i-Cable Communications Limited — Proxy Solicitation & Information Statement 2002

Oct 3, 2002

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in i-CABLE Communications Limited, you should at once pass this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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i-CABLE COMMUNICATIONS LIMITED

( Incorporated in Hong Kong with limited liability )

CONNECTED TRANSACTION

Proposed early redemption of HK$1,500 million of convertible bonds

Independent Financial Adviser to the Independent Board Committee

Merrill Lynch (Asia Pacific) Limited

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A notice convening an extraordinary general meeting of i-CABLE Communications Limited to be held in the Centenary Room, Ground floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong, on 22nd October, 2002 at 10:00 a.m. is set out on page 16 of this circular. Whether or not you are able to attend and vote at the extraordinary general meeting in person, you are requested to complete the enclosed form of proxy and return it in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting (as the case may be). Delivery of an instrument appointing a proxy shall not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting or poll should you so wish.

2nd October, 2002

CONTENTS

	Page
Definitions……………………………………….……………………………………..……	1
Letter from the Board…………………………………………………………………...….	3
Introduction …………………………………………………………………………………..	3
The Deed……………………………………………..……………………………………….	4
Information on the Bonds…………………………………………………………………….	4
Reasons for the Proposed Transaction………………………………………………………..	5
Connected Persons………………………………………………………………………...….	5
Information on the Group…………………………………………………………………….	5
Extraordinary General Meeting………………...…………………………………………….	5
Additional Information …..…………………………………………………………………..	5
Recommendation …………………………………………………………………………….	6
Letter from the Independent Board Committee……………………………..…………..	7
Letter from Merrill Lynch…………………………………………………...…….….……	8
Appendix – General Information………………………………………………...….….	12
Notice of Extraordinary General Meeting……………………………………………...…	16

DEFINITIONS

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

"ADSs" "Associates" "Board" "Bonds"

"Company"

American Depository Shares

having the meaning ascribed thereto under the Listing Rules the Board of Directors

4% Convertible Bonds in the principal amount of HK$1,800,000,000 issued by the Company under the Deed Poll i-CABLE Communications Limited, a company incorporated in Hong Kong the shares of which are listed on the Stock Exchange and the ADSs of which are quoted on Nasdaq

"Completion" completion of the Proposed Transaction "Connected Persons"

having the meaning ascribed thereto under the Listing Rules

"Deed"

the deed dated 17th September, 2002 between WCL and the Company in respect of the early redemption of the Redeemed Bonds

"Deed Poll" "Director(s)" "EGM"

the deed poll constituted by the Company on 18th November 1999

the director(s) of the Company

the extraordinary general meeting of the Company to be held in the Centenary Room, Ground floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong, on 22nd October, 2002 at 10:00 a.m., notice of which is set out on page 16 of this circular

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong" "Independent Board Committee"

the Hong Kong Special Administrative Region of the PRC

an independent board committee of the Company comprising all the Independent Non-executive Directors (other than Dr. David K. D. Hsu who is absent from Hong Kong during the relevant period)

independent non-executive Directors

"Independent Non-executive independent non-executive Directors Directors" "Independent Shareholders" Shareholders other than Wharf and its Associates

"Latest Practicable Date"

25th September, 2002, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

• 1 -

DEFINITIONS "Merrill Lynch" Merrill Lynch (Asia Pacific) Limited, an investment adviser registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong) and the independent financial adviser to the Independent Board Committee in respect of the Proposed Transaction "Nasdaq" the Nasdaq National Market in the United States of America "PRC" the People’s Republic of China "Proposed Transaction" the early redemption of the Redeemable Bonds at face value by the Company pursuant to the terms and conditions of the Deed "Redeemable Bonds" Bonds in the principal amount of HK$1,500,000,000 "SDI Ordinance" Securities (Disclosure of Interests) Ordinance (Chapter 396 of the Laws of Hong Kong) "Share(s)" ordinary share(s) of HK$1.00 each in the capital of the Company "Shareholders" holders of the Shares "Stock Exchange" The Stock Exchange of Hong Kong Limited "WCL" Wharf Communications Limited (formerly known as Wharf Communications Investments Limited), a wholly owned subsidiary of Wharf and the holder of the Bonds "Wharf" The Wharf (Holdings) Limited, a company incorporated in Hong Kong the shares of which are listed on the Stock Exchange "%" percent

• 2 -

LETTER FROM THE BOARD

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i-CABLE COMMUNICATIONS LIMITED

( Incorporated in Hong Kong with limited liability )

Directors: Mr. Stephen T. H. Ng (Chairman & Chief Executive Officer) Dr. David K. D. Hsu Mr. F. K. Hu, GBS, CBE, JP Mr. Victor C. W. Lo, GBS, JP Dr. Dennis T. L. Sun, BBS, JP Mr. Paul Y. C. Tsui Sir Gordon Y. S. Wu, KCMG, FICE*

Registered Office: 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong

2nd October, 2002

(* Independent Non-executive Directors)

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

INTRODUCTION

The Directors announced on 17th September, 2002 that on that same date, the Company entered into the Deed with WCL, a wholly-owned subsidiary of Wharf, to early redeem the Redeemable Bonds at face value (together with all rights attached thereto as at Completion) from WCL in the amount of HK$1,500,000,000 subject to the terms and conditions contained in the Deed.

As Wharf is a substantial shareholder of the Company (as defined under the Listing Rules), the Proposed Transaction constitutes a connected transaction for both Wharf and the Company under the Listing Rules and the approval of the Proposed Transaction by the Independent Shareholders at the EGM is required.

The purpose of this circular is to give you further information relating to the Proposed Transaction and to set out the recommendation of the Independent Board Committee in respect of the Proposed Transaction and the letter of advice from Merrill Lynch to the Independent Board Committee, and to give you notice of the EGM to be convened for the purpose of considering and, if thought fit, approving the Proposed Transaction.

• 3 -

LETTER FROM THE BOARD

THE DEED

Date

17th September, 2002

Parties

Issuer : Company Bondholder : WCL

Redeemable Bonds

Bonds in the principal amount of HK$1,500,000,000.

Redemption Price

At face value, HK$1,500,000,000, plus accrued interest from 1st July, 2002, up to but excluding the date of Completion of the Proposed Transaction.

Conditions of the Deed

Completion of the Proposed Transaction is conditional upon the fulfillment of the following conditions:

• (i) the Proposed Transaction and the Deed being approved by the Independent Shareholders at the EGM; and

• (ii) the obtaining by the Company and/or WCL of all consents and approvals from the relevant authorities, if any.

Completion of the Proposed Transaction

Completion of the Proposed Transaction shall take place within five business days from the date on which all the conditions of the Deed have been fulfilled and at such time as the Company and WCL may agree and at the office of WCL in Hong Kong (or, on such other date, at such other time and place as the Company and WCL may agree).

INFORMATION ON THE BONDS

The Bonds were fully subscribed by WCL and are due for full redemption at face value on 23rd November, 2003, or, at the option of the holder of the Bonds, convertible into approximately 151 million new Shares upon full conversion at a conversion price of HK$11.95 per Share. The Bonds have a 4-year term from 24th November, 1999 with interest payable semi-annually in arrears at 4% per annum.

The balance of the Bonds amounting to HK$300 million will be due for redemption on 23rd November, 2003 under the Deed Poll.

A further announcement will be issued by the Company upon the Deed becoming unconditional.

• 4 -

LETTER FROM THE BOARD

REASONS FOR THE PROPOSED TRANSACTION

Following the successful listing of the Company on 24th November, 1999 and the satisfactory business performance since the listing, the Group at present holds surplus funds of approximately HK$1,500 million. Due to low prevailing interest rates which are not expected to rise substantially in the near term, the average yield on such surplus funds is presently less than 2% per annum which is far below the 4% per annum payable on the Bonds. The Proposed Transaction represents a good opportunity for the Company to reduce its net financing cost and to improve its profit attributable to shareholders. The Directors believe cash to be generated from operations (and bank credit facilities, if necessary) will be sufficient to cover its operating and capital expenditures in the near term.

The funds for redeeming the Redeemable Bonds will primarily be funded from the Company’s internal resources and temporary bank credit facilities if required until securities held by the Company as surplus funds can be liquidated without penalty and such funds for redeeming the Redeemable Bonds represents more than 3% of the latest audited consolidated net tangible asset value of the Company as at 31st December, 2001.

CONNECTED PERSONS

As the Company is a non-wholly owned subsidiary of Wharf, the Proposed Transaction constitutes a connected transaction for the Company under Rule 14.23(1) of the Listing Rules and the approval of the Proposed Transaction by the Independent Shareholders at the EGM is required under the Listing Rules.

INFORMATION ON THE GROUP

The Group is principally engaged in the provision of pay television and Internet & multimedia services.

EXTRAORDINARY GENERAL MEETING

The Directors have resolved to convene an EGM to consider and, if thought fit by the Independent Shareholders, to approve the terms of the Proposed Transaction and the Deed by way of an Ordinary Resolution. Notice of the EGM is set out on page 16 of this circular.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend and vote at the EGM in person, you are requested to complete the enclosed form of proxy and return it to the Company’s registered office at 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the EGM or any adjourned meeting should you so wish.

Wharf and its Associates, being connected persons in respect of the Proposed Transaction, will abstain from voting at the EGM.

ADDITIONAL INFORMATION

Your attention is drawn to the general information set out in the Appendix to this circular.

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LETTER FROM THE BOARD

RECOMMENDATION

The terms and conditions of the Deed were arrived at after arm's length negotiations between the parties thereto and are on normal commercial terms. The Directors consider that the Proposed Transaction is fair and reasonable and is in the interests of the Company and its Shareholders.

The Independent Board Committee has been appointed to advise the Independent Shareholders in respect of the Proposed Transaction. Merrill Lynch has been appointed as independent financial adviser to advise the Independent Board Committee in respect of the same.

Your attention is drawn to the letter from the Independent Board Committee as set out on page 7 of this circular and the letter of advice from Merrill Lynch as set out on page 8 to 11 of this circular.

After taking into account the reasons for the Proposed Transaction, the terms of the Deed and the advice of and the principal factors and reasons considered by Merrill Lynch, the Independent Board Committee considers that the Proposed Transaction is fair and reasonable as far as the Independent Shareholders are concerned and recommends the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Deed and the Proposed Transaction.

By Order of the Board Stephen T. H. Ng Chairman & Chief Executive Officer

• 6 -

LETTER FROM THE INDEPENDENT BOARD COMMITEE

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i-CABLE COMMUNICATIONS LIMITED

( Incorporated in Hong Kong with limited liability )

2nd October, 2002

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

We refer to the circular (the “Circular”) dated 2nd October, 2002 issued by the Company to its Shareholders, of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used in this letter.

The Independent Board Committee has been appointed to make recommendation to the Independent Shareholders in respect of the Proposed Transaction. In addition, Merrill Lynch has been appointed as independent financial adviser to advise the Independent Board Committee in respect of the same.

Your attention is drawn to the letter from the Board on pages 3 to 6 of the Circular, which sets out information relating to, and the reasons for, the Proposed Transaction.

Having considered the terms of the Deed and the advice of and the principal factors and reasons considered by Merrill Lynch regarding the Proposed Transaction as set out in the letter from Merrill Lynch on pages 8 to 11 of the Circular, we are of the opinion that the terms of the Proposed Transaction are fair and reasonable as far as the Independent Shareholders are concerned and, therefore, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Deed and the Proposed Transaction.

Yours faithfully, Independent Board Committee F.K. Hu Victor C.W. Lo Dennis T.L. Sun Gordon Y.S. Wu Independent Non-executive Directors of i-CABLE Communications Limited

• 7 -

LETTER FROM MERRILL LYNCH

Merrill Lynch (Asia Pacific) Limited

17/F, Asia Pacific Finance Tower 3 Garden Road, Central Hong Kong Phone : (852) 2536 3888 Facsimile : (852) 2536 3281

2[nd] October, 2002

The Independent Board Committee i-CABLE Communications Limited Cable TV Tower 9 Hoi Shing Road Tsuen Wan Hong Kong

Dear Sirs,

Connected Transaction Involving Proposed Early Redemption of HK$1,500 Million, 4% Fixed Rate Convertible Bonds issued by i-CABLE Communications Limited

INTRODUCTION

We have been appointed to advise the Independent Board Committee in respect of the Proposed Transaction, details of which are set out in the Letter from the Board in the circular to the Shareholders dated 2[nd ] October 2002 (the “Circular”), of which this letter forms a part. Capitalized terms used in this letter shall have the same meanings as defined elsewhere in the Circular unless otherwise defined herein.

You have asked Merrill Lynch for our advice, as an independent financial adviser, to be rendered to the Independent Board Committee pursuant to Rule 14.30(7) of the Listing Rules, as to whether the terms of the Proposed Transaction are fair and reasonable so far as the Independent Shareholders are concerned.

In giving our advice, we have relied upon, and have assumed to be true, accurate, complete and not misleading, the information, forecasts and facts supplied and opinions expressed to us by the Company. We have assumed that the Directors are satisfied, that having made all reasonable inquiries, and to the best of their knowledge and belief, this is the case and that there is no material information relevant to the giving of our advice which has not been disclosed to us relating to the Proposed Transaction. The Directors have also collectively and individually accepted full responsibility, directly or indirectly, for the accuracy of the information contained in the Circular and confirmed, having made all reasonable inquiries, that to the best of their knowledge and belief there are no other facts, the omission of which would make any statement in the Circular misleading. We have not carried out any independent verification of the facts, information and opinions supplied to us. Our advice is necessarily based on market, economic and other conditions as they exist on, and the facts, information, forecasts and opinions made available to us as of, the date of this letter. We do not assume any responsibility for events occurring or information passed to us after this date and we do not assume responsibility for updating the opinion or the statements made herein.

• 8 -

LETTER FROM MERRILL LYNCH

PROPOSED TRANSACTION AND RATIONALE

Pursuant to the Deed Poll dated 18[th] November 1999, the Company issued Bonds with an aggregate face value of HK$1,800 million which were fully subscribed by WCL, a wholly-owned subsidiary of Wharf. The Bonds have a fixed interest rate of 4% per annum payable semi-annually in arrears. The Bonds are convertible at the option of the bondholder into approximately 151 million shares of the Company at a conversion price of HK$11.95 per share and failing conversion are due for redemption at face value on 23[rd ] November 2003.

On 17[th] September 2002, the Company entered into a conditional Deed for the early redemption of the Redeemable Bonds with a face value of HK$1,500 million together with accrued interest thereon for the period from 1[st] July 2002 up to but excluding the date of Completion of the Proposed Transaction.

The Company has surplus funds of approximately HK$1,500 million earning an average yield of less than 2% per annum which is below the fixed interest rate of 4% per annum payable on the Bonds. The Directors of the Company therefore believe that the Proposed Transaction represents an opportunity for the Company to reduce its net financing cost. The Directors of the Company further believe that cash generated from operations (and bank credit facilities with a borrowing cost of less than 4% per annum) will be sufficient to cover its operating and capital expenditures in the near term.

SCOPE OF WORK

In arriving at our advice to the Independent Board Committee, we have, among other things:

• (i) Reviewed certain publicly available information relating to the Company that we deemed to be relevant, including the Deed Poll, the Deed and other information related to the Proposed Transaction, as furnished to us by the Company;

• (ii) Reviewed the current over-the-counter prices of comparable outstanding convertible bonds issued by certain publicly traded companies in Hong Kong that we deemed to be relevant;

• (iii) Reviewed the average yield per annum currently earned on the surplus funds of the Company;

• (iv) Discussed with management the current operating and financing requirements of the Company and availability of investment opportunities with similar maturity and risk profile for the Company’s surplus funds;

• (v) Considered the likely impact of the Proposed Transaction on the Company’s earnings and net gearing position; and

• (vi) Taken into account such other matters as we deemed necessary, including our assessment of general economic, industry, market and monetary conditions.

• 9 -

LETTER FROM MERRILL LYNCH

PRINCIPAL FACTORS AND REASONS FOR ADVICE

In giving our advice to the Independent Board Committee we have taken into consideration, among other things, the following principal factors and reasons:

• (i) The Redeemable Bonds are being redeemed at face value, as per the scheduled redemption specified in the Deed Poll dated 18[th] November 1999, which requires the Company to redeem the Bonds at face value on 23[rd] November 2003, if they have not previously been converted;

• (ii) We believe that the likelihood of conversion before November 2003 is low given the significant premium (335%) that the conversion price of HK$11.95 per share represents to the Company’s closing share price of HK$2.75 per share as of the Latest Practicable Date. Therefore, it is likely that the Company would be required to redeem the Bonds at face value on 23[rd] November 2003, absent Completion of the Proposed Transaction;

• (iii) The redemption price at face value is in line with the trading prices of other convertible bonds in Hong Kong, where the conversion price of the shares is at a significant premium to the current trading price of the shares (“Out of the Money” convertible bonds), that we deemed to be relevant;

• (iv) The Company has surplus funds of approximately HK$1,500 million, with an average return of 1.9% per annum for the six months ended 30[th] June 2002 which is lower than the fixed rate of 4% per annum payable on the Bonds;

• (v) The Company has access to bank credit facilities at an overall cost which is lower than the fixed rate of 4% per annum currently payable on the Bonds;

• (vi) Based on our discussions with management on the Company’s operating and financing requirements, its historical financial performance and our understanding of the cable TV industry in Hong Kong, we believe cash to be generated from operations (and bank credit facilities, if required) is expected to be sufficient to cover the Company’s operating and capital expenditures in the near term;

• (vii) The Company believes that it does not have alternative uses for its surplus funds, which it considers more appropriate and prudent, that would generate a higher return in the near to medium term;

• (viii) We believe that the Proposed Transaction is likely to enhance the Company’s earnings in the near term as a result of savings in the Company’s net financing costs. The Proposed Transaction will be financed largely by the use of the Company’s surplus funds as well as bank credit facilities to the extent that a portion of the Company’s surplus funds cannot be liquidated without penalties by the date of Completion. The exact portions to be funded from surplus funds and from bank credit facilities will be determined by the Company nearer to the date of Completion depending on the penalties payable, if any, to liquidate the surplus funds towards the date of Completion. Therefore, at this date, it is not possible to quantify the exact impact of the Proposed Transaction on the earnings of the Company. However, as the net cost of the financing for the Proposed Transaction will be more than 2% per annum but less than 4% per annum and the interest cost saved on the Redeemable Bonds is 4% per annum, it can be determined that the Proposed Transaction will be earnings enhancing for the Company; and

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APPENDIX GENERAL INFORMATION

(ix) We believe the Proposed Transaction is not likely to have a material impact on the Company’s net gearing position (Net Book Debt/Book Value of Shareholder’s Equity) since the elimination of the liability which the Redeemable Bonds represent will be off-set by a reduction in cash or an increase in bank credit facilities used to fund the Proposed Transaction. As of 30[th] June 2002, the Company had consolidated net book debt (Gross Debt Less Cash and Cash Equivalents and Non Current Deposits and Debt Securities) of HK$208.7 million and consolidated book value of shareholder’s equity of HK$1,485.9 million, implying a net gearing position of approximately 14%. For the reasons stated in paragraph (viii) above, the exact portions to be funded from surplus funds and from bank credit facilities will be determined by the Company nearer to the date of Completion. Therefore, it is not possible at this date to quantify the impact of the Proposed Transaction on the gross gearing position (Gross Book Debt/Book Value of Shareholder’s Equity) of the Company. However, since the Company had consolidated cash and cash equivalents and non current deposits and debt securities aggregating HK$1,591.3 million as of 30[th] June 2002, we believe the net gearing position is a more appropriate measure of the Company’s financial position than the gross gearing position.

ADVICE

Based upon and subject to the foregoing and such other matters as we consider relevant, we advise the Independent Board Committee that we consider the terms of the Proposed Transaction to be fair and reasonable so far as the Independent Shareholders are concerned.

Yours faithfully, For on and behalf of Merrill Lynch (Asia Pacific) Limited

Pankaj Kalra Director, Corporate Finance

• 11 -

APPENDIX GENERAL INFORMATION

1. RESPONSIBILITY STATEMENTS

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept the 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 herein misleading.

2. DISCLOSURE OF INTERESTS

• (a) As at the Latest Practicable Date, the interests of the Directors and their Associates in the equity or debt securities of the Company or any of its associated corporations (within the meaning of the SDI Ordinance) which require notification to the Company and the Stock Exchange pursuant to Section 28 of the SDI Ordinance (including interests which any such Director is taken or deemed to have under Section 31 of, or Part I of the Schedule to, the SDI Ordinance), or which are required to be entered into the register maintained by the Company under Section 29 of the SDI Ordinance, or which require notification to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “ Model Code ”) were as follows:

(I) Directors’ Interests in Shares

As at the Latest Practicable Date, Directors of the Company had the following beneficial interests in the ordinary shares of the Company, of its parent company, namely, Wharf, and of a subsidiary of Wharf, namely, Harbour Centre Development Limited (“ Harbour Centre ”):

	No. of Shares	Nature of Interest
The Company
Mr. Stephen T.H. Ng	1,000,000	Personal interest
Wharf
Mr. Stephen T.H. Ng	650,057	Personal interest
Harbour Centre
Mr. F.K. Hu	50,000	Corporate interest

Note: The 50,000 shares regarding ‘Corporate Interest’ in which Mr. F.K. Hu was taken to be interested as stated above was the interest held by a corporation in general meetings of which Mr. Hu was either entitled to exercise (or was taken under the SDI Ordinance to be able to exercise) or control the exercise of one-third or more of the voting power.

• 12 -

APPENDIX GENERAL INFORMATION

(II) Directors’ Interests in Share Options

As at the Latest Practicable Date, a Director of the Company had the following personal interests in options to subscribe for ordinary shares of the Company granted under the Share Option Scheme for the Company:

			No. of shares		Price per
			represented	Period during	share to be
	Date Granted		by	which rights	paid on	Consideration
	(Day/Month/		unexercised	exercisable	exercise of	paid for the
		Year)	options	(Day/Month/	options	options
Name of Director			outstanding	Year)	(HK$)	granted (HK$)
Mr. Stephen T.H.	(i)	08/02/2000	1,500,000	01/04/2001 to	10.49	10
Ng				31/12/2009
	(ii)	19/02/2001	150,000	01/07/2002 to	3.30	10
				31/12/2003
	(iii)	19/02/2001	700,000	01/07/2002 to	3.30	10
				31/12/2005

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor their Associates had any interests in the equity or debt securities of the Company or any of its associated corporations (within the meaning of the SDI Ordinance) which require notification to the Company and the Stock Exchange pursuant to Section 28 of the SDI Ordinance (including interests which any such director is taken or deemed to have under Section 31 of, or Part I of the Schedule to, the SDI Ordinance), or which are required to be entered into the register maintained by the Company under Section 29 of the SDI Ordinance, or which require notification to the Company and the Stock Exchange pursuant to the Model Code.

• (b) As at the Latest Practicable Date, there was no existing or proposed service contract between any of the Directors and the Company or any of its subsidiaries which was not determinable by the employer within one year without payment of compensation (other than statutory compensation).

• (c) As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement which was significant in relation to the business of the Group.

• (d) As at the Latest Practicable Date, Merrill Lynch did not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

• (e) As at the Latest Practicable Date, none of the Directors nor Merrill Lynch had, or had had, any direct or indirect interest in any assets which had since 31st December, 2001, being the date to which the latest published audited accounts of the Company were made up, been acquired or disposed of by, or leased to, any member of the Group, or are proposed to be acquired or disposed of by, or leased to, any member of the Group.

• 13 -

APPENDIX GENERAL INFORMATION

3. SUBSTANTIAL SHAREHOLDERS’ INTERESTS

As at the Latest Practicable Date, according to the register kept by the Company under section 16(1) of the SDI Ordinance and so far as the Directors were aware, the following persons (not being a Director) were interested or taken or deemed to be interested in 10% or more of the nominal value of the issued share capital of the Company carrying rights to vote in all circumstances at general meeting of the Company:

				Approximate
			No. of	Shareholding
	Names	**Type of Interest **	Ordinary Shares	Percentage
(i)	Wharf Communications Limited	Direct Interest	1,600,009,246	79.24%
(ii)	The Wharf (Holdings) Limited	Deemed Interest	1,600,009,246	79.24%
(iii)	Diplock Holdings Limited	Deemed Interest	1,602,624,303	79.37%
(iv)	WF Investment Partners Limited	Deemed Interest	1,602,624,303	79.37%
(v)	Wheelock and Company Limited	Deemed Interest	1,603,046,729	79.39%
(vi)	Bermuda Trust (Guernsey) Limited	Deemed Interest	1,630,046,729	79.39%

Note: For the avoidance of doubt and double counting, it should be noted that duplication occurs in respect of all of the above-stated shareholdings to the extent that the shareholdings stated against parties (i) and (ii) above represent the same block of shares and are entirely duplicated or included in the shareholdings stated against party (iii) above, with the same duplication of the shareholdings in respect of (iii) in (iv) and (iv) in (v); all of the abovenamed parties were deemed to be interested in the relevant shareholdings under the SDI Ordinance as at the Latest Practicable Date.

Save as disclosed herein, as at the Latest Practicable Date, according to the register kept by the Company under section 16(1) of the SDI Ordinance and so far as was known to the Directors, there was no person (not being a Director) who was, directly or indirectly, interested in 10% or more of the nominal value of the issued share capital of the Company carrying rights to vote in all circumstances at general meeting of the Company.

4. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31st December, 2001 (being the date to which the latest published audited accounts of the Company were made up).

5. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and so far as the Directors were aware, no litigation or claims of material importance were pending or threatened by or against the Company or any of its subsidiaries.

6. CONSENT

Merrill Lynch has given and has not withdrawn its written consent to the issue of this circular with the inclusion of and references to its name and letter in the form and context in which it appears.

• 14 -

APPENDIX GENERAL INFORMATION

7. ARRANGEMENT AFFECTING DIRECTORS

There exists no service contract other than 2(b) above.

8. MISCELLANEOUS

• (a) The secretary of the Company is Mr. Wilson W. S. Chan, FCIS.

• (b) The share registrar of the Company in Hong Kong is Tengis Limited of 4th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the registered offices of the Company at 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong, except public holidays, up to and including 21st October, 2002:

• (a) the memorandum and articles of association of the Company;

• (b) the Deed;

• (c) the letter from the Independent Board Committee, the text of which is set out in this circular;

• (d) the letter from Merrill Lynch, the text of which is set out in this circular;

• (e) the written consent referred to under the section headed “Consent” in this Appendix;

• (f) the audited consolidated financial statement of the Group for the year ended 31st December, 2001; and

• (g) the Deed Poll.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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i-CABLE COMMUNICATIONS LIMITED (Incorporated in Hong Kong with limited liability)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Shareholders of i-CABLE Communications Limited will be held in the Centenary Room, Ground floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong, on 22nd October, 2002 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modification the following resolution which will be proposed as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT the early redemption by the Company of part of the convertible bonds in the principal amount of HK$1,500,000,000 at face value plus accrued interest from July 1, 2002 up to but excluding the date of completion issued by the Company under a deed poll dated 18th November, 1999 subject to and upon the terms and conditions of a deed ( “Deed” ) dated 17th September, 2002 and made between Wharf Communications Limited and the Company (a copy of such Deed having been produced to this meeting and marked “A” and signed by the chairman of the meeting for the purpose of identification) be and is hereby approved.”

By order of the Board Wilson W. S. Chan Secretary

Hong Kong, 2nd October, 2002

Registered Office: 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong

Notes:

• (a) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, to vote in his stead. A proxy need not be a member of the Company.

• (b) A form of proxy for use at the meeting is enclosed.

• (c) In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of that power of attorney or authority) must be deposited at the Company’s registered office at 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting.

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