Kingwell Group Limited — Proxy Solicitation & Information Statement 2004

Apr 30, 2004

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 advisers.

If you have sold or transferred all your shares in FT Holdings International Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or other 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.

FT HOLDINGS INTERNATIONAL LIMITED 星采控股有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 559)

GENERAL MANDATES TO ISSUE NEW SHARES

AND TO REPURCHASE SHARES

AND

PROPOSED AMENDMENTS TO THE BYE-LAWS

A notice convening the annual general meeting of FT Holdings International Limited to be held at Unit 501, 5th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong on 25 May 2004 at 10:00 a.m. is set out on pages 14 to 30 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 less than 48 hours before the time for holding the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the annual general meeting or any adjourned meeting should you so wish.

Hong Kong, 26 April 2004

* For identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandates to Issue New Shares and
to Repurchase its Own Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reasons for Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Funding of Repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Disclosure of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Share Purchase made by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Director’s Undertaking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Takeovers Code Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Market Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Shareholders’ Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Proposed Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Documents for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

• 1 -

DEFINITIONS

“Annual General Meeting”	the annual general meeting of the Company to be held at 10:00
	a.m. on 25 May 2004, notice of which is set out on pages 14 to 30
	of this circular
“associates”	has the same meaning as defined in the Listing Rules
“Board”	the board of Directors (or a duly authorised committee thereof)
“Bye-laws”	the bye-laws of the Company
“Companies Act”	the Companies Act 1981 of Bermuda
“Company”	FT Holdings International Limited, a company incorporated in
	Bermuda with limited liability, the securities of which are listed
	on the main board of the Stock Exchange
“Directors”	the directors of the Company
“General Mandates”	the Share Issue Mandate and the Repurchase Mandate
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	23 April 2004, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information included herein
“Listing Rules”	Rules Governing the Listing of Securities on the Stock Exchange
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted at
	the Annual General Meeting to the Directors to exercise all the
	powers of the Company to repurchase Shares
“Share Issue Mandate”	a general and unconditional mandate proposed to be granted at
	the Annual General Meeting to the Directors to exercise all the
	powers of the Company to issue, allot and otherwise deal with
	new Shares

• 2 -

DEFINITIONS “Shareholders” holders of Shares “Shares” ordinary shares of HK$0.01 each in the capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Code on Takeovers and Mergers “HK$” and “cents” Hong Kong dollars and cents respectively

• 3 -

LETTER FROM THE BOARD

FT HOLDINGS INTERNATIONAL LIMITED 星采控股有限公司[*]

(Incorporated in Bermuda with limited liability)

Executive Directors:

Mr. Ng Tak Chak, Nelson Mr. Chu Yuk Kuen Mr. Lam Kwan Sing Mr. Lei Hong Wai

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Mr. Yip Kwok Cheung

Head office and principal place

Independent Non-executive Directors:

Mr. Chun Jay Ms. Lo Miu Sheung, Betty

of business in Hong Kong: Unit 501, 5th Floor

Riley House 88 Lei Muk Road Kwai Chung New Territories Hong Kong

26 April 2004

To the shareholders of the Company

Dear Sir/Madam,

GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES AND PROPOSED AMENDMENTS TO THE BYE-LAWS

INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make a decision on whether to vote for or against the ordinary and special resolutions to be proposed at the Annual General Meeting which has been convened for the purpose of considering and if thought fit, approving, inter alia:

• the grant of the Share Issue Mandate and Repurchase Mandate to the Directors to issue new Shares and repurchase Shares; and

• For identification purposes only

• 4 -

LETTER FROM THE BOARD

• the proposed amendments to the Bye-laws.

A notice of the Annual General Meeting is set out on pages 14 to 30 of this circular.

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES

At the last special general meeting of the Company held on 4 December 2003, the Directors were granted a general mandate to allot and issue Shares and a general mandate to repurchase Shares. These mandates will expire at the conclusion of the Annual General Meeting. The Directors propose to seek the approval of the Shareholders at the Annual General Meeting by way of passing ordinary resolutions for the grant of:

• the Share Issue Mandate to issue Shares up to a maximum of 20% of the Shares in issue as at the date of passing of the relevant resolution; and

• the Repurchase Mandate to repurchase Shares up to a maximum of 10% of the Shares and in issue as at the date of passing of the relevant resolution.

Whilst the Directors do not presently intend to repurchase any Shares, they believe that the flexibility afforded by the Repurchase Mandate, if the ordinary resolution granting it is passed, would be beneficial to the Company.

As at the Latest Practicable Date for determining such figures, the issued share capital of the Company was 2,591,250,000 Shares. Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolution, the Directors would be authorised to repurchase up to 259,125,000 Shares during the period up to the next annual general meeting in 2005 or the expiration of the period within which the next annual general meeting of the Company is required by law to be held or the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first.

REASONS FOR REPURCHASE

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets of the Company and/or earnings and/or dividend per Share.

FUNDING OF REPURCHASES

Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company’s available cash flow or working capital facilities. Any repurchases will be made out of funds of the Company legally permitted to be utilised in this connection in accordance with its Bye-laws and the laws of Hong Kong and applicable laws of Bermuda, including profits otherwise available for distribution. Under Bermuda law, repurchases may only be effected out of the capital paid up on the repurchased

• 5 -

LETTER FROM THE BOARD

Shares or out of funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company’s share premium account.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements as at 31 December 2003) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

None of the Directors, and to the best of their knowledge, having made all reasonable enquiries, none of their associates, has any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company or its subsidiaries.

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell any Shares to the Company, or that he has undertaken not to sell any Shares held by him to the Company, in the event that the Repurchase Mandate is granted by the Shareholders at the Annual General Meeting and is exercised.

SHARE PURCHASE MADE BY THE COMPANY

There have been no repurchases of Shares by the Company during the six months prior to the date of this document (whether on the Stock Exchange or otherwise).

DIRECTOR’S 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.

TAKEOVERS CODE CONSEQUENCES

If as a result of a repurchase of Shares a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date for determining the relevant figures, China Star HK Entertainment Company Limited (“China Star”), the single largest Shareholder, is holding 518,250,000 Shares representing approximately

• 6 -

LETTER FROM THE BOARD

20 per cent. of the entire issued Shares of the Company. Assuming the Repurchase Mandate is exercised in full and there is not any issue of new Shares by the Company, the shareholding of China Star will be increased to 22.22 per cent. of the entire issued Shares of the Company and therefore no obligation would arise in accordance with Rule 26 of the Takeovers Code. Apart from China Star, the Directors are not aware of any Shareholder, or group of Shareholders acting in concert who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code in the event that the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate.

MARKET PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date were as follows:

	Share	prices
	Highest	Lowest
	HK$	HK$
2003
April	0.072	0.057
May	0.070	0.032
June	0.060	0.035
July	0.056	0.036
August	0.134	0.030
September	0.140	0.118
October	0.133	0.052
November	0.062	0.042
December	0.055	0.038
2004
January	0.056	0.045
February	0.078	0.045
March	0.076	0.060
April (up to and including the Latest Practicable Date)	0.087	0.040

SHAREHOLDER’S APPROVAL

All repurchases of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of General Mandate or by specific approval in relation to a specific transaction.

• 7 -

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE BYE-LAWS

With the coming into effect of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”) on 1 April 2003, the Securities and Futures (Clearing Houses) Ordinance (Chapter 420 of the Laws of Hong Kong) (the “repealed Ordinance”) was repealed. As the Bye-laws have made reference to the repealed Ordinance, the Directors propose to amend the Bye-laws to bring them in line with the changes brought upon by the enactment of the SFO.

Besides, on 30 January 2004, the Stock Exchange has announced that subject to certain transitional arrangements, the proposed amendments to the Listing Rules relating to corporate governance issues has taken effect on 31 March 2004. The Company is required to amend the Bye-laws to reflect such changes.

The major proposed amendments to the Bye-laws therefore include:

• (1) the addition of the definition of “associate” which have the same meaning as defined in the Listing Rules;

• (2) the amendments to the definition of “clearing house”;

• (3) the addition of the form of electronic display in the “expressions referring to writing”;

• (4) the clarification that reduction of authorized or issued share capital to be made as expressly permitted by the Companies Act;

• (5) the amendments that preference shares may be issued or converted into Shares subject to the Bye-laws of the Company and special rights conferred to such holders of any shares or attaching to any class of shares;

• (6) the amendments that if the Company purchases for redemption a redeemable share, the maximum price to be determined in general meeting;

• (7) the addition of the requirement that the quorum of separate general meeting should include a member being a corporation represented by its authorized representative;

• (8) the addition of the requirement that the disposal of unissued shares of the Company should be subject to the direction given by the Company in general meeting;

• (9) the addition of the requirement that Company shall keep a register of its members the Shares that are not fully paid;

• (10) the addition of the requirement that the notice given by the Register be made by any means as may be accepted by the Stock Exchange.

• 8 -

LETTER FROM THE BOARD

• (11) the addition of the requirement that the transfer of Shares be made in accordance with the prescribed form set out by the Stock Exchange;

• (12) the addition of the requirement that the registration of the transfers of Shares be made in such manner as may be accepted by the Stock Exchange;

• (13) the addition of the requirement that in the case member present in person, a corporate member shall be represented by its authorised representative;

• (14) the addition of the requirement that where more than one proxy is appointed by a member which is a clearing house, each such proxy shall have one vote on a show of hands;

• (15) the addition of the requirement that a member of the Company shall abstain from voting at any resolution of the Company, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted;

• (16) the clarification of the rights of proxy at a meeting of the Company;

• (17) the clarification of the rights of members which is a clearing house at the meeting of the Company;

• (18) the addition of the requirement that to the director can be elected or appointed at any special general meeting of the Company;

• (19) the amendments to the removal of Director by ordinary resolution instead of special resolution;

• (20) the addition of the requirement that the minimum 7 days period for lodgment by Shareholders of the notice to nominate a Director shall commence no earlier than the day after the dispatch of the notice of the meeting appointed for such election and end no later than seven days prior to the date of such meeting;

• (21) the amendments to the resignation of Directors to the effect that resignation letter be tendered at a meeting of the Board without the necessity that it is to be resolved to accept such resignation;

• (22) the amendments to the voting of Directors that a Director shall abstain from voting at the board meeting on any matter in which the Director or any of his associates has a material interest;

• (23) the addition of the requirement that Directors may participate in any meeting of the board by means of electronic telephone conference;

• 9 -

LETTER FROM THE BOARD

• (24) the modification of the written resolutions signed by all Directors to make it that no Director is aware of or has received any objection to the resolution from any Director;

• (25) the amendments that only all resolutions and proceedings of each general meeting of the members and meetings of the Board to be entered in books;

• (26) the addition of the requirement that the Director may be authorized to destruct documents which have been microfilmed or electronically stored by the Company;

• (27) the addition of the requirement that the relevant accounting records should be sent to the Shareholders in accordance with the Listing Rules and all applicable laws and regulations;

• (28) the addition of the requirement that provided that it is permitted by law and/or the Listing Rules, any person who is entitled to the annual financial statements of the Company be entitled to demand such annual financial statements and the Directors’ report;

• (29) the amendments to the notice period for giving nomination to auditors be changed from 14 days to 21 days before the annual general meeting;

• (30) the amendments that the auditors should disclose the auditing standards of a country or jurisdiction other than Bermuda;

• (31) the addition to the requirements that notice given by the Company to its members can be made by way of electronic communications in accordance with the applicable laws and regulations.

ANNUAL GENERAL MEETING

The notice of Annual General Meeting is set out on pages 14 to 30 of this circular. A form of proxy for use at the Annual General Meeting is enclosed and whether you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the office of the Company’s branch share registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time limit fixed for holding the Annual General Meeting. Completion of the form of proxy and returning it to the Company’s branch share registrar in Hong Kong will not preclude you from attending, and voting at, the Annual General Meeting if you so wish.

At the Annual General Meeting, resolutions put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded :

• (a) by the chairman of such meeting; or

• (b) by at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

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LETTER FROM THE BOARD

• (c) by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or

• (d) by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

RE-ELECTION OF DIRECTORS

According to Article 86(2) of the Bye-laws of the Company, any Director appointed by the Board to fill a casual vacancy shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, at the Annual General Meeting, Mr. Ng Tak Chak, Nelson, Mr. Lei Hong Wai, Mr. Yip Kwok Cheung, Mr. Chun Jay and Ms. Lo Miu Sheung, Betty, who are so appointed, shall hold office until the next Annual General Meeting of the Company and being eligible, each of them will offer himself/herself for re-election. At the Annual General Meeting, ordinary resolution will be proposed to re-elect them as Directors. Brief biographies of each of them are as follows:

Mr. Ng Tak Chak, Nelson , aged 39, is the Chairman of the Company since December 2003. Mr. Ng has over twenty years’ experience in the financial markets and is also an executive director of a listed company in Hong Kong. He is responsible for formulating the Group’s overall business strategy and policy making. Save as disclosed above, Mr. Ng does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Within the meaning of Part XV of the SFO, Mr. Ng does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations. There is no service contract signed between the Company and Mr. Ng but Mr. Ng is entitled to a monthly salary of HK$20,000 from a subsidiary of the Company. The emoluments of Mr. Ng are determined by the board of that subsidiary.

Mr. Lei Hong Wai , aged 35, is the chief executive officer and an executive director of Riche Multi-Media Holdings Limited, a company whose issued shares are listed on Stock Exchange. Mr. Lei has worked for a film production and distribution company in Hong Kong and has more than eight years’ experience in the industry. Mr. Lei was appointed as an executive director of the Company in September 2003. Mr. Lei is the director nominated by the substantial shareholder, China Star. Save as disclosed above, Mr. Lei does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Within the meaning of Part XV of the SFO, Mr. Lei does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations. There is no service contract between the Company and Mr. Lei and no emolument is received by Mr. Lei.

• 11 -

LETTER FROM THE BOARD

Mr. Yip Kwok Cheung , aged 47, is appointed as an executive director of the Company in December 2003. He is responsible for the Group’s business development. Mr. Yip holds a bachelor degree in Computer Science and has over 17 years’ experience in the technology industry. Before joining the Group in July 2000, he worked for an international company and is responsible for its overall e-business strategic planning. Save as disclosed above, Mr. Yip does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Within the meaning of Part XV of the SFO, Mr. Yip does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations. There is no service contract signed between the Company and Mr. Yip but Mr. Yip is entitled to a monthly salary of HK$60,000 from the subsidiary of the Company. The emolutions of Mr. Yip are determined by board of that subsidiary.

Mr. Chun Jay , aged 39, holds a bachelor degree in computer science from the Shanghai University of Science and Technology. He has a solid background in information technology and marketing and over 14 years of management and investment experience. Mr. Chun is also a Chairman and Managing Director of a listed company in Hong Kong. Save as disclosed above, Mr. Chun does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Within the meaning of Part XV of the SFO, Mr. Chun does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations. There is no service contract between the Company and Mr. Chun and so no emolution is received by Mr. Chun.

Ms. Lo Miu Sheung, Betty , aged 41, graduated from The University of Hong Kong with a bachelor degree in Laws, is a qualified solicitor in Hong Kong, Singapore and England and Wales. Ms. Lo has more than 14 years of experience in general legal practice. She is currently a consultant of Messrs. K.C. Ho & Fong, Solicitors. Save as disclosed above, Ms. Lo does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. In accordance with the meaning of Part XV of the SFO, Ms. Lo does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. There is no service contract between the Company and Ms. Lo and so no emolution is received by Ms. Lo.

RESPONSIBILITY STATEMENT

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 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.

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LETTER FROM THE BOARD

RECOMMENDATION

Your Directors consider that the granting of the General Mandates and the amendments to the existing Bye-laws of the Company are in the interests of and for the benefit of the Company and the Shareholders and accordingly the Directors recommend you to vote in favour of these resolutions to be proposed at the Annual General Meeting.

DOCUMENTS FOR INSPECTIONS

The following documents will be available for inspection at the office of Arculli and Associates at their offices at Room 2018 Hutchison House, Central, Hong Kong during normal business hours as from the date of this circular up to the date of the Annual General Meeting:

• (a) the amended Bye-laws to be adopted at the Annual General Meeting; and

• (b) a copy of the Companies Act.

Yours faithfully,

For and on behalf of the Board

Ng Tak Chak, Nelson Chairman

• 13 -

NOTICE OF ANNUAL GENERAL MEETING

FT HOLDINGS INTERNATIONAL LIMITED 星采控股有限公司[*]

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of FT Holdings International Limited (the “Company”) will be held at Unit 501, 5th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong on 25 May 2004 at 10:00 a.m. for the following purposes:

As ordinary business:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 December 2003.

2. To re-elect directors and to authorise the Board to fix the directors’ remuneration.

3. To re-appoint auditors and authorise the Board to fix their remunerations.

As special business:

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, pass with or without modifications, the following resolutions as Ordinary Resolutions:

2. A. “THAT :

   • (a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) of this Resolution) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares, options, warrants or similar rights to subscribe for any shares in the Company, and to make and grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

* For identification purposes only

• 14 -

NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this Resolution shall authorise the directors of the Company during the Relevant Period to make and grant offers, agreements and options which would or 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 of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to the shares of the Company issued as a result of a Rights Issue (as defined in paragraph (d) of this Resolution) or pursuant to the exercise of options under any share option scheme or similar arrangement or any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of the dividend on the shares of the Company in accordance with the Company’s Bye-laws, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly; and

• (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 the Company;

• (ii) the end 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) revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting;

“Rights Issue” means an offer of shares in the capital of the Company open for a period fixed by the directors of the Company to the holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions 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, or in any territory outside, Hong Kong).”

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NOTICE OF ANNUAL GENERAL MEETING

• B. “THAT :

• (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) of this Resolution) of all the powers of the Company to repurchase its own shares 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 recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval mentioned in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution the expression “Relevant Period” shall have the same meaning as assigned to it under Ordinary Resolution 4A(d) of this notice.”

• C. “THAT conditional upon Resolutions 4A and 4B being passed, the aggregate nominal amount of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors as mentioned in Resolution 4B above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to Resolution 4A, provided that the amount of share capital repurchased by the Company shall not exceed 10 per cent. of the total nominal amount of the share capital of the Company in issue on the date of this Resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

1. To consider, and if thought fit, pass with or without modifications, the following resolution as a Special Resolution:

2. “ THAT the Bye-laws of the Company be hereby amended as follows:–

3. (a) Bye-law 1

   • (i) By inserting the following new definition in Bye-law 1:–

     • “associate” the meaning attributed to it in the rules of the Designated Stock Exchange.”;

   • (ii) By substituting the existing definition of “clearing house” with the following new definition in Bye-law 1:–

     • “clearing house” a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction.”;

4. (b) Bye-law 2(e)

By substituting the existing Bye-law 2(e) with the following new Bye-law 2(e): –

• “(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;”;

• (c) Bye-law 2(j)

By replacing the full stop “.” appearing at the end of Bye-law 2(j) with a semi-colon “;”, by inserting the word “and” immediately after the semi-colon and by inserting the following new Bye-law 2(k):–

• “(k) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.”;

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• (d) Bye-law 6

By substituting the existing Bye-law 6 with the following new Bye-law 6:–

• “6. The Company may from time to time by special resolution, subject to any confirmation or consent required by law, reduce its authorised or issued share capital or, save for the use of share premium as expressly permitted by the Act, any share premium account or other undistributable reserve.”;

• (e) Bye-law 9

• (i) By inserting after the words “Subject to Sections 42 and 43 of the Act,” appearing in the beginning of Bye-law 9, the words “these Bye-laws, and to any special rights conferred on the holders of any shares or attaching to any class of shares,”; and

• (ii) By inserting the following new sentences at the end of Bye-law 9:–

“Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases. If purchases are by tender, tenders shall be available to all Members alike.”;

• (f) Bye-law 10(a)

• (i) By inserting after the words “two persons” appearing in the second line of Bye-law 10(a) with the words “(or in the case of a Member being a corporation, its duly authorised representative)”; and

• (ii) By inserting after the words “two holders present in person” appearing in the fourth line of Bye-law 10(a), the words “(or in the case of a Member being a corporation, its duly authorised representative)”;

• (g) Bye-law 12(1)

By substituting in Bye-law 12(1), the words “Subject to the Act, and these Bye-laws” with the following words:–

“Subject to the Act, these Bye-laws, any direction that may be given by the Company in general meeting”;

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NOTICE OF ANNUAL GENERAL MEETING

• (h) Bye-law 43(1)(a)

By inserting, in Bye-law 43(1)(a), after the words “the name and address of each Member, the number and class of shares held by him and,” the words “in respect of any shares that are not fully paid,”;

• (i) Bye-law 44

By inserting, in Bye-law 44, after the words “any other newspapers in accordance with the requirements of any Designated Stock Exchange”, the following words:–

“or by any means in such manner as may be accepted by the Designated Stock Exchange”;

• (j) Bye-law 46

By substituting the existing Bye-law 46 with the following new Bye-law 46:

• “46. Subject to these Bye-laws, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.”;

• (k) Bye-law 47

By substituting the words “Save as provided” appearing at the beginning of the second sentence in Bye-law 47 with the words “Without prejudice to”;

• (l) Bye-law 51

By inserting, in Bye-law 51, after the words “by advertisement in an appointed newspaper and, where applicable any other newspapers in accordance with the requirements of any Designated Stock Exchange”, the following words:–

“or by any means in such manner as may be accepted by the Designated Stock Exchange”;

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NOTICE OF ANNUAL GENERAL MEETING

• (m) Bye-law 61(2)

By substituting the second sentence in Bye-law 61(2) with the following new sentence:–

“Two (2) Members entitled to vote and present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy shall form a quorum for all purposes.”;

• (n) Bye-law 66

By substituting the existing Bye-law 66 with the following new Bye-law 66:–

• “66. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye-laws, at any general meeting on a show of hands every Member present in person (or being a corporation, is present by a representative duly authorised under Section 78 of the Act), or by proxy shall have one vote and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. Notwithstanding anything contained in these Byelaws, where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of such meeting; or

• (b) by at least three Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Member or Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

• (d) by a Member or Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

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NOTICE OF ANNUAL GENERAL MEETING

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.”;

• (o) Bye-law 76(1) and 76(2)

By re-numbering the existing Bye-law 76 as Bye-law 76(1) and by inserting the following new Bye-law 76(2):

• “(2) Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.”;

• (p) Bye-law 78

By substituting the existing Bye-law 78 with the following new Bye-law 78:–

• “78. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.”;

• (q) Bye-law 84(2)

By substituting the existing Bye-law 84(2) with the following new Bye-law 84(2):–

• “(2) Where a Member is a clearing house (or its nominee(s) and, in each case, being a corporation), it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Bye-law shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the

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NOTICE OF ANNUAL GENERAL MEETING

Company held by the clearing house (or its nominee(s)) in respect of the number and class of shares specified in the relevant authorisation including the right to vote individually on a show of hands.”

• (r) Bye-law 86(1)

By substituting the existing Bye-law 86(1) with the following new Bye-law 86(1):–

• “(1) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place at the statutory meeting of Members and thereafter at the annual general meeting in accordance with Bye-law 87 or at any special general meeting and shall hold office until the next appointment of Directors or until their successors are elected or appointed. Any general meeting may authorise the Board to fill any vacancy in their number left unfilled at a general meeting.”

• (s) Bye-law 86(4)

By substituting the existing Bye-law 86(4) with the following new Bye-law 86(4):–

• “(4) The Members may, at any general meeting convened and held in accordance with these Bye-laws, by ordinary resolution remove a Director at any time before the expiration of his period of office notwithstanding anything to the contrary in these Bye-laws or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement) provided that the Notice of any such meeting convened for the purposes of removing Director shall contain a statement of the intention so to do and be served on such Director fourteen (14) days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for his removal.”

• (t) Bye-law 88

by substituting the existing Bye-law 88 with the following new Bye-law 88:–

“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 a Notice signed by a Member (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 shall have been lodged at the head

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NOTICE OF ANNUAL GENERAL MEETING

office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that the period for lodgment of such Notice(s) shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.”;

• (u) Bye-law 89(1)

By deleting the words “whereupon the Board resolves to accept such resignation” appearing at the end of Bye-law 89(1);

• (v) Bye-law 103

By substituting the existing Bye-law 103 with the following new Bye-law 103:–

• “103(1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associate is materially interested, but this prohibition shall not apply to any of the following matters namely:

• (i) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;

• (ii) any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;

• (iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

• (iv) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

• (v) any contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or a shareholder or in which the Director and his associates are not in aggregate beneficially interested in five (5) per cent or more of the issued shares or of the voting rights of any class of shares of such company (or of any third company through which his interest or that of any of his associates is derived); or

• (vi) any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to directors, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates.

• (2) A company shall be deemed to be a company in which a Director and/or his associate(s) owns five (5) per cent. or more if and so long as (but only if and so long as) he and/or his associates, (either directly or indirectly) are the holders of or beneficially interested in five (5) per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder.

• (3) Where a company in which a Director and/or his associate(s) holds five (5) per cent. or more is materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.

• (4) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the

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nature or extent of the interest of the Director concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.”

• (w) Bye-law 116(2)

By inserting the word “, electronic” after the words “conference telephone” appearing in the second line of Bye-law 116(2);

• (x) Bye-law 122

By substituting the existing Bye-law 122 with the following new Bye-law 122:–

• “122. A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill, health or disability, and all the alternate Directors, if appropriate, whose appointors are temporarily unable to act as aforesaid shall be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held provided that such number is sufficient to constitute a quorum and that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Bye-laws and further provided that no Director is aware of or has received any objection to the resolution from any Director. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid.”;

• (y) Bye-law 133(1)(c)

By substituting the existing Bye-law 133(1)(c) with the following new Bye-law 133(1)(c):–

• “(c) of all resolutions and proceedings of each general meeting of the Members and meetings of the Board,”;

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• (z) Bye-law 136(1) and 136(2)

By renumbering the existing Bye-law 136 as Bye-law 136(1) and by inserting the following new Bye-law 136(2):–

• “(2) Notwithstanding any provision contained in these Bye-laws, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Bye-law and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Bye-law shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.”;

• (aa) Bye-law 153

By substituting the existing Bye-law 153 with the following new Bye-law 153:–

• “153. Subject to Section 88 of the Act and Bye-law 153A, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company in general meeting in accordance with the requirements of the Act provided that this Bye-law shall not require a copy of those documents to be sent to any person whose address the Company is not aware of or to more than one of the joint holders of any shares or debentures.”;

• (bb) Bye-law 153A

by inserting the following new Bye-law 153A:–

“To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable

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laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.”

• (cc) Bye-law 153B

by inserting the following new Bye-law 153B:–

“The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial report in accordance with Byelaw 153A shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153 and, if applicable, a summary financial report complying with Bye-law 153A, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.”

• (dd) Bye-law 154(2)

By substituting the words “fourteen (14) days” appearing in the fourth line of Byelaw 154(2) with the words “twenty-one (21) days”;

• (ee) Bye-law 159

by substituting the last sentence of Bye-law 159 with the following new sentence:–

“If the auditing standards of a country or jurisdiction other than Bermuda are used, the financial statements and the report of the Auditor should disclose this fact and name of such country or jurisdiction.”;

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• (ff) Bye-law 160

By deleting the word “given” appearing in the first line of Bye-law 160, by deleting the words “(where appropriate) any other” appearing in the second line of Bye-law 160 and by inserting, in Bye-law 160, the following:–

• (a) after the words “Any Notice” appearing at the beginning of Bye-law 160, the following words:–

“or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designed Stock Exchange), whether or not, to be given or issued under these Bye-laws”;

• (b) after the words “cable, telex or facsimile transmission message”, the words “or other form of electronic transmission or communication”;

• (c) after the words “by transmitting it to any such address or transmitting it to any telex or facsimile transmission number”, the words “or electronic number or address or website”; and

• (d) after the words “in accordance with the requirements of the Designated Stock Exchange”, the words “or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above.”;

• (gg) Bye-laws 161(a), 161(b), 161(c) and 161(d)

By deleting the word “and” appearing at the end of Bye-law 161(a) and by substituting the existing Bye-law 161(b) with the following new Bye-laws 161(b), 161(c) and 161(d):–

• “(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website or the website of the Designated Stock Exchange is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

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• (c) if served or delivered in any other manner contemplated by these Bye-laws, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch, transmission or publication; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence thereof; and

• (d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.”;

• (hh) Bye-law 163

By inserting, in Bye-law 163, after the words “a cable or telex or facsimile”, the following words:–

• “or electronic”.

By Order of the Board Ng Tak Chak, Nelson Chairman

Hong Kong, 26 April 2004

Registered office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong:

Unit 501, 5th Floor

Riley House 88 Lei Muk Road Kwai Chung New Territories Hong Kong

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Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which such proxy is so appointed.

2. A form of proxy for use at the meeting is enclosed. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the office of the Company’s branch share registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment hereof.

3. The register of members of the Company will be closed from 20 May 2004 to 25 May 2004 both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the right to attend and vote at the meeting all transfers accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 4:00 p.m. on 19 May 2004.

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