ordinary shares of HK$0.20 each in the capital of the Company into one ordinary share of HK$2.00 (the “Consolidated Share”):

   • (a) the capital of the Company be reduced from HK$4,000,000,000 divided into 2,000,000,000 Consolidated Shares of HK$2.00 each to HK$400,000,000 divided into 2,000,000,000 ordinary shares of HK$0.20 each (the “New Shares”) and that such reduction be effected by cancelling paid up capital to the extent of HK$1.80 on each of the Consolidated Share in issue and by reducing the nominal value of all the Consolidated Shares from HK$2.00 each to HK$0.20 each; and

   • (b) all fractions of New Shares to which holders of the ordinary shares of HK$0.20 each in the capital of the Company would otherwise be entitled be aggregated and sold for the benefit of the Company and that a person nominated by the Company be appointed to transfer the shares so sold to the purchaser or purchasers thereof and to do all such acts and things and execute all such documents including without limitation the instruments of transfer on behalf of such holders as may be necessary to effect the transfers.”

By Order of the Board Tian An China Investments Company Limited Ng Qing Hai Managing Director

Hong Kong, 20 January 2004

Registered office:

27th Floor, China Online Centre 333 Lockhart Road Wanchai Hong Kong

Notes:

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

2. A form of proxy for use at the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible. Completion and return of the form of proxy will not prevent you from attending and voting in person at the Meeting or any adjourned meeting thereof if you so wish. In the event that you attend the Meeting after having returned the completed form of proxy, your form of proxy will be deemed to have been revoked.

3. To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney, must be deposited at the Company’s registrar, Secretaries Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for the Meeting or any adjournment thereof.

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1. Where there are joint holders of a share, any one of such holders 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 holders be present at the Meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company shall alone be entitled to vote in respect of such share.

• “Please also refer to the published version of this announcement in The Standard”

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