PegBio Co., Ltd. — AGM Information 2005

Jul 29, 2005

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(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 V, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 15 September 2005 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 2005;

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

3. To elect the Directors and 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:

   • 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;

     • (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 a 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 the next annual general meeting of the Company;

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     - (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Byelaws 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).” 
  

  • 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.”

1. 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 in issue 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 total 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:

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

   • (a) Bye-law 66

     • (i) By inserting the words “voting by way of a poll is required by the rules of the Designated Stock Exchange or” after the words “on a show of hands unless” in the third sentence of Bye-law 66;

     • (ii) By deleting the full-stop at the end of existing Bye-law 66(d) and replacing therewith a semicolon and the word “or”; and

     • (iii) By inserting the following as new Bye-law 66(e):

       • “(e) if required by the rules of the Designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent (5%) or more of the total voting rights at such meeting.”

   • (b) Bye-law 68

     • The existing Bye-law 68 be deleted in its entirety and substituted by the following:

     • “68. If a poll is duly demanded 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 the Designated Stock Exchange.”

   • (c) Bye-law 87

     • (i) By deleting Bye-law 87(1) in its entirety and substituting therewith the following:

       • “87. (1) Notwithstanding any other provisions in the Bye-laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director shall be subject to retirement at least once every three years.”

     • (ii) By inserting the words “and shall continue to act as a Director throughout the meeting at which he retires” after the word “reelection” at the end of the first sentence of Bye-law 87(2).”

By order of the Board Yu Wai Man Company Secretary

Hong Kong, 1 August 2005

Head Office and Principal Place of Business in Hong Kong: Room 2107, 21st Floor

Nan Fung Tower 173 Des Voeux Road Central

Hong Kong

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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.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

3. The instrument appointing a proxy and (if required by the board) 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 2107, 21st Floor, Nan Fung Tower, 173 Des Voeux Road Central, 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 treated as valid.

4. 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.

5. 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 thereto, 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.

6. An explanatory statement containing further details regarding the resolution no. 5B above is set out in Appendix II to the circular to shareholders dated 1 August 2005.

As at the date of this notice, the Board comprises Mr. Lo Ming Chi, Charles (Chairman), Mr. Yu Wai Man, Mr. Wilson Ng, Mr. Ng Wee Keat and Mr. Ng Eng Leng as executive directors and Mr. Wong Kwok Tai, Mr. Lau Pok Lam and Mr. Ko Kwong Woon, Ivan, 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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