PegBio Co., Ltd. — Proxy Solicitation & Information Statement 2005

Aug 10, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or transferred all your shares in Xin Corporation Limited (the “Company”) , you should at once hand this circular and the 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.

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

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, AMENDMENT OF BYE-LAWS OF THE COMPANY AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Xin Corporation Limited to 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. (the “Annual General Meeting”) is set out on pages 12 to 16 of this circular.

If you are not able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of Xin Corporation Limited in Hong Kong at Room 2107, 21st Floor, Nan Fung Tower, 173 Des Voeux Road Central, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting. 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 of it, if you so wish.

* For identification only

1 August 2005

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Amendment of Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Right to demand Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Details of Directors proposed to be re-elected . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to 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.

“Board”

the board of Directors of the Company

“Bye-laws” the bye-laws of the Company

“Company” Xin Corporation Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange “Companies Act” the Companies Act 1981 of Bermuda

“Directors” the directors of the Company

“Group” the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” The Hong Kong Special Administrative Region of the People’s Republic of China

“Latest Practicable Date” 28 July 2005, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares in the manner as set out in the notice of the Annual General Meeting

“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

– 1 –

DEFINITIONS

“Share Issue Mandate” “Shareholder(s)” “Stock Exchange” “Takeovers Code”

a general mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to allot, issue and deal with Shares in the manner as set out in the notice of the Annual General Meeting

the holder(s) of the Shares

The Stock Exchange of Hong Kong Limited

the Hong Kong Code on Takeovers and Mergers

– 2 –

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

Executive Directors:

Mr. Lo Ming Chi, Charles (Chairman) Mr. Yu Wai Man Mr. Wilson Ng Mr. Ng Wee Keat Mr. Ng Eng Leng

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place

Independent Non-executive Directors:

Mr. Wong Kwok Tai Mr. Lau Pok Lam Mr. Ko Kwong Woon, Ivan

of Business in Hong Kong: Room 2107, 21st Floor Nan Fung Tower 173 Des Voeux Road Central Hong Kong

1 August 2005

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, AMENDMENT OF BYE-LAWS OF THE COMPANY

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

This purpose of this circular is to provide you with information in respect of the proposed (i) re-election of Directors; (ii) Share Issue Mandate; (iii) Repurchase Mandate; and (iv) amendments to the Bye-laws of the Company in compliance with the Listing Rules to enable you to make an informed decision on whether to vote for or against the relevant resolutions at the forthcoming Annual General Meeting.

* For identification only

– 3 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

In accordance with Bye-law 86(2) of the Company’s Bye-laws, Mr. Ko Kwong Woon, Ivan will hold office until the Annual General Meeting and, being eligible, offer himself for re-election at the Annual General Meeting.

In accordance with Bye-laws 87(1) and 87(2) of the Company’s Bye-laws, Mr. Wilson Ng and Mr. Yu Wai Man will retire by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election.

Details of the above Directors required to be disclosed under Rule 13.51 of the Listing Rules are set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE SHARES

At the special general meeting of the Company held on 23 May 2005, a general mandate was granted to the Directors to exercise the powers of the Company to allot, issue and deal with Shares with a total nominal value not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant ordinary resolution approving such general mandate. Such general mandate will lapse at the conclusion of the forthcoming Annual General Meeting. The Directors propose to seek your approval of the Share Issue Mandate to be proposed at the Annual General Meeting by way of an ordinary resolution.

In order to provide flexibility to the Directors to issue Shares in the event that it is in the interests of the Company and its Shareholders to do so, approval will be sought at the Annual General Meeting (i) to grant to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the ordinary resolution in relation to the Share Issue Mandate; and (ii) for adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of Shares repurchased by the Company after the granting of the general mandate to repurchase up to a maximum of 10% of the total issued share capital of the Company as at the date of passing the ordinary resolution in relation to the Repurchase Mandate.

GENERAL MANDATE TO REPURCHASE SHARES

At the special general meeting of the Company held on 23 May 2005, a general mandate was also given to the Directors to exercise the powers of the Company to repurchase Shares with a total nominal value not exceeding 10% of the total issued share capital of the Company as at the date of passing the relevant ordinary resolution approving such mandate. Such mandate will lapse at the conclusion of the forthcoming Annual General Meeting.

An ordinary resolution will therefore be proposed at the Annual General Meeting granting the Directors authority to repurchase Shares with a total nominal value not exceeding 10% of the total issued share capital of the Company as at the date of the passing of the relevant resolution approving the Repurchase Mandate.

– 4 –

LETTER FROM THE BOARD

An explanatory statement as required under the Listing Rules to provide the requisite information concerning the Repurchase Mandate is set out in Appendix II to this circular.

AMENDMENT OF BYE-LAWS

The Listing Rules has recently been amended by the Stock Exchange by replacing the Code of Best Practice in Appendix 14 by a new Code on Corporate Governance Practices. Subject to certain transitional arrangements, the amendments took effect on 1 January 2005.

In view of the new Code on Corporate Governance Practices, the Directors propose to seek approval of the Shareholders by way of a special resolution at the Annual General Meeting to amend the Bye-laws to: (a) effect voting by way of a poll as required by the Listing Rules; (b) disclose the voting figure on a poll if required by the Listing Rules; and (c) specify that every Director, including those appointed for a specific term, will be subject to retirement by rotation at least once every three years.

RIGHT TO DEMAND POLL

Pursuant to Bye-law 66 of the Bye-laws, a resolution put to the vote of a general meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of such meeting; or

• (b) by at least three Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Member or Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

• (d) by a Member or Members present in person (or in the case of a Member being a corporation by its duly authorised representative) 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 shares conferring that right.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.

– 5 –

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

The notice of the Annual General Meeting, which contains, inter alia, ordinary resolutions to approve the re-election of Directors, the Share Issue Mandate, the Repurchase Mandate and a special resolution to amend the Bye-laws, is set out on pages 12 to 16 of this circular.

A form of proxy for use at the Annual General Meeting is enclosed. If you are not able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy and return it in accordance with the instructions printed thereon and return it 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 as soon as possible but in any event not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting. 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 of it, if you so wish.

RECOMMENDATION

The Directors consider that the re-election of Directors, the Share Issue Mandate, the Repurchase Mandate and the proposed amendments to the Bye-laws are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that the Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

GENERAL INFORMATION

Your attention is drawn to the additional information as set out in the Appendices to this circular.

Yours faithfully, On behalf of the Board Lo Ming Chi, Charles

Chairman

– 6 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following are the particulars of the directors proposed to be re-elected at the Annual General Meeting.

Wilson Ng , aged 33, joined the Company as an executive director in September 2002. Mr. Ng graduated from Santa Clara University with a Bachelor’s Degree in Chemistry and Psychology. Mr. Ng has extensive investment experience in Southeast Asia. Prior to joining the Company, Mr. Ng was primarily involved in corporate development and business investment activities. Mr. Ng is the elder brother of Mr. Ng Wee Keat and a nephew of Mr. Ng Eng Leng, all of them are executive directors of the Company. Mr. Ng is a son of Mr. Ng (Huang) Cheow Leng, a substantial shareholder of the Company in capacity of the settlor of a discretionary trust. Mr. Ng is also a director of Huang Worldwide Holding Limited, the immediate holding company of Vision Century Group Limited which is the substantial shareholder of the Company.

As at the Latest Practicable Date, Mr. Ng is one of discretionary beneficiaries of a discretionary trust which beneficially owns 51,157,196 Shares in the Company, representing approximately 61.86% of the total issued share capital of the Company. Saved as disclosed herein, Mr. Ng does not hold any interests or short positions in the Shares or underlying Shares in the Company. In addition, there is no service contract between the Company and Mr. Ng. The emolument of Mr. Ng, currently nil is to be reviewed annually by the Board based on the recommendation of the remuneration committee and fixed by the shareholders at the annual general meeting.

Mr. Ng was appointed as an executive director of New Century Group Hong Kong Limited (“New Century”) on 22 July 2002 and was appointed as the chairman of New Century on 16 October 2002.

Yu Wai Man , aged 40, joined the Company in December 2000 as the company secretary and was appointed an executive director in April 2001. Mr. Yu is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants and has over 20 years of experience in the accounting field including 3 years in external audit and 2 years in internal audit. Mr. Yu has over 12 years of financial experience in companies listed both in Hong Kong and the United Kingdom.

Other than the relationship arising from his being an executive director, Mr. Yu does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Yu does not have any interest in Shares of the Company within the meaning of Part XV of the SFO. In addition, there is no service contract between the Company and Mr. Yu. The emolument of Mr. Yu is HK$20,000 per month and entitled to a discretionary bonus (if any). The said emolument recommended by the remuneration committee is to be reviewed annually by the Board and fixed by the shareholders at the annual general meeting.

Mr. Yu was appointed as an executive director of New Century Group Hong Kong Limited on 2 October 2004.

– 7 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Ko Kwong Woon, Ivan , aged 45, joined the Company as an independent non-executive director in September 2004. Mr. Ko graduated from the Chinese University of Hong Kong with a Business Degree and studied a Master Degree in Real Estate Development at the University of Hong Kong. Mr. Ko also completed the Real Estate Finance Program at the Wharton School and attended the School of Mortgage Banking in United States. Mr. Ko is currently a board member of the Hong Kong Policy Research Institute and was a committee member of the Real Estate and Infrastructure Committee, the Real Estate Services Committee and the Financial Services Committee of the Hong Kong General Chamber of Commerce. Mr. Ko has over 13 years of experience in real estate development and real estate finance in both Hong Kong and Mainland China.

Other than the relationship arising from his being an independent non-executive director, Mr. Ko does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Ko does not have any interest in Shares of the Company within the meaning of Part XV of the SFO. In addition, there is no service contract between the Company and Mr. Ko. As an independent non-executive director, Mr. Ko is entitled to receive an annual director’s fee of HK$120,000 (effective from 1 July 2005) which recommended by the remuneration committee is to be reviewed annually by the Board and fixed by the shareholders at annual general meeting.

Mr. Ko has no directorships in other listed companies for the past 3 years.

Save and except for the information as set out above in relation to each of the directors proposed to be re-elected at the Annual General Meeting, each and every director do not hold any other directorships and there are no other matters that need to be brought to the attention of the Shareholders.

– 8 –

EXPLANATORY STATEMENT

APPENDIX II

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information for Shareholders of the Company to consider the Repurchase Mandate.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. SHARE CAPITAL

As at the Latest Practicable Date, the total issued share capital of the Company comprised 82,704,014 Shares.

Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to purchase a maximum of 8,270,401 Shares.

3. REASONS FOR REPURCHASES

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

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Bye-laws and the applicable laws of Bermuda. The Companies Act 1981 of Bermuda provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or out of funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company before the shares are repurchased.

– 9 –

EXPLANATORY STATEMENT

APPENDIX II

There might be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements for the year ended 31 March 2004) in the event that the Repurchase Mandate was to be exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse affect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

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

	Per Share
Month	Highest	Lowest
	HK$	HK$
2004
July	1.2200A	1.0600A
August	1.1800A	1.0600A
September	1.3200A	1.0800A
October	1.4600A	0.9600A
November	1.2200A	0.9600A
December	1.1400A	0.8800A
2005
January	1.2000A*	0.8000A
February	0.9000A	0.7800A
March	0.7800A	0.6000A
April	0.7000A	0.3400A
May	0.4000A^	0.3050
June	0.3550	0.2800
July (up to Latest Practicable Date)	0.3200	0.2900
A = adjusted prices

• An open offer was announced on 14 January 2005

• ^ A capital reorganization was announced on 13 April 2005 and became effective on 23 May 2005

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and all applicable laws of Bermuda and in accordance with the regulations set out in the Memorandum of Association and Bye-laws of the Company.

– 10 –

EXPLANATORY STATEMENT

APPENDIX II

7. EFFECT OF THE TAKEOVERS CODE

A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Vision Century Group Limited (“Vision Century”), was interested in 51,157,196 Shares representing 61.86% of the total issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, the shareholding of Vision Century in the Company would be increased to approximately 68.73% of the total issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code in relation to Vision Century as it already held more than 50% of the total issued share capital of the Company as at the Latest Practicable Date.

Any purchase of Shares which results in the number of Shares held by the public being reduced to less than 25% of the Shares then in issue could only be implemented with the agreement of the Stock Exchange to waive the requirements of the Listing Rules regarding the public shareholding referred to above. It is believed that a waiver of this provision would not normally be given other than in exceptional circumstances. The Directors do not have any present intention to repurchase Shares to an extent which will result in the amount of Shares held by the public being reduced to less than 25%.

8. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their respective associates (as defined in the Listing Rules), have a present intention, in the event that the proposal is approved by the Shareholders, to sell Shares to the Company.

No connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Company is authorised to make repurchases of Shares.

9. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

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:

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;

   • (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

* For identification only

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

• (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;

• (ii) the expiration of the period within which the 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).”

• 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.”

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

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.”

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.”

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NOTICE OF ANNUAL GENERAL MEETING

• (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 “re-election” 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

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.

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NOTICE OF ANNUAL GENERAL MEETING

1. 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.

2. An explanatory statement containing further details regarding the resolution no. 5B above is set out in Appendix II to this circular.

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.

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