Midland Holdings Limited — Proxy Solicitation & Information Statement 2005

Mar 30, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Midland Realty (Holdings) Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer 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.

MIDLAND REALTY (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

PROPOSED CHANGE OF COMPANY NAME AND GENERAL MANDATES TO ISSUE AND PURCHASE SHARES

A letter from the Chairman of Midland Realty (Holdings) Limited (the “Company”) is set out on pages 3 to 6 of this circular.

A notice convening a special general meeting of the Company to be held on 15 April 2005 at Rooms 2505-8, 25th Floor, Worldwide House, 19 Des Voeux Road Central, Hong Kong at 11:15 a.m. (or so soon thereafter as the annual general meeting of the Company convened at the same place and date at 11:00 a.m. shall have been concluded or adjourned) is set out on pages 10 to 13 of this circular.

If you are not able to attend such meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Abacus Share Registrars Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for the holding of such meeting or any adjournment thereof.

Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so desire.

21 March 2005

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
– Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
– Proposed change of company name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
– Conditions to change of company name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
– Effect of change of name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
– General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
– SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
– Procedures by which shareholders may demand a poll . . . . . . . . . . . . . . . . . . . .	5
– Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
– Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
– Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix – Explanatory statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held
	at Rooms 2505-8, 25th Floor, Worldwide House, 19 Des
	Voeux Road Central, Hong Kong on 15 April 2005 at
	11:00 a.m.
“Board”	the board of Directors
“Bye-Laws”	the existing bye-laws of the Company
“Company”	Midland Realty (Holdings) Limited, a company
	incorporated in Bermuda with limited liability, the
	Shares of which are listed on The Stock Exchange of
	Hong Kong Limited
“Directors”	the directors of the Company
“General Mandates”	the Issue Mandate and the Purchase Mandate to be
	sought at the SGM as set out in the Notice of SGM
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Issue Mandate”	the mandate to allot and issue Shares as set out in the
	Notice of SGM
“Latest Practicable Date”	17 March 2005, being the latest practicable date prior
	to the printing of this circular for the purpose of
	ascertaining certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Notice of SGM “	the notice convening the SGM set out on pages 10 to
	13 of this circular
“Purchase Mandate”	the mandate to purchase Shares as described in the
	explanatory statement set out in the Appendix to this
	circular

– 1 –

DEFINITIONS

“SGM”	the special general meeting of the Company to be held
	at Rooms 2505-8, 25th Floor, Worldwide House, 19 Des
	Voeux Road Central, Hong Kong on 15th April 2005 at
	11:15 a.m. (or so soon thereafter as the AGM shall have
	been concluded or adjourned) for the purpose of
	considering and, if thought fit, approving the proposed
	change of Company name and the grant of the General
	Mandates
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 2 –

LETTER FROM THE CHAIRMAN

MIDLAND REALTY (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

Executive Directors: Mr. WONG Kin Yip, Freddie (Chairman and Managing Director) Mr. CHEUNG Kam Shing (Deputy Chairman) Ms. LAM Fung Fong Mr. CHAN Kwan Hing Mr. KWOK Ying Lung

Independent non-executive Directors: Mr. KOO Fook Sun, Louis Mr. SUN Tak Chiu Mr. WANG Ching Miao, Wilson

Registered office: Clarendon House Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: Rooms 2505-8, 25th Floor Worldwide House 19 Des Voeux Road Central Hong Kong

21 March 2005

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND

GENERAL MANDATES TO ISSUE AND PURCHASE SHARES

INTRODUCTION

The purpose of this circular is to provide you with information on the proposals to:

• (a) change the company name; and

• (b) grant the Directors the General Mandates, and

to give you the notice of the SGM to be held on 15 April 2005 at which resolutions approving the proposed change of company name and the grant of the General Mandates will be considered and voted upon.

– 3 –

LETTER FROM THE CHAIRMAN

PROPOSED CHANGE OF COMPANY NAME

On 11 March 2005, the Company announced that it proposed to change the name of the Company from “Midland Realty (Holdings) Limited 美聯物業（集團）有限公司 ” to “Midland Holdings Limited”, and subject to the change of the Company name becoming effective, to adopt the Chinese name “美聯集團有限公司 ” for identification purpose only. The proposed change of company name is subject to the conditions set out in the section headed “Conditions to Change of Company Name” below.

The Directors believe that the proposed change of company name and adoption of Chinese name would reflect and enhance the corporate image of the Company and also benefit the future business development of the Company.

CONDITIONS TO CHANGE OF COMPANY NAME

The proposed change of name of the Company is subject to the satisfaction of the following conditions:

• (a) the passing of a special resolution at the SGM to approve the proposed change of company name ; and

• (b) the approval by the Registrar of Companies in Bermuda to the proposed change of name.

EFFECT OF CHANGE OF NAME

The proposed change of name of the Company will not affect any of the rights of the Shareholders.

The existing share certificates in issue bearing the current name of the Company will continue to be good evidence of title to the shares of the Company upon the change of name becoming effective and will be valid for trading, settlement and registration purpose. There will not be any arrangements for free exchange of existing certificates for shares for new certificates under the new name. Share certificates issued after the change of name has become effective will be issued in the new name of the Company and the shares of the Company will be traded on the Stock Exchange in the new name.

An announcement will be made by the Company upon the change of name becoming effective.

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LETTER FROM THE CHAIRMAN

GENERAL MANDATES

At the special general meeting of the Company held on 11 May 2004, the Directors were granted general mandates to issue and purchase Shares. Such mandates will lapse at the conclusion of the forthcoming AGM. At the SGM, ordinary resolutions will therefore be proposed:

• (a) to grant to the Directors the Purchase Mandate to enable them to purchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the passing of such resolution;

• (b) to grant to the Directors the Issue Mandate to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the aggregate nominal share capital of the Company in issue as at the date of the passing of such resolution; and

• (c) to increase the number of Shares to be allotted and issued under the Issue Mandate by an additional number representing such number of Shares purchased under the Purchase Mandate.

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution to grant to the Directors the Purchase Mandate. The explanatory statement required by the Listing Rules is set out in the Appendix to this circular.

SGM

Set out on pages 10 to 13 of this circular is a notice of the SGM to be held on 15 April 2005 for the purpose of considering and, if thought fit, passing the special resolution to approve the proposed change of company name and the ordinary resolutions to approve the grant of the General Mandates.

A form of proxy is herewith enclosed for use at the SGM. Whether or not you are able to attend the meeting in person, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Abacus Share Registrars Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for the holding of such meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so desire.

PROCEDURES BY WHICH SHAREHOLDERS MAY DEMAND A POLL

Pursuant to Bye-law 66 of the Bye-laws, a resolution put to the vote of any general meeting shall be decided on a show of hands unless a poll is (before or on the declaration

– 5 –

LETTER FROM THE CHAIRMAN

of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded:

• (i) by the chairman of the meeting; or

• (ii) 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

• (iii) 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

• (iv) 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.

RECOMMENDATION

The Directors consider that the proposed change of name of the Company and the grant of the General Mandates are in the best interest of the Company and the Shareholders as a whole. The Board therefore recommends the Shareholders to vote in favour of the resolutions as set out in the notice of the SGM contained herein.

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 hereof, the Board comprises Mr. Wong Kin Yip, Freddie, Mr. Cheung Kam Shing, Ms. Lam Fung Fong, Mr. Chan Kwan Hing and Mr. Kwok Ying Lung as executive Directors. Mr. Koo Fook Sun, Louis, Mr. Sun Tak Chiu and Mr. Wang Ching Miao, Wilson as independent non-executive Directors.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix to this circular.

Yours faithfully, Wong Kin Yip, Freddie Chairman and Managing Director

– 6 –

APPENDIX

EXPLANATORY STATEMENT

The following information is provided to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to approve the grant of the Purchase Mandate to the Directors to exercise the powers of the Company to purchase its own Shares:

(a) Reasons for the Purchase Mandate

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

(b) Funding of Purchases

Purchases must be funded out of funds legally available for such purpose. A company may not purchase its own shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Purchases must be made in accordance with the memorandum of association of the Company and the Bye-Laws and applicable laws of Bermuda. Under Bermuda law, the amount of capital repaid in connection with a share purchase may only be paid out of the capital paid up on the purchased shares or out of the funds of the company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. Any premium payable on a purchase over the par value of the shares to be purchased must be provided for out of funds of the company otherwise available for dividend or distribution or out of the company’s share premium account before the shares are purchased.

(c) Impact on Working Capital or Gearing Position

As compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2004, the Directors consider that there might be material adverse impact on the working capital and on the gearing position of the Company in the event that the Purchase Mandate was exercised in full during the proposed purchase period. Nevertheless, the Directors do not propose to exercise the Purchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

(d) Directors, their Associates and Connected Persons

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates (as defined in the Listing Rules) has any present intention, in the event that the Purchase Mandate is approved by the Shareholders, to sell their Shares to the Company or its subsidiaries under the Purchase Mandate.

– 7 –

APPENDIX

EXPLANATORY STATEMENT

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell their Shares to the Company or its subsidiaries nor have they undertaken not to sell any of the Shares to the Company or its subsidiaries in the event that the Company is authorised to make purchases of Shares.

(e) Undertaking of the Directors

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make purchases pursuant to the proposed resolution in accordance with the Listing Rules and all applicable laws of Bermuda.

(f) Share Capital

As at the Latest Practicable Date, the number of Shares in issue was 704,390,000. Subject to the passing of the relevant resolution and on the basis that no further Shares are issued or purchased prior to the SGM, the Company would be allowed under the relevant resolution to purchase a maximum of 70,439,000 Shares.

(g) Purchases of Shares made by the Company

The Company had not purchased any Shares (whether on the Stock Exchange or otherwise) during the six months period ending on the Latest Practicable Date.

(h) Share Prices

During each of the previous twelve months, the highest and lowest traded prices of the Shares on the Stock Exchange were as follows:

	Highest	Lowest
	HK$	HK$
2004
March	2.350	1.860
April	2.475	1.880
May	1.990	1.290
June	1.870	1.500
July	2.050	1.600
August	2.525	1.930
September	3.075	2.325
October	3.575	2.975
November	4.750	3.400
December	4.650	3.725
2005
January	4.575	3.750
February	4.550	3.775

– 8 –

APPENDIX

EXPLANATORY STATEMENT

(i) Takeovers Code

If, on the exercise of the powers to purchase Shares pursuant to the Purchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such an increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a shareholder or a 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. As at the Latest Practicable Date, Mr. Wong Kin Yip, Freddie (“Mr. Wong”) held approximately 20.83% of the entire issued share capital of the Company. In the event that the Directors exercise in full the powers to purchase the Shares pursuant to the Purchase Mandate, the shareholding of Mr. Wong would be increased to approximately 23.15%. The Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any purchases made by the Company under the Purchase Mandate.

– 9 –

NOTICE OF SGM

MIDLAND REALTY (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

NOTICE IS HEREBY GIVEN that a special general meeting of Midland Realty (Holdings) Limited (the “Company”) will be held on 15 April 2005 at Rooms 2505-8, 25th Floor, Worldwide House, 19 Des Voeux Road Central, Hong Kong at 11:15 a.m. (or so soon thereafter as the annual general meeting of the Company convened at the same place and date at 11:00 a.m. shall have concluded or adjourned) for the purpose of considering and, if thought fit, passing resolution numbered 1 as special resolution and resolutions numbered 2 to 4 as ordinary resolutions:

SPECIAL RESOLUTION

1. “ THAT :

2. (a) subject to and conditional upon approval being granted by the Registrar of Companies in Bermuda (the “Registrar”), the name of the Company be changed from “Midland Realty (Holdings) Limited 美聯物業（集團） 有限公司 ” to “Midland Holdings Limited” with effect from the date on which the new name is entered into the register maintained by the Registrar;

3. (b) subject to the change of the name of the Company becoming effective, to adopt the Chinese name “美聯集團有限公司” for identification purpose only; and

4. (c) any directors of the Company be and are hereby authorized to do all such acts, deeds and things as they may, in their absolute discretion, deem fit, to effect and implement the change of name of the Company.”

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

– 10 –

NOTICE OF SGM

• (b) the approval in paragraph (a) above, shall authorise the Directors during the Relevant Period to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes and other securities of the Company; or (iii) the exercise of options granted under any share option scheme or any similar arrangement for the time being adopted for the grant or issue to eligible persons prescribed thereunder of shares or rights to acquire shares in the Company; or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, shall not exceed twenty (20) per cent. 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 shall be limited accordingly; and

• (d) for the purposes 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 the bye-laws of the Company or any applicable laws of Bermuda 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 of the Company in general meeting; and

“Rights Issue” means an offer of shares of the Company or issue of options, warrants or other securities giving the right to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares whose names appear in the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company or, where appropriate, such other securities (subject in all cases to such exclusions or other

– 11 –

NOTICE OF SGM

arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical 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).”

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to purchase the shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of the shares of the Company which the Company is authorised to purchase pursuant to the approval in paragraph (a) above shall not exceed ten (10) per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution, and the said approval be limited accordingly; and

4. (c) for the purposes 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 the bye-laws of the Company or any applicable laws of Bermuda 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 of the Company in general meeting.”

– 12 –

NOTICE OF SGM

1. “ THAT subject to the passing of resolutions numbered 2 and 3 set out in the notice of this meeting, the aggregate nominal amount of shares which are to be purchased by the Company pursuant to the authority granted to the Directors as mentioned in resolution numbered 3 set out in the notice of this meeting shall be added to the aggregate nominal amount of share capital that may be allotted or agreed to be allotted by the Directors pursuant to resolution numbered 2 set out in the notice of this meeting.”

By order of the board Midland Realty (Holdings) Limited Chan Kin Chu, Harry Company Secretary

Hong Kong, 21 March 2005

Head office and principal place Registered office: of business in Hong Kong: Clarendon House Rooms 2505-8, 25th Floor Church Street Worldwide House Hamilton HM 11 19 Des Voeux Road Central Bermuda Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of such member. Vote may be given either personally or by proxy. A proxy need not be a member of the Company.

2. A form of proxy in respect of the meeting is enclosed. Whether or not you intend to attend the meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon.

3. In order to be valid, a form of proxy together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited with the branch share registrars and transfer office of the Company in Hong Kong, Abacus Share Registrars Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

4. Where there are joint holders of a share of the Company, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he were solely entitled thereto, but if more than one of such holders are present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.

– 13 –