Mao Geping Cosmetics Co., Ltd. — Proxy Solicitation & Information Statement 2004

Oct 12, 2004

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(Stock Code: 583)
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NOTICE OF SPECIAL GENERAL MEETING

Notice is hereby given that the special general meeting (the “ SGM ”) of SCMP Group Limited (“ SCMP ”) will be held at The Chater Room I-III, Level B1, The Ritz Carlton Hong Kong, No. 3 Connaught Road Central, Hong Kong on Thursday, 28 October 2004 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of SCMP:

ORDINARY RESOLUTION

“ THAT the conditional sale and purchase agreement dated 13 September 2004 entered into between SCMP Retailing (HK) Limited (the “Vendor”), a wholly-owned subsidiary of SCMP, and The Dairy Farm Company, Limited (the “Purchaser”) (the “ Agreement ”), a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder and the implications of such transactions be and are hereby approved, confirmed and ratified; and the directors of SCMP be and are hereby authorised to exercise all such powers and do all such acts and things as they consider desirable, necessary or appropriate to implement or to give effect to the terms of the Agreement and the transactions contemplated thereunder (including, without limitation, exercising or enforcing any right thereunder) and to make and agree to such variations, amendments or modifications (if any) to the terms of the Agreement and the transactions contemplated therein as they may consider to be desirable, necessary or appropriate in the interest of SCMP.”

By Order of the Board Vera Leung Company Secretary

Hong Kong, 12 October 2004

As at the date hereof, the Board comprises Mr. Kuok Khoon Ean (Chairman), Mr. Roberto V. Ongpin (Deputy Chairman), Mr. Ronald J. Arculli[#] , Tan Sri Dr. Khoo Kay Peng, Ms. Kuok Hui Kwong, Mr. Peter Lee Ting Chang[#] , Dr. The Hon. David Li Kwok Po[#] and Mr. Robert Ng Chee Siong.

• # Independent Non-executive Director

Notes:

• (1) A member entitled to attend and vote at the SGM (or at any adjournment thereof) is entitled to appoint a proxy or proxies to attend and vote in his or her stead and any such member who is a holder of 2 or more shares in SCMP is entitled to appoint more than one proxy to attend and vote in his/her stead. A proxy need not be a member of SCMP. In the event that a member appoints more than one proxy, on a show of hands, all such proxies shall collectively have one vote unless otherwise provided for in the Bye-laws of SCMP.

• (2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

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• (3) Where there are joint registered holders of any share, any one of such persons may vote at the SGM (or at any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of SCMP in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands will for this purpose be deemed joint holders thereof.

• (4) To be valid, the 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 deposited at the branch share registrar of SCMP in Hong Kong, Computershare Hong Kong Investor Services Limited at 46/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and, in any event, not less than 48 hours before the time appointed for the holding of the SGM. Completion and deposit of the form of proxy will not preclude a member from attending and voting in person at the SGM (or any adjourned meeting thereof) if the member so wishes.

• (5) Members of SCMP are advised to read the circular to the Shareholders dated 12 October 2004 which contains information concerning the resolution to be proposed in this notice.

• For identification purpose only

“Please also refer to the published version of this announcement in South China Morning Post”

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