Pioneer Global Group Limited — Proxy Solicitation & Information Statement 2004

Jul 30, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Pioneer Global Group Limited , you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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.

PIONEER GLOBAL GROUP LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code : 00224)

PROPOSALS FOR GENERAL MANDATES

TO REPURCHASE AND ISSUE SHARES,

AMENDMENTS TO THE BYE-LAWS OF THE COMPANY, NOTICE OF ANNUAL GENERAL MEETING

AND

RE-ELECTION OF DIRECTORS

A notice convening the Annual General Meeting of Pioneer Global Group Limited to be held on Monday, 6 September 2004 at 3:00 p.m. at Suites 01-03, 30/F, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong is set out on pages 9 to 19 of this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the principal place of business of the Company in Hong Kong at Suites 01-03, 30/F, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the proxy form will not preclude shareholders from attending and voting at the Annual General Meeting or any adjournment thereof should they so wish.

30 July 2004

CONTENT

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES . . . . . . . .	3
AMENDMENTS TO THE BYE-LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .	3
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE . . . . .	6
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

−i −

DEFINITIONS

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

“AGM”	the Annual General Meeting of the Company to be held
	on Monday, 6 September 2004 at 3:00 p.m. at Suites
	01-03, 30/F, Office Tower, Convention Plaza, 1 Harbour
	Road, Wanchai, Hong Kong
“associates”	has the meaning as defined in the Listing Rules
“Bye-Laws”	the Bye-Laws of the Company
“Company”	Pioneer Global Group Limited, a company incorporated
	in Bermuda with limited liability the shares of which are
	listed on the Stock Exchange
“connected person”	has the meaning as defined in the Listing Rules
“Directors”	the directors of the Company
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong
“Latest Practicable Date”	26 July 2004 being the latest practicable date prior to the
	printing of this circular for ascertaining certain
	information contained in this circular
“Listing Rules”	The Rules Governing the Listing of Securities on the
	Stock Exchange
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share Repurchase Mandate”	the general mandate to repurchase shares of HK$0.10
	each of the Company up to a maximum of 10% of the
	aggregate nominal value of the issued share capital of the
	Company
“shareholder(s)”	holders of shares
“share(s)”	ordinary share(s) of HK$0.10 each in the issued share
	capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers

−1 −

LETTER FROM THE BOARD

PIONEER GLOBAL GROUP LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code : 00224)

Executive Directors: Rossana Wang Gaw (Chairman) Goodwin Gaw (Vice Chairman) Kenneth Gaw (Managing Director) Jane Kwai Ying Tsui

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Independent non-executive Directors: Dr. Charles Wai Bun Cheung, J.P. The Hon. Bernard Charnwut Chan Arnold Tin Chee Ip

Principal place of business in Hong Kong:

Suites 01-03, 30/F, Office Tower Convention Plaza 1 Harbour Road Wanchai, Hong Kong

30 July 2004

To Shareholders

Dear Sir/Madam

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

INTRODUCTION

The purpose of the circular is to provide you with information regarding the resolutions to be proposed at the AGM. The proposed resolutions include the renewal of general mandates granted to Directors of the Company to repurchase and issue shares and the amendments to the Bye-Laws of the Company.

−2 −

LETTER FROM THE BOARD

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

At the annual general meeting of the Company held on 8 September 2003, the Directors were granted general mandates (i) to repurchase shares up to a maximum of 10% of the aggregate nominal value of the issued share capital of the Company as at 8 September 2003; and (ii) to issue, allot and deal with additional shares of the Company not exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at 8 September 2003.

These general mandates will lapse upon the conclusion of the AGM. Ordinary resolutions set out as Resolutions 5(1), 5(2) and 5(3) in the Notice of AGM will be proposed for renewing these general mandates.

An explanatory statement as required by the Listing Rules to provide all the information reasonably necessary to enable shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the purchase by the Company of its shares are set out on pages 6 to 8 of this circular.

AMENDMENTS TO THE BYE-LAWS

On 31 March 2004, certain amendments in the Listing Rules came into effect. In order to conform to the provisions in Appendices 3 and 13A of the Listing Rules, the Directors proposed that a special resolution be passed at the AGM to approve the necessary amendments to the Bye-Laws of the Company.

NOTICE OF ANNUAL GENERAL MEETING

Notice of AGM as set out on pages 9 to 19 of this circular contains full text of the proposed ordinary resolutions in relation to the renewal of general mandates to repurchase and issue shares and the proposed special resolution in relation to the amendments to the Bye-Laws.

A Form of Proxy for use at the AGM is also enclosed. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the principal place of business of the Company in Hong Kong at Suites 01-03, 30/F, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the proxy form will not preclude shareholders from attending and voting at the AGM or any adjournment thereof should they so wish.

−3 −

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

The Directors to be re-elected at the AGM are Dr. Charles Wai Bun Cheung, J.P. and The Hon. Bernard Charnwut Chan. Their particulars are as follows:

Dr. Charles Wai Bun CHEUNG, J.P.

Aged 68. Appointed to the Board in 1986, is the group chief executive and executive deputy chairman of Mission Hills Group, Hong Kong. He holds an Honorary doctorate degree in Business Administration, a Master degree in Business Administration and a bachelor degree of science. Dr. Cheung has more than thirty-eight years working experience and he has held senior management positions in various industries including banking, finance, property, hotel developments, management and investments. He is a non-executive director and chairman of the respective audit committees of K. Wah International Holdings Limited, K. Wah Construction Materials Limited and Prime Investments Holdings Limited which are companies listed on the Main Board of Hong Kong Stock Exchange. Dr. Cheung is also an independent non-executive director of B & S Entertainment Holdings Limited and adviser of the Tung Wah Group of Hospitals. He is a Vice Chairman of Guangdong Province Golf Association. Dr. Cheung was awarded the Directors of the Year Awards 2002 of Listed Company Non-executive Director. Dr. Cheung was appointed by the HKSAR Government as a member of the Estate Agents Authority on 1 November 2002.

As at the Latest Practicable Date, Dr. Charles Wai Bun Cheung, J.P. was not interested or deemed to be interested in any shares or underlying shares pursuant to Part XV of the SFO.

The Hon. Bernard Charnwut CHAN

Aged 39. Appointed to the Board in 1994, is a member of the Legislative Council of the Hong Kong Special Administrative Region. A graduate of Pomona College in California, U.S.A., he holds the positions of Deputy Managing Director of Asia Financial Group and the President of Asia Insurance. He serves as the Chairman of the Standing Committee on Disciplined Services Salaries and Conditions of Service; a Director of The Hong Kong Mortgage Corporation Ltd. and a Council Member of Lingnan University. He is also a member of the Mandatory Provident Fund Schemes Advisory Committee, Insurance Advisory Committee, Economic & Employment Council, Greater Pearl River Delta Business Council and the Committee on Financial Assistance for Family members of Those Who Sacrifice Their Lives to Save Others. In addition, he serves as the Advisor of Bangkok Bank Ltd., Hong Kong Branch, the Chairman of the Hong Kong-Thailand Business Council, Chairperson of The Hong Kong Council of Social Service and the Vice Chairperson of the Community Investment & Inclusion Fund Committee.

As at the Latest Practicable Date, The Hon. Bernard Charnwut Chan was not interested or deemed to be interested in any shares of underlying shares pursuant to Part XV of the SFO.

−4 −

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having make full reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATIONS

The Directors consider that the resolutions set out in the Notice of AGM are in the best interests of, and for the benefit of, the Company and its shareholders as a whole, and accordingly, recommend the shareholders to vote in favor of the resolutions to be proposed at the AGM.

Yours faithfully By Order of the Board Rossana Wang Gaw Chairman

As at the date of this circular, the executive directors of the Company are Mrs. Rossana Wang Gaw, Mr. Goodwin Gaw, Mr. Kenneth Gaw and Ms. Jane Kwai Ying Tsui and the independent non-executive directors of the Company are Dr. Charles Wai Bun Cheung, J.P., The Hon. Bernard Charnwut Chan and Mr. Arnold Tin Chee Ip.

−5 −

EXPLANATORY STATEMENT ON SHARE REPURCAHSE MANDATE

The following is the Explanatory Statement required to be sent to shareholders of the Company under the Listing Rules to provide information in connection with the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 748,956,917 ordinary shares of HK$0.10 each.

On the basis that no further shares are issued and no shares are repurchased by the Company prior to the AGM, full exercise of the Share Repurchase Mandate, during the period ending upon the conclusion of the 2005 annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required to be held by law or the revocation or variation of the Share Repurchase Mandate by an ordinary resolution of the Company, whichever is the earliest, would enable the Company to repurchase 74,895,691 shares.

2. REASONS FOR REPURCHASE

The Directors believe that the Share Repurchase Mandate is in the best interests of the Company and its shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value and/or earnings per share and will only be made when the Directors believe that such repurchase will benefit the Company and its shareholders.

3. FUNDING OF REPURCHASE

In repurchasing shares, the Company would apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-Laws of the Company and the laws of Bermuda. The Directors propose that the repurchases of shares would be financed from the Company’s internal resources and existing banking facilities.

Bermuda law 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 the profits that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount of premium payable on repurchase may only be paid out of either the profits that would otherwise be available for dividend or out of the share premium or contributed surplus accounts of the Company.

In the event that the Share Repurchase Mandate was exercised in full, it could have a material adverse effect on the working capital or the gearing position of the Company as compared with the position disclosed in the Company’s audited accounts for the year ended 31 March 2004. The Directors, however, do not propose to exercise the Share Repurchase Mandate to such an extent so as to have such a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

−6 −

EXPLANATORY STATEMENT ON SHARE REPURCAHSE MANDATE

4. UNDERTAKING AND DISCLOSURE OF INTERESTS

The Directors have undertaken to the Stock Exchange that they will exercise the Share Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Bermuda, the Memorandum of Association and the Bye-Laws of the Company.

No connected persons have notified the Company of a present intention to sell shares to the Company or have undertaken not to sell any of the shares held by them to the Company in the event that the Share Repurchase Mandate is granted by the shareholders.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates, have a present intention to sell any of the shares held by them to the Company in the event that the Share Repurchase Mandate is granted by the shareholders.

If a shareholder’s proportionate interest in the voting rights of the Company increases on exercise of the power to repurchase shares pursuant to the Share Repurchase Mandate, such increase will be treated as an acquisition for the purpose of the Takeover Code. As a result, a shareholder or group of shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Forward Investments, Inc., the single largest shareholder of the Company, holds approximately 23.27% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase shares, the shareholding of Forward Investments, Inc. in the Company would be increased to approximately 25.85% of the issued share capital of the Company. In the opinion of Directors, such increase may not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

5. SHARE PURCHASES MADE BY THE COMPANY

The Company has purchased its shares on the Stock Exchange in the six months preceding the date of this circular. Details are as follows:

	No. of shares	Highest price	Lowest price
Date of purchase	purchased	paid per share	paid per share
		HK$	HK$
11 May 2004	28,000	0.200	0.195

−7 −

EXPLANATORY STATEMENT ON SHARE REPURCAHSE MANDATE

6. SHARE PRICES

The highest and lowest market prices at which shares have been traded on the Stock Exchange in each of the previous 12 months before the Latest Practicable Date are as follows:

	Highest	Lowest
	HK$	HK$
July 2003	0.188	0.080
August 2003	0.200	0.130
September 2003	0.350	0.215
October 2003	0.250	0.230
November 2003	0.230	0.230
December 2003	0.260	0.210
January 2004	0.250	0.210
February 2004	0.290	0.240
March 2004	0.265	0.200
April 2004	0.265	0.182
May 2004	0.216	0.160
June 2004	0.201	0.191
July 2004 (up to the Latest Practicable Date)	0.250	0.250

−8 −

NOTICE OF ANNUAL GENERAL MEETING

PIONEER GLOBAL GROUP LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code : 00224)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of Pioneer Global Group Limited (the “Company”) will be held at the principal place of business of the Company in Hong Kong at Suites 01-03, 30/F, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Monday, 6 September 2004 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited Financial Statements and the Reports of the Directors and Auditors for the year ended 31 March 2004.

2. To declare a final dividend for the year ended 31 March 2004.

3. To re-elect Directors and to fix their remuneration.

4. To re-appoint Auditors and to authorise the Directors to fix their remuneration.

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

6. (1) “ THAT the Directors be and are hereby granted an unconditional general mandate to purchase issued shares in the capital of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and subject to the following conditions:

   • (a) such mandate should not extend beyond the Relevant Period (defined in sub-paragraph (c) below);

   • (b) the aggregate nominal amount of share capital purchased or agreed conditionally or unconditionally to be purchased by the Directors of the Company pursuant to this Resolution should not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution; and

−9 −

NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purpose 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 laws of Bermuda to be held; and

  - (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

• (2) “ THAT the Directors be and are hereby granted an unconditional general mandate to issue, allot and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:

• (a) such mandate should not extend beyond the Relevant Period (defined in sub-paragraph (c) below) save that the Directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (b) 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, otherwise than pursuant to a Rights Issue (as defined in sub-paragraph (c) below) or pursuant to the grant or exercise of options issued under any share option scheme adopted by the Company or pursuant to any scrip dividend scheme or with the consent of the Company in general meeting, should not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution; and

• (c) for the purpose 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 laws of Bermuda to be held; and

−10 −

NOTICE OF ANNUAL GENERAL MEETING

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any 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).”

• (3) “ THAT the general mandate granted to the Directors to issue, allot and deal with additional shares pursuant to Ordinary Resolution 5(2) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company under the authority granted pursuant to Ordinary Resolution 5(1) set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of the Resolution.”

• To consider as special business and, if thought fit, pass the following resolution as a special resolution with or without amendments:

“THAT the Bye-Laws of the Company be and are hereby amended in the following manner:

• (1) Bye-Law 1

By inserting the following definitions in Bye-Law 1:

• “associate(s)” shall have the meaning attributed to it in the Listing Rules

“Clearing House” shall mean a recognized clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or a clearing house or authorised shares depository recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction

−11 −

NOTICE OF ANNUAL GENERAL MEETING

“corporate representative” means any person appointed to act in that or “duly authorized capacity pursuant to Bye-Law 71 (as the representative” case may be) and any reference in these Bye-Laws to a Member present in person at a meeting shall, unless the context requires otherwise, include a corporation which is a Member represented at the meeting by such person so appointed

• “electronics” shall mean relating to the technology having electrical, digital, magnetic, wireless, optical electromagnetic or similar capabilities and such other meanings as given to it in the Electronic Transactions Act 1999 of Bermuda as may be amended from time to time

• “Listing Rules” shall mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as may be amended from time to time)

• “subsidiaries” shall have the meaning ascribed thereto under Rule 1.01 of the Listing Rules

• (2) Bye-Law 39

By deleting Bye-Law 39 in its entirety and, in substitution thereof, inserting the following new Bye-Law 39:

• “39 The registration of transfers may, on 14 days’ notice being given by advertisement in such official publication or newspaper circulating in Bermuda as may be appointed for this purpose under the Companies Act and in one or more newspapers circulating in the Relevant Territory or, subject to the Listing Rules, by electronics communication in the manner in which notices may be served by the Company by electronics means as herein provided, be suspended and the Register closed at such times and for such periods as the Board may from time to time determine either generally or in respect of any class of shares. The Register shall not be closed for more than thirty days in any year (or such longer period as the members may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year).”

−12 −

NOTICE OF ANNUAL GENERAL MEETING

• (3) Bye-Law 58

By deleting Bye-Law 58 in its entirety and, in substitution thereof, inserting the following new Bye-Law 58:

• “58 (A) Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every Member who is present in person or as a corporate representative or by proxy shall have one vote, and on a poll every Member present in person or as corporate representative or by proxy shall have one vote for every share of which he is the holder which is fully paid up or credited as fully paid up (but so that no amount paid up or credited as paid up on a share in advance of calls or instalments shall be treated for the purposes of this Bye-Law as paid up or credited as paid up on the share). On a poll a shareholder entitled to more than one vote need not use all his votes or cast his votes in the same way.

  • (B) Where any Member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.”

• (4) Bye-Law 59

By deleting Bye-Law 59 in its entirety and, in substitution thereof, inserting the following new Bye-Law 59:

• “59 At any general meeting a resolution put to the vote of the 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 duly demanded or required under the Listing Rules. Subject to the Companies Act and the Listing Rules, a poll may be demanded or required by:

• (a) the chairman of the meeting; or

• (b) at least three Members present in person or by proxy and entitled to vote; or

• (c) any Member or Members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all Members having the right to attend and vote at the meeting; or

−13 −

NOTICE OF ANNUAL GENERAL MEETING

• (d) any Member or Members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

Unless a poll is so demanded or required and the demand is not withdrawn, a declaration by the chairman that a resolution has, on a show of hands, been carried unanimously or by a particular majority or not carried by a particular majority or lost shall be final and conclusive, and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against such resolution.”

• (5) Bye-Law 60

By inserting the words “or required” immediately after the words “If a poll is duly demanded” in the first line of Bye-Law 60.

• (6) Bye-Law 61

By inserting the words “or required” immediately after the words “A poll demanded” in the first line of Bye-Law 61.

• (7) Bye-Law 62

By inserting the words “or requirement” immediately after the words “The demand” in the first line of Bye-Law 62.

• (8) By inserting the following new Bye-Law 69A immediately following the existing Bye-Law 69:

• “69A No powers shall be taken to freeze or otherwise impair any of the rights attaching to any share by reason only that the person or persons who are interested directly or indirectly therein have failed to disclose their interests to the Company.”

• (9) Bye-Law 71

By deleting Bye-Law 71 in its entirety and, in substitution thereof, inserting the following new Bye-Law 71:

• “71 (A) Any Member entitled to attend and vote in a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. Votes may be given either personally

−14 −

NOTICE OF ANNUAL GENERAL MEETING

or by a corporate representative or by proxy. A Member who is the holder of two or more shares may appoint more than one proxy to attend and vote instead of him on the same occasion. A proxy need not be a Member. In addition, a proxy or proxies representing either an individual Member or a Member which is a corporation, shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise, including the right to vote individually on a show of hands.

• (B) Any corporation which is a Member may, by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Company or any class of Members. The person so authorized shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purpose of these Bye-Laws be deemed to be present in person at any such meeting if a person so authorized is present thereat. Nothing in this Bye-Law shall prevent a corporation which is a Member from appointing one or more proxies to represent it pursuant to Bye-law 71.

• (C) Where a recognized Clearing House or its nominee is a Member, it or its nominee may authorize such person or persons as it thinks fit to act as its proxy or proxies or as its corporate representative or corporate representatives, to the extent permitted by the Companies Act, at any general meeting of the Company or at any general meeting of holders of any class of shares in the Company provided that if more than one person is so authorized, the authorization must specify the number and class of shares in respect of which each such person is so authorized. The person so authorized will be entitled to exercise the same powers on behalf of such recognised Clearing House or its nominee as that Clearing House or its nominee could exercise if it were an individual Member of the Company including (without limitation) the right to vote on a show of hands notwithstanding the provisions of Bye-Law 58 and 71. The number of persons a Clearing House (or its nominee) may appoint to act as its corporate representative or representatives shall not exceed the number of shares held by Clearing House (or its nominee) being shares in respect of which there is an entitlement to attend and vote at the relevant meeting.”

−15 −

NOTICE OF ANNUAL GENERAL MEETING

• (10) Bye-Law 79

By deleting Bye-Law 79 in its entirety and, in substitution thereof, inserting the following new Bye-Law 79:

• “79 (A) An existing Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting.

  • (B) Subject to Bye-Law 79(A), no person shall be eligible for election as a Director at any general meeting unless there has been given to the Secretary notice in writing by some Member (not being 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 notice signed by the person to be proposed of his willingness to be elected. The period for lodgment of the such notices shall commence no earlier than the day after the dispatch 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. The minimum length of such period during which notice to the Secretary of the intention to propose a person for election as a Director and during which notice to the Secretary by such person of his willingness to be elected may be given, shall be at least 7 days.”

• (11) By inserting the following new paragraph (D) in Bye-Law 89:

• “(D) The Directors shall obtain the approval of the Company in general meeting before making any payment to any Director or past Director by way of compensation for loss of office or as consideration for in connection with his retirement from office (not being a payment to which the Directors is contractually entitled).”

• (12) By deleting paragraph (G) of Bye-Law 91 in its entirety and, in substitution thereof, inserting the following new paragraph (G):

• “(G) Director shall not be entitled to 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 has or have a material interest, and if he shall do so his vote shall not be counted (nor shall he be counted in the quorum for that resolution), but this prohibition shall not apply to any of the following matters namely:

  • (i) (a) the giving of any security or indemnity to the Director or his associate(s) in respect of money lent 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; or

−16 −

NOTICE OF ANNUAL GENERAL MEETING

• (b) 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 himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;

• (ii) any proposal 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 sub-underwriting of the offer;

• (iii) any proposal 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 shareholder or in which the Director or his associate(s) is/are beneficially interested in the shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in five (5) per cent or more of the issued shares of any class of such company (or any third company through which his interest or that of his associates is derived) or of the voting rights;

• (iv) any proposal or arrangement concerning the benefits of employees of the Company or its subsidiaries including:

• (a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share options scheme under which the Director or his associate(s) may benefit; or

• (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, his associates 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; and

• (v) 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.”

−17 −

NOTICE OF ANNUAL GENERAL MEETING

• (13) By inserting the following new paragraphs (J) and (K) in Bye-Law 91:

• “(J) A company shall be deemed to be a company in which a Director together with any of his associates owns five (5) per cent. or more of the issued shares of any class of the equity share capital of such company or of the voting rights of any class of shares of such company if and so long as (but only if and so long as) he together with his associates is (either directly or indirectly) the holder of or beneficially interested in five (5) per cent. or more of any class of the equity share capital of such company (or of any third company through which his interest is derived) or of the voting rights of any class of shares available to shareholders of the company. For the purpose of this paragraph there shall be disregarded any shares held by a Director as bare or custodian trustee and in which he has no beneficial interest, any shares comprised in a trust in which the Director’s interest is 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 is interested only as a unit holder.

• (K) Where a company in which a Director together with any of his associates holds five (5) per cent. or more of any class of the equity share capital of such company or of the voting rights of any class of shares available to shareholders of the company is materially interested in a transaction, then that Director shall also be deemed materially interested in such transaction.”

(14) By inserting the following paragraph at the end of Bye-Law 137:

“Without limiting the generality of the foregoing but subject to the Statutes and any rules prescribed by the designated stock exchange from time to time, a notice of document may be served or delivered by the Company to any member by electronic means to such address as may from time to time be authorized by the member concerned or by publishing it on a computer network and notifying the member concerned, in such manner as he may from to time authorize, that it has been so published.”

−18 −

NOTICE OF ANNUAL GENERAL MEETING

• (15) By inserting the following new Bye-Law 139A immediately following the existing Bye-Law 139:

• “139A Subject to the statues and any rules prescribed by the designated stock exchange from time to time, the Directors may from time to time specify the form and manner in which a notice may be given to the Company by electronics means, including one or more addresses for the receipt of an electronic communication, and may prescribe such procedures as they deem fit for verifying the authenticity or integrity of any such electronics communication. Any notice may be given to the Company by electronics means only if it is given in accordance with the requirements specified by the Directors.””

By Order of the Board Jane Kwai Ying Tsui Secretary

Hong Kong, 30 July 2004

Notes:

• (1) The transfer books and register of members of the Company will be closed from Monday, 30 August 2004 to Thursday, 2 September 2004, both days inclusive, during which period no transfer of shares will be registered. To qualify for the proposed final dividend, all share transfers accompanied by the relevant share certificates must be lodged with the Company’s branch registrars, Computershare Hong Kong Investor Services Limited at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:00 p.m. on Friday, 27 August 2004.

• (2) A shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not also be a shareholder of the Company.

• (3) To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority shall be deposited at principal place of business of the Company in Hong Kong at Suites 01-03, 30/F, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

−19 −