Matrix Holdings Limited — Proxy Solicitation & Information Statement 2005

Mar 29, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 Matrix Holdings Limited , you should at once hand this circular 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.

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MATRIX HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 1005)

PROPOSAL INVOLVING

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AMENDMENTS TO THE COMPANY’S BYE-LAWS

AND

RE-ELECTION OF RETIRING DIRECTORS

A notice convening the Annual General Meeting of Matrix Holdings Limited (the “Company”) to be held at Kowloon Room I, Mezzanine Floor, Kowloon Shangri-La Hong Kong, 64 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Wednesday, 20 April 2005, at 2:30 p.m. is set out in the 2004 Annual Report of the Company sent together with this circular.

Whether or not you propose to attend the Annual General Meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s Branch Share Registrars in Hong Kong, Secretaries 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 holding of the meeting or the adjourned meeting (as the case may be). Completion and return of a proxy form will not preclude shareholders from attending and voting at the general meeting if they so wish.

• For identification purpose only

24 March 2005

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Extension to the Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Amendments to the Bye-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Directors proposed to be re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix
I. Explanatory Statement to Share Repurchase Mandate . . . . . . . . . . . . . . . .	7
II. Details of the Amendments to the Bye-Laws . . . . . . . . . . . . . . . . . . . . . .	10
III. Biographical Details of Directors proposed to be re-elected at
the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
IV. Procedure for Voting by Poll at General Meetings . . . . . . . . . . . . . . . . . . .	14

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DEFINITIONS

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

“ACT”	the Companies Act 1981 of Bermuda, as amended from
	time to time
“AGM”	the Annual General Meeting of the Company to be held
	on Wednesday, 20 April 2005 at 2:30 p.m.
“AGM Notice”	the notice convening the AGM, which is set out in the
	2004 Annual Report sent together with this circular
“Board”	the board of Directors
“Bye-laws”	the bye-laws of the Company
“Company”	Matrix Holdings Limited, an exempted company
	incorporated in Bermuda with limited liability, the Shares
	of which are listed on the Stock Exchange
“Directors”	the directors of the Company
“Existing Issue Mandate”	a general mandate granted to the Directors at the annual
	general meeting of the Company held on 20 April 2004 to
	allot, issue and deal with Shares not exceeding 20 per
	cent. of the aggregate number of Shares comprised in the
	share capital of the Company in issue as at 20 April 2004
“Existing Repurchase Mandate”	a general mandate granted to the Directors at the annual
	general meeting of the Company held on 20 April 2004 to
	repurchase Shares not exceeding 10 per cent. of the
	aggregate number of Shares comprised in the share
	capital of the Company in issue as at 20 April 2004
“Group”	the Company and its subsidiaries from time to time
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“HK$” and “cents”	Hong Kong dollars and cents, the lawful currency of
	Hong Kong

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DEFINITIONS

• “Latest Practicable Date” 21 March 2005, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Ordinary Resolutions” the ordinary resolutions to be proposed and passed at the AGM for the matters as set out in the AGM Notice

• “Repurchase Resolution” the proposed ordinary resolution as referred to in resolution no. 5B of the AGM Notice

• “SFO” the Securities and Futures Ordinance (Chapter 571) of the laws of Hong Kong, as amended from time to time

• “Share Issue Mandate” a general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of up to 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate

• “Share Repurchase Mandate” a general mandate proposed to be granted to the Directors at the AGM to repurchase Shares not exceeding 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate

• “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” holder(s) of Share(s)

• “Special Resolutions” the Special Resolutions to be proposed and passed at the AGM for the matters as set out in the AGM Notice

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeover Code” The Hong Kong Code on Takeovers and Mergers

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LETTER FROM THE BOARD

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MATRIX HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 1005)

Directors:

Executive Directors: Cheng Yung Pun (Chairman) Yu Sui Chuen Cheng Wing See, Nathalie

Independent Non-Executive Directors: Loke Yu alias Loke Hoi Lam Mak Shiu Chung, Godfrey Wan Hing Pui

Registered Office:

Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head Office and Principal Place of Business: Room 1201&1222, 12/F Peninsula Centre 67 Mody Road Tsimshatsui East Kowloon, Hong Kong

24 March 2005

To the Shareholders of the Company

Dear Sir or Madam,

PROPOSAL INVOLVING GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AMENDMENTS TO THE COMPANY’S BYE-LAWS AND RE-ELECTION OF RETIRING DIRECTORS

INTRODUCTION

The purpose of this circular is to provide you with the information in respect of the Ordinary Resolutions and the Special Resolutions to be proposed at the AGM for, amongst other things:

• (i) granting to the Directors the Share Issue Mandate;

• For identification purpose only

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LETTER FROM THE BOARD

• (ii) granting to the Directors the Share Repurchase Mandate;

• (iii) extending the Share Issue Mandate by adding to it the aggregate number of the issued Shares repurchased under the Share Repurchase Mandate;

• (iv) amending the Bye-laws of the Company; and

• (v) the re-election of the retiring Directors.

SHARE ISSUE MANDATE

An ordinary resolution will be proposed at the AGM for the purpose of renewing the Existing Issue Mandate granted to Directors to allot, issue and otherwise deal with the Shares. The Existing Issue Mandate will expire at the conclusion of the AGM. The Share Issue Mandate is subject to a limit equal to 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the resolution.

SHARE REPURCHASE MANDATE

The Repurchase Resolution will be proposed for the purpose of renewing the Existing Repurchase Mandate granted to the Directors to repurchase Shares. The Existing Repurchase Mandate will expire at the conclusion of the AGM. The Share Repurchase Mandate is subject to a limit of equal to 10 per cents. of the issued share capital of the Company as at the date of passing the resolution. An explanatory statement to the Share Repurchase Mandate as required under the Listing Rule is set out in the Appendix I to this circular.

EXTENSION TO THE SHARE ISSUE MANDATE

Subject to the passing at the AGM of the proposed resolution regarding the Share Issue Mandate and the Repurchase Resolution, an ordinary resolution will be proposed at the AGM to approve the addition of the number of Shares that may be repurchased under the Share Repurchase mandate to the 20 per cent. Share Issue Mandate.

Shareholders are referred to the AGM Notice, set out in the 2004 Annual Report of the Company sent together with this circular, for details of the Ordinary Resolutions and Special Resolutions. With reference to these resolutions, the Board wishes to state that it has no immediate plans to repurchase any Shares or to issue any new Shares, whether for cash or otherwise, pursuant to the relevant mandates.

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE BYE-LAWS

A special resolution will be proposed to amend and update the Bye-laws of the Company to comply with the Code on Corporate Governance Practices of the Listing Rules that came into effect on 1 January 2005 and enhance the flexibility of management and corporate governance of the Company.

Details relating to the proposed amendments to the Bye-laws are set out in Appendix II to this circular.

DIRECTORS PROPOSED TO BE RE-ELECTED

In accordance with clause 99 of the Bye-laws of the Company, Ms. Cheng Wing See, Nathalie will retire by rotation at the AGM. In accordance with clause 91 of the Bye-laws of the Company, Mr. Loke Yu alias Loke Hoi Lam and Mr. Wan Hing Pui will retire at the AGM. These three directors retiring, being eligible, offer themselves for re-election. The particulars of these three Directors which are required to be disclosed by the Listing Rules are set out in Appendix III to this circular.

ANNUAL GENERAL MEETING

The AGM Notice is set out in the 2004 annual report of the Company sent together with this circular.

The Register of Members of the Company will be closed from Friday, 15 April 2005 to Wednesday, 20 April 2005, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM of the Company, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrars in Hong Kong, Secretaries 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 14 April 2005.

ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed herewith and such form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk). Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the abovementioned Branch Share Registrar of the Company in Hong Kong not less than 48 hours before the time appointed for holding of the meeting or the adjourned meeting (as the case may be). Completion and return of a proxy form will not preclude shareholders from attending and voting at the general meeting if they so wish.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that proposals of the Share Issue Mandate, the Share Repurchase Mandate, the extension to the Share Issue Mandate and the amendments to the Bye-laws are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend all the Shareholders should vote in favour of these resolutions as set out in the AGM Notice to be proposed at the AGM.

Suncorp Investments Group Limited, the controlling shareholder of the Company as defined in the Listing Rules, which holds 67.80% shareholding of the Company as at the Latest Practicable Date, has indicated that they intend to vote in favour of these resolutions in respect of their holding of Shares.

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 matters the omission of which would make any statement in this circular misleading.

As at the date of hereof, the Board comprises Mr. Cheng Yung Pun, Mr. Yu Sui Chuen and Ms. Cheng Wing See, Nathalie as executive Directors and Messrs. Loke Yu alias Loke Hoi Lam, Mak Shiu Chung, Godfrey and Wan Hing Pui as independent non-executive Directors.

By Order of the Board Cheng Yung Pun Chairman

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EXPLANATORY STATEMENT TO SHARE REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement as required under the Listing Rules to provide you with the information necessary for your consideration of the Share Repurchase Mandate.

1. Share Capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 584,720,000 Shares.

Exercise in full of the Repurchase Mandate, on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the approval of the Share Repurchase Mandate, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 58,472,000 Shares representing not more than 10% of the issued share capital of the Company as at the date of the Resolution.

2. Reasons for Repurchase

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

3. Funding of Repurchases

In repurchasing Shares, the Company may only apply funds entirely from the Company’s available cashflow or working capital facilities which will be funds legally available in accordance with the provisions of the Bye-laws of the Company and the Bermuda laws for the purpose. It is envisaged that the funds required for any repurchase would be derived from those funds of the Company, legally permitted to be utilised in this connection, including capital paid up on the Shares to be repurchased, profits otherwise available for distribution and sums standing to either the share premium account or contributed surplus account of the Company.

On the basis of the consolidated financial position of the Company as at 31 December 2004 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Company at that time and the number of Shares now in issue, the Directors consider that there might be a material adverse impact on the working capital position or the gearing position of the Company in the event that purchase of all the Shares the subject of the Share Repurchase Mandate were to be carried out in full during the Share Repurchase Mandate period. No purchase would be made in circumstances that would have a material adverse impact on the working capital position or the gearing position of the Company (as compared with the position disclosed in the latest published audited financial statements).

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EXPLANATORY STATEMENT TO SHARE REPURCHASE MANDATE

APPENDIX I

4. Share Prices

The highest and lowest market prices at which the Shares have traded on the Stock Exchange in each of the twelve months preceding the Latest Practicable Date are as follows:

	Shares
	Highest	Lowest
	(HK$)	(HK$)
2004
March	2.025	1.830
April	1.900	1.700
May	1.790	1.550
June	1.760	1.650
July	1.950	1.650
August	1.910	1.730
September	1.830	1.740
October	1.780	1.710
November	1.980	1.750
December	1.980	1.910
2005
January	2.375	1.950
February	2.525	2.125

5. Undertaking

The Directors have undertaken to the Stock Exchange, so far as the same may be applicable, to exercise the power of the Company to repurchases pursuant to the Repurchase Resolution and in accordance with the Listing Rules and the applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules), have any present intention, if the Share Repurchase Mandate is approved, to sell any Shares to the Company or its subsidiaries.

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

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EXPLANATORY STATEMENT TO SHARE REPURCHASE MANDATE

APPENDIX I

6. Takeover Code

If as a result of a share repurchase a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Rule 32 of the Takeover Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeover Code) 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 Takeover Code as a result of such increase.

As at the Latest Practicable Date, according to the Register kept by the Company pursuant to Section 336 of the SFO, Suncorp Investments Group Limited controlled approximately 67.80% of the entire issued share capital of the Company. On the basis that the issued share capital of the Company remains unchanged up to the date of the Annual General Meeting, if the Repurchase Mandate is exercised in full, the controlling interests of Suncorp Investments Group Limited in the Company will increase to approximately 75.34% of the issued capital of the Company. The Directors are not aware of any Shareholders or group of Shareholders acting in concert who will become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code as a result of repurchase of Shares. The Directors will also have no present intention to exercise the power to repurchase shares on the Stock Exchange pursuant to the repurchase Mandate to such an extent as to result in the number of Shares held by the public falling below 25%.

7. Repurchases of Shares made by the Company

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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DETAILS OF THE AMENDMENTS TO THE BYE-LAWS

APPENDIX II

This Appendix set out the proposed amendments to the Bye-laws to incorporate the changes that have been or will be required under the Code on Corporate Governance Practices of the Listing Rules and enhance the flexibility of management and corporate governance of the Company.

• (a) deleting the existing Bye-law 91 which reads “Without prejudice to the power of the Company in pursuance of the provisions of the Bye-Laws to appoint any person to be a Director and subject to the provisions of the Act, the Directors may appoint any person to be a Director as an additional Director or to fill a casual vacancy but so that the maximum number of Directors so appointed shall not exceed the number determined from time to time by the members in general meeting. Any person so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election.” and substituting therefor the following new Bye-law 91:

“Without prejudice to the power of the Company in pursuance of the provisions of the Bye-Laws to appoint any person to be a Director and subject to the provisions of the Act, the Directors may appoint any person to be a Director as an additional Director or to fill a casual vacancy but so that the maximum number of Directors so appointed shall not exceed the number determined under Bye-Law 102. Any person so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election.”

• (b) deleting the existing Bye-law 97 (vii) which reads “shall be removed from office by a special resolution of the Company under Bye-Law 90; or” and substituting therefor the following new Bye-law 97(vii):

“shall be removed from office by an ordinary resolution of the Company under Bye-Law 90; or.”

• (c) deleting the existing Bye-law 99 which reads “At each annual general meeting one-third of the Directors for the time being or, if their number is not 3 or a multiple of 3, the number nearest to one-third shall retire from office provided that notwithstanding anything herein, the Chairman and the Managing Director of the Company shall not, whilst holding such office, be subject to retirement by rotation or be taken into account in determining the number of Directors to retire in each year. A Director retiring at a meeting shall retain office until the close of the meeting. The Directors to retire shall, subject as aforesaid, be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The Directors to retire on each occasion (both as to number and identity) shall be determined by the composition of the Directors at the date of the notice convening the annual general meeting and no Director shall be required to retire or be relieved from retiring by reason of any change in the number

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DETAILS OF THE AMENDMENTS TO THE BYE-LAWS

APPENDIX II

and identity of the Directors after the date of such notice but before the close of the meeting. The retiring Directors shall be eligible for re-election.” and substituting therefor the following new Bye-law 99:

“At each annual general meeting one-third of the Directors for the time being or, if their number is not 3 or a multiple of 3, the number nearest to one-third but not less than one-third shall retire from office. A Director retiring at a meeting shall retain office until the close of the meeting so that each Director shall retire at least once every three years. The Directors to retire shall, subject as aforesaid, be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The Directors to retire on each occasion (both as to number and identity) shall be determined by the composition of the Directors at the date of the notice convening the annual general meeting and no Director shall be required to retire or be relieved from retiring by reason of any change in the number and identity of the Directors after the date of such notice but before the close of the meeting. The retiring Directors shall be eligible for re-election.”

• (d) deleting the existing Bye-law 102 which reads “The Company may from time to time in general meeting by ordinary resolution fix, increase or reduce the maximum and minimum number of Directors but so that the number of Directors shall never be less than 2.” and substituting therefor the following new Bye-law 102:

“Unless otherwise determined by an ordinary resolution of the Company, the number of Directors shall not be less than 2 and more than 20 provided that the minimum number of Directors shall never be less than 2.”

Note: The translation into Chinese language of the Circular which contains the details of the proposed amendments to the Bye-Laws is for reference only. In case of any inconsistency, the English version shall prevail.

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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX III

This Appendix set out the details of directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at AGM of the Company.

Ms. Cheng Wing See, Nathalie, aged 31

Ms. Cheng, is an executive Director of the Company. She is responsible in managing of procurement of the Group. She has held managerial position in procurement in the plastic toys field for over three years before joined to the Group. Ms. Cheng is a daughter of Mr. Cheng. She holds approximately 0.12% interest in the issued share capital of the Company as at the latest practicable date. She is an executive Director of Wah Nam International Holdings Limited, a company listed on the Stock Exchange.

Save as disclosed above, Ms. Cheng does not have any relationship with any other directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company and any interest or deemed interest in the shares of the Company within the meaning of Part XV of the SFO.

There is no service agreement entered into between the Company and of Ms. Cheng. The appointment of Ms. Cheng has no fixed term, but her term of office is subject to retirement by rotation and re-election in accordance with the Company’s Bye laws. She will be entitled to emoluments as determined by the Board from time to time based on the market rate and subject to the approval from time to time in shareholders’ meetings of the Company.

There are no other matters concerning Ms. Cheng that need to be brought to the attention of the Shareholders.

Mr. Loke Yu alias Loke Hoi Lam, aged 56

Mr. Loke, is an independent non-executive Director and Chairman of the Audit Committee of the Company. He has over 31 years of experience in accounting and auditing for private and public companies, consultancy and corporate management. He holds a MBA degree from Universiti Teknologi Malaysia. He is a Fellow of The Institute of Chartered Accountants in England and Wales; Hong Kong Institute of Certified Public Accountants; and The Hong Kong Institute of Directors. He is also an Associate member of The Institute of Chartered Secretaries & Administrators and a member of the Malaysian Institute of Accountants. He is the Chairman of MHL Consulting Limited (formerly known as Master Holdings (HK) Ltd). He also serves as an independent non-executive director of Shandong Molong Petroleum Machinery Company Limited, United Metals Holdings Limited and New Chinese Medicine Holdings Limited, companies listed on the Stock Exchange.

Other than the relationship arising from his being the independent non-executive Director of the Company, Mr. Loke does not hold any position in any subsidiaries of the Company and does not have any relationship with any other directors, senior management, substantial

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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX III

shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company. As at the latest practicable date, Mr. Loke has no interest or deemed interest in the shares of the Company within the meaning of Part XV of the SFO.

There is no service agreement entered into between the Company and of Mr. Loke. The appointment of Mr. Loke has no fixed term, but his term of office is subject to retirement by rotation and re-election in accordance with the Company’s Bye laws. Mr. Loke will be entitled to emoluments as determined by the Board from time to time based on the market rate and subject to the approval from time to time in shareholders’ meetings of the Company, currently being HK$66,000 per annum.

There are no other matters concerning Mr. Loke that need to be brought to the attention of the Shareholders.

Mr. Wan Hing Pui, aged 74

Mr. Wan, is an independent non-executive Director and member of the Audit Committee of the Company. He has over 46 years of experiences in auditing, taxation and financial management consultancy services. He is an Associate Member of The Institute of Chartered Accountants in England and Wales, a Fellow of both Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants in the United Kingdom. He is a sole proprietor of H.P. Wan & Co., a firm of Certified Public Accountants (Practising). He did not hold any directorship in any listed public company in the past three years.

Other than the relationship arising from his being the independent non-executive Director of the Company, Mr. Wan does not hold any position in any subsidiaries of the Company and does not have any relationship with any other directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company. As at the latest practicable date, Mr. Wan has no interest or deemed interest in the shares of the Company within the meaning of Part XV of the SFO.

There is no service agreement entered into between the Company and of Mr. Wan. The appointment of Mr. Wan has no fixed term, but his term of office is subject to retirement by rotation and re-election in accordance with the Company’s Bye laws. Mr. Wan will be entitled to emoluments as determined by the Board from time to time based on the market rate and subject to the approval from time to time in shareholders’ meetings of the Company, currently being HK$66,000 per annum.

There are no other matters concerning Mr. Wan that need to be brought to the attention of the Shareholders.

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PROCEDURE FOR VOTING BY POLL AT GENERAL MEETINGS

APPENDIX IV

The following paragraphs set out the procedure by which the Shareholders may demand a poll at a general meeting of the Company (including the Annual General Meeting) pursuant to the current Bye-laws.

According to clause 69 of the current Bye-laws, subject to the rules prescribed by the Designated Stock Exchange from time to time, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

• (i) the chairman;

• (ii) at least 3 members present in person or by proxy or authorized corporate representative for the time being entitled to vote at the meeting;

• (iii) the member or members present in person or by proxy or authorized representative and holding between them not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (iv) any member or members present in person or by proxy or authorized representative and holding shares in the Company conferring a right to attend and 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 the shares conferring that right.

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