New City Development Group Limited — AGM Information 2007

Apr 2, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Everbright International Limited , you should at once hand this circular, the 2006 annual report and proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale 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.

CHINA EVERBRIGHT INTERNATIONAL LIMITED 中國光大國際有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 257)

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Everbright International Limited to be held at Concord Rooms 2-3, 8th Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Thursday, 26th April, 2007 at 10:30 a.m. is set out on pages 14 to 17 of this circular. Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the registered office of the Company at Room 2703, 27th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the meeting should they so wish.

Hong Kong, 2nd April, 2007

DEFINITIONS

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

“AGM Notice”	the notice dated 2nd April, 2007 convening the AGM
	as set out in pages 14 to 17 of this circular
“Annual General Meeting”	the annual general meeting of the Company to be held
or “AGM”	at Concord Rooms 2-3, 8th Floor, Renaissance Harbour
	View Hotel, 1 Harbour Road, Wanchai, Hong Kong on
	Thursday, 26th April, 2007 at 10:30 a.m.
“Articles of Association”	the articles of association of the Company from time
	to time
“Board”	the board of directors of the Company or a duly
	authorised committee thereof for the time being
“Companies Ordinance”	the Companies Ordinance (Chapter 32 of the Laws of
	Hong Kong)
“Company”	China Everbright International Limited, a company
	incorporated in Hong Kong with limited liability, the
	Shares of which are listed on the Stock Exchange
“Directors”	the directors of the Company for the time being
“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
“Issue Mandate”	a general mandate to the Directors to exercise the
	powers of the Company to allot, issue and deal with
	Shares during the period as set out in the Ordinary
	Resolution No.(1) in item 5 in the AGM Notice up to
	20% of the issued share capital of the Company as at
	the date of passing the Ordinary Resolution No.(1) set
	out in item 5 in the AGM Notice
“Latest Practicable Date”	26th March, 2007, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited

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DEFINITIONS

“Ordinary Resolution(s)”	the proposed ordinary resolutions set out in item 5 in
	the AGM Notice
“Repurchase Mandate”	a general mandate to the Directors to exercise the
	powers of the Company to repurchase Shares during
	the period as set out in the Ordinary Resolution No.(2)
	in item 5 in the AGM Notice up to 10% of the issued
	share capital of the Company as at the date of passing
	the Ordinary Resolution No.(2) set out in item 5 in the
	AGM Notice
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	share(s) of HK$0.10 each in the capital of the Company
	(or of such other nominal amount as shall result from
	a sub-division, consolidation, reclassification or
	reconstruction of the share capital of the Company
	from time to time)
“Shareholder(s)”	holder(s) of Share(s)
“Share Repurchase Rules”	the relevant rules set out in the Listing Rules to
	regulate the repurchase by companies with primary
	listing of their own securities on the Stock Exchange
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeover Code”	the Hong Kong Codes on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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LETTER FROM THE BOARD

CHINA EVERBRIGHT INTERNATIONAL LIMITED 中國光大國際有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 257)

Directors:

Executive directors: WANG Mingquan (Chairman) ZANG Qiutao (Vice-chairman) LI Xueming (Vice-chairman) CHEN Xiaoping (Chief Executive Officer) FAN Yan Hok, Philip (General Manager) HUANG Chaohua WONG Kam Chung, Raymond CHEN Shuang ZHANG Weiyun

Registered Office:

Room 2703, 27th Floor Far East Finance Centre 16 Harcourt Road Hong Kong

Independent non-executive directors: Sir David AKERS-JONES LI Kwok Sing, Aubrey MAR Selwyn

2nd April, 2007

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed renewal of the general mandates to allot, issue and deal with Shares and to repurchase Shares and to seek your approval of the resolutions relating to these matters at the AGM to be held at Concord Rooms 2-3, 8th Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Thursday, 26th April, 2007 at 10:30 a.m., notice of which is set out on pages 14 to 17 of this circular.

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LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 27th April, 2006, general mandates were given to the Directors to allot, issue and deal with Shares and to exercise the powers of the Company to repurchase its own Shares in accordance with the Share Repurchase Rules. Such general mandates will lapse at the conclusion of the AGM. It is therefore proposed to seek your approval to renew these general mandates to allot, issue and deal with Shares and to repurchase Shares at the AGM.

It will be proposed at the AGM the Ordinary Resolutions Nos.(1) and (3) set out in item 5 in the AGM Notice for granting to the Directors general mandates to allot, issue and deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the Ordinary Resolution No.(1) set out in item 5 in the AGM Notice and adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase Shares up to 10% of the issued share capital of the Company as at the date of the Ordinary Resolution No.(2) set out in item 5 in the AGM Notice. The Issue Mandate shall be exercisable during the period from the passing of the Ordinary Resolution (1) set out in item 5 in the AGM Notice 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 Articles of Association or any applicable law to be held; or

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

3. GENERAL MANDATE TO REPURCHASE SHARES

It will also be proposed at the AGM the Ordinary Resolution No.(2) set out in item 5 in the AGM Notice for granting to the Directors a general mandate to exercise the powers of the Company to repurchase Shares up to 10% of the issued share capital of the Company as at the date of passing the Ordinary Resolution No.(2) set out in item 5 in the AGM Notice.

An explanatory statement, as required to be sent to the Shareholders under the Share Repurchase Rules and under the Companies Ordinance, to provide requisite information to you for your consideration of the Ordinary Resolution No.(2) set out in item 5 in the AGM Notice in respect of the Repurchase Mandate is set out in the Appendix I hereto.

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LETTER FROM THE BOARD

4. PROCEDURE TO DEMAND A POLL

Pursuant to Article 56 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded or unless a poll is taken as may from time to time be required under the Listing Rules or under any other applicable laws, rules or regulations. Subject to the Companies Ordinance, a poll may be demanded by:

• (a) the chairman of the meeting; or

• (b) at least three members present in person or by proxy and entitled to vote; or

• (c) any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all the members having the right to attend and vote at the meeting; or

• (d) any member or members present in person or by proxy and holding Shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.

5. RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of twelve Directors, namely Mr. Wang Mingquan, Mr. Zang Qiutao, Mr. Li Xueming, Mr. Chen Xiaoping, Mr. Fan Yan Hok, Philip, Mr. Huang Chaohua, Mr. Wong Kam Chung, Raymond, Mr. Chen Shuang, Ms. Zhang Weiyun, Sir David Akes-Jones, Mr. Li Kwok Sing, Aubrey and Mr. Mar Selwyn.

Pursuant to the Articles of Association, Mr. Wang Mingquan, Mr. Chen Xiaoping, Ms. Zhang Weiyun and Sir David Akers-Jones shall retire from office at the AGM and shall be eligible and offer themselves for re-election. Details of retiring Directors proposed for re-election at the AGM are set out in Appendix II of this circular.

6. ANNUAL GENERAL MEETING

Set out on pages 14 to 17 of this circular is the AGM Notice containing, inter alia, three ordinary resolutions will be proposed at the AGM to approve respectively the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate.

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LETTER FROM THE BOARD

7. ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the registered office of the Company in Hong Kong at Room 2703, 27th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM if they so wish.

8. RECOMMENDATION

The Board believes that the proposal for granting of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate and the re-election of retiring Directors as set out in the AGM Notice are all in the best interests of the Company and its Shareholders. Accordingly, the Board recommends that all Shareholders should vote in favour of the relevant resolutions set out in the AGM Notice.

Yours faithfully, By Order of the Board WANG Mingquan Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement as required to be sent to the Shareholders under the Share Repurchase Rules and constitutes the memorandum required under section 49BA(3)(b) of the Companies Ordinance and contains the requisite information for your consideration of the Repurchase Mandate.

(a) Share Capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,076,011,700 Shares.

Subject to the passing of the Ordinary Resolution No.(2) set out in item 5 in the AGM Notice in respect of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 307,601,170 Shares during the period as set out in Ordinary Resolution No.5(2) representing not more than 10% of the issued capital of the Company at the Latest Practicable Date.

(b) Reasons for the Repurchase

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

(c) Funding of Repurchase

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association and the Companies Ordinance. The Companies Ordinance provides that the amount of capital repaid in connection with a share repurchase may only be paid from distributable profits of the Company or the proceeds of a new issue of Shares made for the purpose of repurchase and any premium payable on repurchase shall be paid out of distributable profits of the Company. If such repurchased Shares were issued at a premium, any premium payable on repurchase may be paid out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase to such extent allowable under the Companies Ordinance.

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31st December, 2006 in the event that the power to repurchase Shares pursuant to the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT

(d) Share Price

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2006
March	0.650	0.510
April	0.830	0.610
May	0.770	0.510
June	0.670	0.500
July	0.870	0.620
August	0.910	0.770
September	0.910	0.780
October	1.170	0.870
November	1.200	1.040
December	1.410	1.140
2007
January	1.580	1.110
February	2.130	1.450
March 1 and up to the Latest Practicable Date	2.040	1.470

(e) Undertaking

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchase pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Companies Ordinance and any other applicable laws of Hong Kong.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company under the Repurchase Mandate if such Repurchase Mandate is approved by the Shareholders.

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

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APPENDIX I

EXPLANATORY STATEMENT

(f) Takeover Code

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeover Code. Accordingly, a Shareholder or 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 Takeover Code. As at the Latest Practicable Date, China Everbright Holdings Company Limited together with its associates are beneficially interested in 1,758,595,910 Shares representing approximately 57.17% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, then (if the present shareholdings remain the same), the shareholdings of China Everbright Holdings Company Limited together with its associates will be increased to approximately 63.52% of the issued share capital of the Company.

The Directors are not aware of any consequences, which may arise under the Takeover Code as a result of any repurchases made under the repurchase Mandate. In the event that the Repurchase Mandate is exercised in full, the number of Shares held by the public will not fall below 25%. The Directors have no present intention to repurchase Shares to such extent as to result in the number of Shares held by public being reduced to less than 25%.

(g) Shares Purchases made by the Company

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

WANG MINGQUAN – CHAIRMAN , aged 60, is the Chairman of the Company. He is also the Chairman of China Everbright Group Limited, China Everbright Holdings Company Limited and China Everbright Bank Company Limited and the Chairman of Everbright Securities Company Limited and China Everbright Limited. Prior to joining the China Everbright Group, Mr. Wang was the Vice-chairman and Governor of Bank of Communications in China and the Chairman of China Pacific Insurance Company Limited. He had also been appointed as the Deputy Mayor of Wuhan City. Mr. Wang holds a Master’s Degree in Economics from Zhongnan University of Finance and Economics. He is also an instructor of the Graduate Department of the People’s Bank of China and a parttime Professor of Shanghai University of Finance and Economics. Mr. Wang has extensive knowledge and experience in banking, securities, insurance and business administration. He joined the Board in June 2000. Save as disclosed above, he did not hold any directorship in other listed public companies in the past three years.

Mr. Wang is a member of the executive committee and remuneration committee of the Company. Save as disclosed above, he does not hold any position with the Company and other members of the Group.

As at the Latest Practicable Date, Mr. Wang has personal interests in share option granted by the Company to subscribe for 25,400,000 shares and 5,000,000 shares at the exercise price of HK$0.296 and HK$0.85 respectively. Mr. Wang did not receive any monthly salary and discretionary bonus from the Company for the year 2006. Mr. Wang is entitled to a meeting allowance of HK$5,000 for each meeting. There is no director’s service contract entered into between the Company and Mr. Wang and he was not appointed for a specific term except that he is subject to retirement by rotation and re-election in accordance with the Company’s Articles of Association. There is no agreement in respect of the director’s remuneration of Mr. Wang and his director’s remuneration will be determined by the Board by reference to the market conditions and subject to the shareholders’ approval at the AGM. Save as disclosed above, Mr. Wang does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company and does not have any interest in shares, within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Wang has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his reelection and there are no other information that should be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules.

CHEN XIAOPING – CHIEF EXECUTIVE OFFICER , aged 53, is the Chief Executive Officer of the Company. He is also a director of China Everbright Holdings Company Limited, a Standing Director of China Environmental Culture Promotion Association, a Director of World Eminence Chinese business Association and a Financial Expert of Shenzhen Expert Working Federation. Prior to joining the Group, Mr. Chen had been a department head in the Bureau of Investigation & Supervision of The People’s Bank of China, the Assistant Governor of China Everbright Bank Company Limited and the

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

President of the Bank’s Guangzhou Branch. He graduated from the Department of Finance of the Southwest University in Finance and Economics, the PRC, finished the MBA class of the Research Institute of Business Management of Sichuan University, the PRC and holds a Master’s Degree with a major in Money & Banking from the Department of Finance and Trade of the China Research Institute of Social Science. He holds the title of Senior Economist and Certified Public Accountant in the PRC. He has comprehensive experience and knowledge in banking, capital market and management. Mr. Chen joined the Board in August 2001. Save as disclosed above, he did not hold any directorship in other listed public companies in the past three years.

Mr. Chen is a member of the executive committee and management committee of the Company. He is also a director in a number of subsidiaries of the Company.

As at the Latest Practicable Date, Mr. Chen has personal interests in share option granted by the Company to subscribe for 18,000,000 shares and 5,000,000 shares at the exercise price of HK$0.296 and HK$0.85 respectively. Mr. Chen is entitled to an annual salary of HK$2,145,000 and a meeting allowance of HK$5,000 for each meeting. He is also entitled to a year end discretionary bonus determined by the Board after the consultation with the remuneration committee having regard to the Company’s performance and the market situation. There is no director’s service contract entered into between the Company and Mr. Chen and he was not appointed for a specific term except that he is subject to retirement by rotation and re-election in accordance with the Company’s Articles of Association. There is no agreement in respect of the director’s remuneration of Mr. Chen and his director’s remuneration will be determined by the Board by reference to the market conditions and subject to the shareholders’ approval at the AGM. Save as disclosed above, Mr. Chen does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company and does not have any interest in shares, within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chen has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his reelection and there are no other information that should be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules.

ZHANG WEIYUN – EXECUTIVE DIRECTOR , aged 50, is the Deputy General Manager of Finance Management Department of China Everbright Holdings Company Limited. Ms. Zhang holds a Bachelor’s Degree in Economics from the Shanxi Financial University. Prior to joining the China Everbright Group in 1991, she was the Deputy Division Chief of Capital Division and Division Chief of the General Affairs Division of Finance Management Department of China Everbright Group Limited. Ms. Zhang joined the Board in December 2002. She did not hold any directorship in other listed public companies in the past three years.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Zhang is a member of the executive committee of the Company. Save as disclosed above, she does not hold any position with the Company and other members of the Group.

As at the Latest Practicable Date, Ms. Zhang has personal interests in share option granted by the Company to subscribe for 4,000,000 shares and 1,000,000 shares at the exercise price of HK$0.296 and HK$0.85 respectively. Ms. Zhang is entitled to an annual salary of HK$852,800 and a meeting allowance of HK$5,000 for each meeting. She did not received discretionary bonus from the Company for the year 2006. There is no director’s service contract entered into between the Company and Ms. Zhang and she was not appointed for a specific term except that she is subject to retirement by rotation and reelection in accordance with the Company’s Articles of Association. There is no agreement in respect of the director’s remuneration of Ms. Zhang and her director’s remuneration will be determined by the Board by reference to the market conditions and subject to the shareholders’ approval at the AGM. Save as disclosed above, Ms. Zhang does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company and does not have any interest in shares, within the meaning of Part XV of SFO.

Save as disclosed above, Ms. Zhang has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with her reelection and there are no other information that should be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules.

THE HON SIR DAVID AKERS-JONES, GBM – INDEPENDENT NON-EXECUTIVE

DIRECTOR , aged 80, has been an Independent Non-executive Director of the Company since March 1995. He is Chairman of GAM Hong Kong Limited. He is Deputy Chairman of CNT Group Limited, Independent Non-executive Deputy Chairman of Hysan Development Company Limited and an Independent Non-executive Director of K. Wah International Holdings Limited. The shares of these three companies are listed on the Stock Exchange. He is also a chairman and member of various voluntary organisations. He received his Master of Arts Degree at Oxford University. He was formerly the chief secretary of Hong Kong. Save as disclosed above, he did not hold any directorship in other listed public companies in the past three years.

Sir David is a member of the audit committee and remuneration committee of the Company. Save as disclosed above, he does not hold any position with the Company and other members of the Group.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Sir David has personal interests in share option granted by the Company to subscribe for 1,000,000 shares at the exercise price of HK$0.296. Sir David is appointed for a term of one year until 31st December, 2007 and subject to retirement and re-election provisions in the Articles of Association. He is entitled to have a director fee of HK$110,000 per annum which is subject to the approval of the Board by reference to the prevailing market conditions and the Shareholder’s approval at an annual general meeting. He is also entitled to a meeting allowance of HK$5,000 for each meeting. Save as disclosed above, Sir David does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company and does not have any interest in shares, within the meaning of Part XV of the SFO.

Save as disclosed above, Sir David has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his reelection and there are no other information that should be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

CHINA EVERBRIGHT INTERNATIONAL LIMITED 中國光大國際有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 257)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Everbright International Limited (the “Company”) will be held at Concord Rooms 2-3, 8th Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Thursday, 26th April, 2007 at 10:30 a.m. for the following purposes:

1. To receive and consider the audited financial statements and reports of the directors and auditors for the year ended 31st December, 2006.

2. To declare a final dividend and a special dividend.

3. To re-elect directors and to authorize the board of directors to fix the directors’ remuneration.

4. To re-appoint auditors and to authorize the board of directors to fix the remuneration of auditors.

5. To consider as special businesses and, if thought fit, pass the following Ordinary Resolutions:

ORDINARY RESOLUTIONS

• (1) “ THAT :

• (A) subject to paragraph (C) of this Resolution, 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$0.10 each in the capital of the Company (“Shares”) and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require shares to be allotted be and hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (B) the approval in paragraph (A) above shall authorize the Directors during the Relevant Period (as hereinafter defined) 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 shares to be allotted 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) an issue of Shares upon the exercise of subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantee as specified in such scheme or similar arrangement of Shares or rights to acquire the Shares; or (iii) an issue of Shares pursuant to any scrip dividends or similar arrangement providing for allotment of Shares in lieu of the whole or part of the dividend on Shares in accordance with the articles of association of the Company, shall not exceed 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 purpose 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; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company and the applicable laws of Hong Kong to be held; or

• (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; and

“Rights Issue” means an offer of Shares or issue of option, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors the holders of Shares, or any class of Shares, whose name appear on the register of members of the Company (and, where appropriate, to holders of other

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NOTICE OF ANNUAL GENERAL MEETING

securities of the Company entitled to the offer) on a fixed record date in proportion to their holdings of such Shares (or, where appropriate, such other securities) as at that date (subject to such exclusions or other arrangements as the 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 recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

• (2) “ THAT :

• (A) subject to paragraph (B) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company (“Shares”) on 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 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;

• (B) the aggregate nominal amount of the Shares to be repurchased by the Company pursuant to the approval in paragraph (A) of this Resolution shall not exceed 10 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

• (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; or

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company and the applicable laws of Hong Kong to be held; or

  • (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.”

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NOTICE OF ANNUAL GENERAL MEETING

• (3) “ THAT the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the Company (“Shares”) pursuant to the Ordinary Resolution No.(1) set out in item 5 in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of Shares in the capital of the Company repurchased by the Company under the authority granted pursuant to the Ordinary Resolution No.(2) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the Ordinary Resolution No.(2) set out in item 5 in the notice convening this meeting.”

By Order of the Board POON Yuen Ling Company Secretary

Hong Kong, 2nd April, 2007

Registered Office:

Room 2703, 27th Floor Far East Finance Centre 16 Harcourt Road Hong Kong

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.

2. 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 lodged with the registered office of the Company at Room 2703, 27th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Where there are joint holders of any share in the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for the purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

4. The register of members will be closed from Monday, 23rd April, 2007 to Thursday, 26th April, 2007, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the final dividend and the special dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s share registrars, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Friday, 20th April, 2007.

5. With regard to item 3 in this notice, the Board of Directors of the Company proposed that the retiring Directors, namely Mr. Wang Mingquan, Mr. Chen Xiaoping, Ms. Zhang Weiyun and Sir David AkersJones be re-elected as Directors of the Company. Details of these retiring Directors are set out in Appendix II of the circular to shareholders dated 2nd April, 2007.

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