Long Investment Corp — Proxy Solicitation & Information Statement 2003

May 2, 2003

IMPORTANT

If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 Golden 21 Investment Holdings Limited, you should at once hand this circular and the enclosed form of proxy 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.

GOLDEN 21 INVESTMENT HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

Executive Directors: CHANG Chu Fai, Johnson Francis LIM Siang Kai SEE Lee Seng, Reason

Independent Non-Executive Directors: YUE Man Yiu, Matthew ZHENG Weihe

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681GT George Town Grand Cayman Cayman Islands British West Indies

Principal place of business: 907–8, Hutchison House 10 Harcourt Road Central, Hong Kong

30th April, 2003

To the shareholders of the Company

Dear Sir or Madam,

PROPOSAL FOR GENERAL MANDATE TO ISSUE NEW SHARES

INTRODUCTION

At the annual general meeting of Golden 21 Investment Holdings Limited (the ‘‘Company’’) to be held at 907–8, Hutchison House, 10 Harcourt Road, Central, Hong Kong on 26th May, 2003 at 9: 30 a.m. (‘‘AGM’’), resolution will be proposed to seek approval of the shareholders in respect of, among other matters, general mandate to be given to the directors of the Company (‘‘Directors’’) to issue new Shares.

The purpose of this circular is to provide you with further information on the general mandate to issue new Shares.

In this circular, ‘‘Shares’’ means ordinary shares of HK$0.10 each in the share capital of the Company.

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By written resolutions of the shareholders of the Company passed on 7th October, 2002, the Directors were granted a general mandate to allot, issue and deal with new Shares of up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the such resolutions. This general mandate will expire at the conclusion of the AGM.

The Directors consider that it is in the interests of the Company and its shareholders that the Directors should continue to be granted general mandate to allot, issue or deal with new Shares and to make or grant offers, agreements and options which would or might require the exercise of such powers.

GENERAL MANDATE TO ISSUE NEW SHARES

At the AGM, an ordinary resolution as set out in resolution 4 of the notice of AGM in the Annual Report of the Company will be proposed, inter alia, to grant to the Directors a general mandate to allot, issue and deal with new Shares and to make or grant offers, agreements and options which would or might require the exercise of such powers, with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of share capital of the Company in issue as at the date of the resolution, being 26th May, 2003 (the ‘‘AGM Date’’) during the period from the AGM Date to the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company, or any other applicable law of the Cayman Islands to be held; or (c) the passing of an ordinary resolution by the shareholders in general meeting revoking or varying the authority given to the Directors by the resolution to be sought at the AGM. As at 23rd April, 2003, being the latest practicable date for ascertaining certain information to be contained in this circular, there is 105,420,000 Shares in issue. Assuming there is no further Shares to be issued before the AGM, the general mandate to be sought at the AGM for issue of new Shares will be 21,084,000 Shares. Such mandate to issue Shares will give the Directors greater flexibility to issue Shares when it is in the interests of the Company.

The Directors do not have any present intention to allot and issue any new Shares under the general mandate to be sought at the AGM.

PROXY

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM in person, you are requested to complete and return the form of proxy to the Company’s share registrar and transfer office in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting should you so wish.

RECOMMENDATION

The Directors consider that the granting of general mandate to issue new Shares is in the best interests of the Company and its shareholders and accordingly recommend you to vote in favour of the ordinary resolution to be proposed at the AGM.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By order of the Board

Golden 21 Investment Holdings Limited Chang Chu Fai, Johnson Francis Executive Director

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