Oriental Explorer Holdings Limited — Proxy Solicitation & Information Statement 2006

Oct 27, 2006

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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in QPL International Holdings Limited, you should at once hand this circular and accompanying 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.

QPL INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability) (Stock Code: 243)

RE-ELECTION OF RETIRING DIRECTORS GENERAL MANDATES TO REPURCHASE SHARES AND WARRANTS AND ISSUE SHARES ADOPTION OF THE 2006 SHARE OPTION SCHEME AMENDMENTS TO BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of QPL International Holdings Limited to be held on Wednesday, 29 November 2006 at 10:00 a.m. at Flat F, 17th Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, New Territories, Hong Kong is set out on pages 38 to 48 of this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding of the annual general meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

27 October 2006

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
GENERAL MANDATE TO REPURCHASE SHARES AND WARRANTS . . . . . . . . . . . . . .	7
GENERAL MANDATES TO ISSUE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
ADOPTION OF THE 2006 SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
AMENDMENTS TO THE BYE-LAWS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . .	10
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
PROCEDURE BY WHICH SHAREHOLDERS MAY DEMAND POLL . . . . . . . . . . . . . . . .	10
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
FURTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX I – BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS . . . . . . . . . . . .	12
APPENDIX II – EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE . .	19
APPENDIX III – SUMMARY OF THE PRINCIPAL TERMS OF
THE 2006 SHARE OPTION SCHEME. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
APPENDIX IV – PROPOSED AMENDMENTS TO THE BYE-LAWS . . . . . . . . . . . . . . . . . . .	35
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38

• i -

DEFINITIONS

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

the date on or before which an offer of grant of Option may be accepted by the relevant Eligible Person, being a date not later than 28 days after the Offer Date but not after the Expiry Date

“Acceptance Date”	the date on or before which an offer of grant of Option may be
	accepted by the relevant Eligible Person, being a date not later
	than 28 days after the Offer Date but not after the Expiry Date
“Adoption Date”	the date on which the 2006 Share Option Scheme is adopted by
	an ordinary resolution of the Company in general meeting
“AGM”	the annual general meeting of the Company to be held on
	Wednesday, 29 November, 2006 at 10:00 a.m. at Flat F, 17th
	Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, New
	Territories, Hong Kong, notice of which is set out on pages 38 to
	48 of this circular
“associate(s)”	has the meaning ascribed to it in Rule 1.01 of the Listing Rules
“Auditors”	the auditors, from time to time, of the Company
“business associate(s)”	consultant, adviser, supplier, customer or subcontractor
“Board”	the board of Directors (as constituted from time to time) or a duly
	authorised committee thereof (as constituted from time to time)
“CG Code”	the Code of Corporate Governance Practices contained in Appendix
	14 of the Listing Rules
“Commencement Date”	in respect of an Option, means the date upon which such Option
	is deemed to have been granted and accepted in accordance sub-
	Paragraph 2(D) of Appendix III to this circular
“Company”	QPL International Holdings Limited, an exempted company
	incorporated in Bermuda, the Shares and Warrants of which are
	listed on the Stock Exchange
“Concert Parties”	parties acting in concert with Mr. Li Tung Lok for the purpose of
	the Takeovers Code
“connected person”	has the meaning ascribed to it in Rule 1.01 of the Listing Rules

• 1 -

DEFINITIONS

“Date of Grant”

in respect of an Option and an Eligible Person, means:–

• (i) (where no approval of shareholders of the Company is required for the grant or further grant of Option) the Offer Date; or

• (ii) (where approval of shareholders of the Company is required for the grant or further grant of Option) the date of the resolution of the Board proposing the grant or further grant of Option,

which must be a Trading Day

“Directors” the directors of the Company

“Eligible Employee” any person who is:–

• (i) a full-time employee or executive director of the Company or any Subsidiary; or

• (ii) a non-executive director (including any independent nonexecutive directors) of the Company or any Subsidiary

“Eligible Person”

any person who is:–

• (i) an Eligible Employee or his or her associate; or

• (ii) a business associate of the Company or any Subsidiary; or

• (iii) any other person whomsoever is determined by the Board as having contributed to the development, growth or benefit of the Company or any Subsidiary or as having spent any material time in or about the promotion of the business of the Company or any Subsidiary,

provided always, (i) that an Eligible Person can be an individual or bodies corporate, corporations, partnerships, sole proprietorships, organisations, associations, enterprises, branches and entities of any other kind whether or not having separate legal identity; and (ii) that Mr. Li Tung Lok (the Chairman and executive Director of the Company as at the date hereof) shall not be regarded as an Eligible Person for the purpose of the 2006 Share Option Scheme.

• 2 -

DEFINITIONS

“Exercise Price” in respect of an Option means the price per Share at which a Grantee may subscribe for Shares on the exercise of such Option, calculated in accordance with Paragraph 3 and subject to adjustments in accordance with Paragraph 7 of Appendix III to this circular “Expiry Date” in respect of an Option, means the date of expiry of such Option as may be determined by the Board, which shall not be later than the day immediately preceding the 5th anniversary of the Offer Date “Grantee” any Eligible Person who accepts the offer of grant of an Option in accordance with the terms of the 2006 Share Option Scheme or (where the context so permits) a person or persons who, in accordance with the applicable laws of succession is or are entitled to exercise the Option granted to and accepted by such Eligible Person (to the extent not already exercised) in consequence of the death of such Eligible Person “Gross Annual Salary” in relation to any Eligible Employee or his or her associate, means the total remuneration of such Eligible Employee (including any bonuses but excluding reimbursement of expenses, accommodation allowance, travel allowance and the value of any benefits in kind) from the Company and/or any Subsidiary or Subsidiaries for the 12 months next following the proposed Date of Grant of the relevant Option as notified to the Eligible Employee from time to time and in the absence of such notice, the total remuneration of such Eligible Employee for the 12 months immediately preceding the proposed Date of Grant of the relevant Option

the Company and its Subsidiaries from time to time

• “Group” “HK$” “Hong Kong” “Latest Practicable Date”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China “Latest Practicable Date” 23 October 2006, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular “Listing Rules” the Rules Governing the Listing of Securities on Stock Exchange “Notice” Notice of AGM as set out on page 38 to 48 of this circular

• 3 -

DEFINITIONS

“Offer Date”	in respect of an Option, means the date on which such Option is
	offered to an Eligible Person, which must be a Trading Date and
	which date shall conclusively be determined as the date of the
	letter of offer in respect thereof in accordance with sub-Paragraph
	2(C) of Appendix III to this circular
“Option”	an option to subscribe for Shares granted pursuant to the 2006
	Share Option Scheme
“Option Period”	in respect of an Option, means any time during the period
	beginning with the Commencement Date and ending on the Expiry
	Date
“Repurchase Mandate”	the general mandate to repurchase Shares and Warrants of the
	Company as referred to in the paragraph headed “General Mandate
	To Repurchase Shares and Warrants” in this circular
“Scheme Mandate Limit”	has the meaning ascribed to it in sub-Paragraph 6(B) of Appendix
	III to this circular
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
“2000 Share Option Scheme”	the share option scheme adopted by the Company on 14 April
	2000 which expired on 13 April 2005
“2006 Share Option Scheme”	the new share option scheme proposed to be approved by the
	Shareholders at the AGM, a summary of the principal terms of
	which is set out in Appendix III to this circular
“Share(s)”	ordinary share(s) of HK$0.08 each in the share capital of the
	Company or, if there has been a sub-division, reduction,
	consolidation, reclassification or reconstruction of the share capital
	of the Company, shares forming part of the ordinary share capital
	of the Company as a result from any such sub-division, reduction,
	consolidation, reclassification or reconstruction
“Shareholder(s)”	holder(s), from time to time, of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited or (if applicable)
	such other stock exchange on which the issued share capital of
	the Company is primarily listed

• 4 -

	DEFINITIONS
“Subsidiary”	a subsidiary within the meaning of the Companies Ordinance (Cap.
	32 of the Laws of Hong Kong) of the Company or an entity which
	is otherwise required to be accounted for as a subsidiary of the
	Company pursuant to the accounting policies of the Company
	from time to time, whether incorporated in Hong Kong or
	elsewhere
“substantial shareholder”	has the meaning ascribed to it in Rule 1.01 of the Listing Rules
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers issued by the
	Securities and Futures Commission of Hong Kong
“Trading day”	a day on which the Stock Exchange is open for business and it is
	possible to trade Shares on the Stock Exchange
“Warrant(s)”	Warrant(s) issued by the Company to subscribe for new Shares on
	or before 14 October 2007 at an adjusted subscription price of
	HK$1.78 per new Share as disclosed in the announcement of the
	Company dated 8 December 2005, subject to adjustment
“Warrantholder(s)”	holder(s), from time to time, of Warrants

• 5 -

LETTER FROM THE BOARD

QPL INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 243)

Directors: Mr. Li Tung Lok Mr. Kwan Kit Tong Kevin Mr. Robert Charles Nicholson Mr. Sze Tsai To Robert Mr. Wong Chun Bong Alex*

* independent non-executive Director

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal Office: Flat F 17th Floor CDW Building 388 Castle Peak Road Tsuen Wan New Territories Hong Kong

27 October 2006

To the Shareholders (and for information, to the Warrantholders)

Dear Sir/Madam,

RE-ELECTION OF RETIRING DIRECTORS GENERAL MANDATES

TO REPURCHASE SHARES AND WARRANTS AND ISSUE SHARES ADOPTION OF THE 2006 SHARE OPTION SCHEME AMENDMENTS TO BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you information regarding resolutions which are to be proposed at the Annual General Meeting of the Company to be held on Wednesday, 29 November 2006.

• 6 -

LETTER FROM THE BOARD

The resolutions to be proposed at the AGM include ordinary resolutions, inter alia, (i) re-electing the retiring Directors; (ii) granting to the Directors the Repurchase Mandate; (iii) granting to the Directors general and unconditional mandates (a) to allot, issue and deal with further Shares (and securities convertible into Shares) representing up to a maximum of 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution and (b) to allot, issue and deal with new Shares not exceeding the aggregate nominal amount of the share capital so repurchased by the Company pursuant to the Repurchase Mandate; and (iv) approving the adoption of the 2006 Share Option Scheme, and a special resolution amending the Bye-laws of the Company.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 102A of the Bye-laws of the Company, Mr. Kwan Kit Tong Kevin, being an executive Director, and Mr. Robert Charles Nicholson, Mr. Sze Tsai To Robert and Mr. Wong Chun Bong Alex, all being non-executive Directors, will retire from office at the AGM and, being eligible, have offered themselves for re-election.

As the executive Chairman of the Board, Mr. Li Tung Lok is not, by virtue of Bermuda law, subject to retirement by rotation. However, in order to comply with the Code Provision A.4.2 of the CG Code, which stipulates that every director should be subject to retirement by rotation at least once every three years, Mr. Li will voluntarily retire from office and offer himself for re-election at the AGM, and at least once every three years thereafter.

Pursuant to the Company’s own Code on Corporate Governance Practices, which is based on the principles and provisions contained in the CG Code and was adopted by the Board on 23 January 2006, every non-executive Director should be appointed for a fixed term of not more than three years, subject to re-election. Accordingly, the term of appointment for each of the non-executive Directors offering himself for re-election shall be a fixed term of not more than three years, commencing on the date of his re-election (being the date of the AGM or date to which it is adjourned, as the case may be) and ending on the earlier of (i) the day immediately preceding the third anniversary of his re-election; and (ii) the time of his retirement by rotation pursuant to the Bye-laws of the Company.

Biographical details of the retiring Directors who will stand for re-election at the AGM are set out in Appendix I to this circular.

The re-election of the retiring Directors will be individually put to vote by Shareholders at the AGM.

GENERAL MANDATE TO REPURCHASE SHARES AND WARRANTS

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general mandate to exercise all powers of the Company to repurchase issued Shares and to repurchase issued Warrants, subject to the criteria set out in this circular. In particular, the maximum number of securities that may be repurchased pursuant to the Repurchase Mandate will be (a) in the case of Shares, up to 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 and (b) in the case of Warrants, up to 10 per cent. of the aggregate nominal amount of subscription rights attached to all Warrants outstanding as at the date of passing of the relevant resolution.

• 7 -

LETTER FROM THE BOARD

The Repurchase Mandate will end on the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; and

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Company’s Bye-laws to be held; and

• (iii) the revocation or variation of the relevant resolution by an ordinary resolution of the Shareholders in general meeting.

In accordance with the Listing Rules, and in particular the rules regulating repurchase of securities on the Stock Exchange, the Company is required to send to Shareholders an explanatory statement containing information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its Shares and Warrants. This explanatory statement is set out in Appendix II to this circular.

GENERAL MANDATES TO ISSUE SHARES

At the AGM, ordinary resolutions will be proposed to grant to Directors general and unconditional mandates:

• (i) to allot, issue and otherwise deal with additional Shares (and securities convertible into Shares) representing up to a maximum of 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; and

• (ii) authorizing the addition to the mandate to allot, issue and deal with new Shares (referred to at (i) above) the aggregate nominal amount of Shares repurchased by the Company pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 767,244,211 Shares. Assuming no further Shares will be issued or repurchased by the Company on or before the date of the AGM, the maximum number of Shares to which the mandate referred to at (i) above relate is 153,448,842 Shares.

ADOPTION OF THE 2006 SHARE OPTION SCHEME

The 2000 Share Option Scheme, having originally been adopted in April 2000, expired in April 2005. Rather than convening a special general meeting at that time for the purpose of adopting a new scheme, an ordinary resolution will be proposed at the AGM to adopt the 2006 Share Option Scheme.

The purpose of the 2006 Share Option Scheme, details of which are set out in Appendix III to this circular, is to provide Eligible Persons with the opportunity to acquire proprietary interests in the Company and to encourage Eligible Persons to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole. As agreed by Mr. Li Tung Lok, the Chairman and executive Director of the Company, and as provided by the rules of the 2006 Share Option Scheme, Mr. Li will not be entitled to any grant of Options under the 2006 Share Option Scheme.

• 8 -

LETTER FROM THE BOARD

The 2006 Share Option Scheme does not specify a minimum period for which an Option must be held nor a performance target which must be achieved before an Option can be exercised. However, the rules of the 2006 Share Option Scheme provide that the Board may determine, at its sole discretion, such terms and conditions for the grant of an Option. The basis for determination of the exercise price is also specified precisely in the rules of the 2006 Share Option Scheme. The Directors consider that the aforesaid criteria and rules will serve to preserve the value of the Company and encourage Eligible Persons to acquire proprietary interests in the Company.

Grants of Options under the 2006 Share Option Scheme are conditional upon:–

• (1) the Shareholders passing an ordinary resolution at the AGM to approve the adoption of the 2006 Share Option Scheme; and

• (2) the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of Options granted under the 2006 Share Option Scheme.

If condition (2) above is not satisfied within three months after the date of adoption of the 2006 Share Option Scheme, the 2006 Share Option Scheme shall forthwith determine and no person shall be entitled to any rights or benefits or be under any obligations under or in respect of the 2006 Share Option Scheme or any Option.

Based on the 767,244,211 Shares in issue as at the Latest Practicable Date and assuming that there is no change in the issued share capital of the Company before the AGM, the maximum number of Shares that can be issued upon exercise of Options to be granted under the proposed 2006 Share Option Scheme and any other share option scheme(s) of the Company is 76,724,421 Shares, representing 10 per cent. of the Shares in issue as at the date of passing the ordinary resolution approving the adoption of the 2006 Share Option Scheme.

As at the Latest Practicable Date, there are no options outstanding as granted pursuant to the 2000 Share Option Scheme.

The Directors believe that any calculation of the fair value of the Options as at the Latest Practicable Date before the Options are actually granted would not be meaningful and would be misleading to Shareholders, because any valuation of the fair value of the Options would have to be based on the circumstances as at the Latest Practicable Date, but Options would not be granted until the 2006 Share Option Scheme is approved i.e. after the Latest Practicable Date. Given also the fact that there are various factors relevant to each individual grant (including vesting periods and lock-ups), such valuation figure cannot be relied upon as being an accurate measure of the fair value of all Options that may, in the future, be granted.

However, Shareholders should note that, in compliance with the Listing Rules, estimated valuations and cost of Options granted during any financial period based on the Black-Scholes option pricing model, the binominal option pricing model or a comparable based on generally accepted methodology will be provided in the Company’s annual report and interim report, in accordance with the generally accepted accounting principles in Hong Kong.

• 9 -

LETTER FROM THE BOARD

An application will be made to the Stock Exchange for approval of the listing of and permission to deal in the Shares that may be issued pursuant to the exercise of Options that may be granted under the 2006 Share Option Scheme. An announcement will be published by the Company in compliance with the Listing Rules in respect of the outcome of the proposed resolution to approve the 2006 Share Option Scheme as soon as practicable after (which is expected to be the business day immediately following) the AGM.

The rules of the 2006 Share Option Scheme will be available for inspection during normal business hours (from 9:00 a.m. to 5:30 p.m.) on any business day (from Monday to Friday) at the principal office of the Company in Hong Kong at Flat F, 17th Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, New Territories, Hong Kong from the date of this circular up to and including the date of AGM and at the AGM.

AMENDMENTS TO THE BYE-LAWS OF THE COMPANY

The Directors propose that the Company should amend its Bye-laws primarily to bring them in line with the CG Code and certain amendments that were made to the Listing Rules with effect from 1 March 2006. A special resolution will be proposed at the AGM to amend the Bye-laws of the Company.

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

ANNUAL GENERAL MEETING

The Notice convening the AGM is set out on pages 38 to 48 of this circular. A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and deposit it with the principal office of the Company in Hong Kong at Flat F, 17th Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, New Territories, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

PROCEDURES BY WHICH SHAREHOLDERS MAY DEMAND POLL

Pursuant to Bye-law 83 of the Bye-laws of the Company, a resolution put to the vote of any general meeting shall be decided on a show of hands unless a poll is required to be taken under the rules of any applicable stock exchange in the relevant territories or a poll is (before or on the declaration of the results of the show of hands) demanded by:

• (i) the chairman; or

• (ii) at least three Shareholders present in person or by proxy for the time being entitled to vote at the meeting; or

• (iii) any Shareholder or Shareholders present in person or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• 10 -

LETTER FROM THE BOARD

• (iv) a Shareholder or Shareholders 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.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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 facts the omission of which would make any statement contained herein misleading.

RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for, inter alia, (i) the re-election of retiring Directors; (ii) granting to the Directors the Repurchase Mandate; (iii) granting to the Directors the general mandates to issue further Shares; and (iv) the adoption of the 2006 Share Option Scheme, and the proposed special resolution for approving amendments to the Bye-laws of the Company are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of each such resolution.

FURTHER INFORMATION

Your attention is drawn to Appendix I to this circular which sets out the biographical details of the retiring Directors, Appendix II which provides an explanatory statement concerning the proposed resolution to approve the Repurchase Mandate; Appendix III which sets out the summary of the terms of the 2006 Share Option Scheme and Appendix IV which sets out the proposed amendments to the Bye-laws of the Company.

By Order of the Board QPL International Holdings Limited Li Tung Lok Chairman

• 11 -

APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

The followings are particulars of the retiring Directors who have offered themselves for re-election at the AGM.

MR. LI TUNG LOK

Mr. Li Tung Lok, aged 54, is the founder of the Group. He has been an executive Director of the Company and Chairman of the Board since January 1989. Mr. Li is also a member of the Remuneration Committee of the Company.

Mr. Li has a B. Sc. degree in Chemical Engineering and over 26 years of experience in servicing the semiconductor industry. He has been a director of ASAT Holdings Limited (“ASAT”), a company listed on the NASDAQ Market and an associated company of the Company, since October 1999 and was appointed as its acting chief executive officer on 1 September 2006. Mr. Li also serves as a director of certain subsidiaries of the Company, all being unlisted companies.

There is no service contract between Mr. Li and the Company. The emoluments (inclusive of salary, bonus and benefit in kinds) of Mr. Li were approximately HK$19,300,000 for the financial year ended 30 April 2006, which were determined by the Remuneration Committee of the Company with reference to his duties, responsibilities, as well as the remuneration benchmark in the industry and the prevailing market conditions. His emoluments are subject to review by the Remuneration Committee from time to time. Mr. Li does not receive a director’s fee. As the executive Chairman of the Board, Mr. Li is not, by virtue of Bermuda law, subject to retirement by rotation. However, in order to comply with the Code Provision A.4.2 of the CG Code, which stipulates that every director should be subject to retirement by rotation at least once every three years, Mr. Li will voluntarily retire from office and offer himself for re-election at the AGM, and at least once every three years thereafter.

Save as disclosed herein, Mr. Li does not have any relationship with any of the other Directors or senior management or any of the substantial shareholders or controlling shareholders of the Company.

• 12 -

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

At the Latest Practicable Date, the interests and short position of Mr. Li and his associates in the share capital and underlying shares attached to derivatives of the Company or any of its associated corporations as recorded in the register maintained by the Company pursuant to Section 352 of the SFO were as follows:

(i) The Company

Number of issued Shares/underlying Shares attached to derivatives of the Company

Shares in issue Warrants in issue Long position Short position	Personal interest 273,794,282 37,113,122 310,907,404 –	Family interest 3,000,000 (note a) 511,235 (note a) 3,511,235 –	Corporate interest 18,590,944 (note b) 3,168,118 (note b) 21,759,062 –	Percentage of the issued capital of the Total Company 295,385,226 40,792,475 336,177,701 43.82% –

Notes:

• (a) The family interests of 3,000,000 Shares and 511,235 underlying Shares attached to the Warrants represent the interest of the wife of Mr. Li.

• (b) Mr. Li is the controlling shareholder of Solar Forward Company Limited which owns 18,590,944 Shares and 3,168,118 underlying Shares attached to the Warrants.

• 13 -

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

(ii) Associated corporation – ASAT

Number of issued ordinary shares/ underlying ordinary shares attached to derivatives of ASAT

Ordinary shares in issue Unlisted share options Long position Short position	Personal interest 1,448,000 2,500,000 3,948,000 –	Family interest – – –	Corporate interest – – –	Percentage of the issued capital Total of ASAT 1,448,000 2,500,000 3,948,000 0.59% –

Save as disclosed above, there are no other matters that need to be brought to the attention of Shareholders in connection with the re-election of Mr. Li as an executive Director of the Company nor is there any other information to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

MR. KWAN KIT TONG KEVIN

Mr. Kwan Kit Tong Kevin, aged 47, has been an executive Director of the Company since January 2006. He is also the Group Financial Controller of the Company, a position which he has held since joining the Company in June 1999, and was appointed as Chief Executive Officer of the Company on 1 September 2006.

Mr. Kwan has a B. Com. Degree from the University of Southern Queensland, Australia. He is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants.

Prior to joining the Group in June 1999, he had over 19 years of auditing, accounting and corporate advisory experience with PricewaterhouseCoopers and listed and private groups of conglomerates in Hong Kong and overseas. For the preceding seven years, he held various financial control management positions in the China International Trust and Investment Corporation group of companies.

Mr. Kwan is a non-executive director of Wafer Systems Limited, whose shares are listed on the Growth Enterprise Market of the Stock Exchange. He was a director of ASAT Holdings Limited, a company listed on the NASDAQ Market and an associated company of the Company, from November 2003 to March 2004 and was reappointed in March 2006. Mr. Kwan also serves as a director of certain subsidiaries of the Company, all being unlisted companies.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

Mr. Kwan has a service contract with the Company for acting as Group Financial Controller and Chief Executive Officer of the Company, which may be terminated by Mr. Kwan or the Company on giving three months’ advance notice. Under his service contract, Mr. Kwan is currently entitled to receive a monthly salary of HK$110,000 plus bonus equivalent to 1.5 times of his monthly salary per annum, which were determined by the Remuneration Committee of the Company with reference to his duties and responsibilities, as well as the remuneration benchmark in the industry and the prevailing market conditions. His emoluments are subject to review by the Remuneration Committee from time to time. Mr. Kwan does not receive a director’s fee. The term of his service as an executive Director is subject to retirement and re-election at the annual general meeting of the Company in accordance with the Company’s Bye-laws.

Save as disclosed herein, Mr. Kwan does not have any relationship with any of the other Directors or senior management or any of the substantial shareholders or controlling shareholders of the Company.

At the latest practicable date, Mr. Kwan did not have any interests in shares or underlying shares attached to derivatives of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters that need to be brought to the attention of Shareholders in connection with the re-election of Mr. Kwan as an executive Director of the Company nor is there any other information to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

MR. ROBERT CHARLES NICHOLSON

Mr. Robert Charles Nicholson, aged 50, has been an independent non-executive Director of the Company since October 1994. He is also the Chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company.

Mr. Nicholson qualified as a solicitor in England and Wales in 1980 and in Hong Kong in 1982. He was a senior partner of Richards Butler from 1985 to 2001 where he established the corporate and commercial department. He has had wide experience in corporate finance and cross border transactions, including mergers and acquisitions, regional telecommunications, debt and equity capital markets, corporate reorganizations and privatization of stated-owned enterprises in PRC.

He was a senior advisor to the board of directors of PCCW Limited, a Hong Kong-listed company, between August 2001 and September 2003. He is an independent non-executive director of Pacific Basin Shipping Limited, a Hong Kong-listed company, and an executive director of First Pacific Company Limited, a Hong Kong-based and Hong Kong-listed investment and management company with principal business interests related to telecommunications and consumer food products. He also serves as a commissioner of First Pacific’s subsidiary in Indonesia, namely PT Indofood Sukses Makmur Tbk, an Indonesia-listed company, and as a director of First Pacific’s associated company in the Philippines, namely Level Up! International Holdings Pte Ltd, an unlisted company. In November 2005, he became a non-executive director of India Capital Growth Fund Limited which is listed on the AIM market of the London Stock Exchange.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

There is no service contract between Mr. Nicholson and the Company. The term of appointment for Mr. Nicholson as an independent non-executive Director will be a fixed term of not more than three years, commencing on the date of his re-election (being the date of the AGM or date to which it is adjourned, as the case may be) and ending on the earlier of (i) the day immediately preceding the third anniversary of his re-election; and (ii) the time of his retirement by rotation pursuant to the Bye-laws of the Company. The director’s fee of Mr. Nicholson as an independent non-executive Director was HK$375,000 for the financial year ended 30 April 2006, which was determined by the Board with authorization granted by the Shareholders at the annual general meeting of the Company held on 26 September 2005 and by reference to his duties and responsibilities, as well as the remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed herein, Mr. Nicholson does not have any relationship with any of the other Directors or senior management or any of the substantial shareholders or controlling shareholders of the Company.

At the latest practicable date, Mr. Nicholson did not have any interests in shares or underlying shares attached to derivatives of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Mr. Nicholson has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Company is of the view that Mr. Nicholson meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

Save as disclosed above, there are no other matters that need to be brought to the attention of Shareholders in connection with the re-election of Mr. Nicholson as an independent non-executive Director of the Company nor is there any other information to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

MR. SZE TSAI TO ROBERT

Mr. Sze Tsai To Robert, aged 65, has been an independent non-executive Director of the Company since April 2000. He is also the Chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination Committee of the Company.

Mr. Sze is a fellow of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants and was a partner in an international firm of accountants with which he practised for over 20 years.

He is a non-executive director of a number of Hong Kong listed companies, including Asia Satellite Telecommunications Holdings Limited, China Travel International Investment Hong Kong Limited, Dah Sing Banking Group Limited, Dah Sing Financial Holdings Limited, Min Xin Holdings Limited, Nanyang Holdings Limited, Hop Hing Holdings Limited, SW Kingsway Capital Holdings Limited and Television Broadcasts Limited. He was a non-executive director of First Mobile Group Holdings Limited, whose shares are listed on the Growth Enterprise Market of the Stock Exchange, between September 2000 and June 2005. He is also a member of the Shanghai Committee of the Chinese People’s Political Consultative Conference.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

There is no service contract between Mr. Sze and the Company. The term of appointment for Mr. Sze as an independent non-executive Director will be a fixed term of not more than three years, commencing on the date of his re-election (being the date of the AGM or date to which it is adjourned, as the case may be) and ending on the earlier of (i) the day immediately preceding the third anniversary of his re-election; and (ii) the time of his retirement by rotation pursuant to the Bye-laws of the Company. The director’s fee of Mr. Sze as an independent non-executive Director was HK$500,000 for the financial year ended 30 April 2006, which was determined by the Board with authorization granted by the Shareholders at the annual general meeting of the Company held on 26 September 2005 and by reference to his duties and responsibilities, as well as the remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed herein, Mr. Sze does not have any relationship with any of the other Directors or senior management or any of the substantial shareholders or controlling shareholders of the Company.

At the latest practicable date, Mr. Sze did not have any interests in shares or underlying shares attached to derivatives of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Mr. Sze has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Company is of the view that Mr. Sze meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

Save as disclosed above, there are no other matters that need to be brought to the attention of Shareholders in connection with the re-election of Mr. Sze as an independent non-executive Director of the Company nor is there any other information to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

MR. WONG CHUN BONG ALEX

Mr. Wong Chun Bong Alex, aged 47, has been an independent non-executive Director of the Company since April 2000. He is also the Chairman of the Nomination Committee and a member of the Audit Committee and the Remuneration Committee of the Company.

Mr. Wong is a certified public accountant in Hong Kong, and is the proprietor of C.B. Wong & Co. Certified Public Accountants. He was the Chairman of the Executive Committee of the Association of Chartered Certified Accountants (ACCA) Hong Kong in 1999/2000. He also served as a member of the Inland Revenue Department Users’ Committee from 1998 to 2003. He has over 20 years’ experience in auditing, taxation, accounting and financial management. Mr. Wong did not hold any directorship in any other listed public companies in the last three years.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

There is no service contract between Mr. Wong and the Company. The term of appointment for Mr. Wong as an independent non-executive Director will be a fixed term of not more than three years, commencing on the date of his re-election (being the date of the AGM or date to which it is adjourned, as the case may be) and ending on the earlier of (i) the day immediately preceding the third anniversary of his re-election; and (ii) the time of his retirement by rotation pursuant to the Bye-laws of the Company. The director’s fee of Mr. Wong as an independent non-executive Director was HK$300,000 for the financial year ended 30 April 2006, which was determined by the Board with authorization granted by the Shareholders at the annual general meeting of the Company held on 26 September 2005 and by reference to his duties and responsibilities, as well as the remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed herein, Mr. Wong does not have any relationship with any of the other Directors or senior management or any of the substantial shareholders or controlling shareholders of the Company.

At the latest practicable date, Mr. Wong did not have any interests in shares or underlying shares attached to derivatives of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Mr. Wong has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Company is of the view that Mr. Wong meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

Save as disclosed above, there are no other matters that need to be brought to the attention of Shareholders in connection with the re-election of Mr. Wong as an independent non-executive Director of the Company nor is there any other information to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

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EXPLANATORY STATEMENT

APPENDIX II

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide information to you with regard to the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities (which shall include, where the context permits, shares of all classes and securities which carry a right to subscribe or purchase shares) on the Stock Exchange subject to certain restrictions amongst which the Listing Rules provide that the shares proposed to be repurchased by a company must be fully paid-up and all repurchases of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders either by way of general mandate to the Directors to make such repurchases or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised of 767,244,211 Shares and there were 130,747,197 Warrants outstanding carrying aggregate nominal amount of subscription rights of HK$232,730,012 exercisable into 130,747,197 new Shares at the adjusted subscription price of HK$1.78 per Share (subject to adjustment). Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no Shares and Warrants are allotted and issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 76,724,421 Shares (representing 10 per cent. of the issued share capital of the Company as at the date of passing the proposed resolution on the Repurchase Mandate) and to repurchase a maximum of 13,074,719 Warrants carrying aggregate nominal amount of subscriptions rights of HK$23,273,001 (representing 10 per cent. of the aggregate nominal amount of subscription rights attached to all Warrants outstanding as at the date of passing the proposed resolution on the Repurchase Mandate) exercisable into 13,074,719 new Shares at the adjusted subscription price of HK$1.78 per Share (subject to adjustment).

3. REASONS FOR THE REPURCHASE

The Directors believe that the ability to repurchase Shares and Warrants is in the best interests of the Company and the Shareholders as a whole. Repurchases may, depending on the market conditions and funding arrangements of the Company at the time, result in an increase in net asset value and/or earnings per Share. The Directors are seeking a general mandate to repurchase Shares and Warrants so as to give the Company flexibility to do so if and when appropriate. The number(s) of Shares and Warrants to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase Shares and Warrants, a repurchase would be effected where the resulting reduction in the issued capital of the Company was considered beneficial. The Directors believe that an ability to repurchase Shares and/or Warrants gives the Company additional flexibility that would be beneficial. Shareholders can be assured that the Directors would only make such repurchases in circumstances where they consider them to be in the interest of the Company because they consider the Shares and/or Warrants can be purchased on favourable terms.

• 19 -

EXPLANATORY STATEMENT

APPENDIX II

4. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for such purpose in accordance with the Company’s memorandum of association and Bye-laws, the Listing Rules and the applicable laws of Bermuda. The Companies Act 1981 of Bermuda (as amended) provides that the amount of capital paid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or from the proceeds of a fresh issue of shares made for the purpose. The Companies Act 1981 of Bermuda (as amended) further provides that the amount of premium payable on repurchase may only be paid out of either the funds that would otherwise be available for distribution or dividend or out of the share premium account of the Company. The Shares repurchased will be treated as cancelled and the amount of the Company’s issued share capital will be diminished by the nominal value of such Shares, but the aggregate amount of the Company’s authorised share capital will not be thereby reduced.

On the basis of the consolidated financial position of the Company as at 30 April 2006 (being the date to which the latest published audited consolidated 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 and Warrants of the Company in issue as at the Latest Practicable Date, the Directors consider that there would be a material adverse impact on the working capital position and that there would be a material adverse impact on the gearing position of the Company in the event that repurchases of all the Shares and/or Warrants the subject of the proposed mandate were to be carried out in full during the proposed mandate period. However, no repurchase would be made in circumstances that would have a material adverse impact on the working capital or gearing position of the Company (as compared with the financial position disclosed in its latest published audited consolidated financial statements) unless the Directors consider that such repurchases were in the best interests of the Company.

• 20 -

EXPLANATORY STATEMENT

APPENDIX II

5. SHARE AND WARRANT PRICES

The highest and lowest prices at which the Shares and Warrants were traded on the Stock Exchange in each of the previous twelve months immediately prior to the Latest Practicable Date were as follows:

	SHARES	SHARES	WARRANTS	WARRANTS
Month	Highest	Lowest	Highest	Lowest
	HK$	HK$	HK$	HK$
2005
October	0.870(A)	0.687 (A)	0.120	0.050
November	0.653(A)	0.578 (A)	0.050	0.010
December	0.650(A)	0.600 (A)	0.065	0.020
2006
January	0.940	0.600	0.168	0.038
February	1.080	0.820	0.184	0.100
March	1.050	0.820	0.162	0.060
April	0.890	0.700	0.142	0.050
May	0.870	0.670	0.120	0.030
June	0.800	0.610	0.120	0.020
July	0.760	0.620	0.110	0.030
August*	0.650	0.530	0.086	0.024
September*	–	–	–	–
October (up to the Latest
Practicable Date)*	–	–	–	–

* Trading in the Shares and Warrants was suspended for the period from 31 August 2006 up to and including the Latest Practicable Date as a result of the postponement in the publication of the annual results announcement and the dispatch of the annual report of the Group for the year ended 30 April 2006 in order to provide ASAT Holdings Limited, an associate of the Company listed in the United States of America on the NASDAQ Capital Market and a company of which approximately 42.4 per cent. of the issued share capital is held by the Company, further time to finalize and despatch to the Company its audited financial information for the financial year ended 30 April 2006. Such financial information is required by the Group in order to finalize and publish its audited annual results.

(A) Adjusted as a result of a rights issue

Source: The Stock Exchange of Hong Kong Limited

6. DIRECTORS’ INTERESTS

To the best of the knowledge of the Directors having made all reasonable enquiries, there are no Directors or associates (as defined in the Listing Rules) of the Directors who have a present intention, in the event that the Repurchase Mandate is granted by the Shareholders, to sell any of the Shares and/or Warrants to the Company.

• 21 -

EXPLANATORY STATEMENT

APPENDIX II

7. TAKEOVERS CODE

If, as a result of a share repurchase, a shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Li Tung Lok, a substantial shareholder of the Company, together with his Concert Parties, held approximately 38.50 per cent. of the then issued shares capital of the Company. On the basis of 767,244,211 Shares in issue as at the Latest Practicable Date and assuming no further issue, allotment or repurchase of Shares prior to the date of the AGM, if the Repurchase Mandate were exercised in full, the percentage shareholding of Mr. Li and his Concert Parties in the Company would increase to approximately 42.78 per cent.. Such increase may give rise to an obligation on the part of Mr. Li and his Concert Parties to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.

Further, the Company may not repurchase its own Shares on the Stock Exchange if that repurchase would result in the number of Shares which are in the hands of the public falling below 25 per cent. of the Company’s issued share capital.

8. CONNECTED PERSONS

No connected persons of the Company have notified the Company that they have a present intention to sell any of the Shares and/or Warrants to the Company and no such persons have undertaken not to sell any of the Shares and/or Warrants held by them to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

9. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases of the Shares and Warrants pursuant to the Repurchase Mandate in accordance with the Listing Rules, applicable laws of Bermuda and the regulations set out in the memorandum of association and Bye-laws of the Company.

10. SECURITIES REPURCHASES MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, the Company had not repurchased any of the Company’s listed securities (whether on the Stock Exchange or otherwise).

• 22 -

SUMMARY OF THE PRINCIPAL TERMS OF THE 2006 SHARE OPTION SCHEME

APPENDIX III

1. PURPOSE AND DURATION OF THE 2006 SHARE OPTION SCHEME

• (A) The purpose of the 2006 Share Option Scheme is to provide Eligible Persons with the opportunity to acquire proprietary interests in the Company and to encourage Eligible Persons to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole.

• (B) Subject to Paragraph 11, the 2006 Share Option Scheme shall be valid and effective for the period of five years commencing on the Adoption Date. On and after the fifth anniversary of the Adoption Date, no further Options shall be granted but in all other respects the provisions of the 2006 Share Option Scheme shall remain in full force and effect. Options which are granted during the life of the 2006 Share Option Scheme shall continue to be exercisable in accordance with their terms of issue.

2. OPTIONS

• (A) The Board shall, in accordance with the provisions of the 2006 Share Option Scheme, be entitled at any time following the Adoption Date and before the fifth anniversary of the Adoption Date, to offer to grant an Option to any Eligible Person whom the Board may, in its absolute discretion, select and subject to such conditions as it may think fit. Notwithstanding the foregoing but subject to sub-Paragraph (B) below, the total number of Shares issued and to be issued upon exercise of Options granted and to be granted under the 2006 Share Option Scheme and options granted and to be granted outside the terms of the 2006 Share Option Scheme to any single Eligible Person (including exercised, cancelled and/or outstanding Options granted under the 2006 Share Option Scheme and exercised, cancelled and/or outstanding options granted outside the terms of the 2006 Share Option Scheme), whether or not already a Grantee, in any 12-month period shall be subject to a limit that it shall not exceed 1 per cent. of the Shares in issue (the “ Individual Limit ”). Any grant or further grant of Options to an Eligible Person (whether or not already a Grantee) under the 2006 Share Option Scheme which would result in the Shares issued and that may be issued upon exercise of all Options granted and to be granted under the 2006 Share Option Scheme and all options granted and to be granted outside the terms of the 2006 Share Option Scheme to such Eligible Person (including those Shares issued or issuable in respect of exercised, cancelled and/or outstanding Options granted under the 2006 Share Option Scheme and those Shares issued or issuable in respect of exercised, cancelled and/or outstanding options granted outside the terms of the 2006 Share Option Scheme) in the 12month period up to and including the proposed Date of Grant exceeding the Individual Limit shall be subject to the separate approval of Shareholders in a general meeting in advance, on which approval the Eligible Person and his or her associates abstain from voting. The Company shall send to the Shareholders a circular containing the information required under the Listing Rules. The number and terms of Options proposed to be granted to such Eligible Person under the 2006 Share Option Scheme shall be fixed before Shareholders’ approval is sought.

• (B) Notwithstanding the foregoing, no grant or further grant of Options shall be made to an Eligible Person (whether or not already a Grantee) if such grant or further grant would result in the aggregate value of Shares from time to time (calculated on the basis of the closing price of the Shares as stated in the daily quotations sheet issued by the Stock

• 23 -

SUMMARY OF THE PRINCIPAL TERMS OF THE 2006 SHARE OPTION SCHEME

APPENDIX III

Exchange on the proposed Date of Grant) that may be issued upon exercise of all outstanding Options granted and Options to be granted (and any other outstanding options granted and options to be granted outside the terms of the 2006 Share Option Scheme, if any) to such Eligible Person exceeding:

• (i) in the case of an Eligible Employee or his/her associate, an amount equal to 5 times the Gross Annual Salary of the relevant Eligible Employee; and

• (ii) in any other cases, HK$5 million, or any other amount approved by a resolution of the Board either generally or on a case by case basis.

• (C) If in accordance with sub-Paragraphs (A) and (B) the Board determines to offer to grant an Option to an Eligible Person, the Board shall forward to the relevant Eligible Person a letter of offer (in duplicate), in such form as the Board may from time to time determine which states (or, alternatively, documents accompanying the letter of offer which state), inter alia:–

• (i) the Eligible Person’s name (and, as applicable, staff number);

• (ii) the Offer Date;

• (iii) the number of Shares in respect of which the Option is offered;

• (iv) the Exercise Price and the manner of payment of the Exercise Price for the Shares on, and in consequence of, the exercise of the Option;

• (v) the Expiry Date in relation to that Option;

• (vi) the method of exercise of the Option which shall, unless the Board otherwise determines, be as set out in Paragraph 4 below; and

• (vii) such other terms and conditions (including, but not limited to, any minimum period(s) for which that Option must be held and any minimum performance target(s) that must be reached before the Option can be exercised in whole or in part and any terms as to early termination of an Option) relating to the Option to subscribe for Shares which in the opinion of the Board are fair and reasonable but not being inconsistent with the rules and procedures applicable to the 2006 Share Option Scheme.

• (D) An Option shall be deemed to have been granted to and accepted by a Grantee and to have taken effect when the duplicate letter of offer constituting acceptance of the Option duly signed by an Eligible Person is received by the Company at its principal office in Hong Kong or such other address as is specified in the letter of offer on or before the relevant Acceptance Date. Any Option the offer of grant of which is not so accepted shall be deemed null and void and never to have been granted. No offer of grant of an Option may be accepted in respect of less than the number of Shares in respect of which it is offered. No Grantee of Option is required to pay for the grant of the relevant Option.

• 24 -

SUMMARY OF THE PRINCIPAL TERMS OF THE 2006 SHARE OPTION SCHEME

APPENDIX III

• (E) The Options will not be listed or dealt in on the Stock Exchange.

• (F) An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any third party over or in relation to any Option or attempt so to do, except with the prior written consent of the Board from time to time. Any breach of the foregoing shall entitle the Company to cancel any outstanding Option or any part thereof granted to such Grantee (including, but not limited to, the Option in question).

• (G) Any Options granted but not exercised may be cancelled if the Grantee thereof so agrees and (if the Board so resolves) new Options may be granted to that Grantee provided that such new Options are granted with the available unissued Options (excluding the Options so cancelled) within the limits prescribed by Paragraph 6 and are otherwise granted in accordance with the terms of the 2006 Share Option Scheme.

• (H) Each grant of Options to any director, chief executive or substantial shareholder of the Company, or any of his or her associates shall be subject to the prior approval of the independent non-executive directors of the Company (excluding any independent nonexecutive director in the circumstances where he or she or any of his or her associates is the proposed Grantee).

Where any grant of Options to a substantial shareholder or an independent non-executive director of the Company, or to any of his or her respective associates, would result in the Shares issued and issuable upon exercise of all Options already granted and to be granted under the 2006 Share Option Scheme and all options already granted and to be granted outside the terms of the 2006 Share Option Scheme to such person (including those Shares issued or issuable in respect of exercised, cancelled and/or outstanding Options granted under the 2006 Share Option Scheme and those Shares issued or issuable in respect of exercised, cancelled and/or outstanding options granted outside the terms of the 2006 Share Option Scheme) in the 12-month period up to and including the Date of Grant:–

• (i) representing in aggregate over 0.1 per cent. (or such other percentage as may from time to time be specified by the Stock Exchange) of the Shares in issue; and

• (ii) having an aggregate value, based on the closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange on the Date of Grant, in excess of HK$5 million (or such other amount as may from time to time be specified by the Stock Exchange),

such grant of Options shall be subject to prior approval by resolution of the Shareholders (voting by way of poll) on which all connected persons of the Company abstain from voting in favour; save that (for the avoidance of doubt) any connected person may, without affecting the validity of the relevant resolution, vote against the relevant resolution at the general meeting provided that its intention to do so has been stated in the circular to be sent to the Shareholders in connection therewith.

• 25 -

SUMMARY OF THE PRINCIPAL TERMS OF THE 2006 SHARE OPTION SCHEME

APPENDIX III

• (I) A grant of Options may not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been published in accordance with the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of (i) the date of the meeting of the Board (as such date is first notified to the Stock Exchange under the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and (ii) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules) and ending on the date of the results announcement, no Options may be granted.

3. EXERCISE PRICE

The Exercise Price in relation to each Option shall be determined by the Board in its absolute discretion but in any event shall not be less than the highest of:–

• (i) the closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange on the Date of Grant;

• (ii) the average closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange for the five Trading Days immediately preceding the Date of Grant; and

• (iii) the nominal value of the Share on the Date of Grant.

4.

EXERCISE OF OPTIONS

• (A) An Option may, subject to the terms and conditions upon which such Option is granted, be exercised in whole or in part in the manner set out in this Paragraph 4. An Option may be exercised during the Option Period only by the Grantee (including legal personal representatives of an Eligible Person to whom the Option was granted) giving notice in writing to the Company (in such form as the Company may require, either generally or on a case by case basis) stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Where the Option is exercised in part, it must be exercised in amounts or integral multiples of such number of Shares as shall represent the board lot for dealing in Shares traded on the Stock Exchange for the time being, save that any last exercise of an Option over the residual balance of Shares the subject of such Option may be exercised in full irrespective of whether or not such Shares represent a board lot or an integral multiple thereof. Each such notice must be accompanied by a remittance for the full amount of the Exercise Price for the Shares in respect of which the notice is given. Within 28 days after receipt of the notice and the remittance and, where appropriate, receipt of the Auditors’ or independent financial adviser’s certificate pursuant to Paragraph 7, the Company shall allot and issue the relevant Shares to the Grantee credited as fully paid with effect from (but excluding) the relevant exercise date and issue to the Grantee certificates in respect of the Shares so allotted.

• 26 -

SUMMARY OF THE PRINCIPAL TERMS OF THE 2006 SHARE OPTION SCHEME

APPENDIX III

• (B) No Option may be exercised by an Eligible Employee or his or her associate until such Eligible Employee has been in continuous employment with the Company or its Subsidiary or has been appointed as director of the Company or its Subsidiary for a period of one calendar year from the date of such Eligible Employee’s commencement of employment with or appointment by the Company or its Subsidiary.

• (C) In respect of an Eligible Person who is not an Eligible Employee or his or her associate, the Board may in its absolute discretion specify such minimum period (which shall be documented in the letter of offer referred to in sub-Paragraph 2(C)) for which an Option must be held before such Option can be exercised. In respect of an Eligible Person (whether or not an Eligible Employee), the Board may in its absolute discretion make, in individual cases, the exercise of an Option conditional on the achievement of minimum performance target(s) which shall be documented in the letter of offer referred to in sub-Paragraph 2(C).

• (D) The exercise of any Option shall be subject to the Shareholders of the Company in general meeting approving any necessary increase in the authorised share capital of the Company.

• (E) Subject to the terms and conditions upon which the Option is granted, an Option may be exercised by a Grantee (including legal personal representatives of an Eligible Person to whom the Option was granted) at any time or times during the Option Period, provided that:–

• (i) in the event of the Grantee (who is Eligible Employee) ceasing to be an Eligible Employee by reason of his/her death or ill heath provided that at the date of cessation, none of the events for termination of employment under sub-Paragraph 5(A)(iv) and (vi) exists with respect to such Eligible Employee (and subject always to the provisions of sub-Paragraph 5(B)), such Eligible Employee or his or her associates (being Grantee of Options) (or their respective legal personal representative) may exercise the Option up to their respective entitlements at such date of cessation (to the extent not already exercised) within the period of 12 months following the date of such cessation, which date shall be the last actual working day on which the relevant Eligible Employee was at work with the Company or the relevant Subsidiary on which salary is paid whether in lieu of notice or not or such longer period as the Board may determine.

• (ii) if a general offer (other than by way of scheme of arrangement) is made to all the holders of Shares (or all such holders other than the offeror, any person controlled by the offeror and/or any person acting in concert with the offeror) and such offer becomes or is declared unconditional on any date prior to the Expiry Date, the Company shall forthwith give notice thereof to the Grantee and the Grantee shall be entitled to exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent specified by the Company pursuant to sub-Paragraph (F)(ii) at any time within such period as shall be specified by the Company.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2006 SHARE OPTION SCHEME

APPENDIX III

• (iii) if a general offer by way of scheme of arrangement is made to all the holders of Shares and has been approved at the requisite meetings in the manner prescribed by the applicable laws and regulations and the Takeovers Code, the Company shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be specified by the Company) exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent specified by the Company pursuant to sub-Paragraph (F)(ii).

• (iv) in the event a notice is given by the Company to its Shareholders to convene a Shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be specified by the Company) exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent specified by the Company pursuant to sub-Paragraph (F)(ii), and the Company shall as soon as possible and in any event no later than three days immediately prior to the date on which the shareholders’ meeting is convened, allot, issue and register such number of fully paid Shares to the Grantee which falls to be issued on such exercise of the Option.

• (v) in the event of any scheme of arrangement between the Company and its members and/or creditors (other than a scheme of arrangement contemplated in sub-Paragraph (E)(iii) above), the Company shall, having given notice of the meeting to its members and/or creditors to consider such scheme, forthwith give notice of the same to the Grantee, and the Grantee may at any time thereafter (but before such time as shall be specified by the Company) exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent specified by the Company pursuant to sub-Paragraph (F)(ii).

• (F) For the purpose of this Paragraph 4:–

• (i) any references to exercising an Option shall refer to exercising that Option up to the extent not already exercised;

• (ii) pursuant to sub-Paragraphs (E)(ii), (iii), (iv) and (v), the Company may, in its discretion, notwithstanding the terms of the relevant Option, at the same time as giving the notice provided for under each of those paragraphs, also give notification to a Grantee that his or her Option may be exercised at any time within such period as shall be specified by the Company and/or to the extent specified by the Company; and

• (iii) if the Company gives the notification under sub-Paragraph (F)(ii) that an Option can be exercised in part only, the balance of the Option shall, on the giving of such notification, lapse.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2006 SHARE OPTION SCHEME

APPENDIX III

• (G) The Shares to be allotted and issued upon the exercise of an Option shall not carry voting rights nor rights to participate in any dividends or distributions (including those arising on a liquidation of the Company) in respect of the such Shares until completion of the registration of the Grantee as the holder thereof. The Shares to be allotted and issued upon the exercise of an Option shall be subject to all the provisions of the Memorandum of Association and Bye-laws of the Company for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date the name of the Grantee is registered on the register of members of the Company.

• (H) The Board shall have discretion as to the interpretation and application of the 2006 Share Option Scheme (including but not limited to discretion to grant waivers or extensions of any period specified in the 2006 Share Option Scheme or any letter of offer) to the extent such interpretation or application is not contrary to the explicit provisions hereof or of Chapter 17 of the Listing Rules.

5. EXPIRY OF OPTION

• (A) An Option shall lapse automatically (to the extent not already exercised) on the earliest of:–

• (i) the Expiry Date relevant to that Option;

• (ii) the expiry of any of the periods referred to in sub-paragraph 4(E);

• (iii) subject to sub-Paragraph 4(E)(iv), the date of commencement of the winding-up of the Company;

• (iv) in the case of a Grantee who is an Eligible Employee or his or her associates, the date on which:

  • (a) the relevant Eligible Employee ceases to be an employee or director of the Company or any Subsidiary by reason of proper termination of his/her employment or office for any reason other than death or ill health, which date shall be the last actual working day on which the relevant Eligible Employee was at work with the Company or the relevant Subsidiary on which salary is paid whether in lieu of notice or not. A resolution of the Board to the effect that employment or office of an Eligible Employee has or has not been terminated for any reason other than death or ill health shall be conclusive;

  • (b) the relevant Eligible Employee gives notice of resignation as employee or director to the Company or the relevant Subsidiary; or

  • (c) the relevant Eligible Employee ceases to be an employee or director of the Company or any Subsidiary by reason of his/her retirement in accordance with the provision of his/her contract of employment or service contract or policy of the Company or the relevant Subsidiary;

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2006 SHARE OPTION SCHEME

APPENDIX III

• (v) in the case of a Grantee which is not an individual, the date on which it appears either to be unable to pay or to have no reasonable prospect of being able to pay its debts or becomes insolvent or makes any arrangement or composition with its creditors generally or the circumstances in which the Option shall lapse as specified by the Board in the letter of offer referred to in sub-Paragraph 2(C) occur;

• (vi) the date on which the Board shall exercise the Company’s right to cancel the Option at any time after the Grantee commits a breach of sub-Paragraph 2(F); and

• (vii) subject to sub-Paragraph 4(E)(i), the date of death of the Grantee.

• (B) If the Grantee is an Eligible Employee or his or her associate then, notwithstanding any other term of the 2006 Share Option Scheme or of the grant of the relevant Option (but subject always to any waiver or extension granted by the Board), such Option granted to such Grantee shall lapse automatically (to the extent not already exercised) should the relevant Eligible Employee cease to be employed by or hold office at the Company or any Subsidiary for any reason whatsoever (including his or her death) during the 12-month period following the Offer Date.

6. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

• (A) The overall limit on the number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the 2006 Share Option Scheme and all outstanding options granted and yet to be exercised under any other share option scheme(s) of the Company must not exceed 30 per cent. of the Shares in issue from time to time.

• (B) In addition, the maximum number of Shares in respect of which Options may be granted under the 2006 Share Option Scheme shall not, when aggregated with any Shares subject to options to be granted pursuant to any other share option scheme(s) of the Company, exceed the limit of 10 per cent. of the Shares in issue on the Adoption Date (the “ Scheme Mandate Limit ”). Options lapsed in accordance with Paragraph 5 or rejected in accordance with subParagraph 2(D) and options lapsed or rejected in accordance with the terms of any other share option scheme(s) of the Company shall not be counted for the purpose of calculating the Scheme Mandate Limit.

• (C) The Scheme Mandate Limit referred to in sub-Paragraph 6(B) may be renewed at any time subject to prior Shareholders’ approval but in any event shall not exceed 10 per cent. of the Shares in issue as at the date of approval of the renewal of the Scheme Mandate Limit. Options previously granted under the 2006 Share Option Scheme and options previously granted under any other share option scheme(s) of the Company (including those outstanding, cancelled, lapsed or exercised) shall not be counted for the purpose of calculating the limit as renewed.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2006 SHARE OPTION SCHEME

APPENDIX III

• (D) The Company may also, having obtained separate Shareholders’ approval, grant Options beyond the Scheme Mandate Limit or the refreshed Scheme Mandate Limit to Eligible Persons specifically identified by the Company before the Shareholders’ meeting at which the aforesaid approval is sought. A circular containing the information required under the Listing Rules must be sent to the Shareholders.

7. CAPITAL RESTRUCTURING

In the event of any alteration in the capital structure of the Company whilst any Option remains exercisable, whether by way of capitalisation of profits or reserves, rights issue, consolidation, subdivision or reduction of the share capital of the Company, or otherwise howsoever (except on an issue of securities of the Company as consideration in a transaction which shall not be regarded as a circumstance requiring alteration or adjustment), such corresponding alterations or adjustments (if any) shall be made in:–

• (i) the number of Shares subject to any Option so far as such Option or any part thereof remains unexercised; and/or

• (ii) the Exercise Price,

or any combination thereof, and, provided always, that:

• (a) any such adjustments shall give a Grantee the same proportion of equity capital of the Company as that to which that Grantee was entitled prior to such adjustment; and

• (b) no adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value.

In respect of any such adjustments, the Auditors or an independent financial adviser engaged by the Company must confirm to the directors of the Company in writing that the adjustments proposed satisfy the requirements of the relevant provisions of the Listing Rules as interpreted from time to time by the Stock Exchange.

The Auditors or the independent financial adviser (as the case may be) shall act as experts and not as arbitrators and their certificate shall, in the absence of manifest error, be final and binding on the Company and the Grantee. The costs of the Auditors or the independent financial adviser (as the case may be) shall be borne by the Company.

8. INCREASE IN SHARE CAPITAL

Subject to sub-Paragraph 4(D), the Board shall at all times set aside for the purposes of the 2006 Share Option Scheme, out of the authorised but unissued share capital of the Company, such number of Shares as the Board may from time to time determine to be sufficient to meet subsisting requirements for the exercise of Options.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2006 SHARE OPTION SCHEME

APPENDIX III

9. DISPUTES

Any dispute arising under or in connection with the 2006 Share Option Scheme (whether as to the number of Shares the subject of an Option, the amount of the Exercise Price or otherwise) shall be referred to the decision of the Auditors or an independent financial advisor engaged by the Company who shall act as experts and not as arbitrators and whose decision shall, in the absence of manifest error, be final and conclusive and binding on all persons who may be affected thereby.

10. ALTERATION OF THE 2006 SHARE OPTION SCHEME

• (A) Subject to sub-Paragraph (B), the provisions of the 2006 Share Option Scheme may be altered by resolution of the Board (including without limitation amendments in order to comply with changes in legal or regulatory requirements and amendments in order to waive any restrictions, imposed by the provisions of the 2006 Share Option Scheme, which are not required by the Listing Rules) at any time, but not so as to affect adversely any rights which have accrued to any Grantee at that date except with:

• (i) the consent in writing of all such Grantees; or

• (ii) (in the case of a proposed amendment affecting all Grantees) the sanction of a Special Resolution passed at a meeting of the Grantees,

in either case, supported by consideration (if any), as may be necessary to give legal effect to the amendment.

• (B) Any provisions of the 2006 Share Option Scheme which relate to the matters set out in rule 17.03 of the Listing Rules cannot be altered to the advantage of Grantees or prospective Grantees, and no changes to the authority of the Board in relation to any alteration of the terms of the 2006 Share Option Scheme shall be made, without the prior approval of Shareholders in general meeting. Any alterations to the terms and conditions of the 2006 Share Option Scheme which are of a material nature or any change to the terms of Options granted shall not be effective unless approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the 2006 Share Option Scheme. The 2006 Share Option Scheme so altered must comply with the Listing Rules.

• (C) In respect of any meeting of Grantees as referred to in sub-Paragraph (A), all the provisions of the Bye-laws for the time being of the Company as to general meetings of the Company shall mutatis mutandis apply as though the Options were a class of shares forming part of the share capital of the Company except that:–

• (i) not less than 7 days’ notice of such meeting shall be given;

• (ii) a quorum at any such meeting shall be two Grantees present in person or by proxy and holding Options entitling them to the issue of one-tenth in nominal value of all Shares which would fall to be issued upon the exercise of all Options then outstanding;

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2006 SHARE OPTION SCHEME

APPENDIX III

• (iii) every Grantee present in person or by proxy at any such meeting shall be entitled on a show of hands to one vote, and on a poll, to one vote for each Share to which he or she would be entitled upon exercise in full of his or her Options then outstanding;

• (iv) any Grantee present in person or by proxy may demand a poll; and

• (v) if any such meeting is adjourned for want of a quorum, such adjournment shall be to such date and time, not being less than 7 or more than 14 days thereafter, and to such place as may be appointed by the chairman of the meeting. At any adjourned meeting those Grantees who are then present in person or by proxy shall form a quorum and at least 7 days’ notice of any adjourned meeting shall be given in the same manner as for an original meeting and such notice shall state that those Grantees who are then present in person or by proxy shall form a quorum.

11. TERMINATION

The Company by ordinary resolution in general meeting or the Board may at any time terminate the operation of the 2006 Share Option Scheme and in such event no further Options shall be granted hereunder but in all other respects the provisions of the 2006 Share Option Scheme shall remain in force and Options granted prior to such termination shall continue to be valid and exercisable in accordance with the 2006 Share Option Scheme.

12. COMPANY’S CASH ELECTION

• (A) Notwithstanding any other provision of the 2006 Share Option Scheme, the Board shall be entitled at its discretion at any time and from time to time to cancel any Option, either in whole or in part, after notice of exercise thereof has been given by the Grantee, but before the Company has issued and allotted any Shares pursuant to the exercise of that Option, by giving notice in writing to the Grantee stating that such Option is thereby cancelled.

• (B) If any Option shall be cancelled pursuant to sub-Paragraph 12(A), the Grantee shall, subject as hereinafter provided, be entitled to receive from the Company a refund of the aggregate Exercise Price paid on exercise of such Option together with an additional payment in cash to compensate him or her for such cancellation calculated in accordance with the formula below. Such refund and payment shall be made within 14 days of the Company giving notice of such cancellation and once made the Grantee shall have no other claim against the

• 33 -

SUMMARY OF THE PRINCIPAL TERMS OF THE 2006 SHARE OPTION SCHEME

APPENDIX III

Company in connection with any Option so cancelled. The amount of any additional payment shall be calculated by reference to the following formula:

(A x B) – C

where:

• A is the number of Shares that would have been issued on exercise of the Option had it not been cancelled (the “ Applicable Shares ”);

• B is the average closing price of the Shares as stated in the daily quotations sheets of the Stock Exchange for the five Trading Days immediately preceding the date on which the Company receives notice of exercise of the Option; and

• C is the aggregate Exercise Price for the Applicable Shares,

provided that if the calculation shall result in a negative figure it shall be deemed to be zero.

Any payment made by the Company in accordance with this sub-Paragraph (B) will be dealt with in accordance with the applicable laws and generally accepted accounting principles in force at the time of such payment.

• 34 -

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX IV

The Company proposes to make certain amendments to the Bye-laws of the Company, the full text of which is set out in resolution number 7 contained in the Notice. A comparison between the proposed amendments and the current Bye-laws of the Company in the form of mark-ups against the current Byelaws of the Company is set out below:

1. “chairman” shall mean the chairman presiding at any chair ~~m~~ an ~~m~~ eeting of members or of the board;

2. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a ================voting by way of poll is required to be taken under the rules of any applicable stock exchange in the relevant territories or a poll ~~i~~ s (bef ~~o~~ r ~~e~~ or on the declar ~~a~~ tion of the r ~~e~~ sult of the sho ~~w~~ of hands) demanded by:– = ~~p~~ ======================================ursuant to the rules of any applicable

===========================================================================================stock exchange in the relevant territories or the provisions of these bye-laws before or on the declaration of the result of a show of hands.

=================================================

• ================================Voting by poll may be demanded:–

• (i) ==by the chairman; or

• (ii) ==by at least three members present in person or by proxy for the time being entitled to vote at the meeting; or

• (iii) ==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

• (iv) ==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.; or

• ===(v) =====================================================================================if required by the rules of any applicable stock exchange in the relevant territories.

• If a poll is demanded as aforesaid, it shall (subject as provided in bye-law 85) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded as the chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Company shall only be required to disclose the voting=========================================================

==============================================================================================figures on a poll if such disclosure is required by the rules of any applicable stock exchange ============================in the relevant territories. The demand for a poll may be withdrawn.

• 35 -

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX IV

1. The Directors shall have power from time to time and at any time to appoint any person as a Director either b ~~y~~ notice in writing signed b ~~y~~ all the Director ~~s~~ f ~~o~~ r the time being to fill a casual vacancy or, if authorised by the member ~~s~~ in g ~~e~~ ner ~~a~~ l meeting ~~,~~ as an addition to the board but so that the maximum number of directors so appointed by the Directors shall not exceed the number determined from time to time by the members in general meeting. An ~~y~~ Dir ~~e~~ ctor so appointed b ~~y~~ the board to f ~~i~~ ll a casual v ~~a~~ canc ~~y~~ or as an ad ~~d~~ ition to the boar ~~d~~ shall hold of ~~fi~~ ce onl ~~y~~ until the ne ~~x~~ t follo ~~w~~ ing ann ~~u~~ al g ~~e~~ neral meeting of the Compan ~~y~~ and shall then be elig ~~i~~ ble f ~~o~~ r r ~~e~~ -election a ~~t~~ that meeting ~~.~~ = ~~A~~ =====================================ny Director so appointed by the board

=============================================================================================to fill a casual vacancy or as an addition to the board shall hold office only until the next ===========================================================================================following general meeting of the Company (in the case of filling a casual vacancy) or until ===========================================================================================the next following annual general meeting of the Company (in the case of an addition to the =========================================================================================board), and shall then be eligible for re-election at that meeting. In case the aforesaid ===========================================================================================Director retires at an annual general meeting, he or she shall not be taken into account in ==========================================================================================determining the Directors or the number of Directors who are to retire by rotation at such =========================================================================================meeting pursuant to bye-law 102A. Any Director so to retire shall retain office until the ============================================================================conclusion of the meeting or adjourned meeting at which he is due to retire.

• 102A. Subject to the Sta ~~t~~ utes, all Director ~~s~~ shall retire fr ~~o~~ m of ~~fi~~ ce a ~~t~~ e ~~ve~~ ry ann ~~u~~ al g ~~e~~ neral meetin ~~g~~ and shall be eligible for re-election.

• ===(A) =====================================================================================Subject to bye-law 102, at each annual general meeting, half of the Directors for the ======================================================================================time being (excluding Director(s) holding office as executive chairman and/or managing =====================================================================================director, who is/are exempted from retirement by rotation pursuant to Section 3(e) of ===============================================================================The QPL International Holdings Limited Company Act 1989) or, if their number is not an even number, the number nearest to half but not less than half, shall retire =================================================================================== ==================================================================================from office and shall be eligible for re-election. Directors who are exempted from ===================================================================================retirement by rotation shall not be taken into account in determining the number of Directors to retire. ====================

• ===(B) ==================================================================================The Directors to retire in any year shall 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. A retiring Director shall be eligible for re-election and shall retain =====================================================================================office until the conclusion of the meeting or adjourned meeting at which he is due to retire.

• =======

• 36 -

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX IV

1. (A) A Director shall vacate his office:–

2. (vii) if he shall be removed from office by an Special= Ordinary Resolution of the======== Company under bye-law 122;

3. 1. (C) A resolution for the election of two or more persons as Directors by a single resolution shall not be moved at any general meeting unless such resolution is permitted by the===================================

4. ====================================================================================rules of any applicable stock exchange in the relevant territories and provided that a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it; and any resolution moved in contravention of this bye-law shall be void.

5. The members may by Special = ~~O~~ =======rdinary Resolution (b ~~u~~ t not otherwise) ~~a~~ t a meeting called for the purpose of passing such Special = ~~O~~ =======rdinary Resolution remove any Director (including a managing or other executive director, but without prejudice to any claim for damages that may thereby arise) before the expiration of his period of office notwithstanding anything in these bye-laws or in any agreement between the Company and such Director provided that notice of any such meeting shall be served upon the Director concerned not less than 21 = ~~1~~ =4 days before the meeting and he shall be entitled to be heard at the meeting. Any vacancy created by the removal of a Director under this bye-law may be filled either at the same meeting, provided bye-law 120 has been complied with, or by the board in accordance with bye-law 102.

6. The Directors may elect a chairman of their meetings and determine the period (not being a per ~~i~~ od e ~~x~~ tending be ~~yo~~ nd the date of the ann ~~u~~ al g ~~e~~ ner ~~a~~ l meeting a ~~t~~ w ~~h~~ ic ~~h~~ suc ~~h~~ chair ~~m~~ an is due to r ~~e~~ tire) ~~f~~ or which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

7. 37 -

NOTICE OF ANNUAL GENERAL MEETING

QPL INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 243)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of QPL International Holdings Limited (the “Company”) will be held on Wednesday, 29 November 2006 at 10:00 a.m. at Flat F, 17th Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, New Territories, Hong Kong for the following purposes:

1. To receive and consider the audited Financial Statements and the Report of the Directors of the Company for the year ended 30 April 2006 and the Auditors’ Report thereon.

2. To appoint auditors for the year ending 30 April 2007 and to authorise the board of directors of the Company to fix their remuneration.

3. To re-elect the retiring directors:

4. (A) To re-elect Mr. Li Tung Lok as an executive director of the Company.

5. (B) To re-elect Mr. Kwan Kit Tong Kevin as an executive director of the Company.

6. (C) To re-elect Mr. Robert Charles Nicholson as an independent non-executive director of the Company for a fixed term of not more than three years, commencing on the date of his re-election (being the date of this Annual General Meeting or date to which it is adjourned, as the case may be) and ending on the earlier of (i) the day immediately preceding the third anniversary of his re-election; and (ii) the time of his retirement by rotation pursuant to the Bye-laws of the Company.

7. (D) To re-elect Mr. Sze Tsai To Robert as an independent non-executive director of the Company for a fixed term of not more than three years, commencing on the date of his re-election (being the date of this Annual General Meeting or date to which it is adjourned, as the case may be) and ending on the earlier of (i) the day immediately preceding the third anniversary of his re-election; and (ii) the time of his retirement by rotation pursuant to the Bye-laws of the Company.

8. (E) To re-elect Mr. Wong Chun Bong Alex as an independent non-executive director of the Company for a fixed term of not more than three years, commencing on the date of his re-election (being the date of this Annual General Meeting or date to which it is adjourned, as the case may be) and ending on the earlier of (i) the day immediately preceding the third anniversary of his re-election; and (ii) the time of his retirement by rotation pursuant to the Bye-laws of the Company.

9. 38 -

NOTICE OF ANNUAL GENERAL MEETING

1. To authorise the board of directors of the Company to fix the remuneration of the directors.

As special business, to consider and, if thought fit, pass with or without modifications, the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

5(A). “ THAT :

• (i) subject to paragraph (iii), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional ordinary shares of HK$0.08 each in the capital of the Company (“ Shares ”) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (iii) the aggregate nominal amount of Shares allotted or agreed conditionally or unconditionally to be allotted, whether pursuant to an option or otherwise, by the directors of the Company pursuant to the approval in paragraph (i), otherwise than pursuant to:

• (a) a Rights Issue (as hereinafter defined); or

• (b) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares; or

• (c) 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 officers and/or employees and/or business associates of the Company or any subsidiaries and/or any other persons of Shares or rights to acquire Shares;

shall not exceed 20 per cent. of the aggregate nominal amount of the existing share capital of the Company in issue as at the date hereof and the said approval shall be limited accordingly; and

• (iv) for the purpose of this resolution:

• “ Relevant Period ” means the period from the passing of the resolution until whichever is the earlier of:

• (a) the conclusion of the next annual general meeting of the Company; and

• 39 -

NOTICE OF ANNUAL GENERAL MEETING

• (b) the expiration of the period within which the next annual general meeting of the Company is required by law or the Company’s Bye-laws to be held; and

• (c) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“ Rights Issue ” means an offer of Shares open for a period fixed by the directors of the Company to holders of ordinary shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares, subject to such exclusions or other arrangements as the directors of the Company 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 relevant jurisdiction.”

5(B). “ THAT :

• (i) the exercise by the directors of the Company during the Relevant Period of all powers of the Company to repurchase its Shares and warrants entitling the holders thereof to subscribe for new Shares at an adjusted subscription price of HK$1.78 per new Share, subject to adjustment, on or before 14 October 2007 (“ Warrants ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), subject to and in accordance with all applicable laws and requirements of the Stock Exchange as amended from time to time be and is hereby generally and unconditionally approved;

• (ii) the aggregate nominal amount of securities of the Company repurchased by the Company pursuant to paragraph (i) during the Relevant Period, shall (a) in the case of Shares, be no more than 10 per cent. of the aggregate nominal amount of existing issued share capital of the Company as at the date of passing of this resolution; and (b) in the case of Warrants, be no more than 10 per cent. of the aggregate nominal amount of subscription rights attached to all Warrants outstanding as at the date of passing of this resolution, and the authority pursuant to paragraph (i) shall be limited accordingly; and

• (iii) for the purpose of this resolution, “ Relevant Period ” means the period from the date of passing of this resolution until whichever is the earlier of:

  • (a) the conclusion of the next annual general meeting of the Company; and

  • (b) the expiration of the period within which the next annual general meeting of the Company is required by law or the Company’s Bye-laws to be held; and

  • (c) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• 5(C). “ THAT conditional upon the resolutions set out in paragraphs 5(A) and 5(B) contained in the notice convening the meeting of which this resolution forms part (the “ Notice ”) being passed, the aggregate nominal amount of Shares repurchased by the Company after the date of passing this resolution (up to a maximum of 10 per cent. of the aggregate nominal

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NOTICE OF ANNUAL GENERAL MEETING

amount of the share capital of the Company in issue as at the date of this resolution) shall be added to the aggregate nominal amount of the share capital that may be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the resolution set out in paragraph 5(A) contained in the Notice.”

1. “ THAT the new share option scheme of the Company (the “ 2006 Share Option Scheme ”), the rules of which are contained in the document marked “A” produced to this Meeting and for the purpose of identification signed by the Chairman, be approved and adopted; and subject to and conditional upon the Listing Committee of the Stock Exchange granting approval of the 2006 Share Option Scheme and the granting of options thereunder, and the granting of listing of, and permission to deal in, the Shares of the Company falling to be issued pursuant to the exercise of any options granted thereunder, the directors of the Company be authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the 2006 Share Option Scheme including but without limitation:

2. (i) to administer the 2006 Share Option Scheme;

3. (ii) to modify and/or amend the 2006 Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the 2006 Share Option Scheme relating to modification and/or amendment;

4. (iii) to allot and issue from time to time such number of Shares as may fall to be issued pursuant to the exercise of the options granted under the 2006 Share Option Scheme, provided always that the total number of Shares subject to the 2006 Share Option Scheme, when aggregated with any Shares subject to any other share option scheme(s) of the Company, shall not exceed 10 per cent. of the Shares in issue as at the date of passing of this Resolution but the Company may seek approval of its shareholders in general meeting for refreshing the 10 per cent. limit under the 2006 Share Option Scheme and the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the 2006 Share Option Scheme and any other share option scheme(s) of the Company shall not exceed 30 per cent. of the Shares in issue from time to time;

5. (iv) to make application at the appropriate time or times to the Stock Exchange, and other stock exchanges upon which the issued Shares of the Company may for the time being be listed, for listing of and permission to deal in any Shares which may hereafter from time to time fall to be issued pursuant to the exercise of the options granted under the 2006 Share Option Scheme; and

6. (v) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the 2006 Share Option Scheme.”

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NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass with or without modifications, the following resolution as a Special Resolution:

SPECIAL RESOLUTION

1. “ THAT the Bye-laws of the Company be and are hereby amended in the following manner:

(a) bye-law 1

By deleting the following definition of “chairman” in the existing bye-law 1 in its entirety:

““chairman” shall mean the chairman presiding at any chairman meeting of members or of the board;”

and substituting therefor the following new definition of “chairman” in bye-law 1:

““chairman” shall mean the chairman presiding at any meeting of members or of the board;”;

(b) bye-law 83

By deleting the following existing bye-law 83 in its entirety:

• “83. 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 required to be taken under the rules of any applicable stock exchange in the relevant territories or a poll is (before or on the declaration of the result of the show of hands) demanded by:–

• (i) the chairman; or

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

• (iii) 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

• (iv) 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 onetenth of the total sum paid up on all the shares conferring that right.

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NOTICE OF ANNUAL GENERAL MEETING

Unless a poll be so demanded and the demand is not withdrawn or a poll is so required under the rules of any applicable stock exchange in the relevant territories, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.”

and substituting therefor the following new bye-law 83:

• “83. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of poll is required to be taken under the rules of any applicable stock exchange in the relevant territories or is demanded pursuant to the rules of any applicable stock exchange in the relevant territories or the provisions of these bye-laws before or on the declaration of the result of a show of hands.

Voting by poll may be demanded:–

• (i) by the chairman; or

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

• (iii) 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

• (iv) 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; or

• (v) if required by the rules of any applicable stock exchange in the relevant territories.

Unless a poll be so demanded and the demand is not withdrawn or a poll is so required under the rules of any applicable stock exchange in the relevant territories, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.”;

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NOTICE OF ANNUAL GENERAL MEETING

(c) bye-law 84

By deleting the following existing bye-law 84 in its entirety:

• “84. If a poll is demanded as aforesaid, it shall (subject as provided in bye-law 85) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded as the chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.”

and substituting therefor the following new bye-law 84:

• “84. If a poll is demanded as aforesaid, it shall (subject as provided in bye-law 85) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded as the chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of any applicable stock exchange in the relevant territories. The demand for a poll may be withdrawn.”;

(d) bye-law 102

By deleting the following existing bye-law 102 in its entirety:

• “102. The Directors shall have power from time to time and at any time to appoint any person as a Director either by notice in writing signed by all the Directors for the time being to fill a casual vacancy or, if authorised by the members in general meeting, as an addition to the board but so that the maximum number of directors so appointed by the Directors shall not exceed the number determined from time to time by the members in general meeting. Any Director so appointed by the board to fill a casual vacancy or as an addition to the board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting.”

and substituting therefor the following new bye-law 102:

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NOTICE OF ANNUAL GENERAL MEETING

• “102. The Directors shall have power from time to time and at any time to appoint any person as a Director to fill a casual vacancy or as an addition to the board but so that the maximum number of directors so appointed by the Directors shall not exceed the number determined from time to time by the members in general meeting. Any Director so appointed by the board to fill a casual vacancy or as an addition to the board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the board), and shall then be eligible for reelection at that meeting. In case the aforesaid Director retires at an annual general meeting, he or she shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting pursuant to bye-law 102A. Any Director so to retire shall retain office until the conclusion of the meeting or adjourned meeting at which he is due to retire.”;

(e) bye-law 102A

By deleting the following existing bye-law 102A in its entirety:

• “102A. Subject to the Statutes, all Directors shall retire from office at every annual general meeting and shall be eligible for re-election.”

and substituting therefor the following new bye-law 102A:

• “102A. (A) Subject to bye-law 102, at each annual general meeting, half of the Directors for the time being (excluding Director(s) holding office as executive chairman and/or managing director, who is/are exempted from retirement by rotation pursuant to Section 3(e) of The QPL International Holdings Limited Company Act 1989) or, if their number is not an even number, the number nearest to half but not less than half, shall retire from office and shall be eligible for re-election. Directors who are exempted from retirement by rotation shall not be taken into account in determining the number of Directors to retire.

• (B) The Directors to retire in any year shall 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. A retiring Director shall be eligible for re-election and shall retain office until the conclusion of the meeting or adjourned meeting at which he is due to retire.”;

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NOTICE OF ANNUAL GENERAL MEETING

(f) bye-law 110(A)(vii)

By deleting the following existing bye-law 110(A)(vii) in its entirety:

• “110. (A) (vii) if he shall be removed from office by a Special Resolution of the Company under bye-law 122;”

and substituting therefor the following new bye-law 110(A)(vii):

• “110. (A) (vii) if he shall be removed from office by an Ordinary Resolution of the Company under bye-law 122;”;

(g) bye-law 120(C)

By deleting the following existing bye-law 120(C) in its entirety:

• “120. (C) A resolution for the election of two or more persons as Directors by a single resolution shall not be moved at any general meeting unless a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it; and any resolution moved in contravention of this bye-law shall be void.”

and substituting therefor the following new bye-law 120(C):

• “120. (C) A resolution for the election of two or more persons as Directors by a single resolution shall not be moved at any general meeting unless such resolution is permitted by the rules of any applicable stock exchange in the relevant territories and provided that a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it; and any resolution moved in contravention of this byelaw shall be void.”;

(h) bye-law 122

By deleting the following existing bye-law 122 in its entirety:

• “122. The members may by Special Resolution (but not otherwise) at a meeting called for the purpose of passing such Special Resolution remove any Director (including a managing or other executive director, but without prejudice to any claim for damages that may thereby arise) before the expiration of his period of office notwithstanding anything in these bye-laws or in any agreement between the Company and such Director provided that notice of any such meeting shall be served upon the Director concerned not less than 21 days before the meeting and he shall be entitled to be heard at the meeting. Any vacancy created by the removal of a Director under this bye-law may be filled either at the same meeting, provided bye-law 120 has been complied with, or by the board in accordance with bye-law 102.”

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NOTICE OF ANNUAL GENERAL MEETING

and substituting therefor the following new bye-law 122:

• “122. The members may by Ordinary Resolution at a meeting called for the purpose of passing such Ordinary Resolution remove any Director (including a managing or other executive director, but without prejudice to any claim for damages that may thereby arise) before the expiration of his period of office notwithstanding anything in these bye-laws or in any agreement between the Company and such Director provided that notice of any such meeting shall be served upon the Director concerned not less than 14 days before the meeting and he shall be entitled to be heard at the meeting. Any vacancy created by the removal of a Director under this bye-law may be filled either at the same meeting, provided bye-law 120 has been complied with, or by the board in accordance with bye-law 102.”;

(i) bye-law 126

By deleting the following existing bye-law 126 in its entirety:

• “126. The Directors may elect a chairman of their meetings and determine the period (not being a period extending beyond the date of the annual general meeting at which such chairman is due to retire) for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.”

and substituting therefor the following new bye-law 126:

• “126. The Directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.””

By Order of the Board of

QPL International Holdings Limited Lam Cho Yuk Lily

Company Secretary

Hong Kong, 27 October 2006

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NOTICE OF ANNUAL GENERAL MEETING

Principal office in Hong Kong :

Flat F

17th Floor

CDW Building

388 Castle Peak Road

Tsuen Wan New Territories

Hong Kong

Notes:

1. A form of proxy for use at the Annual General Meeting is enclosed herewith.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

3. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend the Annual General Meeting and at any adjournment thereof and vote in his stead. A proxy need not be a member of the Company.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be lodged at the principal office of the Company in Hong Kong at Flat F, 17th Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, New Territories, Hong Kong not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjourned meeting (as the case may be).

5. Where there are joint registered holders of any share, any one of such persons may vote at the Annual General 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 joint holders be present the Annual General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

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