Hong Kong Exchanges and Clearing Limited — Proxy Solicitation & Information Statement 2005

Dec 8, 2005

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ASIA ORIENT HOLDINGS LIMITED

( )*

(Incorporated in Bermuda with limited liability)

(Stock Code: 214)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the “ SGM ”) of the shareholders (“ Shareholders ”) of Asia Orient Holdings Limited (“ Company ”) will be held at Basement 1, Empire Hotel, 33 Hennessy Road, Wanchai, Hong Kong on Thursday, 29th December, 2005 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an Ordinary Resolution of the Company:

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of, and permission to deal in, any ordinary shares of HK$0.10 each (“ Shares ”) in the share capital of the Company to be issued pursuant to the exercise of options which may be granted under the Refreshed Scheme Mandate Limit (as defined below), the existing limit on the grant of options under the share option scheme adopted by the Company on 11 November 2002 (the “ Scheme ”) be and is hereby refreshed so that the total number of Shares to be allotted and issued upon exercise of any options to be granted under the Scheme and any other share option scheme of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Scheme or such other share option schemes of the Company) shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution (the “ Refreshed Scheme Mandate Limit ”) and the Directors be and are hereby authorized to do such acts and execute such documents to effect the Refreshed Scheme Mandate Limit and to exercise all powers of the Company to allot, issue and deal with the Shares pursuant to the exercise of such options.”

By Order of the Board Chiu Yuk Ching Secretary

Hong Kong, 8 December 2005

Registered Office: Principal Office in Hong Kong: Canon’s Court 30th Floor 22 Victoria Street Asia Orient Tower Hamilton HM12 Town Place Bermuda 33 Lockhart Road Wanchai, Hong Kong

Notes:

1. Every Shareholder entitled to attend and vote at the SGM is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a Shareholder.

2. A form of proxy for use at the SGM is enclosed herewith.

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1. Where there are joint registered holders of any Shares, any one of such persons may vote at the SGM, either personally or by proxy, in respect of such Shares as if he was solely entitled thereto, provided that if more than one of such joint holders be present at the SGM personally or by proxy, that one of the said persons whose name stands first on the register of Shareholders in respect of such Shares shall alone be entitled to vote in respect thereof.

2. 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 of that power of attorney or authority, must be deposited at the Company’s principal office in Hong Kong at 30th Floor, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the SGM (or any adjournment thereof).

As at the date hereof, the Board comprises Mr. Fung Siu To Clement, Mr. Lim Yin Cheng, Mr. Poon Jing, Mr. Lun Pui Kan, Mr. Kwan Po Lam Phileas, Mr. Chan Sze Hung[+] , Mr. Cheung Kwok Wah Ken[#] , Mr. Hung Yat Ming[#] and Mr. Wong Chi Keung[#] .

+ Non-executive Director

# Independent non-executive Directors

• For identification purposes only

Please also refer to the published version of this announcement in The Standard.

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