Long Investment Corp — Proxy Solicitation & Information Statement 2008

Apr 29, 2008

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 or transferred all your shares in Shui On Construction and Materials Limited, you should at once hand this circular to the purchaser or 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.

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(Stock Code: 983)

RE-ELECTION OF DIRECTOR

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

AMENDMENTS TO BYE-LAWS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Shui On Construction and Materials Limited to be held at Room 103, 1st Floor, Shui On Centre, 6–8 Harbour Road, Hong Kong on Thursday, 29 May 2008 at 3: 00 p.m. is set out on pages 10 to 15 of this circular. Whether or not you are able to attend the meeting in person, 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 less than 48 hours before the time appointed for holding the meeting or any adjournment (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment (as the case may be) should you so wish.

• For identification purpose only

30 April 2008

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Re-election of Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to repurchase Shares and to issue Shares . . . . . . . . . . . . . . . . . . .	3
Amendments to Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Procedure for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I — DETAILS OF DIRECTOR PROPOSED
TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II — EXPLANATORY STATEMENT FOR
THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

– i –

DEFINITIONS

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

• ‘‘AGM’’ the annual general meeting of the Company convened to be held on Thursday, 29 May 2008 at 3: 00 p.m., the notice of which is set out on pages 10 to 15 of this circular

• ‘‘Bye-laws’’ the Bye-laws of the Company, as amended, modified or otherwise supplemented from time to time

• ‘‘Board’’ the board of Directors

• ‘‘CG Code’’ the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules

• ‘‘Company’’ Shui On Construction and Materials Limited, a company incorporated in Bermuda whose securities are listed on the main board of the Stock Exchange

• ‘‘Directors’’ the directors of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable 25 April 2008, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information contained herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Repurchase Mandate’’ a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares in the manner not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant resolution

• ‘‘Share(s)’’ the share(s) of HK$1.00 each in the capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Shares

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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(Stock Code: 983)

Executive Directors:

Mr. Lo Hong Sui, Vincent (Chairman)

Mr. Choi Yuk Keung, Lawrence (Vice-Chairman)

Mr. Wong Yuet Leung, Frankie (Chief Executive Officer) Ms. Lau Jeny (Chief Financial Officer)

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Mrs. Lowe Hoh Wai Wan, Vivien

Non-executive Director: Professor Michael Enright

Independent Non-executive Directors:

Mr. Anthony Griffiths

Head Office and Principal Place of Business in Hong Kong: 34th Floor, Shui On Centre 6–8 Harbour Road Hong Kong

Mr. Cheng Mo Chi, Moses

Mr. Gerrit de Nys

30 April 2008

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AMENDMENTS TO BYE-LAWS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to approve, inter alia, (i) the re-election of Director, (ii) the grant of the general mandates to repurchase Shares and to issue Shares, and (iii) the amendments to the Bye-laws.

The purpose of this circular is to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for and against the proposed resolutions at the AGM.

• For identification purpose only

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTOR

At the forthcoming AGM, Mrs. Lowe Hoh Wai Wan, Vivien and Mr. Cheng Mo Chi, Moses will retire from office by rotation in accordance with Bye-law 87 of the Bye-laws and Mrs. Lowe Hoh Wai Wan, Vivien, being eligible, will offer herself for re-election while Mr. Cheng Mo Chi, Moses does not seek re-election. Pursuant to Rule 13.74 of the Listing Rules, the details of the Director proposed to be re-elected at the AGM are set out in Appendix I to this circular.

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

At the annual general meeting of the Company held on 5 June 2007, ordinary resolutions were passed giving general mandates to the Directors (i) to repurchase Shares on the Stock Exchange up to 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the resolution; and (ii) to allot, issue and otherwise deal with Shares up to a limit equal to (a) 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the resolution, plus (b) the nominal amount of any Shares repurchased by the Company.

These general mandates will expire at the conclusion of the forthcoming AGM, which will be held on Thursday, 29 May 2008. Ordinary resolutions will be proposed to renew these mandates. However, the Directors do not at present have any intention to exercise the power to repurchase or issue Shares pursuant to the relevant proposed mandates.

At the Latest Practicable Date, the number of Shares in issue was 321,675,239 Shares. Subject to the passing of the resolution granting the Directors the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased after the Latest Practicable Date and up to the date of the passing of such resolution, the exercise in full of the Repurchase Mandate would result in the repurchase of up to a maximum of 32,167,523 Shares.

The explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix II to this circular.

AMENDMENTS TO BYE-LAWS

Code Provision A.4.2 of the CG Code requires that all Directors appointed to fill a casual vacancy should be subject to election by Shareholders at the first general meeting after their appointment and every Director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years. Currently, Directors of the Company do not retire strictly under Code Provision A.4.2, but in accordance with the Bye-laws which stipulates that one-third of the Directors, except the Chairman and the Managing Director, shall retire from office by rotation at each annual general meeting of the Company and any Director appointed 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.

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LETTER FROM THE BOARD

The Board considers that all Directors (save for the Chairman and the Chief Executive Officer) are subject to retirement and re-election on a periodic basis under the Bye-laws. The Board also considers that the continuity of leadership is important for the stability and growth of the Company and that both the Chairman and the Chief Executive Officer should not be subject to retirement or hold office for a limited term. Notwithstanding this view, the Board has further reviewed such Code Provision and considered making appropriate arrangement to comply fully with such Code Provision in order to further enhance its corporate governance standards to a level comparable with international best practices.

In compliance with Code Provision A.4.2 of the CG Code, Mr. Gerrit de Nys and Ms. Lau Jeny, the Directors who have been appointed to fill casual vacancies, have retired and offered themselves for re-election at a special general meeting of the Company held on 23 April 2008, being the first general meeting after their appointment. They have been re-elected as Directors at the said meeting.

At the AGM, a special resolution will be proposed to amend the Bye-laws so that all Directors appointed to fill a casual vacancy shall be subject to re-election by Shareholders at the first general meeting after their appointment and all Directors (including the Chairman and the Chief Executive Officer) shall be subject to retirement by rotation once every three years. Further amendments are also proposed to bring the Bye-laws in line with the requirements of the Listing Rules and the Companies Act of Bermuda since the last amendments of the Bye-laws in September 2004.

Details of the proposed amendments to the Bye-laws are contained in the Notice of Annual General Meeting set out in this circular.

ANNUAL GENERAL MEETING

The ordinary resolutions for the re-election of Director and the renewal of the general mandates to repurchase Shares and to issue Shares and the special resolution for the amendments to the Bye-laws are set out in the notice convening the AGM. A form of proxy for use at the meeting is enclosed. If you do not intend to attend the meeting, you are requested to complete the form of proxy and return it to the head office of the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the meeting. The completion and return of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

PROCEDURE FOR DEMANDING A POLL

In accordance with Bye-law 66 of the Bye-laws, a resolution put to the vote of a general 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 by a duly authorised corporate 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 by a duly authorised corporate 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 a duly authorised corporate 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 total sum paid up on all shares conferring that right.

A demand by a person as a proxy of a member or by a duly authorised corporate 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, there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors believe that the proposed resolutions are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend you to vote in favour of such resolutions at the AGM.

GENERAL

Your attention is drawn to the general information set out in the appendices to this circular.

Yours faithfully, For and on behalf of Shui On Construction and Materials Limited Wong Yuet Leung, Frankie Chief Executive Officer

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APPENDIX I

DETAILS OF DIRECTOR PROPOSED TO BE RE-ELECTED

The details of the Director proposed to be re-elected at the AGM are set out below.

Lowe Hoh Wai Wan, Vivien (‘‘Mrs. Lowe’’)

Mrs. Lowe, aged 59, has been an Executive Director of the Company since 1997. She joined the Shui On Group in 1980 and has been an executive director of Shui On (Contractors) Limited since 1993. She is one of the trustees of the Shui On Provident and Retirement Scheme. She holds a Bachelor of Arts degree in Sociology from the State University of New York, a Master of Arts degree in Sociology from the University of Illinois, and a Doctor of Philosophy degree in Sociology from the University of Wisconsin. She is a member of the Occupational Safety and Health Council and the Occupational Deafness Compensation Board.

Save and except the relationship arising from her position as a Director, Mrs. Lowe does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Mrs. Lowe has not held any directorship in any other listed companies in the past three years.

Mrs. Lowe holds 720,000 Shares, representing approximately 0.22% of the issued share capital of the Company. She also has the following interests in the share options granted by the Company:

		Period during which	Number of
	Subscription	options outstanding are	Shares subject to
Date of grant	price per Share	exercisable	the options
	HK$
1-8-2006	14.00	1-2-2007 to 31-7-2011	120,000
3-1-2007	16.78	3-1-2010 to 2-1-2017	625,000
14-6-2007	20.96	14-12-2007 to 13-6-2012	176,000

There is no service contract signed between the Company and Mrs. Lowe. She was not appointed for a specific term and will be subject to retirement by rotation at annual general meetings of the Company in accordance with the Bye-laws. There is an employment contract signed between the Company and Mrs. Lowe, which is determinable by the Company giving three months’ notice, and is determinable without payment of compensation other than statutory compensation. Her emoluments are determined based on her performance, qualifications and responsibilities. Total emoluments (including Director’s fee, salary, bonus and other benefits) payable to Mrs. Lowe for the year ended 31 December 2007 amounted to HK$4,675,000.

Save as disclosed herein, there is no matter that needs to be brought to the attention of the Shareholders, nor is there any information as required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the Repurchase Mandate.

THE REPURCHASE MANDATE

It is proposed that the Repurchase Mandate will authorise the repurchase of up to 10% of the Shares in issue at the date of passing the resolution to approve the Repurchase Mandate.

At the Latest Practicable Date, the number of Shares in issue was 321,675,239 Shares. Subject to the passing of the resolution granting the Directors the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased after the Latest Practicable Date and up to the date of the passing of such resolution, the exercise in full of the Repurchase Mandate would result in the repurchase of up to a maximum of 32,167,523 Shares.

REASONS FOR REPURCHASE

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

FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-laws, the Listing Rules and the applicable laws of Bermuda. It is envisaged that any repurchase of Shares would be made out of the capital paid up on the relevant Shares and the surplus of the Company which would otherwise be available for dividend or other distributions and, in the case of any premium payable on such repurchase, from the Company’s share premium account and/or its distributable surplus.

IMPACT ON THE WORKING CAPITAL OR GEARING POSITION

There might be an adverse impact on the working capital or gearing position of the Company, as compared with the position disclosed in the audited financial statements contained in the Annual Report for the year ended 31 December 2007, in the event that the Repurchase Mandate was exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent which 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.

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APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate only in accordance with the Listing Rules and the applicable laws of Bermuda.

TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers to repurchase Shares, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. At the Latest Practicable Date, Mr. Lo Hong Sui, Vincent and his associates were interested in 181,981,000 Shares which represent approximately 56.57% of the existing issued share capital of the Company. Assuming the shareholding of Mr. Lo Hong Sui, Vincent and his associates remain unchanged, full exercise by the Company of the Repurchase Mandate to repurchase the Shares as mentioned herein will increase the interest of Mr. Lo Hong Sui, Vincent in the issued share capital of the Company to approximately 62.85%. The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchase of Shares made under the Repurchase Mandate. The Directors also have no present intention to exercise the Repurchase Mandate which will result in the public shareholdings being reduced to less than 25%.

DISCLOSURE OF INTERESTS

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) have any present intention to sell any Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is granted by the Shareholders.

SHARE PURCHASE MADE BY THE COMPANY

No purchase has been made by the Company of its Shares (whether on the Stock Exchange or otherwise) in the six months prior to the Latest Practicable Date.

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APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

SHARE PRICES

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

	Share	Prices
Month	Highest	Lowest
	HK$	HK$
2007
April	18.22	16.98
May	24.80	17.70
June	25.20	20.15
July	28.40	24.30
August	26.50	19.60
September	25.30	21.30
October	30.00	24.20
November	32.60	26.50
December	30.00	24.10
2008
January	28.50	20.80
February	23.50	20.00
March	22.80	12.82
April (up to the Latest Practicable Date)	20.20	17.00

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NOTICE OF ANNUAL GENERAL MEETING

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(Stock Code: 983)

NOTICE IS HEREBY GIVEN that the annual general meeting 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 Thursday, 29 May 2008 at 3: 00 p.m. for the following purposes:

1. To receive and consider the audited Financial Statements and the Reports of the Directors and the Auditor for the year ended 31 December 2007.

2. To declare a final dividend.

3. To elect Directors and fix their remuneration.

4. To re-appoint Auditor and authorise the Directors to fix its remuneration.

5. To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

(A) ‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$1.00 each in the capital of the Company and to make or grant offers, agreements or options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers either during or after the Relevant Period be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to this resolution, otherwise than pursuant to (i) a rights issue; (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to the employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend pursuant to the Bye-laws of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution, and the said approval shall be limited accordingly; and

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (c) 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 expiration of the period within which the next annual general meeting of the Company is required by law to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by ordinary resolution of the shareholders in general meeting of the Company.’’

(B) ‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$1.00 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares of the Company to be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (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 law to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by ordinary resolution of the shareholders in general meeting of the Company.’’

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NOTICE OF ANNUAL GENERAL MEETING

• (C) ‘‘THAT the general mandate granted to the Directors to allot, issue and deal with additional shares of the Company pursuant to ordinary resolution no. 5(A) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution no. 5(B) set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution.’’

• To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

SPECIAL RESOLUTION

‘‘THAT the Bye-laws of the Company be and is hereby amended as follows:

• (a) by substituting the existing Bye-law 44 with the following new Bye-law 44:

‘‘The Register and branch register of Members, as the case may be, shall be open for inspection by members of the public without charge between 10 a.m. and 12 noon on every business day at the Office or such other place at which the Register is kept in accordance with the Act. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper and where applicable, any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.’’

• (b) by inserting the following phrase after the words ‘‘the Members present in person’’ which appear in the last sentence of Bye-law 63:

‘‘or (in the case of a Member being a corporation) by its duly authorised representative’’

• (c) by inserting the words ‘‘voting by way of a poll is required by the rules of the Designated Stock Exchange or’’ after the words ‘‘a show of hands unless’’ in the third sentence of the second paragraph of Bye-law 66; and

by deleting the full stop at the end of Bye-law 66(d) and replacing it with a semi-colon and inserting the word ‘‘or’’ after the semi-colon; and

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NOTICE OF ANNUAL GENERAL MEETING

then by inserting the following wording after Bye-law 66(d):

‘‘(e) if required by the rules of the Designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.’’

• (d) by deleting the second sentence of Bye-law 68 in its entirety and substituting therefor the following:

‘‘The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.’’

• (e) by deleting the existing Bye-law 86(2) in its entirety and substituting therefor the following new Bye-law 86(2):

‘‘(2) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or, subject to authorisation by Members in general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Members in general meeting. Any Director so appointed by the Board shall hold office only until the next general meeting of the Company (in the case of filling a casual vacancy) or until the next annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at that meeting.’’

• (f) by substituting the existing Bye-law 86(4) with the following new Bye-law 86(4):

‘‘(4) Subject to any provision to the contrary in these Bye-laws 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 term of office notwithstanding anything 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 purpose of removing a 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.’’

• (g) by substituting the existing Bye-law 87(1) with the following new Bye-law 87(1):

‘‘(1) Notwithstanding any other provisions in these Bye-laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years.’’

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NOTICE OF ANNUAL GENERAL MEETING

• (h) 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 office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) is/are given, shall be at least seven (7) days and that (if the Notice(s) is/are submitted after the dispatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the dispatch 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.’’

• (i) by substituting the existing Bye-law 154(2) with the following new Bye-law 154(2):

‘‘(2) Subject to Section 89 of the Act, a person, other than an incumbent Auditor, shall not be capable of being appointed Auditor at an annual general meeting unless notice in writing of an intention to nominate that person to the office of Auditor has been given not less than twenty-one (21) days before the annual general meeting and furthermore, the Company shall send a copy of any such notice to the incumbent Auditor.’’

• (j) by substituting the existing Bye-law 160 with the following new Bye-law 160:

‘‘Any notice or document (including any ‘‘corporate communication’’ within the meaning ascribed thereto under the rules of the Designated Stock Exchange), to be given or issued by the Company to a Member, whether or not under these Bye-laws, shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the notice being duly received by the Member or may also be served by advertisement in appointed newspapers (as defined in the Act) or where applicable, in any other newspapers or by any means and in such manner in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws and the rules of the Designated Stock Exchange, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the Member a

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NOTICE OF ANNUAL GENERAL MEETING

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. In the case of joint holders of a share, all notices or documents shall be given to that one of the joint holders whose name stands first in the Register and any notice or document so given shall be deemed a sufficient service on or delivery to all the joint holders.’’

By Order of the Board Tsang Yuet Kwai Company Secretary

Hong Kong, 30 April 2008

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 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 Monday, 26 May 2008 to Thursday, 29 May 2008, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final dividend, all share transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4: 00 p.m. on Friday, 23 May 2008.

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