Multifield International Holdings Limited — Proxy Solicitation & Information Statement 2002

Mar 22, 2002

Multifield International Holdings Limited

(萬事昌國際控股有限公司)*

(Incorporated in Bermuda with limited liability)(“the Company”)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Special General Meeting of the Company will be held at 1st Floor, Multifield Centre, 426 Shanghai Street, Kowloon, Hong Kong on Wednesday, 17 April 2002 at 4:00 p.m. to consider and, if thought fit, pass the following Special Resolution of the Company:-

SPECIAL RESOLUTION

1. “THAT with effect from 6:00 p.m. Hong Kong time on the date on which this resolution is passed

(a) the issued capital of the Company of HK$333,377,193.60 be reduced by HK$300,039,474.24 to HK$33,337,719.36 by the cancellation of HK$0.09 in each issued share of HK$0.10 (the “Reduction in Issued Share Capital”); and

(b) the authorised capital of the Company of HK$500,000,000.00 divided into 5,000,000,000 shares of HK$0.10 each be reduced by HK$450,000,000.00 to HK$50,000,000.00 divided into 5,000,000,000 shares of HK$0.01 each (the “Reduction in Authorised Share Capital”); and

(c) subject to and forthwith upon the Reduction in Authorised Share Capital and Reduction in Issued Share Capital taking effect, the authorised capital of the Company be increased to HK$500,000,000.00 by the creation of an additional 45,000,000,000 shares of HK$0.01 each; and

(d) the Company shall transfer the credit of HK$300,039,474.24 which will arise as a result of the Reduction in Issued Share Capital to contributed surplus account of the Company; and

(e) any one of the directors of the Company be and is hereby authorised generally to do all things appropriate to effect and implement any of the foregoing.”

By Order of the Board of Directors
Tsang Pak Chung, EddyVice-ChairmanHong Kong Special Administrative Region, 22 March 2002

Notes:

1. The Register of Members will be closed from 15 April 2002 to 17 April 2002, both days inclusive, during which period no share transfers will be registered. In order to be eligible to attend and vote at the Special General Meeting of the Company to be held on Wednesday, 17 April 2002, all transfers accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tengis Limited, 4th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong, not later than 4:00 p.m. on 12 April 2002.

2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

3. The form of proxy must be deposited at the Company's principal place of business in Hong Kong at 3rd Floor, Multifield Centre, 426 Shanghai Street, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or the adjourned Meeting.

* For identification purposes only

Please also refer to the published version of this announcement in the Hong Kong iMail.