Melbourne Enterprises Limited — Proxy Solicitation & Information Statement 2006

Dec 20, 2006

MELBOURNE ENTERPRISES LIMITED

(Incorporated in Hong Kong with limited liability) (Stock Code: 158)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Melbourne Enterprises Limited (the “Company”) will be held at Tsui Hang Village Restaurant, 2/F., New World Tower, 18 Queen’s Road Central, Hong Kong on Friday, 9 February 2007 at 3:30 p.m. for the following purposes:

1. To consider and adopt the audited Statement of Accounts and the Reports of Directors and Auditors for the year ended 30 September 2006.

2. To declare a final dividend.

3. To re-elect Directors and authorise the board of Directors to fix their remuneration.

4. To re-appoint Joint Auditors and authorise the board of Directors to fix their remuneration.

5. As special business to consider and, if thought fit, pass with or without modifications, the following resolution as an Ordinary Resolution:

ORDINARY RESOLUTION

“THAT:

1. subject to paragraph (c) below and pursuant to Section 57B of the Companies Ordinance, the exercise by the directors of the Company (“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$5.00 each in the capital of the Company (“Share(s)”) and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the board of Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;
3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the board of Director pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) an issue of Shares as scrip dividends pursuant to the articles of association of the Company from time to time; (iii) an issue of Shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of Shares or rights to acquire the Shares; or (iv) an issue of Shares upon conversion by the bondholders of their bonds into shares of the Company in accordance with the terms and conditions of an issue of convertible guaranteed bonds by a special purpose subsidiary wholly owned by the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution, and the said approval share be limited accordingly; and
4. for the purpose of this Resolution,

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier 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 the applicable laws of Hong Kong to be held; and

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

“Rights Issue” means an offer of Shares open for a period fixed by the board of Directors to the holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the board of Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

By Order of the Board

CHUNG YIN SHU, FREDERICK

Company Secretary

Hong Kong, 20 December 2006

Notes:

(1) Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company but must be present in person to represent the member.

1. To be valid, a proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited with the registered office of the Company at Rooms 2102-4, Melbourne Plaza, 33 Queen’s Road Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting (as the case may be).
2. The register of members of the Company will be closed from Tuesday, 6 February 2007 to Friday, 9 February 2007, both days inclusive, during which period no transfer of shares will be effected. In order to determine the entitlement to attend and vote at the Annual General Meeting, all share transfers accompanied by the relevant share certificates, must be lodged with the Company’s share registrars, Computershare Hong Kong Investor Services Limited, Rooms 1712-6, 17/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:00 p.m. on Monday, 5 February 2007.
3. Pursuant to existing Article 74 of the Articles of Association of the Company, 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 or on the withdrawal of any other demand for a poll) demanded:
4. by the chairman of the meeting; or
5. by at least three members present in person or by proxy for the time being entitled to vote at the meeting; or
6. by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
7. by a member or members present in person 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 the Shares conferring that right.
8. In accordance with Article 103(A) of the Company’s Articles of Association, Dato’ Dr. Cheng Yu Tung, Mr. Chung Wai Shu, Robert and Mr. Yuen Pak Yiu, Philip retire by rotation and, being eligible, offer themselves for re-election.
9. Details of all retiring Directors, their interests in the shares of the Company and their remuneration are set out under headings “Management Profile”, “Directors’ Interests in Shares, Underlying Shares and Debentures” and “Directors’ Emoluments” in the Annual Report 2006.

As at the date of this notice, the Executive Directors of the Company are Dato’ Dr. CHENG Yu Tung, Mr. CHUNG Ming Fai and Mr. CHUNG Yin Shu, Frederick, the Non-executive Director of the Company is Mr. CHUNG Wai Shu, Robert and the Independent Non-executive Directors of the Company are Dr. FONG Yun Wah, S.B.S.,J.P., Mr. YUEN Pak Yiu, Philip, Mr. LO Pak Shiu and Mr. YUEN Sik Ming, Patrick.

Please also refer to the published version of this announcement in The Standard.