International Genius Company — Proxy Solicitation & Information Statement 2002

Jul 30, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold all your shares in Asean Resources Holdings Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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.

ASEAN RESOURCES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

Executive Directors: Chan Boon Ho, Peter (Chairman) Cheng Kam Biu, Wilson Lo Lin Shing, Simon Chan Chi On, Derek Wong Kam Cheong, Stanley Lai Yu Ting Lai Hing Chiu, Dominic

Non-executive Director: To Hin Tsun, Gerald Independent Non-executive Directors: Cheung Hon Kit Ng Wai Hung

Registered Office: Clarendon House Church Street Hamilton HM11 Bermuda

Principal Place of Business in Hong Kong: 39th Floor New World Tower I 18 Queen’s Road Central Hong Kong

30th July, 2002

To the shareholders and, for information only, the holders of the share options of the Company

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SECURITIES

GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of Asean Resources Holdings Limited (the “Company”) to be held on 4th September, 2002 (the “Annual General Meeting”), an ordinary resolution

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will be proposed granting the directors of the Company (the “Directors”) a general and unconditional mandate to exercise all the powers of the Company to repurchase shares of the Company (the “Shares”) up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution (the “Repurchase Mandate”). The Repurchase Mandate, if granted, will continue in force until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Byelaws of the Company or any applicable law of Bermuda to be held; or (iii) its revocation or variation by an ordinary resolution of the shareholders in general meeting.

An explanatory statement in relation to this proposed Repurchase Mandate as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) is set out in the Appendix to this circular.

GENERAL MANDATE TO ISSUE SECURITIES

It will also be proposed at the Annual General Meeting an ordinary resolution for granting to the Directors a general mandate to allot, issue and deal with new Shares or securities convertible into such Shares or options, warrants or similar rights to subscribe for any Shares or convertible securities of the Company, the aggregate nominal amount of which shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution (the “Securities Issue Mandate”). The Securities Issue Mandate, if granted, will continue in force until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law of Bermuda to be held; or (iii) its revocation or variation by an ordinary resolution of the shareholders in general meeting.

In addition, if the Repurchase Mandate is granted, an ordinary resolution will be proposed at the Annual General Meeting providing that any Shares repurchased under the Repurchase Mandate (up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the grant of the Repurchase Mandate) will be added to the total number of Shares which may be allotted and issued under the Securities Issue Mandate.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting is contained in the 2002 Annual Report of the Company sent to the shareholders together with this circular and a proxy form for use at the Annual General Meeting is therein enclosed. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form and return it to the Company’s branch share registrars in Hong Kong, Tengis Limited, at 4th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the proxy form will not prevent shareholders of the Company from attending and voting in person if they so wish.

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RECOMMENDATION

The Directors are of the opinion that the proposed Repurchase Mandate and Securities Issue Mandate are in the best interests of the Company and accordingly recommend the shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

Yours faithfully, Chan Boon Ho, Peter Chairman

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EXPLANATORY STATEMENT

APPENDIX

This explanatory statement contains the information as required by the Listing Rules. Its purpose is to provide shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

1. PROPOSED REPURCHASE MANDATE

As at 23rd July, 2002, being the latest practicable date prior to the printing of this circular for ascertaining information in this circular (the “Latest Practicable Date”), the issued share capital of the Company comprised 1,286,482,836 Shares. As at such date, there were outstanding share options granted under the Company’s share option scheme entitling the holders thereof to subscribe for an aggregate of 104,200,000 Shares at an exercise price of HK$0.68 per Share (subject to adjustment). Subject to the passing of the ordinary resolution of the shareholders of the Company approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to purchase a maximum of 128,648,283 Shares, all of which must be fully-paid up.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its shareholders and will provide the Directors the flexibility to repurchase Shares in the market when appropriate and beneficial to the Company. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-laws and the laws of Bermuda. It is expected that the Company will fund any repurchase of Shares from its internal resources.

The Company shall not repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) for a consideration other than cash or settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

There might not be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts for the year ended 31st March, 2002 as contained in the 2002 Annual Report) in the event that the Repurchase Mandate was to be exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital or gearing ratio of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX

4. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules) has any present intention to sell Shares to the Company under the Repurchase Mandate if it is approved by the shareholders.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company or has undertaken not to do so in the event that the Company is authorised to make repurchases of Shares.

5. SHARE PRICES

The highest and lowest market prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date were as follows:–

	Per	Share
	Highest Price	Lowest Price
	HK$		HK$
2001
July	0.92		0.80
August	0.95		0.85
September	0.85		0.64
October	0.66		0.54
November	0.64		0.52
December	0.60		0.54
2002
January	0.67		0.57
February	0.63		0.58
March	0.62		0.57
April	0.63		0.59
May	0.66		0.62
June	0.65		0.53

6. EFFECT OF THE TAKEOVER CODE

Repurchase of Shares may result in an increase in the proportionate interests of a shareholder of the Company in the voting rights of the Company and such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of The Hong Kong Code on Takeovers and Mergers (the “Takeover Code”). As a result, a shareholder, or group of

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EXPLANATORY STATEMENT

APPENDIX

shareholders acting in concert, depending on the level of increase of the shareholder’s interests, 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.

As at the Latest Practicable Date, United Goal Development Limited (“United Goal”), a company equally owned by Mr. Chan Boon Ho, Peter (“Mr. Chan”) and Chow Tai Fook Enterprises Limited, owned approximately 68.31% of the issued share capital of the Company. Other than his interests in United Goal, Mr. Chan personally owned approximately 6% of the Company’s issued share capital. United Goal and Mr. Chan (collectively the “Controlling Shareholders”) in aggregate owned approximately 74.31% of the issued share capital of the Company. In the event that the Directors should exercise in full of the Repurchase Mandate and assuming that no share options are being exercised, the aggregate interest of the Controlling Shareholders in the issued share capital of the Company would be increased to approximately 82.57%. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code but would result in the aggregate amount of Shares in public hands being reduced to less than 25%. The Directors will be cautious in exercising the Repurchase Mandate and have no intention to exercise the Repurchase Mandate to such extent as to jeopardise the public float requirement.

7. SHARE REPURCHASE MADE BY THE COMPANY

The Company has not repurchased any of its Shares on the Stock Exchange or otherwise during the previous six months from the Latest Practicable Date.

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