PegBio Co., Ltd. — Regulatory Filings 2006

Sep 8, 2006

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special 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 Tuesday, 26 September 2006 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT , subject to the fulfilment of the conditions in respect of the Open Offer (as defined below) as set out in the circular dated 8 September 2006 (the “Circular”), a copy of which has been tabled at the meeting marked “A” and initialled by the Chairman for the purpose of identification:-

• (a) the offer (“Open Offer”) of ordinary shares of HK$0.01 each in the capital of the Company (the “Share(s)”) to the holders of Shares whose names appear on the register of members of the Company at the close of business on 26 September 2006 on the basis of assured allotments of three offer shares for every Share then held at the subscription price of HK$0.12 per offer shares and otherwise on the terms of the Open Offer as set out in the Circular be and is hereby approved, and the directors of the Company be and are hereby authorised to allot and issue offer shares pursuant to or in connection with applications in the Open Offer;

• (b) the Underwriting Agreement (as defined in the Circular), be and is hereby approved, confirmed and ratified and any director of the Company be and is hereby authorised to do such acts or execute such other documents which he may consider necessary, desirable or expedient to carry into effect or to give effect to the terms of the Underwriting Agreement, including such changes and amendments thereto as such director of the Company may consider necessary, desirable or expedient; and

• (c) the directors of the Company be and are hereby authorised to make such other exclusions or other arrangements as they may deem necessary, desirable, or expedient and generally to do such things and make such arrangements as they may think fit to give effect to the Open Offer.”

	By order of the Board
	Yu Wai Man
	Company Secretary
Hong Kong, 8 September 2006
Registered Office:	Head Office and Principal Place of Business in Hong Kong:
Clarendon House	Room 2107, 21st Floor
2 Church Street	Nan Fung Tower
Hamilton HM 11	173 Des Voeux Road Central
Bermuda	Hong Kong

Notes:

1. The register of members of the Company will be closed from Friday, 22 September 2006 to Tuesday, 26 September 2006, both dates inclusive, during which period no transfer of shares will be registered. In order to be registered as members of the Company on the Record date, 26 September 2006, all share certificates with duly completed transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 21 September 2006.

2. 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.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, 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 the 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.

4. 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 later 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.

5. 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.

6. 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.

7. The votes of members at the above meeting to approve the ordinary resolution will be taken on a poll.

As at the date of this announcement, the board of directors of the Company 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.