PegBio Co., Ltd. — AGM Information 2004

Jul 30, 2004

(Incorporated in Bermuda with limited liability) (Stock Code: 1141)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Xin Corporation Limited (the “Company”) will be held at Plaza I-III, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 24 September 2004 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 March 2004;

2. To determine the maximum number of the directors of the Company (the “Directors”);

3. To elect the Directors and to authorise the board of directors of the Company to fix their remuneration;

4. To re-appoint the auditors and to authorise the board of directors of the Company to fix their remuneration;

5. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

6. A. “ THAT :

   • (a) subject to paragraph 5A(c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph 5A(a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

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• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph 5A(a) above, otherwise than pursuant to the Rights Issue (as defined below) or the exercise of the subscription rights under the share option scheme of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

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

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

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

• (iii) 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 to holders of shares on the Register of Members of the Company on fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to and restrictions or obligations under the laws of or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong).”

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B. “ THAT :

• (a) subject to paragraph 5B(b) below, the exercise by the Directors during the Relevant Period (as defined in resolution no. 5A(d) above) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange recognized, for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with all applicable laws and requirements, be and is hereby generally and unconditionally approved; and

• (b) the aggregate nominal amount of shares of the Company repurchased by the Company pursuant to the approval in paragraph 5B(a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval be limited accordingly.”

• As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of resolution nos. 5A and 5B set out in the notice convening this meeting being duly passed, the general mandate granted to the Directors of the Company to exercise the power of the Company to allot, issue and deal with additional shares pursuant to resolution no. 5A above be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution no. 5B above, provided that such an amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”

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1. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

2. “ THAT the Bye-laws of the Company be and are hereby amended as follows:

3. (a) Bye-law 1

   • (i) By inserting the following new definition after the definition of “Act” in Bye-law 1:

     • ““associate” the meaning attributed to it in the rules of the Designated Stock Exchange.”

   • (ii) By deleting the words “a recognised clearing house within the meaning of Section 2 of the Securities and Futures (Clearing Houses) Ordinance of Hong Kong or” from the definition of “clearing house” in Bye-law 1.

4. (b) Bye-law 2

   • (i) By inserting at the end of Bye-law 2(e), the following words:

     • “, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;”;

   • (ii) By inserting the words “clear” after the words “not less than fourteen (14)” in the fifth line of existing Bye-law 2(i);

   • (iii) By deleting the full-stop at the end of the existing Bye-law 2(j) and replacing therewith a semicolon and the word “and”, and inserting the following paragraph as new Bye-law 2(k):

     • “(k) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.”

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• (c) Bye-law 6

By inserting the words “, save for the use of share premium as expressly permitted by the Act,” after the words “issued share capital or” in, and deleting the words “in any manner permitted by law” at the end of Bye-law 6.

• (d) Bye-law 12

• By inserting the words “, any direction that may be given by the Company in general meeting” after the words “these Bye-laws” in the first line of the Byelaw 12.

• (e) Bye-law 44

• By inserting the words “or by any means in such manner as may be accepted by the Designated Stock Exchange” after the words “Designated Stock Exchange” in the eighth line of Bye-law 44.

• (f) Bye-law 46

• By inserting the words “or in a form prescribed by the Designated Stock Exchange” after the words “or common form” in the second line of Bye-law 46.

• (g) Bye-law 51 By inserting the words “or by any means in such manner as may be accepted by the Designated Stock Exchange” after the words “in accordance with the requirements of any Designated Stock Exchange” in the third line of Bye-law 51.

• (h) Bye-law 66

• By inserting the following sentence as a second sentence after the first sentence of the existing Byelaw 66:

• “Not withstanding anything contained in these Byelaws, where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands.”

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• (i) Bye-law 76

• (i) By re-numbering existing Bye-law 76 as Byelaw 76(1);

• (ii) By inserting the following as new Bye-law 76(2): “(2) Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.”

• (j) Bye-law 84

• By substituting the existing Bye-law 84(2) with the following new Bye-law 84(2):

• “(2) Where a Member is a clearing house (or its nominee(s) and, in each case, being a corporation), it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Bye-law shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) in respect of the number and class of shares specified in the relevant authorisation including the right to vote individually on a show of hands.”

• (k)

• Bye-law 86

• (i) By inserting the words “at the annual general meeting” before the words “in accordance with Bye-law 87” and the words “or at any special general meeting” before the words “and shall hold office” in the fourth and fifth lines “of Byelaw 86(1)”;

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• (ii) By deleting the word “special” and replacing therewith the word “ordinary” in Bye-law 86(4) and by including the words “(including any Managing Director or Executive Director)” after the words “remove a Director” on the third line.

• (l) Bye-law 88 By substituting the existing Bye-law 88 with the following new Bye-law 88: “88. No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on (and including) the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.”

• (m)

• Bye-law 89

• By deleting the words “whereupon the Board resolves to accept such resignation” at the end of Bye-law 89(1).

• (n) Bye-law 96

• By inserting the words “in such manner as resolved” after the words “determined” in the first line of Byelaw 96.

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(o) Bye-law 103

By deleting the existing Bye-law 103 in its entirety and replacing therewith the following new Bye-law 103:

• 103.(1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associates is materially interested, but this prohibition shall not apply to any of the following matters namely:

• (i) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;

• (ii) any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has/have himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;

• (iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or subunderwriting of the offer;

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• (iv) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;

• (v) any contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or a shareholder in which the Director and any of his associates are not in aggregate beneficially interested in five (5) per cent. or more of the issued shares or of the voting rights of any class of shares of such company (or of any third company through which his interest or that of any of his associate(s) is derived); or

• (vi) any proposal or arrangement c o n c e r n i n g t h e a d o p t i o n , modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to directors, his associate(s), and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.

• (2) A company shall be deemed to be a company in which a Director and/or his associate(s) owns five (5) per cent. or more if and so long as (but only if and so long

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as) he and/or his associates, (either directly or indirectly) are the holders of or beneficially interested in five (5) per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder.

• (3) Where a company in which a Director and/ or his associate(s) holds five (5) per cent. or more is materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.

• (4) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned

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as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.

  - (5) Subject to all applicable laws, nothing in these Bye-laws shall have the power to freeze or otherwise impair any of the rights attached to any share by reason only of a person(s), being directly or indirectly interested in any contract or arrangement of the Company, failing to disclose that interest(s) to the Company.

• (p) Bye-law 116

• By inserting the word “, electronic” after the words “by means of a conference telephone” in Bye-law 116(2).

• (q) Bye-law 136

• (i) By re-numbering existing Bye-law 136 as Byelaw 136(1);

• (ii) By inserting the following new Bye-law 136(2): “(2) Notwithstanding any provision contained in these Bye-laws, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in subparagraphs (a) to (e) of paragraph (1) of this Bye-law and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Bye-law shall apply only to the destruction of a document in good faith and without express notice to the Company and its

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share registrar that the preservation of such document was relevant to a claim.”

• (r) Bye-laws 153, 153A and 153B

• (i) By inserting in Bye-law 153 after the words, “subject to section 88 of the Act, the words “and Bye-law 153A”;

• (ii) By inserting the following new Bye-laws 153A and 153B:

  • “153A. To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

  • 153B. The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial report in accordance with Bye-law 153A shall be

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deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153 and, if applicable, a summary financial report complying with Bye-law 153A, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.”

• (s) Bye-law 154(2)

• By deleting the words “fourteen (14)” and replacing therewith the words “twenty-one (21)” in existing Byelaw 154(2).

• (t) Bye-law 160

• By substituting the existing Bye-law 160 with the following new Bye-law 160:

• “160. Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Bye-laws from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any

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other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appointed newspapers (as defined in the Act) or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

• (u) Bye-law 161

• (i) By deleting the word “and” at the end of the Bye-law 161(a);

• (ii) By re-numbering existing Bye-law 161(b) as Bye-law 161(c);

• (iii) By inserting the following new Bye-law 161(b): “(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s

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website or the website of the Designated Stock Exchange, is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;”

• (iv) By:

  • (a) inserting the word “, publication” after the word “despatch” in the third and sixth lines; and

  • (b) replacing the full stop with a comma in the last sentence and inserting the word “and” thereafter, in the new Bye-law 161(c);

• (v) By inserting the following new Bye-law 161(d):

• “(d) may be given to a Member either in English language or Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.”

• (v) Bye-law 163

• By inserting the words “or electronic” after the words “a cable or telex or facsimile” in the first line of existing Bye-law 163.

By Order of the Board Yu Wai Man Company Secretary

Hong Kong, 30 July 2004

Notes:

1. Any member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation is entitled to exercise the same powers on behalf of the member of the Company which he or they represent as such member of the Company could exercise.

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3.

4.

4. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writing, if the appointor is a corporation, either its seal or under the hand of an officer, attorney or other person authorized to sign the same.

The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the principal place of business of the Company in Hong Kong at Room 808B, 8th Floor, Tower B, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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

In relation to resolution no. 3 set out in this notice regarding the election of the directors of the Company, Mr. Wu Wing Kit will retire by rotation at the forthcoming annual general meeting but will not offer himself for re-election; Mr. Wong Kwok Tai will retire by rotation, and being eligible, offer himself for re-election and Mr. Ko Kwong Woon, Ivan will be proposed to be elected as independent non-executive director of the Company. Details of the directors proposed to be re-elected and elected at the forthcoming annual general meeting are set out in the Appendix I to the circular to shareholders dated 30 July 2004.

A circular containing further details regarding the resolution nos. 3, 5, 6 and 7 above will be sent to shareholders of the Company together with the 2004 Annual Report.

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As at the date of this notice, the Board comprises Messrs. Lo Ming Chi, Charles, Yu Wai Man, Wilson Ng, Ng Wee Keat, Ng Teow Leng and Ng Eng Leng as executive directors and Messrs. Wu Wing Kit, Wong Kwok Tai and Lau Pok Lam as independent non-executive directors.

• For identification only

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

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