Hong Kong Exchanges and Clearing Limited - Proxy Solicitation & Information Statement 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about 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 all your shares in Asia Orient Holdings Limited, you should at once hand this circular to the purchaser or to the banker or stockbroker or other agent through whom the sale 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.

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ASIA ORIENT HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

PROPOSED CAPITAL REORGANISATION INVOLVING CONSOLIDATION OF THE SHARE CAPITAL AND REDUCTION OF THE ISSUED SHARE CAPITAL TERMINATION OF THE EXISTING SHARE OPTION SCHEME ADOPTION OF A NEW SHARE OPTION SCHEME AMENDMENT TO THE BYE-LAWS ON ROTATION AND RETIREMENT OF DIRECTORS AND

GENERAL MANDATES TO ISSUE AND REPURCHASE NEW SHARES

Financial adviser to Asia Orient Holdings Limited

A notice convening a special general meeting of Asia Orient Holdings Limited to be held at Empire Hotel, Basement 2, 33 Hennessy Road, Wanchai, Hong Kong on 11 November, 2002 at 10:00 a.m. is set out on pages 28 to 33 of this circular.

Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than forty-eight hours before the time of the meeting or any adjournment thereof. Completion and return of the relevant forms of proxy will not preclude you from attending and voting at the meeting should you wish.

15 October, 2002

ASIA ORIENT HOLDINGS LIMITED

CONTENTS

		Page
Expected timetable of the capital reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Responsibility statement . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the board
Introduction . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
The capital reorganisation . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Reasons for the capital reorganisation . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Effects of the capital reorganisation . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Conditions of the capital reorganisation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Application for listing . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Board lot size and trading arrangements	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Expected timetable for exchange of certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		10
Proposed termination of the existing share option scheme
and adoption of a new share option scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11
Reasons for adoption of the new share option scheme . . . . . . . . . . . . . . . . . . . . . . . . . .		12
Valuation of new share options . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Proposed amendment to the bye-laws . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
General mandates to issue and repurchase new shares . . . . . . . . . . . . . . . . . . . . . . . . . . .		14
Adjustment to the conversion price of the convertible notes
issued by Asia Orient . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
General . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Special general meeting . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Recommendation . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Appendix I — Explanatory statement	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix II — Summary of the principal terms of the new share option scheme . . .		19
Notice of the special general meeting . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28

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ASIA ORIENT HOLDINGS LIMITED

EXPECTED TIMETABLE OF THE CAPITAL REORGANISATION

2002
Latest time for lodging proxy forms
for the special general meeting . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Saturday, 9 November
Special general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Monday, 11 November
Effective date of the capital reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 November
Dealings in the new shares commence . . . . . . . . . . . . . . . . . . 9:30 a.m. on Tuesday, 12 November
Temporary counter for trading in the new shares
in board lots of 40 new shares, in the form
of existing certificate(s) for the shares, opens and
existing counter in board lots of 2,000 shares closes . . . . . . 9:30 a.m. on Tuesday, 12 November
First day for free exchange of certificate(s) for the
shares for new certificate(s) for the new shares . . . . . . . . . . . . . . . . . . . . Tuesday, 12 November
Designated broker to stand in the market to
purchase and sell odd lots of the new shares . . . . . . . . . . . . . . . . . . . . . . Tuesday, 26 November
Existing counter for trading in the new shares
in board lots of 2,000 new shares,
in the form of new certificate(s) for
the new shares, re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Tuesday, 26 November
Parallel trading for shares commences . . . . . . . . . . . . . . . . . . 9:30 a.m. on Tuesday, 26 November
Last day for temporary counter trading in the new shares
in board lots of 40 new shares in the form of
existing share certificate(s), and First Securities (HK) Limited
to stand in the market to purchase and sell
odd lots of the new shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 17 December
Parallel trading for shares ends . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 17 December
Last day for free exchange of certificate(s) for
the shares for new certificate(s) for the new shares . . . . . . . . . . . . . . . . . Tuesday, 24 December

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ASIA ORIENT HOLDINGS LIMITED

RESPONSIBILITY STATEMENT

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

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ASIA ORIENT HOLDINGS LIMITED

DEFINITIONS

In this circular (other than in the notice of the special general meeting), the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

“adoption date”	the date on which the resolution relating to the new share
	option scheme of Asia Orient is adopted;
“Anglo Chinese”	Anglo Chinese Corporate Finance, Limited, an investment
	adviser and dealer registered under the Securities Ordinance,
	Chapter 333, Laws of Hong Kong;
“announcement”	the announcement dated 30 September, 2002 made by Asia
	Orient;
“Asia Orient”	Asia Orient Holdings Limited, an exempted company
	incorporated in Bermuda with limited liability, the shares of
	which are listed on the Stock Exchange;
“Asia Orient group”	Asia Orient and its subsidiaries from time to time;
“associate(s)”	has the meaning ascribed to it under the listing rules;
“board”	board of directors;
“business day”	any day on which the Stock Exchange is open for the business
	of dealing in securities;
“bye-laws”	the bye-laws of Asia Orient;
“capital reduction”	the proposal to reduce the nominal value of the consolidated
	issued shares to HK$0.10 each by cancellation of HK$0.15
	paid-up capital for each issued consolidated share;
“capital reorganisation”	the proposed reorganisation of the capital of Asia Orient by
	way of the capital reduction and share consolidation;
“CCASS”	the Central Clearing and Settlement System established and
	operated by HKSCC;
“Code”	the Hong Kong Codes on Takeovers and Mergers and Share
	Repurchase;
“Companies Act”	the Companies Act 1981 of Bermuda, as amended;
“Companies Ordinance”	the Companies Ordinance, Chapter 32, Laws of Hong Kong,
	as amended;
“consolidated share(s)”	new issued share(s) with nominal value of HK$0.25 each in
	the capital of Asia Orient after the share consolidation but
	before the capital reduction becomes effective;

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ASIA ORIENT HOLDINGS LIMITED

DEFINITIONS

“convertible notes”	HK$60,000,000 convertible notes issued by Asia Orient on 16
	January, 2001;
“convertible note holders”	holders of the convertible notes;
“director(s)”	director(s) of Asia Orient;
“eligible person(s)”	any person(s) who satisfies the eligibility criteria under the
	new share option scheme;
“existing share option scheme”	the share option scheme of Asia Orient adopted on 28 August,
	1996;
“grantee(s)”	any eligible person(s) who accepts an offer in accordance
	with the terms of the new share option scheme or, where the
	context so permits, a legal personal representative entitled to
	any such new share options in consequence of the death of the
	original grantee(s);
“HKSCC”	Hong Kong Securities Clearing Company Limited;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“latest practicable date”	9 October, 2002, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information for inclusion in this circular;
“listing rules”	the rules governing the listing of securities on the Stock
	Exchange;
“new share option(s)”	share option(s) to subscribe for new shares granted pursuant
	to the new share option scheme;
“new share option scheme”	the share option scheme to be adopted by Asia Orient under
	the proposed ordinary resolution numbered 3 as referred to in
	the notice of special general meeting as set out on pages 28 to
	33 of this circular;
“new share(s)”	new issued share(s) with nominal value of HK$0.10 each in
	the capital of Asia Orient after the capital reorganisation
	becomes effective;
“offer”	the offer of the grant of a new share option or new share
	options made in accordance with the new share option
	scheme;

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ASIA ORIENT HOLDINGS LIMITED

DEFINITIONS

“offer date”	the date on which an offer is made to an eligible person;
“option period”	in respect of any particular new share option, a period to be
	notified by the board to each grantee during which a new
	share option may be exercised, such period not exceeding a
	period of ten years commencing on the offer date and expiring
	on the last day of such period;
“share(s)”	share(s) of HK$0.005 each in the share capital of Asia Orient;
“share consolidation”	the proposed consolidation of the shares whereby every 50
	issued and unissued shares will be consolidated into 1
	consolidated share;
“share option(s)”	share option(s) granted under the existing share option
	scheme;
“share subdivision”	the subdivision of each unissued consolidated share into 2.5
	new shares;
“shareholder(s)”	holder(s) for the time being of the share(s) or, where the
	context so requires, holder(s) of the new shares upon
	completion of the capital reorganisation;
“special general meeting”	the special general meeting of Asia Orient to be convened for
	the purpose of considering, inter alia, the capital
	reorganisation, the termination of the existing share option
	scheme, the adoption of the new share option scheme, the
	amendment to the bye-laws on rotation and retirement of
	directors and the grant of fresh general mandates to issue and
	repurchase new shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“subscription price”	the price per new share at which a grantee may subscribe for
	the new shares on the exercise of a new share option as
	described in the new share option scheme;
“subsidiary”	a company which is for the time being and from time to time
	a subsidiary (within the meaning of Section 2 of the
	Companies Ordinance or Section 86 of the Companies Act) of
	Asia Orient;
“%”	per cent.

per cent.

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ASIA ORIENT HOLDINGS LIMITED

LETTER FROM THE BOARD

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ASIA ORIENT HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

Executive directors: Fung Siu To, Clement (Chairman) Lim Yin Cheng (Deputy Chairman) Poon Jing (Managing Director) Lun Pui Kan Kwan Po Lam, Phileas Independent non-executive directors: Chan Sze Hung Cheung Kwok Wah, Ken

Registered Office: Cedar House 41 Cedar Avenue Hamilton HM12 Bermuda

Principal place of business in Hong Kong: 30th Floor Asia Orient Tower, Town Place 33 Lockhart Road Wanchai Hong Kong

15 October, 2002

To the shareholders and, for information purpose only, to the convertible note holders

Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION INVOLVING CONSOLIDATION OF THE SHARE CAPITAL AND REDUCTION OF THE ISSUED SHARE CAPITAL TERMINATION OF THE EXISTING SHARE OPTION SCHEME ADOPTION OF THE NEW SHARE OPTION SCHEME AMENDMENT TO THE BYE-LAWS ON ROTATION AND RETIREMENT OF DIRECTORS

AND

GENERAL MANDATES TO ISSUE AND REPURCHASE NEW SHARES

INTRODUCTION

The board announced on 30 September, 2002 that the board proposed to put to the shareholders a capital reorganisation proposal.

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ASIA ORIENT HOLDINGS LIMITED

LETTER FROM THE BOARD

The board also proposes to recommend to the shareholders at the special general meeting to terminate the existing share option scheme, approve the adoption of the new share option scheme and amend the bye-laws on rotation and retirement of directors. As a result of the capital reorganisation, the board further proposes to recommend to the shareholders to grant fresh general mandates to the directors to issue and repurchase new shares at the special general meeting.

The purpose of this circular is to give further information on the capital reorganisation, the new share option scheme, the amendment to the bye-laws and the fresh general mandates to issue and repurchase new shares and give you the notice of the special general meeting at which the necessary resolutions will be proposed to consider and, if thought fit, approve the capital reorganisation, the termination of the existing share option scheme, the adoption of the new share option scheme, the amendment to the bye-laws and the grant of fresh general mandates to the directors to issue and repurchase new shares.

THE CAPITAL REORGANISATION

The board proposes to put to the shareholders a capital reorganisation proposal under which:

a. every 50 issued and unissued shares will be consolidated into 1 consolidated share;
b. the paid up capital and nominal value of all the issued consolidated shares will be reduced from HK$0.25 per issued consolidated share to HK$0.10 per new share by the cancellation of HK$0.15 paid up capital on each issued consolidated share;
c. the sum of HK$22,473,964 arising from the capital reduction on the basis of 7,491,321,498 shares in issue, which will then be consolidated into 149,826,430 new shares, will be credited to the contributed surplus account of Asia Orient, and such sum together with such other sums standing in the contributed surplus account from time to time may be used in future for such purposes which are in the best interests of Asia Orient, as the board may direct subject to the Companies Act and the bye-laws;
d. each of the 150,173,570 unissued consolidated shares will be subdivided into 2.5 new shares; and
e. the authorised share capital will be restored from HK$52,526,035.5 divided into 525,260,355 new shares to HK$75,000,000 divided into 750,000,000 new shares by the creation of 224,739,645 new unissued shares.

REASONS FOR THE CAPITAL REORGANISATION

The board noted that the shares have traded at prices in the region between HK$0.019 and HK$0.071 per share in the past twelve months. In view of the low trading price of the shares and the requirements under paragraph 30 of the listing agreement, the board has decided to put to its shareholders the capital reorganisation proposal.

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ASIA ORIENT HOLDINGS LIMITED

LETTER FROM THE BOARD

Based on the closing price of HK$0.023 per share in Asia Orient as quoted on the Stock Exchange on 30 September, 2002, being the date of the announcement, the monetary value per board lot of shares in Asia Orient before and after the share consolidation is HK$46 and HK$2,300, respectively.

EFFECTS OF THE CAPITAL REORGANISATION

As at the latest practicable date, the authorised share capital of Asia Orient was HK$75,000,000 divided into 15,000,000,000 shares of HK$0.005 each, of which HK$37,456,607 divided into 7,491,321,498 shares were issued and credited as fully paid. Immediately upon the capital reorganisation becoming effective and on the basis that 7,491,321,498 shares in Asia Orient will be in issue immediately prior to the capital reduction becoming effective, the authorised share capital of Asia Orient will be HK$75,000,000 divided into 750,000,000 new shares of HK$0.10 each, of which HK$14,982,643 divided into 149,826,430 new shares of HK$0.10 each will be in issue and credited as fully paid, and a credit of HK$22,473,964 arising from the capital reduction will be credited to the contributed surplus account of Asia Orient.

The capital reorganisation will not of itself alter the underlying assets, business operations, management or financial position of Asia Orient or the proportionate interests of the shareholders, save for the payment of the related expenses. The board of directors of Asia Orient believes that the capital reorganisation will not have any adverse effect on the financial position of the Asia Orient group.

The new shares in Asia Orient in issue upon the capital reorganisation becoming effective will rank pari passu in all respects with each other, including the rights attached thereto as set in the bye-laws.

The effects of the capital reorganisation on the issued share capital of Asia Orient are as follows:

					Immediately after
		As at		the	capital reorganisation
	the latest practicable date			becomes effective (Note)
		Par value	Number		Par value Number
	HK$	HK$	of shares	HK$	HK$ of new shares
Issued share capital, credited as
fully paid	37,456,607	0.005	7,491,321,498	14,982,643	0.10 149,826,430

Note: Based on 7,491,321,498 shares in issue immediately prior to the capital reorganisation becoming effective.

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ASIA ORIENT HOLDINGS LIMITED

LETTER FROM THE BOARD

CONDITIONS OF THE CAPITAL REORGANISATION

The capital reorganisation is conditional on the fulfillment of the following conditions:

a. the passing by the shareholders at a special general meeting of a special resolution approving the capital reduction and ordinary resolutions approving the share consolidation, the share subdivision and the restoration of the authorised share capital to the original level;
b. the passing of a resolution by the board confirming that on the effective date of the capital reduction, there are no reasonable grounds for believing that Asia Orient is, and after the capital reduction would be, unable to pay its debts as they fall due;
c. the publication of a notice in Bermuda in respect of the capital reduction in accordance with the Companies Act; and
d. the listing committee of the Stock Exchange granting the listing of, and permission to deal in, the new shares.

APPLICATION FOR LISTING

Asia Orient will apply to the listing committee of the Stock Exchange for (i) the listing of, and permission to deal in, the new shares; and (ii) the listing of, and permission to deal in, any new shares to be issued pursuant to the exercise of the new share options which may be granted under the new share option scheme set out on pages 11 to 13 of this circular.

Subject to the granting of the listing of, and permission to deal in, the new shares on the Stock Exchange, the new shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date for dealings in the new shares on the Stock Exchange 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.

BOARD LOT SIZE AND TRADING ARRANGEMENTS

The board lot size for trading of the shares in Asia Orient on the Stock Exchange will remain at 2,000 new shares upon the capital reorganisation becomes effective, which is expected to take place on or about 12 November, 2002.

The capital reorganisation will not result in any change in the relative rights of the shareholders of Asia Orient, except that any fraction of the new shares to which the shareholders would otherwise be entitled upon the capital reorganisation becoming effective will be aggregated and sold for the benefit of Asia Orient.

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ASIA ORIENT HOLDINGS LIMITED

LETTER FROM THE BOARD

In order to facilitate the trading of odd lots, Asia Orient will procure an agent to arrange for the sale and purchase of odd lots on behalf of shareholders of Asia Orient. Asia Orient will also make available arrangements to its shareholders for the free exchange of existing share certificates for new share certificates for the new shares upon the capital reorganisation becoming effective.

In order to facilitate the trading of odd lots, if any, Asia Orient has appointed First Securities (HK) Limited as an agent to arrange for the sale and purchase of odd lots on behalf of the shareholders and potential investors. During the period from Tuesday, 26 November, 2002 to Tuesday, 17 December, 2002 both dates inclusive, holders of the new shares who wish to take advantage of this facility either to dispose of their odd lots or to top them up to a full board lot may contact Mr. Sam Lum during the aforesaid period as follows:

Contact person	Address	Telephone number
Mr. Sam Lum	2401, 24th Floor, Tower I	(852) 2528 1723
	Admiralty Centre
	18 Harcourt Road
	Hong Kong

Holders of new shares in odd lots should note that the matching of odd lots is not guaranteed.

From 12 November, 2002, the original counter for trading in the shares in board lots of 2,000 shares will be temporarily closed. A temporary counter will be established for trading in the new shares in board lots of 40 new shares. Every 50 shares will be deemed to represent 1 new share. Existing share certificates for the shares may only be traded at this temporary counter.

With effect from 26 November, 2002, the original counter for trading in the shares will be reopened for trading in the new shares in board lots of 2,000 new shares in the form of new certificates.

From 26 November, 2002 to 17 December, 2002, both dates inclusive, there will be parallel trading at the above two counters.

The temporary counter for trading in the new shares in board lots of 40 new shares will be removed after the close of trading on 17 December, 2002. Thereafter, trading will be in new shares in board lots of 2,000 new shares only and the existing share certificates for the shares will cease to be marketable and will not be acceptable for dealing purpose. However, such share certificates will remain effective as documents of title.

EXPECTED TIMETABLE FOR EXCHANGE OF CERTIFICATES

The special general meeting is to be held on or about 11 November, 2002. It is expected that the effective date of the capital reorganisation will be 12 November, 2002, the business day immediately after the special general meeting.

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ASIA ORIENT HOLDINGS LIMITED

LETTER FROM THE BOARD

Subject to the passing of the resolutions approving the capital reorganisation, shareholders may, on or after Tuesday, 12 November, 2002 until Tuesday, 24 December, 2002, submit share certificates for the shares to the Hong Kong branch share registrar of Asia Orient, Computershare Hong Kong Investor Services Limited at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for exchange, at the expense of Asia Orient, for share certificates for the new shares. Thereafter, share certificates for the shares will be accepted for exchange for share certificates for the new shares only on payment of a fee of HK$2.50, or such higher amount as may be stipulated in the listing rules from time to time, for each new share certificate to be issued or each old share certificate submitted, whichever number of share certificates is higher.

In order to distinguish between the existing and the new share certificates, share certificates for the new shares will be blue in colour, which is different from the share certificates for the shares, which are green in colour.

It is expected that new share certificates for the new shares will be available for collection on or after the tenth business day from the date of submission of the existing share certificates for the shares to the Hong Kong branch share registrar of Asia Orient at the above address. Unless otherwise instructed, new share certificates for the new shares will be issued in the board lot size of 2,000 new shares.

PROPOSED TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF A NEW SHARE OPTION SCHEME

In compliance with the new requirements relating to share option schemes under the listing rules, the board proposes to adopt a new share option scheme to replace the existing share option scheme. The new scheme is subject to the approval of shareholders at the special general meeting, and the listing committee of the Stock Exchange approving the listing of, and permission to deal in, the new shares upon exercise of the new share options to be granted under the new share option scheme.

As at the latest practicable date, there were a total of 262,500,000 outstanding share options, all of which will continue to be valid and exercisable after the termination of the existing share option scheme. Subject to the capital reorganisation taking effect, such adjustments as shall be confirmed by the auditors of Asia Orient to be fair and reasonable, will be made to the number of new shares comprised in each of the outstanding options and, or the exercise price of each outstanding option in accordance with the terms of the existing share option scheme.

Under the existing share option scheme, Asia Orient may grant options to subscribe up to 10% of the issued shares to the employees and executive directors of Asia Orient group. As at the latest practicable date, the board had granted options pursuant to the existing share option scheme to participants to subscribe for a total of 375,000,000 shares. Out of the aforesaid options granted, 200,000,000 options have been exercised and the remaining 175,000,000 options have been effectively adjusted to 262,500,000 as a result of a bonus issue made by Asia Orient on 27 September, 2000. The total number of new shares in respect of which share options may be granted under the new share option scheme and any other schemes shall not exceed 10% of the total issued share capital of Asia Orient as at the date of approval of the new share option scheme, unless Asia Orient obtains approval from its shareholders to refresh the 10% limit and on the basis that the maximum number of new shares

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ASIA ORIENT HOLDINGS LIMITED

LETTER FROM THE BOARD

in respect of which new share options may be granted and yet to be exercised under the new share option scheme and any other schemes shall not exceed 30% of the issued share capital of Asia Orient from time to time. Assuming that, save for the capital reorganisation, there is no change in the share capital from the latest practicable date to the date the new share option scheme is adopted, the maximum number of new shares in Asia Orient that may be issued under the new share option scheme will be 14,982,642 new shares.

Asia Orient will comply with the relevant requirements under Chapter 17 of the listing rules with respect to the operation of the new share option scheme. Asia Orient will publish an announcement on the results of the special general meeting on the business day following the special general meeting with respect to whether or not the resolution for the adoption of the new share option scheme has been passed by the shareholders.

Upon the adoption of the new share option share and subject to shareholders’ approval, the existing share option scheme will be terminated.

The new share option scheme does not specify a minimum period for which an option must be held nor a performance target which must be achieved before an option can be exercised. However, the rules of the new share option scheme provide that the directors may determine, at its sole discretion, such terms on the grant of an option. This determination may vary on a case by case basis but no such terms shall be imposed the result of which will be to the advantage of the participants. The basis for determination of the subscription price is also specified precisely in the rules of the new share option scheme. The directors consider that the aforesaid criteria and rules will serve to preserve the value of Asia Orient and encourage the participants to acquire proprietary interests in Asia Orient.

A summary of the principal terms of the new share option scheme is set out in appendix II to this circular. A copy of the rules of the new share option scheme is available for inspection at the principal place of business of Asia Orient at 30th Floor, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong during normal business hours from the date of this circular up to and including 11 November, 2002.

None of the directors are appointed as trustees of the new share option scheme or have a direct or indirect interest in the trustees of the new share option scheme.

REASONS FOR ADOPTION OF THE NEW SHARE OPTION SCHEME

The existing share option scheme was adopted by Asia Orient on 28 August, 1996. Due to the amendments in Chapter 17 (Share Option Schemes) of the listing rules by the Stock Exchange which has come into effect since 1 September, 2001, Asia Orient must either alter the terms of the existing share option scheme, or adopt a new share option scheme before further options may be granted. The board considers that it is appropriate to adopt the new share option scheme in replacement of the existing share option scheme so that the provisions of the new share option scheme and the new share options granted thereunder will be in line with the requirements of the new rules of Chapter 17 of the listing rules.

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ASIA ORIENT HOLDINGS LIMITED

LETTER FROM THE BOARD

The board considers that in order to attract, retain and motivate employees, including directors, to strive for the future development of the Asia Orient group, it is important that the Asia Orient group should continue to provide them with an additional incentive and encouragement by offering them an opportunity to obtain an ownership interest in Asia Orient and to enjoy the results of Asia Orient attained through their efforts and contributions.

The board further considers that in order to enable the Asia Orient group to motivate eligible persons, other than employees or directors who are entitled under the existing share option scheme, to optimise their performance and efficiency for the benefit of the Asia Orient group and to attract and retain or otherwise maintain on-going business relationship with such eligible persons whose contributions are or will be beneficial to the long term growth of Asia Orient group, it is important that Asia Orient group should be permitted to provide them, where appropriate, with an additional incentive by also offering them an opportunity to obtain an ownership interest in Asia Orient and to reward them for contributing to the success of the business of the Asia Orient group. By offering the new share options to these eligible persons upon such terms as may be permitted under the new share option scheme, such eligible persons may exercise their new share options at any time within the option period, where applicable, subject to any terms of the grant of such new share options, to acquire a monetary gain or ownership interest in Asia Orient which may in turn provide a further incentive to them for advancing their performance.

In view of the above, the board considers that the adoption of the new share option scheme is in the best interests of Asia Orient and the shareholders as a whole. The board therefore proposes to recommend to the shareholders at the special general meeting to terminate the existing share option scheme and approve the adoption of the new share option scheme.

VALUATION OF NEW SHARE OPTIONS

The board considers that it is inappropriate to state the value of all new share options that can be granted pursuant to the new share option scheme as if they had been granted on the latest practicable date prior to the approval of such scheme, given that the variables which are critical for the calculation of the value of such options cannot be determined. The variables which are critical for the determination of the value of such options include the subscription price, whether or not the new share options will be granted under the new share option scheme, the timing of the grant of such options, the period during which the subscription rights may be exercised and any other condition that the board may impose on the new share options and whether or not such options if granted will be exercised by the grantees. With a scheme life of 10 years it is too premature to state whether or not new share options will be granted under the new share option scheme and, if so, the number of new share options that may be granted. It is also difficult to ascertain with accuracy the subscription price given the volatility the price of the new shares may be subject to during the 10-year life span of the new share option scheme. On these premises, the board is of the view that the value of the new share options depends on a number of variables which are either difficult to ascertain or can only be ascertained subject to a number of theoretical bases and speculative assumptions. Accordingly, the board believes that any calculation of the value of the new share options will not be meaningful and may be misleading to shareholders in the circumstances.

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ASIA ORIENT HOLDINGS LIMITED

LETTER FROM THE BOARD

PROPOSED AMENDMENT TO THE BYE-LAWS

With a view to maintaining some continuity in the management of Asia Orient and ensuring ongoing familiarity with its operations, the board proposes to amend the existing bye-laws so that one-third of the directors, instead of all of the directors as provided in the existing bye-laws, will need to retire from office by rotation. The proposed amendment to the bye-laws, which will continue to comply with the listing rules, will be subject to the passing of a special resolution by the shareholders at a special general meeting.

GENERAL MANDATES TO ISSUE AND REPURCHASE NEW SHARES

As a result of the capital reduction, the general mandates granted to the directors to issue and repurchase shares at the last annual general meeting of Asia Orient held on 28 August, 2002 will no longer be applicable and the board proposes to seek shareholders’ approval at the special general meeting to grant fresh mandates to the directors to issue and repurchase new shares.

Under the general mandate to issue new shares, the directors will be given a mandate to allot, issue and deal with new shares and other securities of Asia Orient of not exceeding 20% of the issued share capital of Asia Orient at the date of passing of the ordinary resolution to approve such mandate.

Under the general mandate to repurchase new shares, the aggregate amount of new shares or securities that Asia Orient may repurchase shall not exceed 10% of the nominal amount of the share capital of Asia Orient at the date of passing of the ordinary resolution to approve such mandate.

The above mandates will expire on the earliest of: (i) the conclusion of the next annual general meeting of Asia Orient; (ii) the expiration of the period until the next annual general meeting of Asia Orient is required by the bye-laws or any applicable laws to be held; or (iii) the revocation or variation of the authority given under the resolutions proposed to be passed by way of an ordinary resolution of the shareholders in a general meeting of Asia Orient.

Under the listing rules, Asia Orient is required to give to the shareholders an explanatory statement containing all the information which is reasonably necessary to enable shareholders to make an informed decision as to whether to vote for or against the resolution for the approval of the general mandate to repurchase new shares. The explanatory statement required by the listing rules to be included in this circular is set out in appendix I.

ADJUSTMENT TO THE CONVERSION PRICE OF THE CONVERTIBLE NOTES ISSUED BY ASIA ORIENT

Subject to the capital reorganisation taking effect, the conversion price of the convertible notes will be adjusted in accordance with the terms and conditions of the convertible notes in such a manner as shall be confirmed by the auditors of Asia Orient to be fair and reasonable.

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ASIA ORIENT HOLDINGS LIMITED

LETTER FROM THE BOARD

GENERAL

The English text of this circular shall prevail over the Chinese text.

SPECIAL GENERAL MEETING

Set out on pages 28 to 33 is a notice convening the special general meeting to be held at 10:00 a.m. on Monday, 11 November, 2002 at Empire Hotel, Basement 2, 33 Hennessy Road, Wanchai, Hong Kong at which resolutions will be proposed to the shareholders to approve the capital reorganisation, the termination of the existing share option scheme, the adoption of the new share option scheme, amendment to the bye-laws and the general mandates to issue and repurchase new shares.

A form of proxy for use at the special general meeting is enclosed. Whether or not you are able to attend the special general meeting in person, you are requested to complete and return the form of proxy to the principal place of business of Asia Orient in Hong Kong at 30th Floor, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible and in any event not later than forty-eight hours before the time appointed for the holding of the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the special general meeting or any adjourned meeting should you so wish.

RECOMMENDATION

The board believes that the capital reorganisation, the termination of the existing share option scheme, the adoption of the new share option scheme, amendment to bye-laws and the general mandates to issue and repurchase new shares are in the best interests of Asia Orient and the shareholders as a whole. Accordingly, the board recommends the shareholders to vote in favour of all the resolutions set out in the notice of the special general meeting.

Yours faithfully, Fung Siu To, Clement Chairman

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ASIA ORIENT HOLDINGS LIMITED

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement as required by the Listing Rules to provide the requisite information to you for your consideration of the proposal to permit the granting of the general mandate given to the directors to repurchase new shares.

SHARE CAPITAL

As at the latest practicable date, the issued share capital of Asia Orient was HK$37,456,607 comprising 7,491,321,498 shares. Immediately following the capital reorganisation, the issued share capital of Asia Orient will be HK$14,982,643 comprising 149,826,430 new shares.

Subject to the passing of the relevant ordinary resolutions to approve the capital reorganisation and the general mandate to repurchase new shares and assuming that no further new shares are issued and that no further new shares are purchased by Asia Orient on or before the date of the special general meeting, the directors will be authorised to purchase up to 14,982,643 new shares pursuant to the repurchase mandate until the earliest of the following:

(a) the conclusion of the next annual general meeting of Asia Orient;
(b) the expiration of the period within which the next annual general meeting of Asia Orient is required by its bye-laws or any applicable law to be held; and
(c) the revocation or variation of the authority given by an ordinary resolution of the shareholders of Asia Orient in general meeting.

REASONS FOR REPURCHASES

The directors believe that it is in the best interests of Asia Orient and its shareholders to have a general authority from the shareholders to enable the directors to purchase new shares in the market. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of Asia Orient and its assets or its earnings per new share or both and will only be made when the directors believe that such purchases will benefit Asia Orient and the shareholders as a whole.

FUNDING OF REPURCHASES

Any repurchase of new shares must be funded entirely from Asia Orient’s available cash flow or working capital facilities which should be funds legally available for such purpose in accordance with its bye-laws and the Company Act.

The directors do not propose to exercise the repurchase mandate to such extent as could, in the circumstances, have a material adverse effect on the working capital or the gearing level of Asia Orient which in the opinion of the directors is from time to time appropriate for Asia Orient.

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ASIA ORIENT HOLDINGS LIMITED

EXPLANATORY STATEMENT

APPENDIX I

DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates currently intends to sell new shares to Asia Orient under the general mandate to repurchase new shares in the event that it is granted by the shareholders at the special general meeting.

No connected person, as defined in the listing rules, has notified Asia Orient that he has a present intention to sell any new shares to Asia Orient, or that he has undertaken not to sell any new shares held by him to Asia Orient, in the event that the general mandate to repurchase new shares is granted by the shareholders at the special general meeting.

Asia Orient has not repurchased any of its shares, whether on the Stock Exchange or otherwise, in the six months preceding the date of this circular.

DIRECTORS’ UNDERTAKING

The directors have undertaken to the Stock Exchange that they will exercise the repurchase mandate in accordance with the listing rules and the applicable laws of Bermuda so far as the same may be applicable.

EFFECT OF THE CODE

If, on the exercise of the power to repurchase new shares pursuant to the repurchase mandate, a shareholder’s proportionate interest in the voting rights of Asia Orient increases, such increase will be treated as an acquisition for the purpose of rule 32 of the Code. As a result, a shareholder or a group of shareholders acting in concert, as defined in the Code, depending on the level of such increase, could obtain or consolidate control of Asia Orient and may become obliged to make a mandatory offer in accordance with rule 26 of the Code.

As at the latest practicable date, Mr. Poon Jing, a substantial shareholder of Asia Orient, and his associates and companies controlled by him, are interested in 3,553,740,736 shares, representing approximately 47.4% of the issued capital of Asia Orient.

In the event that the directors shall exercise in full the power to repurchase new shares of Asia Orient in accordance with the repurchase mandate and if there is no other change in the issued share capital of Asia Orient, the shareholding interests of Mr. Poon Jing, his associates and companies controlled by him will be increased to approximately 52.7%. Mr. Poon Jing will be required to make a general offer for the securities in Asia Orient if as a result of the repurchase, his interest in Asia Orient is increased by more than 2% over a 12 month period. The directors do not intend to repurchase new shares to an extent which would result in the substantial shareholders or any shareholder or group of shareholders being obliged to make a mandatory offer for the securities in Asia Orient under rule 26 of the Code.

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ASIA ORIENT HOLDINGS LIMITED

EXPLANATORY STATEMENT

APPENDIX I

SHARE PRICES

The highest and lowest prices at which the shares have traded on the Stock Exchange in each of the twelve months preceding the latest practicable date are as follows:


	Highest	Lowest
	HK$	HK$
2001
October	0.060	0.050
November	0.063	0.051
December	0.071	0.055
2002
January	0.068	0.055
February	0.055	0.048
March	0.053	0.047
April	0.051	0.045
May	0.059	0.051
June	0.052	0.038
July	0.040	0.032
August	0.033	0.027
September	0.029	0.023
October (up to the latest practicable date)	0.023	0.019

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ASIA ORIENT HOLDINGS LIMITED

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

SUMMARY OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the new share option scheme.

1. PURPOSE OF THE NEW SHARE OPTION SCHEME

(a) The new share option eligible participants (as defined in paragraph 2) have made or may make to the Asia Orient group.
(b) The new share option scheme will provide the eligible participants with an opportunity to have a personal stake in Asia Orient with a view to achieving the following objectives:
(i) motivating the eligible participants to utilise their performance and efficiency for the benefit of the Asia Orient group; and
(ii) attracting and retaining or otherwise maintaining an on-going relationship with the eligible participants whose contributions are or will be beneficial to the long term growth of the Asia orient group.

2. WHO MAY JOIN

(a) The board may at its discretion grant options to the following persons or companies (the “eligible participants”):
(i) any director (whether executive or independent non-executive director), employee (whether full time or part time employee), consultant, customer, supplier, agent, partner or advisers of or contractor to the Asia Orient group or any entity in which any member of the Asia Orient group holds any interest (the “invested entity”);
(ii) any discretionary trust whose discretionary objects include any director (whether executive or independent non-executive director), employee (whether full time or part time employee), consultant, customer, supplier, agent, partner or adviser of or contractor to the Asia Orient group or any invested entity; and
(iii) a company beneficially owned by any director (whether executive or independent non-executive director), employee (whether full time or part time employee), consultant, customer, supplier, agent, partner or adviser of or contractor to the Asia Orient group or any invested entity.
(b) Any person or company whom or which the board has resolved is qualified to be an eligible participant must remain eligible during the period when any option granted to him or it remains outstanding.

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ASIA ORIENT HOLDINGS LIMITED

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

(c) In the event that the board has resolved that a grantee fails or otherwise is unable to meet the continuing eligibility criteria if any of such criteria is approved by the shareholders at a general meeting under the new share option scheme, Asia Orient is entitled to cancel any outstanding option or part thereof granted to such grantee to the extent not already exercised.
(d) The alteration of the above-mentioned eligibility criteria relating to the eligible participants must be approved by the shareholders at a general meeting.

3. MAXIMUM NUMBER OF NEW SHARES AVAILABLE FOR SUBSCRIPTION UNDER THE NEW SHARE OPTION SCHEME

(a) 30 per cent. limit

The overall limit on the number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the new share option scheme and any other share option schemes of Asia Orient must not exceed 30 per cent. of the new shares in issue from time to time (the “scheme limit”).

(b) 10 per cent. limit

In addition to the scheme limit, and subject to the following paragraph, the total number of shares which may be issued upon exercise of all options to be granted under the new share option scheme and any other share option schemes of Asia Orient must not in aggregate exceed 10 per cent. of the new shares in issue as at the date of approval of the new share option scheme (excluding any options which have lapsed) (the “scheme mandate limit”).

Asia Orient may, from time to time, refresh the scheme mandate limit by obtaining the approval of the shareholders in general meeting. Once refreshed, the total number of securities which may be issued upon exercise of all options to be granted under the new share option scheme and all other share option schemes of Asia Orient under the limit, as refreshed, must not exceed 10 per cent. of the new shares in issue as at the date of approval of the refreshed limit. options previously granted under the new share option scheme and/or any other share option schemes, including any options which are outstanding, cancelled, lapsed or exercised, will not be counted for the purpose of calculating the renewed 10 per cent. limit.

Asia Orient may seek separate approval of the shareholders in general meeting for granting options beyond the scheme mandate limit provided the options in excess of such limit are granted only to participants specifically identified. A circular containing a generic description of the specified participants who may be granted such options, the number and terms of the options to be granted, the purpose of granting options to the specified participants with an explanation as to how the terms of the options serve such purpose and other information required under the listing rules must be sent to the shareholders.

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ASIA ORIENT HOLDINGS LIMITED

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

4. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

Unless approved by the shareholders, the total number of securities issued and to be issued upon exercise of the options granted to each participant (including both exercised and outstanding options) in any 12 month period must not exceed 1 per cent. of the new shares in issue. Where any further grant of options to a participant would result in the new shares issued and to be issued upon exercise of all options granted and to be granted to such person (including exercised, cancelled and outstanding options) in the 12 month period up to and including the date of such further grant representing in aggregate over 1 per cent. of the relevant class of securities in issue, such further grant must be separately approved by the shareholders in general meeting with such participant and his associates (as defined in the listing rules (the “associates”) abstaining from voting.

5. PERFORMANCE TARGET

Unless otherwise determined by the directors at their sole discretion, there is no performance target which must be satisfied or achieved before the options can be exercised.

6. MINIMUM PERIOD FOR WHICH AN OPTION MUST BE HELD

Unless otherwise determined by the directors at their sole discretion, there is no requirement of a minimum period for which an option must be held before such an option can be exercised under the terms of the new share option scheme.

7. PRICE OF SHARES

The exercise price must be at least the higher of: (a) the closing price of a new share as stated in the daily quotations sheet of the Stock Exchange on the date of grant which must be a business day, and (b) the average of the closing prices of the new shares as shown on the daily quotations sheets of the Stock Exchange for the five business days immediately preceding the date of grant; and (c) the nominal value of a new share.

8. AMOUNT PAYABLE UPON ACCEPTANCE OF OPTION

HK$1.00 is payable by each eligible participant to Asia Orient on acceptance of an offer of an option, which shall be paid within 21 days from the date of the offer.

9. TERM OF THE NEW SHARE OPTION SCHEME

The new share option scheme shall commence on the date it becomes unconditional and shall continue in force until the tenth anniversary of such date.

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ASIA ORIENT HOLDINGS LIMITED

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

10. RIGHTS PERSONAL TO THE OPTION HOLDER

An option shall be personal to the option holder and shall not be assignable and no option holder shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over in relation to any option.

11. TIME OF EXERCISE OF OPTION

An option shall be exercisable at any time during such period(s) to be notified by the board to each grantee, provided that no option shall be exercisable later than ten years after its date of grant.

12. GRANT OF OPTION TO CONNECTED PERSON

(a) Any grant of options to a connected person (as defined in the listing rules) (the “connected person”) of Asia Orient or its associates must be approved by the independent nonexecutive directors (excluding any independent non-executive director who is a grantee).
(b) Where options are proposed to be granted to a substantial shareholder (as defined in the listing rules) (the “substantial shareholder”) of Asia Orient or an independent nonexecutive director or any of their respective associates, and where the total number of new shares issued and to be issued upon exercise of all options granted or to be granted to such person under the new share option scheme (including options exercised, cancelled and outstanding) in the 12-month period up to and including the date of such grant to such person:
(i) represents in aggregate over 0.1% of the new shares in issue, and
(ii) at the date of such grant has an aggregate value in excess of HK$5,000,000, based on the closing price of the new shares at the date of each grant,

then the proposed grant must be subject to the approval by the shareholders at a general meeting taken on a poll. All the connected persons of Asia Orient must abstain from voting in such special general meeting (except where any connected person intends to vote against the proposed grant and that his intention to do so has been stated in the circular mentioned in this paragraph below). Asia Orient shall issue a circular to the shareholders explaining the proposed grant, disclosing the number and terms (including the subscription price) of the options to be granted to each grantee and containing a recommendation from the independent non-executive directors (excluding any independent non-executive director who is a grantee) on whether or not to vote in favour of the proposed grant and including all the information required under the listing rules.

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ASIA ORIENT HOLDINGS LIMITED

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

13. RIGHTS ON CEASING TO BE AN ELIGIBLE PARTICIPANT

(a) In the event of the grantee (being an individual) ceasing to be an eligible participant by reason of his death before exercising his option in full and where the termination of employment or engagement is not made as a result of the grantee being guilty of persistent or serious misconduct, unable to pay his debts, having committed an act of bankruptcy or having been convicted of a criminal offence, his personal representative(s) may exercise such option (to the extent not already exercised) in whole or in part within a period of 6 months (or such other period as the board may determine) from the date of his death and any option not so exercised shall lapse and determine at the expiry of such period.
(b) In the event of the employing company of a grantee who is a director (whether executive or independent non-executive director) or an employee (whether full time or part time employee) ceasing to be a member of the Asia Orient group or an invested entity or in the event of the termination of employment of the grantee by reason of resignation whether on notice in accordance with the provisions of his contract of employment or with pay in lieu of such notice, then the grantee may exercise any of his option in whole or in part at any time within a period of 3 months (or such other period as the board may determine) commencing on the date of the cessation and any option not so exercised shall lapse and determine at the end of such period.
(c) In the event of the grantee who is a director (whether executive or independent non-executive director) or an employee (whether full time or part time employee) of the Asia Orient group or an invested entity ceasing to be such a director or employee of the Asia Orient group (and therefore ceasing to be an eligible participant) as a result of the grantee being in guilty of persistent or serious misconduct, unable to pay his debts, having committed an act of bankruptcy or having been convicted of a criminal offence, before exercising his option in full, such option (to the extent not already exercised) shall lapse on the date of cessation and not be exercisable. The board may within one month from the date of such cessation otherwise determine that such option shall become exercisable within such period as the Board may determine following the date of such cessation.
(d) In the event of the grantee ceasing to be an eligible participant for any reason other than as described in sub-paragraphs (a) to (c) of this paragraph 13, then all his options shall lapse and determine on the date he so ceases (to the extent not already exercised).

14. EFFECT ON TAKEOVER

If, in consequence of any general offer made to all the shareholders (or all such shareholders other than the offeror, any person controlled by the offeror and any person acting in association or concert with the offeror) (including an offer made in the first instance on a condition such that, if it is satisfied, the offeror will have control of Asia Orient) or otherwise, and such offer becomes or is declared unconditional, then the directors shall as soon as practicable thereafter notify every grantee accordingly and each grantee shall be entitled at any time within the period of 21 days of the notice given by the offeror to exercise all of his outstanding options, and such options shall, to the extent not having been exercised, lapse and determine upon the expiry of such period.

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ASIA ORIENT HOLDINGS LIMITED

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

15. EFFECT ON WINDING UP

In the event a notice is given by Asia Orient to the shareholders to convene a general meeting for the purpose of considering and, if thought fit, approving a resolution for the voluntary winding up of Asia Orient , Asia Orient shall forthwith give notice thereof to every grantee and the grantee shall be entitled by notice in writing to Asia Orient (such notice to be received by Asia Orient not later than four business days prior to the proposed general meeting) exercise his option (to the extent not already exercised) either to its full extent or to the extent specified in such notice and Asia Orient shall as soon as possible and in any event not later than the day immediately prior to the date of the proposed general meeting, allot and issue such number of new shares to the grantee which falls to be issued on such exercise and all options shall, to the extent not having been exercised, lapse and determine.

16. EFFECT ON RECONSTRUCTION

If a compromise or arrangement between Asia Orient and the shareholders or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of Asia Orient or its amalgamation with any other company or companies, Asia Orient shall give notice thereof to every grantee on the same day as it despatches to each shareholder or creditor of Asia Orient a notice summoning the meeting to consider such a compromise or arrangement, and thereupon each grantee shall be entitled by notice in writing to Asia Orient accompanied by the remittance for the subscription price in respect of his option (such notice to be received by Asia Orient not later than two business days prior to the proposed meeting) to exercise his option (to the extent not already exercised) to its full extent. With effect from the date of such meeting, the rights of all grantees to exercise their respective options shall forthwith be suspended. Upon such compromise or arrangement becoming effective, all options shall, to the extent not having been exercised, thereupon lapse and determine. The directors shall endeavour to procure that the shares issued as a result of the exercise of options under this paragraph shall for the purposes of such compromise or arrangement form part of the issued share capital of Asia Orient on the effective date thereof and that such shares shall in all respects be subject to such compromise or arrangement. If for any reason such compromise or arrangement is not approved by the relevant court having jurisdiction (the “court”) (whether upon the terms presented to the court or upon any other terms as may be approved by such court), the rights of the grantees to exercise their respective options shall with effect from the date of the making of the order by the court be restored in full and shall thereupon become exercisable (but subject to the other terms of the scheme) as if such compromise or arrangement had not been proposed by Asia Orient and no claim shall lie against Asia Orient or any of its officers for any loss or damage sustained by any grantee as a result of the aforesaid suspension.

17. RANKING OF NEW SHARES

Shares to be allotted upon the exercise of an option will be subject to all the provisions of the bye-laws of Asia Orient for the time being in force and will rank pari passu in all respects with the existing fully paid shares in issue on the date on which the option is duly exercised or, if that date falls on a day when the register of members of Asia Orient is closed, the first day of the re-opening of the register of members (the “exercise date”) and accordingly will entitle the holders thereof to participate in all dividends or other distributions (including distributions made upon the liquidation of Asia

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ASIA ORIENT HOLDINGS LIMITED

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

Orient) paid or made on or after the exercise date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the exercise date. A new share allotted and issued upon the exercise of an option shall not carry voting rights until the name of the grantee has been duly entered onto the register of members of Asia Orient as the holder thereof.

18. EFFECT OF ALTERATION TO CAPITAL

(a) In the event of any alteration in the capital structure of Asia Orient whilst any option remains exercisable or the new share option scheme remains in effect, and such event arises from a capitalisation issue, rights issue, consolidation or sub-division of shares or reduction of share capital of Asia Orient, then, in any such case (other than in the case of capitalisation issue), the board shall instruct the auditors of Asia Orient (the “auditors”) or an independent financial adviser to certify in writing:
(i) the adjustment, if any, that ought in their opinion fairly and reasonably to be made either generally or as regards any particular grantee, to:
- (1) the number or nominal amount of shares to which the new share option scheme or any option(s) relates (insofar as it is/they are unexercised); and/or
- (2) the subscription price; and/or
- (3) the maximum number of new shares,

and an adjustment as so certified by the auditors or the independent financial adviser shall be made, provided that:

any such adjustment shall be made on the basis that the proportion of the issued share capital of Asia Orient for which any grantee would have been entitled had he exercised all the options held by him immediately prior to such adjustment shall equal to the proportion of the issued share capital of Asia Orient for which he would have been entitled had he exercised all the options held by him immediately after such adjustment;
any such adjustment shall be made on the basis that the aggregate subscription price payable by a grantee on the full exercise of any option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event;
no such adjustment shall be made the effect of which would be to enable a new share to be issued at less than its nominal value; and
the issue of new shares as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustment; and

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ASIA ORIENT HOLDINGS LIMITED

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

(ii) the adjustment (other than an adjustment made in the event of a capitalisation issue) so made satisfy the requirements set out in the above paragraphs.
(b) In giving any certificate under this paragraph 18, the auditors and the independent financial adviser shall be deemed to be acting as experts and not as arbitrators and their certificate shall, in the absence of manifest error, be final, conclusive and binding on Asia Orient and all persons who may be affected thereby.

19. CANCELLATION OF OPTION

Any option granted but not exercised may not be cancelled except with the prior sanction of the board or by an ordinary resolution of the shareholders. Cancelled options may be re-issued after such cancellation has been approved, provided that re-issued options shall only be granted in compliance with the terms of the new share option scheme. For the avoidance of doubt, new options may be issued to the same option holder in place of its cancelled options only if there are available unissued options (excluding the cancelled option) within the scheme mandate limit.

20. TIME OF GRANT OF OPTIONS

A grant of option may not be made after a price sensitive matter has been the subject of a decision until such price sensitive information has been published in the newspapers. In particular, no option may be granted during the period commencing one month immediately preceding the earlier of:

(a) the date of the board meeting for the approval of Asia Orient’s interim or annual results; and
(b) the deadline for Asia Orient to publish its interim or annual results announcement under its listing agreement with the Stock Exchange and ending on the date of the results announcement.

21. TERMINATION AND ALTERATION OF SCHEME

(a) Asia Orient by an ordinary resolution in a general meeting or of the board may at any time terminate the operation of the new share option scheme and in such event no further options will be offered but in all other respects the provisions of the new share option scheme shall remain in force to the extent necessary to give effect to the exercise of any options granted prior thereto or otherwise as may be required in accordance with the provisions of the new share option scheme and any options granted prior to such termination shall continue to be valid and exercisable in accordance with the new share option scheme.
(b) The new share option scheme may be altered in any respect by a resolution of the board save that the matters set out in rule 17.03 of the listing rules cannot be altered to the advantage of the eligible participants without the prior approval of the shareholders in general meeting with the eligible participants and their associates abstaining from voting.

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ASIA ORIENT HOLDINGS LIMITED

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

(c) Any alteration to the terms and conditions of the new share option scheme which are of a material nature or any change to the terms of options granted must be approved by the shareholders, except where the alterations take effect automatically.
(d) The board shall be entitled to amend the terms of the new share option scheme so as to comply with any future changes in the listing rules applicable to the new share option scheme, provided that such amendments by the board are allowed by the listing rules from time to time applicable.
(e) Any change to the authority of the board in relation to any alteration to the terms of the new share option scheme must be approved by the shareholders in a general meeting.

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ASIA ORIENT HOLDINGS LIMITED

NOTICE OF THE SPECIAL GENERAL MEETING

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ASIA ORIENT HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

Notice is hereby given that a special general meeting of Asia Orient Holdings Limited (“Asia Orient”) will be held at Empire Hotel, Basement 2, 33 Hennessy Road, Wanchai, Hong Kong on 11 November, 2002 at 10:00 a.m. for the purposes of considering and, if thought fit passing, the following resolutions which will be proposed as ordinary resolutions and a special resolution:—

ORDINARY RESOLUTIONS

(a) “ THAT , conditional upon (i) the passing of resolutions numbered 1(b), 1(c) and 6 set out in the notice convening this meeting of which this resolution forms part; and (ii) the listing committee of the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting approving for the listing of and permission to deal in the new shares (as defined in resolution numbered 1(b) set out in the notice convening this meeting of which this resolution forms part), 50 shares of HK$0.005 each in the issued and unissued share capital of Asia Orient be and they are hereby consolidated (the “share consolidation”) into one share of HK$0.25 (the “consolidated share”) with effect from the date following the passing of this resolution.”
(b) “ THAT , conditional upon (i) the passing of resolutions numbered 1(a), 1(c) and 6 set out in the notice convening this meeting of which this resolution forms part; and (ii) the Stock Exchange granting approving for the listing of and permission to deal in the new shares (as defined in this resolution), each of the consolidated share of HK$0.25 each in the authorised but unissued share capital of Asia Orient after the share consolidation be and it is hereby subdivided (the “share subdivision”) into 2.5 shares of HK$0.1 each (the “new share”) with effect from and immediately after the capital reduction (as defined in resolution numbered 6 set out in the notice convening this meeting of which this resolution forms part).”
(c) “ THAT , conditional upon (i) the passing of resolutions numbered 1(a), 1(b) and 6 set out in the notice convening this meeting of which this resolution forms part; and (ii) the Stock Exchange granting approving for the listing of and permission to deal in the new shares, the authorised capital of Asia Orient be and it is hereby restored from HK52,526,035.5 divided into 525,260,355 new shares to HK$75,000,000 divided into 750,000,000 new shares by the creation of 224,739,645 new unissued shares.”
“ THAT , the operation of the existing share option scheme of Asia Orient adopted on 28 August, 1996 be hereby terminated with effect from the adoption of the new share option scheme, such that no further options may thereafter be offered under the existing share option scheme of Asia Orient but in all other respects the provisions of the existing share option scheme of Asia Orient shall remain in full force and effect.”

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ASIA ORIENT HOLDINGS LIMITED

NOTICE OF THE SPECIAL GENERAL MEETING

“ THAT conditional upon (i) the passing of ordinary resolution numbered 2 set out in the notice convening this meeting of which this resolution forms part; and (ii) the Stock Exchange granting the approval for the listing of and permission to deal in the new shares which may be issued upon the exercise of share options to be granted under the new share option scheme referred to in the circular despatched to the shareholders of Asia Orient on the same day as this notice, the terms of which are set out in the printed document marked “A” now produced to the meeting and for the purpose of identification signed by the chairman hereof (the “scheme”) and subject to such amendments to the scheme as the Stock Exchange may request, the scheme be approved and adopted to be the new share option scheme of Asia Orient and that the board of directors of Asia Orient be and is hereby authorised to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient in order to give full effect to the scheme, notwithstanding that they or any of them may be interested in the same.”
“ THAT bye law 99 of the bye-laws of Asia Orient be deleted and replaced by the following:
“99 (i) Notwithstanding any other provisions in the bye-laws, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation, provided that notwithstanding anything herein, the Chairman of the Board and/or the Managing Director of Asia Orient shall not, whilst holding such office, be subject to retirement by rotation or be taken into account in determining the number of Directors to retire in each year.
- (ii) A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.
- (iii) No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless not less than seven (7) days before the date appointed for the meeting there shall have been lodged at the office or at the head office a notice signed by a shareholder (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a notice signed by the person to be proposed of his willingness to be elected.””

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ASIA ORIENT HOLDINGS LIMITED

NOTICE OF THE SPECIAL GENERAL MEETING

A. “ THAT
(a) subject to paragraph 5A(c), the directors be and they are generally and unconditionally authorized to exercise during the relevant period (as defined in paragraph 5A(d) all the powers of Asia Orient to allot, issue or otherwise deal with new shares of HK$0.1 each in the capital of Asia Orient and securities convertible into new shares or warrants or similar rights to subscribe for new shares and to make or grant offers, agreements and options which might require the exercise of such powers;
(b) the approval in paragraph 5A(a) shall authorise 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 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 paragraphs 5A(a) and 5A(b), otherwise than pursuant to:
- (i) a rights issue (as defined in paragraph 5A(d));
- (ii) the exercise of rights of subscription or conversion attaching to any warrants issued by Asia Orient or any securities which are convertible into new shares;
- (iii) the exercise of subscription or conversion right under the terms of any warrants of Asia Orient or any option granted under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of Asia Orient and/or any of its subsidiaries of options to subscribe for or rights to acquire new shares; and
- (iv) any scrip dividend or similar arrangement providing for the allotment of new shares in lieu of the whole or part of a dividend on new shares in accordance with the bye-laws of Asia Orient;

shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of Asia Orient in issue at the date of passing of this resolution and the said approval shall be limited accordingly;

(d) for the purpose of this resolution:

“relevant period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of Asia Orient; or

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ASIA ORIENT HOLDINGS LIMITED

NOTICE OF THE SPECIAL GENERAL MEETING

(ii) the expiration of the period within which the next annual general meeting of Asia Orient is required by the bye-laws of Asia Orient or any applicable laws to be held; or
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of Asia Orient in general meeting.

“rights issue” means the allotment, issue or grant of new shares pursuant to an offer of new shares open for a period fixed by the board of directors of Asia Orient made to holders of new shares whose names appear on the register of members of Asia Orient on a fixed record date in proportion to their then holdings of such new shares (subject to such exclusions or other arrangements as the board of directors of Asia Orient 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, or in any territory outside, Hong Kong).”

B. “ THAT
(a) subject to paragraph 5B(b), the directors be and they are generally and unconditionally authorized to exercise during the relevant period (as defined in paragraph 5B(c)) all powers of Asia Orient to repurchase new shares of Asia Orient listed on the Stock Exchange or any other stock exchange on which the securities of Asia Orient 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 listing rules or that of any other stock exchange as amended from time to time;
(b) the aggregate nominal amount of the new shares to be repurchased by Asia Orient pursuant to paragraph 5B(a) during the relevant period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of Asia Orient in issue at the date of passing of this resolution and approvals granted under paragraph 5B(a) of this resolution shall be limited accordingly; and
(c) for the purpose of this resolution:

“relevant period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of Asia Orient; or
(ii) the expiration of the period within which the next annual general meeting of Asia Orient is required by the bye-laws of Asia Orient or any applicable laws to be held; or

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ASIA ORIENT HOLDINGS LIMITED

NOTICE OF THE SPECIAL GENERAL MEETING

(iii) the revocation or variation of the authority given under this resolution by way of ordinary resolution of the shareholders of Asia Orient in general meeting.”
C. “ THAT conditional upon resolutions 5A and 5B in the notice convening this meeting of which this resolution forms part being passed, the general mandate granted to the directors to exercise the powers of Asia Orient to allot, issue or otherwise deal with new shares pursuant to resolution 5A above be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted by the directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of Asia Orient repurchased by Asia Orient under the authority granted pursuant to resolution 5B above.”

SPECIAL RESOLUTION

“ THAT , conditional upon (i) the passing of resolution numbered 1 set out in the notice convening this meeting of which this resolution forms part; and (ii) the Stock Exchange granting approving for the listing of and permission to deal in the new shares,
(a) the issued share capital of Asia Orient be and it is hereby reduced (the “capital reduction”) from the amount of HK$37,456,607 to HK$14,982,643 by cancelling paid up capital to the extent of HK$0.15 on each consolidated share in Asia Orient in issue immediately after the share consolidation such that the nominal value of all consolidated shares of HK$0.25 each in the capital of Asia Orient in issue on the date following the passing of this resolution be and they are hereby, reduced by HK$0.15 per consolidated share to HK$0.1 per new share;
(b) the directors be and they are hereby authorised to transfer the credit resulting from the capital reduction in an amount of approximately HK$22,473,964 to the contributed surplus account of Asia Orient and to use such sum together with such other sums standing in the contributed surplus account from time to time in future for such purposes which are in the best interests of Asia Orient, as the board of directors of Asia Orient may direct subject to the Companies Act 1981 of Bermuda (as amended) and the bye-laws of Asia Orient.”

By order of the Board Chiu Yuk Ching Company Secretary

Hong Kong, 15 October, 2002

Principal place of business in Hong Kong

30th Floor, Asia Orient Tower Town Place 33 Lockhart Road Wanchai Hong Kong

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ASIA ORIENT HOLDINGS LIMITED

NOTICE OF THE SPECIAL GENERAL MEETING

Notes:

(1) Every member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of Asia Orient.
(2) A pink form of proxy for use at the above meeting is enclosed herewith.
(3) Where there are joint holders of any shares, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if they are solely entitled thereto, provided that if more than one of such joint holders be present at the meeting personally or by proxy, the person whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.
(4) To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy or office copy of such power of attorney must be deposited at the principal place of business of Asia Orient in Hong Kong at 30th Floor, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not later than forty-eight hours before the time appointed for holding the meeting or any adjournment thereof.

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ASIA ORIENT HOLDINGS LIMITED

AI assistant

Hong Kong Exchanges and Clearing Limited — Proxy Solicitation & Information Statement 2002

49183_rns_2002-10-17_8c8814c1-f9fe-45c8-885c-a207fd6af9f4.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

ASIA ORIENT HOLDINGS LIMITED

Financial adviser to Asia Orient Holdings Limited

RESPONSIBILITY STATEMENT

DEFINITIONS

DEFINITIONS

DEFINITIONS

ASIA ORIENT HOLDINGS LIMITED

AND

INTRODUCTION

LETTER FROM THE BOARD

THE CAPITAL REORGANISATION

REASONS FOR THE CAPITAL REORGANISATION

LETTER FROM THE BOARD

EFFECTS OF THE CAPITAL REORGANISATION

CONDITIONS OF THE CAPITAL REORGANISATION

APPLICATION FOR LISTING

BOARD LOT SIZE AND TRADING ARRANGEMENTS

LETTER FROM THE BOARD

EXPECTED TIMETABLE FOR EXCHANGE OF CERTIFICATES

LETTER FROM THE BOARD

PROPOSED TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF A NEW SHARE OPTION SCHEME

LETTER FROM THE BOARD

REASONS FOR ADOPTION OF THE NEW SHARE OPTION SCHEME

LETTER FROM THE BOARD

VALUATION OF NEW SHARE OPTIONS

PROPOSED AMENDMENT TO THE BYE-LAWS

GENERAL MANDATES TO ISSUE AND REPURCHASE NEW SHARES

ADJUSTMENT TO THE CONVERSION PRICE OF THE CONVERTIBLE NOTES ISSUED BY ASIA ORIENT

GENERAL

SPECIAL GENERAL MEETING

RECOMMENDATION

SHARE CAPITAL

REASONS FOR REPURCHASES

FUNDING OF REPURCHASES

DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

DIRECTORS’ UNDERTAKING

EFFECT OF THE CODE

SHARE PRICES

SUMMARY OF THE NEW SHARE OPTION SCHEME

1. PURPOSE OF THE NEW SHARE OPTION SCHEME

2. WHO MAY JOIN

3. MAXIMUM NUMBER OF NEW SHARES AVAILABLE FOR SUBSCRIPTION UNDER THE NEW SHARE OPTION SCHEME

(a) 30 per cent. limit

(b) 10 per cent. limit

4. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

5. PERFORMANCE TARGET

6. MINIMUM PERIOD FOR WHICH AN OPTION MUST BE HELD

7. PRICE OF SHARES

8. AMOUNT PAYABLE UPON ACCEPTANCE OF OPTION

9. TERM OF THE NEW SHARE OPTION SCHEME

10. RIGHTS PERSONAL TO THE OPTION HOLDER

11. TIME OF EXERCISE OF OPTION

12. GRANT OF OPTION TO CONNECTED PERSON

13. RIGHTS ON CEASING TO BE AN ELIGIBLE PARTICIPANT

14. EFFECT ON TAKEOVER

15. EFFECT ON WINDING UP

16. EFFECT ON RECONSTRUCTION

17. RANKING OF NEW SHARES

18. EFFECT OF ALTERATION TO CAPITAL

19. CANCELLATION OF OPTION

20. TIME OF GRANT OF OPTIONS

21. TERMINATION AND ALTERATION OF SCHEME

ASIA ORIENT HOLDINGS LIMITED

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

Notes:

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Hong Kong Exchanges and Clearing Limited Proxy Solicitation & Information Statement 2002