Guoco Group Limited — Proxy Solicitation & Information Statement 2006

Jul 28, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, 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 FAR EAST HOTELS AND ENTERTAINMENT LIMITED, you should at once hand this circular and the accompanying proxy form to the purchaser or 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 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.

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FAR EAST HOTELS AND ENTERTAINMENT LIMITED 遠東酒店實業有限公司

(Incorporated in Hong Kong under the Companies Ordinance)

(Stock Code: 0037)

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Far East Hotels And Entertainment Limited to be held at the Penthouse, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong on Thursday, 24 August 2006 at 3:00 p.m. is set out in Appendix III of this circular. Whether or not you are able 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 registered office of the Company at Suite 2308, 23rd Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting.

Completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the annual general meeting or any adjourned meeting should they so wish.

28 July 2006

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1 – 2
LETTER FROM THE MANAGING DIRECTOR
AND CHIEF EXECUTIVE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3 – 5
APPENDIX I – EXPLANATORY STATEMENT ON REPURCHASE . . . . . . . . . . . . .	6 – 8
OF SHARES
APPENDIX II – INFORMATION ON RETIRING DIRECTORS. . . . . . . . . . . . . . . . . 9 – 11
PROPOSED FOR RE-ELECTION
APPENDIX III – NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . 12 – 15

– i –

DEFINITIONS

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

• “Annual General Meeting”

the annual general meeting of the Company to be held at the Penthouse, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong on Thursday, 24 August 2006 at 3:00 p.m., notice of which is set out in Appendix III of this circular

• “Companies Ordinance”

the Companies Ordinance (Chapter 32) of the Laws of Hong Kong

• “Company”

Far East Hotels And Entertainment Limited, a company incorporated in Hong Kong with limited liability under the Companies Ordinance

• “Directors”

directors of the Company

• “Group”

the Company and its subsidiaries from time to time

• “Latest Practicable Date”

• 21 July 2006, being the latest practicable date prior to the printing of this circular.

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Memorandum and Articles of Association”

Memorandum and Articles of Association of the Company

• “Repurchase Proposal”

the Repurchase Resolution to give a general mandate to the Directors to exercise the powers of the Company to repurchase during the period as set out in the Repurchase Resolution Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the Repurchase Resolution

• “Repurchase Resolution”

the proposed ordinary resolution as referred to in resolution no. 4 of the notice of the Annual General Meeting

• “Share(s)”

share(s) of $1.00 each in the share capital of the Company

• “Shareholder(s)”

holder(s) of the Share(s)

• “Share Buy Back Rules”

the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

– 1 –

DEFINITIONS

“Takeover Code” “$” and “cents”

the Code on Takeovers and Mergers Hong Kong dollars and cents respectively

– 2 –

LETTER FROM THE MANAGING DIRECTOR AND CHIEF EXECUTIVE

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FAR EAST HOTELS AND ENTERTAINMENT LIMITED 遠東酒店實業有限公司

(Incorporated in Hong Kong under the Companies Ordinance)

(Stock Code: 0037)

Executive Directors: Deacon Te Ken CHIU, J.P. (Chairman) Derek CHIU, B.A. (Managing Director and Chief Executive) Desmond CHIU, B.A. (Deputy Managing Director) Margaret CHIU, LL B.

Registered Office: Suite 2308, 23rd Floor Office Tower, Convention Plaza 1 Harbour Road Wanchai, Hong Kong

Non-Executive Directors: CHIU JU Ching Lan, J.P. Dick Tat Sang CHIU, M.A. Tan Sri Dato’ David CHIU, B.Sc. Dennis CHIU, B.A. Duncan CHIU, B.Sc.

Independent Non-executive Directors: IP Shing Hing, J.P. NG Wing Hang Patrick CHOY Wai Shek Raymond, MH, J.P.

Alternate Directors: CHAN Chi Hing (Alternate Director to Deacon Te Ken CHIU) TANG Sung Ki, CPA, FCCA (Alternate Director to Desmond CHIU)

28 July 2006

To shareholders

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting.

– 3 –

LETTER FROM THE MANAGING DIRECTOR AND CHIEF EXECUTIVE

GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 26 August 2005, a general mandate was given by the Company to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the forthcoming annual general meeting of the Company. The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the Annual General Meeting. An explanatory statement as required under the Share Buy Back Rules to provide the requisite information of the Repurchase Proposal is set out in the Appendix I to this circular.

GENERAL MANDATE TO ISSUE SHARES

It will also be proposed at the Annual General Meeting two ordinary resolutions respectively granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company (namely 97,768,535 shares) at the date of passing the resolution and adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase up to 10% of the issued share capital of the Company at the date of passing the Repurchase Resolution.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Articles 78 and 79 of the Company’s Articles of Association, Mr. Deacon Te Ken Chiu, Mr. Derek Chiu, Mr. Ng Wing Hang Patrick and Mr. Choy Wai Shek Raymond shall retire from office at the forthcoming annual general meeting and, being eligible, offer themselves for re-election. Particulars of retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II.

ANNUAL GENERAL MEETING

Set out in Appendix III of this circular is a notice convening the Annual General Meeting at which resolutions will be proposed to:

Ordinary resolutions:

• grant to the Directors a general mandate to exercise all powers of the Company to purchase on the Stock Exchange Shares representing up to a maximum of 10% of the issued share capital of the Company as at the date of passing the Repurchase Resolution;

• grant to the Directors a general mandate to authorise the Directors to issue, allot and deal with Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution;

• extend the general mandate which will be granted to the Directors to issue, allot and deal with additional Shares by adding to it the number of Shares purchased under the Repurchase Proposal after the granting of the general mandate.

– 4 –

LETTER FROM THE MANAGING DIRECTOR AND CHIEF EXECUTIVE

ACTION TO BE TAKEN

A proxy form for use at the Annual General Meeting is enclosed herein. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form and return it to the registered office of the Company at Suite 2308, 23rd Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of a proxy form will not prevent shareholders from attending and voting at the Annual General Meeting if they so wish.

Pursuant to Article 57 of the Company’s Articles of Association, every question submitted to a general meeting shall be determined in the first instance by a show of hands, but a poll may be demanded (on or before the declaration of result of the show of hands) by the Chairman or by

• (i) at least three shareholders entitled to vote, or

• (ii) by one Shareholder or two Shareholders so entitled, if that Shareholder or those two Shareholders together hold not less than fifteen per cent. of the paid up share capital of the Company.

Unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or lost and an entry to the effect in the minute’s book of the Company shall be conclusive evidence of the result of such resolution.

No shareholders of the Company shall be required to abstain from voting at the Annual General Meeting.

RECOMMENDATION

The Directors believe that all the above-mentioned resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its shareholders. Accordingly, the Directors recommend that all shareholders should vote in favour of the resolutions set out in the notice of Annual General Meeting.

Yours faithfully, DEREK CHIU Managing Director and Chief Executive

– 5 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing the Repurchase Resolution.

This appendix also constitutes the memorandum required under Section 49BA(3) of the Companies Ordinance.

1. LISTING RULES FOR REPURCHASE OF SHARES

The Share Buy Back Rules permit companies whose primary listing are on the Stock Exchange to repurchase their fully paid up shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

(a) Shareholder’s Approval

The Share Buy Back Rules provide that all on-market share repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchase.

(b) Source of Funds

Repurchase must be made out of funds which are legally available for the purpose and in accordance with the company’s constitutive document and the laws of the jurisdiction in which the company is incorporated or otherwise established.

(c) Maximum Number of Shares to be Repurchased

A maximum of 10% of the existing issued share capital of a company at the date of passing the resolution may be repurchased on the Stock Exchange.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued and fully paid up share capital of the Company comprised 488,842,675 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 48,884,267 Shares which representing not more than 10% of the issued share capital of the Company as at the date of passing the resolution.

3. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Proposal is in the best interests of the Company and its shareholders. Such purchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share of the Company and will only be made when the Directors believe that such a purchase will benefit the Company and its shareholders.

– 6 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association and the Companies Ordinance. The Companies Ordinance provides that the amount of capital repaid in connection with a share repurchase may only be paid from the distributable profits of the Company and/or the proceeds of a new issue of Shares, made for the purpose of the repurchase to such an extent allowable under the Companies Ordinance.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the latest published audited accounts contained in the annual report for the year ended 31st March 2006 in the event that the Repurchase Proposal were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Proposal 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.

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Share Prices	Share Prices
	Per Share
	Highest	Lowest
	HK$	HK$
2005
July	0.570	0.510
August	0.610	0.520
September	0.550	0.470
October	0.500	0.340
November	0.400	0.365
December	0.390	0.370
2006
January	0.400	0.365
February	0.460	0.390
March	0.420	0.385
April	0.510	0.395
May	0.435	0.360
June	0.370	0.300
July (up to and including the Latest Practicable Date)	0.360	0.305

– 7 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Resolution and in accordance with the Listing Rules and the applicable laws of Hong Kong.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the shareholders.

No other connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the shareholders.

7. EFFECT OF TAKEOVER CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, 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 Rule 32 of the Takeover Code. As a result, a shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeover Code.

As at the Latest Practicable Date, Messrs. Deacon Te Ken CHIU, Derek CHIU, Dick Tat Sang CHIU, CHIU JU Ching Lan, David CHIU and Margaret CHIU, being directors of the Company together with their respective associates were beneficially interested in an aggregate of 255,675,475 Shares representing 52.30% of the issued share capital of the Company. Based on such shareholdings and in the event that the Directors exercised in full the power to repurchase Shares under the Repurchase Proposal, if so approved, the shareholdings of Messrs. Deacon Te Ken CHIU, Derek CHIU, Dick Tat Sang CHIU, CHIU JU Ching Lan, David CHIU and Margaret CHIU together with their respective associates would be increased to 58.11% of the issued share capital of the Company.

The Directors are not aware of any consequences which may arise under the Takeover Code as a result of any repurchases made under the Repurchase Proposal. In the event that the Repurchase Proposal is exercised in full, the number of Shares held by the public would not fall below 25%.

8. SHARE PURCHASE MADE BY THE COMPANY

In the six months preceding the Latest Practicable Date, the Company had not purchased any of its own Shares on the Stock Exchange.

– 8 –

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The following is the information, as required to be disclosed by the Listing Rules, on the retiring Directors proposed to be re-elected at the Annual General Meeting.

Mr. Deacon Te Ken Chiu, J.P.

Aged 81. Appointed as a Director and Chairman of the Company in 1979. Founder of the Far East Group. He is also the Chairman of Far East Consortium International Limited and Far East Technology International Limited. Mr. Chiu has more than 50 years of business experience in property investment and development; operation of entertainment and tourism related business; hotel ownership and management; financing and banking. He was a member of the Chinese People’s Political and Consultative Conference from the 6th to 9th; the founder of the Yan Chai Hospital and the Vice Patron of the Community Chest since 1968; the founder and permanent Honorary Chairman of The New Territories General Chamber of Commerce; the founder and Chairman of the Ju Ching Chu Secondary School since 1966. Husband of Madam Chiu Ju Ching Lan. Father of Messrs. Dick Tat Sang Chiu, David Chiu, Margaret Chiu, Dennis Chiu, Derek Chiu, Desmond Chiu and Duncan Chiu. Save as disclosed above, he does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.

He beneficially owns 121,392,476 Shares, representing approximately 24.83% of the entire issued share capital of the Company as at the Latest Practicable Date. Save as disclosed above, he does not have any interests in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Chiu receives no emolument from the Company except director’s fee of HK$20,000 per annum (with reference to previous year’s fee and as approved by shareholders on the latest annual general meeting).

Mr. Derek Chiu, B.A.

Aged 40. Joined and was appointed as Director of the Company in 1989. He is also a Non-executive Director of Far East Technology International Limited. He has extensive experience in the operation of amusement parks and entertainment business. He is also a member of the Remuneration Committee of the Company. Son of Mr. Deacon Te Ken Chiu and Madam Chiu Ju Ching Lan. Brother of Messrs. Dick Tat Sang Chiu, David Chiu, Margaret Chiu, Dennis Chiu, Desmond Chiu and Duncan Chiu. Save as disclosed above, he does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.

He beneficially owns 90,824,299 Shares, representing approximately 18.58% of the entire issued share capital of the Company and share option of 1,000,000 shares as at the Latest Practicable Date. Save as disclosed above, he does not have any interests in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Chiu receives emolument and discretionary bonus from the Company that is determined by the Board from time to time with reference to prevailing market conditions and director’s fee of HK$10,000 per annum (with reference to previous year’s fee and as approved by shareholders on the latest annual general meeting).

– 9 –

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Ng Wing Hang Patrick

Aged 53. Mr. Ng was appointed as an Independent Non-executive Director of the Company on 28 September 2004. Mr. Ng is a practising Certified Public Accountant in Hong Kong and is the sole proprietor of Messrs. Patrick Ng & Company, Certified Public Accountants. Mr. Ng also serves as independent non-executive director on the boards of two other listed companies in Hong Kong, namely, Shenyin Wanguo (H.K.) Limited and Everbest Century Holdings Limited.

He does not have any interests in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Ng receives no emolument from the Company except director’s fee of HK$120,000 per annum (with reference to previous year’s fee and as approved by shareholders on the latest annual general meeting). He is also a member of the Audit Committee and Remuneration Committee of the Company. He does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, he held directorship in other listed companies, namely Hong Kong Pharmaceutical Holdings Limited, First Dragoncom Agro-Strategy Holdings Limited and M Dream Inworld Limited and subsequently resigned in the last three years.

Mr. Choy Wai Shek Raymond, MH, J.P.

Aged 57. Mr. Choy was appointed as an Independent Non-executive Director of the Company on 28 September 2004. Mr. Choy was the Chairman of Sham Shui Po District Council, Hong Kong for the year 1991 to 1994, a member of Hong Kong Affairs Adviser for the year 1994 to 1997, a member of Hong Kong Broadcasting Authority for the year 1995 to 1998. Mr. Choy is now a member of Occupational Safety And Health Council, member of Energy Advisory Committee, member of Consumer Council, a member of CPPCC Guangzhou Committee, a director of Chinese General Chamber Of Commerce.

He does not have any interests in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Choy receives no emolument from the Company except director’s fee of HK$120,000 per annum (with reference to previous year’s fee and as approved by shareholders on the latest annual general meeting). He is also a member of the Audit Committee and Remuneration Committee of the Company. He does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.

None of the above mentioned directors of the Company have a service contract with the Company or any of its subsidiaries. The term of office for director is the period up to his retirement by rotation in accordance with the Articles of Association of the Company.

– 10 –

APPENDIX II INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, they do not hold directorship in other listed companies in the last three years.

Save as disclosed above, they do not hold any major appointment within the Group.

Save as disclosed above, there is no other information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and the Directors are not aware of any matters in relation to the re-election of directors that should be brought to the attention of the Company’s Shareholders.

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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FAR EAST HOTELS AND ENTERTAINMENT LIMITED 遠東酒店實業有限公司

(Incorporated in Hong Kong under the Companies Ordinance)

(Stock Code: 0037)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at the Penthouse, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong on Thursday, 24 August 2006 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed:

ORDINARY RESOLUTIONS

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 March 2006.

2. To elect directors (see Note 7) and to fix their fees.

3. To appoint auditors and to authorise the directors to fix their remuneration.

4. “ THAT :

5. (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$1.00 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised 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 or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

6. (b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution, and the said approval shall be limited accordingly; and

7. (c) for the purposes 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;

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

  - (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

1. “ THAT :

2. (a) subject to paragraph (c) below and pursuant to Section 57B of the Companies Ordinance, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$1.00 each in the capital of the Company and to make or grant offers, agreements and options (including bonds and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company; (iii) an issue of shares as scrip dividends pursuant to the Articles of Association of the Company from time to time; or (iv) an issue of shares under any option scheme or similar arrangement for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution, and the said approval shall be limited accordingly; and

5. (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 to be held; and

   • (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting;

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

1. “ THAT subject to the passing of the Resolution Nos. 4 and 5 set out in the Notice convening this meeting, the general mandate granted to the Directors of the Company to allot and deal with additional shares pursuant to Resolution No. 5 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 4 set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the said Resolution.”

By order of the Board TANG Sung Ki Secretary

28 July 2006

Notes:

1. The register of members of the Company will be closed from 22 August 2006 to 24 August 2006 (both days inclusive), during which period no transfer of shares will be effected. In order to qualify for attending the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with Standard Registrars Limited, the Registrars of the Company, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:00p.m. on 21 August 2006.

2. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the registered office of the Company at Suite 2308, 23rd Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be).

5. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

1. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

2. In accordance with Articles 78 and 79 of the Company’s Articles of Association, Mr. Deacon Te Ken Chiu, Mr. Derek Chiu, Mr. Ng Wing Hang Patrick and Mr. Choy Wai Shek Raymond shall retire from office at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.

3. As at the date hereof, the executive Directors are Mr. Deacon Te Ken Chiu, Mr. Derek Chiu, Mr. Desmond Chiu, Ms. Margaret Chiu; the non-executive Directors are Mrs. Chiu Ju Ching Lan, Mr. Dick Tat Sang Chiu, Mr. David Chiu, Mr. Dennis Chiu, Mr. Duncan Chiu; the independent non-executive Directors are Mr. Ip Shing Hing, Mr. Ng Wing Hang Patrick, Mr. Choy Wai Shek Raymond; and the alternate Directors are Mr. Chan Chi Hing (alternate Director to Mr. Deacon Te-ken Chiu) and Mr. Tang Sung Ki (alternate Director to Mr. Desmond Chiu).

– 15 –