Long Investment Corp — Proxy Solicitation & Information Statement 2006

Aug 7, 2006

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 Shui On Construction and Materials Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer 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.

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(Incorporated in Bermuda with limited liability)
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(Stock Code: 983)

PROPOSED GRANT OF SHARE OPTIONS TO ELIGIBLE PARTICIPANT UNDER THE EXISTING SHARE OPTION SCHEME IN EXCESS OF 1% ENTITLEMENT

A notice convening a special general meeting of the Company to be held at Room 103, 1st Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong on 23 August 2006 at 3:15 p.m. (or so soon thereafter as the annual general meeting and the special general meeting of the Company convened at the same place and date at 3:00 p.m. and 3:10 p.m. respectively shall have been concluded or adjourned) is set out on pages 7 and 8 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the head office of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong as soon as possible and, in any event, not later than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

7 August 2006

• For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

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

“associate”	has the meaning set out in the Listing Rules
“Board”	the board of Directors or a duly authorised committee
	thereof
“Company”	Shui On Construction and Materials Limited, a
	company incorporated in Bermuda with limited liability
	and whose securities are listed on the Stock Exchange
“Directors”	the directors of the Company
“Existing Share Option Scheme”	the share option scheme of the Company adopted
	on 27 August 2002
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended from time to time
“Share(s)”	share(s) of HK$1.00 each in the issued share capital
	of the Company
“Shareholder(s)”	holders of Share(s) in issue
“Special General Meeting”	the special general meeting of the Company to be
	held on 23 August 2006 at 3:15 p.m. (or so soon
	thereafter as the annual general meeting and the
	special general meeting of the Company convened
	at the same place and date at 3:00 p.m. and 3:10
	p.m. respectively shall have been concluded or
	adjourned), notice of which is set out on pages 7
	and 8 of this circular, or any adjournment thereof
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“%”	per cent.

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

Executive Directors:

Mr. Vincent Lo Hong Sui (Chairman)

Mr. Lawrence Choi Yuk Keung (Vice-chairman)

Mr. Frankie Wong Yuet Leung (Chief Executive Officer) Mr. Raymond Wong Fook Lam Mrs. Vivien Lowe Hoh Wai Wan

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

Non-Executive Director:

Professor Michael John Enright

Independent Non-Executive Directors:

Mr. Anthony Griffiths Mr. Moses Cheng Mo Chi Professor K.C. Chan

Head office: 34th Floor Shui On Centre 6-8 Harbour Road Hong Kong

7 August 2006

To the Shareholders

Dear Sirs or Madam,

PROPOSED GRANT OF SHARE OPTIONS TO ELIGIBLE PARTICIPANT UNDER THE EXISTING SHARE OPTION SCHEME IN EXCESS OF 1% ENTITLEMENT

INTRODUCTION

The Company has adopted the Existing Share Option Scheme on 27 August 2002 for the purpose of attracting, retaining and motivating the eligible participants through the grant of share options of the Company.

Under Rule 17.03(4) of the Listing Rules, the total number of Shares issued and to be issued upon the exercise of the options granted to each participant of the Existing Share Option Scheme (including exercised, cancelled and outstanding options) in the 12-month period up to and including the date of further grant must not exceed 1% of the Shares, unless approval of the Shareholders is obtained.

• For identification purpose only

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LETTER FROM THE BOARD

On 1 August 2006, the Board proposed to grant options to an eligible participant under the Existing Share Option Scheme in excess of his maximum 1% entitlement, subject to the approval of Shareholders at the Special General Meeting. According to Rule 17.03(4) of the Listing Rules, the following information relating to such grant has to be provided in this circular in connection with seeking Shareholders’ approval for the grant of options to such eligible participant in excess of his maximum entitlement. At the Special General Meeting, this eligible participant and his associates will abstain from voting on the resolution approving the grant of such options by the Company.

INFORMATION REQUIRED BY RULE 17.03(4)

(a) Identity of the eligible participant

Mr. Frankie Wong Yuet Leung (“Mr. Wong”), the Director and the Chief Executive Officer of the Company.

(b) Terms of share options previously granted and proposed to be granted

Mr. Wong has been granted share options under the share option schemes of the Company. The Shares issued and to be issued upon exercise of the options granted to Mr. Wong (including both exercised and outstanding options) in the 12-month period immediately prior to 1 August 2006 were 1,960,000 Shares, the details of which are set out as follows:

		Approximate %
	Number of	of the Shares	Exercise
	underlying	in issue on	price
Name	shares	1 August 2006	per Share	Exercise period
Mr. Wong	1,960,000	0.71%	HK$6.00 to	At various
			HK$9.30	periods in
				respect of
				different batches
				of share options
				granted, up to
				26 August 2010

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LETTER FROM THE BOARD

It has been proposed by the Board on 1 August 2006 that options for 2,000,000 Shares be granted to Mr. Wong. The terms of the share options proposed to be granted to Mr. Wong under the Existing Share Option Scheme are as follows:

Approximate % Number of of the Shares Exercise underlying in issue on price Name shares 1 August 2006 per Share Exercise period Mr. Wong 2,000,000 0.72% HK$14.00 1 February 2007 (Note 1) to 31 July 2011

Note:

1. HK$14.00 represents the highest of: (a) the closing price of a Share on the date of proposed grant, i.e. 1 August 2006; and (b) the average closing price of the Shares for the 5 business days immediately preceding the date of proposed grant; and (c) the nominal value of a Share.

The aggregate number of Shares issued and to be issued upon exercise of all the options (including both exercised and outstanding options) granted and to be granted to Mr. Wong in the 12-month period up to and including 1 August 2006 will therefore be 3,960,000 Shares, assuming such options to be granted are accepted and immediately exercisable. Such Shares represent approximately 1.43% of the Shares in issue as at 1 August 2006 and are in excess of the 1% maximum entitlement of Mr. Wong under Rule 17.03(4) of the Listing Rules.

(c) Vesting of share options proposed to be granted

The share options proposed to be granted are not subject to any performance conditions and can be exercised in tranches during the exercise period.

(d) Restriction on disposal

There is no restriction on disposal attached to the Shares to be issued to Mr. Wong mentioned above upon the exercise of options proposed to be granted to him under the Existing Share Option Scheme.

(e) Amount payable upon acceptance of the share options

HK$1.00 is payable by Mr. Wong to the Company on acceptance of an offer of the share options.

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LETTER FROM THE BOARD

(f) Ranking of Shares

The Shares to be allotted upon the exercise of the options proposed to be granted to Mr. Wong will be subject to all the provisions of the bye-laws of the Company for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date of their allotment and issue, and accordingly will entitle the holder thereof to participate in all dividends or other distributions paid or made on or after the date of allotment and issue other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date of allotment and issue. Shares allotted and issued upon the exercise of an option shall not carry voting rights until the name of the grantee has been duly entered onto the register of members of the Company as the holder thereof.

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the Special General Meeting to be held at Room 103, 1st Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong on 23 August 2006 at 3:15 p.m. (or so soon thereafter as the annual general meeting and the special general meeting of the Company convened at the same place and date at 3:00 p.m. and 3:10 p.m. respectively shall have been concluded or adjourned) is set out on pages 7 and 8 of this circular.

A form of proxy for use at the Special General Meeting is enclosed. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the head office of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the Special General Meeting should you so wish.

POLL PROCEDURE

In accordance with bye-law 66 of the bye-laws of the Company, 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

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LETTER FROM THE BOARD

• (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.

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.

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, statements of fact expressed herein are true, accurate and not misleading, statements of opinion expressed herein have been arrived at after due and careful consideration and there are no other facts not contained in this circular the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors believe that the proposal for grant of share options in excess of the eligible participant’s maximum 1% entitlement in the 12-month period up to and including the date of the further grant are in the best interests of the Company and the Shareholders and accordingly recommends the Shareholders to vote in favour of the resolution to be proposed at the Special General Meeting.

Yours faithfully, By order of the Board Shui On Construction and Materials Limited Vincent Lo Hong Sui Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of Shui On Construction and Materials Limited (the “Company”) will be held at Room 103, 1st Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong on 23 August 2006 at 3:15 p.m. (or so soon thereafter as the annual general meeting and the special general meeting of the Company convened at the same place and date at 3:00 p.m. and 3:10 p.m. respectively shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

the grant of options to Mr. Frankie Wong Yuet Leung to subscribe for 2,000,000 shares of the Company under the existing share option scheme adopted by the Company on 27 August 2002 on the terms set out in the circular issued by the Company on 7 August 2006 be hereby authorized and approved and that the directors of the Company be authorized to take all such steps as may be necessary or desirable to implement the same.”

By Order of the Board Edmond Chong Wai Sang Company Secretary

7 August 2006

Notes:

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

• (2) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the head office of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

• (3) The register of members of the Company will be closed from Wednesday, 16 August 2006 to Wednesday, 23 August 2006, both days inclusive, during which period no transfer of shares will be effected.

• For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

The Directors of the Company as at the date of this notice are as follows:

Executive Directors:

Mr. Vincent Lo Hong Sui (Chairman), Mr. Lawrence Choi Yuk Keung (Vice-chairman), Mr. Frankie Wong Yuet Leung (Chief Executive Officer), Mr. Raymond Wong Fook Lam and Mrs. Vivien Lowe Hoh Wai Wan

Non-Executive Director:

Professor Michael John Enright

Independent Non-Executive Directors:

Mr. Anthony Griffiths, Mr. Moses Cheng Mo Chi and Professor K.C. Chan

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