PegBio Co., Ltd. — Declaration of Voting Results & Voting Rights Announcements 2003

Sep 3, 2003

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

This announcement is for information only and does not constitute an offer to shareholders or any other persons to acquire, purchase or subscribe for securities of the Company.

(Incorporated in Bermuda with limited liability)

Results of the Special General Meeting – Open Offer and Subscription, despatch of Open Offer prospectus and Application Form, application procedure for the Offer Shares and adjustment to the conversion prices of the Convertible Bonds and Convertible Note

At the Special General Meeting held today, the resolutions proposed to approve the Open Offer, the Subscription, the increase in authorised share capital and the General Mandates were all duly passed. The Open Offer is being made to Qualifying Holders on the basis of four Offer Shares for every Share held on the Record Date. Application procedure for the Offer Shares are detailed below.

Printed copies of the Open Offer prospectus, together with the Application Form, have been despatched today to the Qualifying Holders and, for information only, (but without the Application Form), to the Excluded Shareholders, holders of the Convertible Bonds and the Convertible Note. The latest time for application and payment for Offer Shares is 4:00 p.m. on Thursday, 18 September 2003.

Pursuant to the terms of the Convertible Bonds and the Convertible Note, as the number of Offer Shares has been determined, the conversion prices of the Convertible Bonds and the Convertible Note are being adjusted from HK$0.50 per Share to HK$0.2432 per Share.

Reference is made to the press announcements of Xin Corporation Limited (the “Company”) dated 15 July 2003 and 28 July 2003, in relation to the Open Offer and the Subscription, respectively. Pursuant to the Open Offer, Qualifying Holders are being offered the right to apply for Offer Shares with assured allotments on the basis of four Offer Shares for every Share held on the Record Date, at the price of HK$0.06 per Share. Pursuant to the Subscription, the Subscribers will subscribe for 25,092,000 Shares which will be issued and credited as fully paid at a price of HK$0.0796 per Share (if the Open Offer is completed) in full and final settlement of amounts owed by the Group to the Subscribers as at 31 March 2003. On 18 August 2003, a circular (the “Circular”) containing details regarding the Open Offer, the Subscription and a notice convening the Special General Meeting was despatched to the Shareholders. Capitalised terms used herein have the same meanings as defined in the Circular unless otherwise stated.

RESULTS OF THE SPECIAL GENERAL MEETING

The Directors are pleased to announce that all the resolutions put forward at the Special General Meeting held today to approve the Open Offer, the Subscription, the increase in authorised share capital and the General Mandates were all duly passed.

DESPATCH OF OPEN OFFER PROSPECTUS AND APPLICATION FORM

The Open Offer is being made to Qualifying Holders with assured allotments on the basis of four Offer Shares for every Share held on the Record Date, being 3 September 2003. Following the registration and filing of relevant documents with the Registrars of Companies in Hong Kong and Bermuda, printed copies of the Open Offer prospectus, together with the Application Form, have been despatched today to the Qualifying Holders. Copies of the Open Offer prospectus (but not the Application Form) have also been despatched, for information only, to the Excluded Shareholders, holders of the Convertible Bonds and the Convertible Note.

APPLICATION PROCEDURE FOR THE OFFER SHARES

Qualifying Holders may apply for any number of Offer Shares and are reminded that the latest time for application and payment in respect of the Offer Shares is 4:00 p.m. on Thursday, 18 September 2003. To apply for the Offer Shares, Qualifying Holders must complete, sign and lodge the Application Forms in accordance with the instructions printed thereon, together with a remittance for the aggregate subscription price in respect of such number of Offer Shares they wish to apply for with the Registrar, Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong by no later than 4:00 p.m. on Thursday, 18 September 2003. All remittances must be made in Hong Kong dollars and cheques or cashier’s orders must be drawn on a bank account in Hong Kong and made payable to “Xin Corporation Limited – Open Offer Account” and crossed “Account Payee Only”.

Any Offer Shares not validly applied for by Qualifying Holders and the entitlements to the Offer Shares of the Excluded Shareholders will be made available for application by Qualifying Holders. Qualifying Holders may apply for any number of Offer Shares but are assured of an allotment only up to the number set out in their Application Forms. The Directors will allocate the excess application for Offer Shares at their sole discretion and on a fair and equitable basis.

Refund cheques for invalid and partially unsuccessful applications for Offer Shares and share certificates for the Offer Shares are expected to be despatched to the applicants through ordinary post, at their own risk, to the address specified in the register of members of the Company on or before Friday, 26 September 2003.

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ADJUSTMENT TO THE CONVERSION PRICES OF THE CONVERTIBLE BONDS AND THE CONVERTIBLE NOTE

Pursuant to the terms of the Convertible Bonds and the Convertible Note, as the number of Offer Shares has been determined, the conversion prices of the Convertible Bonds and the Convertible Note are being adjusted from HK$0.50 per Share to HK$0.2432 per Share with effect from 9:30 a.m. on 28 August 2003.

WARNING

Investors and Shareholders should note that the Shares are continuing to be dealt with on an ex-entitlements basis and that dealings in such Shares will continue whilst the Underwriting Agreement is subject to termination. Any Shareholder or other person dealing in Shares up to the date on which all conditions to which the Open Offer is subject are fulfilled will accordingly bear the risk that the Open Offer does not become unconditional and may not proceed.

On behalf of the Board Lo Ming Chi, Charles Chairman

Hong Kong, 3 September 2003

• For identification purpose only

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

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