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

Apr 29, 2002

IMPORTANT

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, 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 document.

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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, CBE, JP

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

• Mr. Victor C. W. Lo, OBE, JP

• Dr. Dennis T. L. Sun, BBS Mr. Paul Y. C. Tsui

• Sir Gordon Y. S. Wu, KCMG, FICE

29th April, 2002

• (* Independent Non-executive Directors)

To the Shareholders

Dear Sir or Madam,

EXTRAORDINARY GENERAL MEETING GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AMENDMENTS TO ARTICLES OF ASSOCIATION

1. At the Annual General Meeting of i-CABLE Communications Limited (the “Company”) held on 18th May, 2001, ordinary resolutions were passed giving general mandates to directors of the Company (the “Directors”) (i) to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange for that purpose) of up to 10 per cent. of the issued share capital of the Company as at 18th May, 2001; and (ii) to allot, issue and otherwise deal with shares up to a limit equal to (a) 20 per cent. of the shares of the Company in issue as at 18th May, 2001, plus (b) (authorised by a separate ordinary resolution as required by the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”)) the nominal amount of any shares repurchased by the Company.

2. Under the terms of the Companies Ordinance and the Listing Rules, these general mandates will lapse at the conclusion of the Annual General Meeting for 2002, unless renewed at that meeting. Resolutions will be proposed at the extraordinary general meeting (“EGM”) of the Company to

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be held in the Jade and Lotus Rooms, 6th Floor, The Marco Polo Hong Kong Hotel, 3 Canton Road, Kowloon, Hong Kong, on Thursday, 6th June, 2002 at 10:10 a.m. to renew these mandates, and the Explanatory Statement required by the Listing Rules to be sent to shareholders in connection with the proposed repurchase mandate is set out in the Appendix to this document.

1. Following certain recent amendments to the Companies Ordinance and the Listing Rules and to keep in line with current corporate practices, the Directors also recommend to make corresponding amendments to the Company’s Articles of Association (“Articles of Association”) so as to offer flexibility for the Company to take advantage of the amendments whenever considered appropriate in the future. If the amendments to the Articles of Association are adopted, the Company will be able (subject to compliance with the requirements under the Companies Ordinance and the Listing Rules) to offer shareholders the choice to elect:

2. (a) to receive summary financial reports of the Company (which are derived from and summarises the Annual Reports and Accounts and in such form as may be required by law from time to time) instead of the full version of Annual Reports and Accounts;

3. (b) to be treated as having been sent a copy of either the summary financial reports or the Annual Reports and Accounts by having access to the version of those documents published on the Company’s website; and

4. (c) to receive various corporate communications to shareholders, including but not limited to annual and interim reports, circulars and notices of meeting, by electronic means and in English, Chinese or in both languages.

The amendments are expected to result in cost savings to the Company. The summary financial reports, being more concise than the Annual Reports and Accounts, are expected to be more user-friendly for shareholders.

Notwithstanding the passing of the special resolution amending the Articles of Association, shareholders will still have the right to choose to receive printed copies of the Annual Reports and Accounts. Details of the amendments to the Articles of Association are set out in the notice of the EGM.

1. Notice of the EGM is set out on pages 5 to 10 of this document. A blue form of proxy for use at the EGM is enclosed. Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy and return it to the registered office of the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the EGM. Completion of the form of proxy and its return to the Company will not preclude you from attending, and voting at, the EGM if you so wish.

2. The Directors believe that the general mandates and the proposed amendments to the Articles of Association are in the interests of the Company and its shareholders. Accordingly, the Directors recommend you to vote in favour of all the relevant resolutions to be proposed at the EGM.

Yours faithfully, Stephen T. H. Ng Chairman & Chief Executive Officer

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i-CABLE Communications Limited 29 Apr 2002

APPENDIX

EXPLANATORY STATEMENT

The following is the Explanatory Statement required to be sent to shareholders under the Listing Rules in connection with the proposed general mandate for repurchase of shares and also constitutes the Memorandum required under section 49BA of the Companies Ordinance. References in this Statement to “Share(s)” mean ordinary share(s) of HK$1.00 each in the capital of the Company:-

• (i) It is proposed that the general repurchase mandate will authorise the repurchase by the Company of up to 10 per cent. of the Shares in issue at the date of passing the resolution to approve the general repurchase mandate. As at 22nd April, 2002, being the latest practicable date for determining such figure, the number of Shares in issue was 2,014,000,000 Shares. On the basis of such figure (and assuming no new Shares will be issued or no Share will be repurchased after 22nd April, 2002 and up to the date of passing such resolution), exercise in full of the general repurchase mandate would result in the repurchase by the Company of up to 201,400,000 Shares.

• (ii) The Directors believe that the general authority from shareholders to enable repurchase of Shares is in the interests of the Company and its shareholders. Repurchases may, depending on the circumstances, result in an increase in net assets and/or earnings per Share. The Directors are seeking the grant of a general mandate to repurchase Shares to give the Company the flexibility to do so if and when appropriate. The number(s) of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

• (iii) The funds required for any repurchase would be derived from the distributable profits of the Company legally available for such purpose in accordance with the Company’s constitutive documents and the laws of Hong Kong.

• (iv) There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent audited accounts for the year ended 31st December, 2001 being forwarded to all shareholders together with this circular letter) in the event that the general repurchase mandate were exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the general repurchase mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing level which in the opinion of the Directors is from time to time appropriate for the Company.

• (v) There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any associates (as defined in the Listing Rules) of the Directors of the Company who have a present intention, in the event that the general repurchase mandate is granted by shareholders, to sell Shares to the Company.

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• (vi) The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the general repurchase mandate in accordance with the Listing Rules and the laws of Hong Kong.

• (vii) The Directors are not aware of any consequences which would arise under the Hong Kong Code on Takeovers and Mergers (the “Takeover Code”) as a consequence of any purchases pursuant to the general repurchase mandate. However, if as a result of a repurchase of Shares a shareholder’s proportionate interest in the voting rights of the Company increases, such increase would be treated as an acquisition for the purposes of the Takeover Code. Accordingly, a shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

• (viii) No purchase has been made by the Company of Shares in the six months prior to the latest practicable date before the printing of this document.

• (ix) No connected persons (as defined in the Listing Rules) of the Company have notified the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell Shares to the Company in the event that the general repurchase mandate is granted by shareholders.

• (x) The highest and lowest prices at which Shares were traded on the Stock Exchange in each of the previous twelve months are as follows:

	Highest (HK$)	Lowest (HK$)
April 2001	4.250	3.350
May 2001	5.150	4.300
June 2001	4.950	4.000
July 2001	4.500	3.525
August 2001	4.175	3.750
September 2001	3.850	3.100
October 2001	4.425	3.300
November 2001	4.575	4.075
December 2001	5.100	4.400
January 2002	5.450	4.725
February 2002	5.100	4.400
March 2002	5.450	4.475

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i-CABLE COMMUNICATIONS LIMITED

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 Jade and Lotus Rooms, 6th Floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong, on Thursday, 6th June, 2002 at 10:10 a.m. (or so soon thereafter as the Annual General Meeting of the Company convened for the same date and place shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing with or without modification the following resolutions of which resolutions number (1) to (3) will be proposed as ordinary resolutions and resolution number (4) will be proposed as a special resolution:-

ORDINARY RESOLUTIONS

(1) “THAT:

• (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to purchase shares in the capital of the Company be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Code on Share Repurchases pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution, and the said approval 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:

• (aa) the conclusion of the next Annual General Meeting of the Company;

• (bb) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; and

• (cc) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting. ”

(2) “THAT:

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall authorise the Directors of the Company 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;

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• (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 of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to (i) any executive or employee share option or incentive scheme, or (ii) the rights attached to the 4% Convertible Bonds issued by the Company or any and all other rights, agreements and/or options (otherwise than pursuant to any share option or incentive scheme as aforementioned) made or granted prior to the time of passing this Resolution by the Directors of the Company which might require the allotment and issue of shares in the capital of the Company subsequent to the time of passing this Resolution, or (iii) a Rights Issue, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution; plus

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of share capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution),

and the said approval shall be limited accordingly; and

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (aa) the conclusion of the next Annual General Meeting of the Company;

• (bb) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; and

• (cc) the revocation or variation of the approval given under this Resolution by ordinary resolution of the shareholders in general meeting; and

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

• (3) “THAT the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares of the Company pursuant to ordinary resolution (2) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to

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ordinary resolution (1) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution. ”

SPECIAL RESOLUTION

• (4) “THAT the Articles of Association of the Company be hereby amended as follows:-

• (a) by the deletion of the paragraph ‘references to writing shall include typewriting, printing, lithography, photography, and other modes (including telex and facsimile transmission) of representing or reproducing words in a legible and non-transitory form;’ in Article 2 and the substitution therefor of the following new paragraph:

‘references to writing shall include typewriting, printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and nontransitory form (including telex and facsimile transmission but excluding communication in electronic form);’;

• (b) by adding the following definition immediately after the definition of “Director” in Article 2:

• ‘“electronic form” shall mean any electronic, digital, electrical, magnetic or other retrievable form or medium (whether having physical substance or not);’;

• (c) by adding the following definition immediately after the definition of “the holder” in Article 2:

• ‘“the Listing Rules” shall mean the Rules Governing the Listing of Securities on the Stock Exchange and any amendments thereto for the time being in force;’;

• (d) by adding the words ‘or in such other form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules’ after the phrase ‘in writing’ in Article 15;

• (e) by adding the words ‘or in such other form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules’ after the phrase ‘in writing’ wherever such phrase appears in Article 47;

• (f) by adding the words ‘or in such other form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules,’ after the phrase ‘in writing’ wherever such phrase appears in Article 51;

• (g) by adding the words ‘or in such other form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules,’ after the phrase ‘in writing’ in Article 125(A)(a)(ii);

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• (h) by adding the words ‘or in such other form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules,’ after the phrase ‘in writing’ in Article 125(A)(b)(ii);

• (i) by the deletion of Article 135 and the substitution therefor of the following new Article:-

• ‘135. A printed copy of every balance sheet and profit and loss account, including every document required by law to be annexed thereto, which is to be laid before the Company in general meeting, accompanied by the directors’ report and the auditors’ report, shall be sent or made available to each person entitled thereto at least 21 days before the date of the meeting (or such other time as may be prescribed in the Ordinance from time to time) in accordance with the requirements of the Ordinance provided that this Article shall not require such documents to be sent or made available to a person so entitled if the Company has sent or made available to such person a copy of the summary financial report in such form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable provisions of the Ordinance. Copies shall also be sent in appropriate numbers to the Stock Exchange in accordance with the terms of any listing agreement for the time being binding on the Company or with the continuing obligations binding on the Company by virtue of any listing.’;

• (j) by the deletion of Articles 137 to 139 and the substitution therefor of the following new Articles:-

• ‘137. Any notice or other document (other than a share certificate) may be served on or delivered by the Company by sending it or making it available to the recipient by such means and in such form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules, or by advertisement inserted in newspapers circulating in Hong Kong including, where the issued ordinary share capital of the Company is for the time being listed on the Stock Exchange, at least one English language newspaper and one Chinese language newspaper (in which the relevant notice shall appear in the Chinese language), being in each case a newspaper published daily and circulating generally in Hong Kong and specified in the list of newspapers issued for the purposes of Section 71A of the Ordinance by the Chief Secretary and published in The Government of the Hong Kong Special Administrative Region Gazette, and that any share certificate may be delivered to any Member by the Company by sending it through the post in a prepaid letter addressed to such Member at his registered address as appearing in the Register or by delivering it to or leaving it at such registered address addressed as aforesaid. In the case of joint holders of a share, service or delivery of any notice or other document on or to, or making the same available by the Company by such means and in such form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules to, any one of the joint holders shall for all purposes be deemed a sufficient service on or delivery to all the joint holders.

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1. Any such notice or other document if sent by post by the Company shall be deemed to have been served or delivered 24 hours after the time when it was put in the post (airmail if posted from Hong Kong to an address outside Hong Kong), and in proving such service or delivery it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post. Any notice or other document if delivered or left at a registered address otherwise than by post shall be deemed to have been served or delivered on the day it was so delivered or left or made available. Any notice or other document served by advertisement shall be deemed to have been served on the day of issue of the newspaper in which the advertisement is published. Any notice or other document if sent or otherwise made available by the Company by electronic means or in electronic form (including where applicable by way of publication on the Company’s website or computer network) shall be deemed to have been duly sent or made available at the time of transmission or as the case may be at the time when notice of publication on the Company’s website or computer network is given to the recipient; and in proving such transmission, publication or the giving of notice thereof, a certificate in writing signed by the Secretary or other person appointed by the Board as to the act and time of such transmission, publication or the giving of notice thereof, shall be conclusive evidence thereof. Where a notice or document is sent or made available to a person in electronic form, it shall be transmitted to the electronic address or computer network or website supplied by him to the Company for the giving of notice or delivery of or the giving of notice thereof document from the Company to him to the extent permitted by, and in accordance with, applicable laws and the Listing Rules.

2. Any notice or other document served on or delivered to or made available by the Company by such means or in such form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules to any Member shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless before the day of service or delivery of the notice or document or before the day the same is made available to him by such other means and in such other form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules, his name has been removed from the Register as the holder of the share, and such service or delivery or other act which is treated under the Ordinance as being as valid and effectual as service or delivery shall for all purposes be deemed a sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.’; and

3. (k) by adding the following Article 139A immediately after Article 139:

4. ‘139A. Where a person has in accordance with applicable laws, rules and regulations consented to receive notices and other documents from the Company in the English language only or the Chinese language only but not both, it shall be

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sufficient for the Company to serve on or deliver or make available to him any notice or document in such language only in accordance with these presents unless and until there is a notice of revocation or amendment of such consent given or deemed to have been given by such person to the Company in accordance with applicable laws, rules and regulations which shall have effect in respect of any notice or document to be served on or delivered to such person subsequent to the giving of such notice of revocation or amendment.’ ”

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

Hong Kong, 29th April, 2002

Registered Office:

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

Notes:

• (a) A member 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. 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.

• (b) With reference to the Ordinary Resolution proposed under item (2) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company pursuant to the mandate to be given thereunder, other than under the executive or employee share option or incentive scheme from time to time adopted by the Company or in accordance with the terms of issue of the 4% Convertible Bonds issued by the Company in November 1999.

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