Puxing Energy Limited — Proxy Solicitation & Information Statement 2003

Jan 30, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 Sunway International Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited and the Singapore Exchange Securities Trading Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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SUNWAY INTERNATIONAL HOLDINGS LIMITED 新威國際控股有限公司[*]

(incorporated in Bermuda with limited liability)

PROPOSED TERMINATION OF THE EXISTING SHARE OPTION SCHEME, PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME, PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE ITS OWN SHARES

A notice convening an annual general meeting of the Company to be held on Tuesday, 25 February 2003 at 11:00 a.m. at 41st Floor, Jardine House, 1 Connaught Place, Hong Kong is set out on Appendix III to this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.

30 January 2003

* For identification purposes only

CONTENTS

		Pages
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	The Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	Book Closure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
–	Documents available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
–	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I	– Principal Terms of the New Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II	– Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix III – Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		21

– i –

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company and its subsidiaries. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all 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.

– ii –

DEFINITIONS

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

“Annual General Meeting”	the annual general meeting of the Company to be
	convened and held on Tuesday, 25 February 2003 at
	11:00 a.m. at 41st Floor, Jardine House, 1 Connaught
	Place, Hong Kong, the notice of which is set out in
	Appendix III to this circular, and any adjournment
	thereof
“associates”	has the meaning ascribed to it under the Listing Rules
“Bermuda Principal Registrars”	The Bank of Bermuda Limited, the principal share
	registrar and transfer office of the Company in Bermuda,
	whose offices is at Bank of Bermuda Building, 6 Front
	Street, Hamilton HM 11, Bermuda
“Board”	the board of Directors
“Company”	Sunway International Holdings Limited, a company
	incorporated in Bermuda with limited liability, the Shares
	of which are listed on the main board of the Hong Kong
	Stock Exchange as its place of primary listing and the
	main board of the Singapore Stock Exchange as its place
	of secondary listing
“Companies Act”	the Companies Act 1981 of Bermuda (as amended)
“connected person(s)”	has the meaning ascribed to it under the Listing Rules
“Director(s)”	director(s) of the Company
“Existing Scheme”	the existing share option scheme of the Company adopted
	pursuant to a resolution in writing of the shareholders
	of the Company passed on 6 August 1999
“Extension Mandate”	a general and unconditional mandate to the Directors to
	the effect that any Shares repurchased under the
	Repurchase Mandate will be added to the total number
	of Shares which may be allotted and issued under the
	Issue Mandate
“Group”	the Company and its subsidiaries
“Issue Mandate”	a general and unconditional mandate to the Directors to
	exercise the power of the Company to allot, issue or
	otherwise deal with Shares up to a maximum of 20% of
	the aggregate nominal amount of the share capital of
	the Company in issue as at the date of passing the
	resolution at the Annual General Meeting

– 1 –

DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Hong Kong Branch Registrars”	Tengis Limited, the branch share registrar and transfer
	office of the Company in Hong Kong, whose offices is
	at G/F., Bank of East Asia Harbour View Centre, 56
	Gloucester Road, Wanchai, Hong Kong
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Latest Practicable Date”	28 January 2003, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Hong Kong Stock Exchange
“New Scheme”	the new share option scheme proposed to be adopted by
	the Company at the Annual General Meeting for the
	benefit of the employees and directors of the Company
	and its subsidiaries and other eligible participants as
	prescribed thereunder
“Proposal”	the termination of the Existing Scheme, the adoption of
	the New Scheme and the grant of a general mandate to
	the Directors to grant options under the New Scheme
	of, upon the exercise of which shall not exceed (when
	aggregating with the Shares which may be issued upon
	exercise of all options to be granted under any other
	schemes) 10% of the Shares in issue of the Company as
	at the date of the Annual General Meeting
“Registrars”	collectively, the Bermuda Principal Registrars, the Hong
	Kong Branch Registrars and the Singapore Transfer
	Office
“Repurchase Mandate”	a general and unconditional mandate to the Directors to
	enable them to repurchase the Shares the aggregate
	nominal amount of which does not exceed 10 % of the
	aggregate nominal amount of the share capital in issue
	as at the date of passing the relevant resolution at the
	Annual General Meeting
“Singapore Stock Exchange”	Singapore Exchange Securities Trading Limited
“Singapore Transfer Office”	Lim Associates (Pte) Ltd, the share transfer office of
	the Company in Singapore, whose offices is at 10 Collyer
	Quay #19-08, Ocean Building, Singapore 049315
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital
	of the Company

– 2 –

DEFINITIONS

“Shareholder(s)” holder(s) of the Shares “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

– 3 –

LETTER FROM THE BOARD

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SUNWAY INTERNATIONAL HOLDINGS LIMITED 新威國際控股有限公司[*]

(incorporated in Bermuda with limited liability)

Executive directors: Wong King Ching, Helen (Chairman) Wong Choi Kam Wong Choi Ping Leung Chi Fai Wong King Man

Non-executive director: Wong Kim Seong Independent non-executive directors: Wong Kun Kim So Day Wing

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

Principal place of business in Hong Kong: Room 1708-1710 Nan Fung Centre 264-298 Castle Peak Road Tsuen Wan New Territories Hong Kong

30 January 2003

To the Shareholders

Dear Sir/Madam

PROPOSED TERMINATION OF THE EXISTING SHARE OPTION SCHEME, PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME, AND THE PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE ITS OWN SHARES

INTRODUCTION

The purpose of this circular is to provide you with information regarding the ordinary resolutions to be proposed at the Annual General Meeting. These include ordinary resolutions relating to the proposed grant of the Repurchase Mandate, the Issue Mandate, the Extension Mandate and the Proposal.

Under the Listing Rules, the Company is required to provide you with information reasonably necessary to enable you to make an informed decision as to whether to vote for or against the resolutions to be proposed at the Annual General Meeting. This circular is prepared for such purpose.

* For identification purposes only

– 4 –

LETTER FROM THE BOARD

THE PROPOSAL

Existing Share Option Scheme

By a resolution in writing passed on 6 August 1999 by all the then shareholders of the Company, the Existing Scheme was adopted and became effective on 3 September 1999. Under the Existing Scheme, the Directors were authorised to grant to full-time employees of the Company or its subsidiaries, including executive directors of such companies, options to subscribe for Shares.

Since the adoption of the Existing Scheme, options to subscribe for an aggregate of 40,000,000 Shares have been granted under the Existing Scheme. Options to subscribe for 450,000 Shares were exercised before the Latest Practicable Date. As at the Latest Practicable Date, options granted under the Existing Scheme to subscribe for 39,550,000 Shares remained outstanding and would continue to be exercisable in accordance with their terms of grant. A breakdown of the options which remained outstanding under the Existing Scheme as at the Latest Practicable Date is shown as follows:

Name or category	Shares being subject of	Date of grant	Exercise period	Exercise price
of participant	the outstanding options	of share options	of share options	of share options
				HK$
Directors
Ms Wong Choi Kam	6,000,000	25 October 1999	25 October 1999 to	1.20
			24 October 2009
Ms Wong King Ching,	1,500,000	25 October 1999	25 October 1999 to	1.20
Helen			24 October 2009
Mr Leung Chi Fai	1,050,000	25 October 1999	25 October 1999 to	1.20
			24 October 2009
	8,550,000
Other employees
In aggregate	31,000,000	25 October 1999	25 October 1999 to	1.20
			24 October 2009
	39,550,000

The Directors confirm that with effect from the Latest Practicable Date, they will not further exercise their authorities in granting options under the Existing Scheme and no further option will be granted under the Existing Scheme prior to its termination and the approval of the adoption of the New Scheme at the Annual General Meeting. Upon the adoption of the New Scheme, the Existing Scheme will terminate and no further options may be granted under the Existing Scheme.

Apart from the Existing Scheme, there were not any other share option schemes as at the Latest Practicable Date.

Reasons for the Proposal

Major amendments have been introduced to Chapter 17 of the Listing Rules. These amendments came into effect on 1 September 2001.

– 5 –

LETTER FROM THE BOARD

Chapter 17 of the Listing Rules deals with the share option schemes of companies listed on the main board of the Hong Kong Stock Exchange. The amendments introduced, among other things, the expansion of the classes of potential grantees of share options, the relaxation of certain requirements relating to the maximum number of shares comprised in share options that can be granted under the share option schemes of such listed companies and, at the same time, the imposition of new disclosure and approval requirements on such listed companies.

Options may no longer be granted under the Existing Scheme by the Company unless such grants have been made in compliance with the amended rules. In this connection, the Board intends to propose to the Shareholders that the Company should terminate its Existing Scheme (under which options to subscribe for 39,550,000 Shares are outstanding) and adopt the New Scheme, the terms of which will comply with the amended Chapter 17 of the Listing Rules. The Directors consider that the adoption of the New Scheme is in the interest of the Company and the Shareholders as a whole because it enables the Company to reward and provide incentives to, and strengthen the Group’s business relationship with, the prescribed classes of participants who may contribute to the growth and development of the Group.

The New Scheme

Set out in Appendix I to this circular are the principal terms of the New Scheme, under which the maximum number of Shares which may be allotted and issued upon exercise of all options to be granted under the New Scheme and any other schemes must not in aggregate exceed 10% of the Shares in issue of the Company on the date of approval of the New Scheme by the Shareholders at the Annual General Meeting, which maximum number may however be refreshed as detailed in paragraph (3) of Appendix I to this circular.

Conditions of the adoption of the New Scheme

The adoption of the New Scheme is conditional upon, among other matters, (i) the termination of the Existing Scheme by an ordinary resolution at the Annual General Meeting; (ii) the approval by the Shareholders of the New Scheme at the Annual General Meeting and of the allotment and issue of the Shares which may fall to be allotted and issued upon the exercise of the option granted under the New Scheme; (iii) the Listing Committee of the Hong Kong Stock Exchange granting approval for the listing of, and permission to deal in, the Shares which may fall to be allotted and issued upon the exercise of the options granted under the New Scheme up to 10% of the Shares in issue as at the date of the Annual General Meeting; and (iv) the Singapore Stock Exchange granting approval for the listing of, and permission to deal in, the Shares which may fall to be allotted and issued upon the exercise of the option granted up to 10% of the Shares in issue as at the date of the Annual General Meeting under the New Scheme.

Applications will be made to the Listing Committee of the Hong Kong Stock Exchange and the Singapore Stock Exchange respectively for the approval of the listing of, and permission to deal in, the Shares, representing a maximum of 10% of the Shares in issue as at the date of the Annual General Meeting, which may fall to be allotted and issued upon the exercise of the options granted under the New Scheme.

Values of all options that can be granted under the New Scheme

The Directors consider that it is not possible to state the value of all options that may be granted pursuant to the New Scheme as if they had been granted on the Latest Practicable Date,

– 6 –

LETTER FROM THE BOARD

because the calculation of the value of the options is based on a number of variables such as the exercise price, exercise period, interest rate, expected volatility and other relevant variables. As options have not been granted under the New Scheme, certain variables are not available for calculating the value of the options. The Directors believe that any calculation of the value of the options as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful to the Shareholders.

The value of the options will be stated by the Directors in the letter(s) offering the options to the eligible participant(s) when options are to be granted under the New Scheme. The Company will use a generally accepted methodology as accepted by the Hong Kong Stock Exchange to calculate the value of the options.

ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be given the Issue Mandate, i.e. a general and unconditional mandate to allot, issue and deal with new Shares up to 20% of the aggregate nominal share capital of the Company in issue as at the date of passing of the relevant resolution.

REPURCHASE MANDATE AND EXTENSION MANDATE

At the Annual General Meeting, an ordinary resolution will also be proposed to give the Directors the Repurchase Mandate, i.e. a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Hong Kong Stock Exchange, the Singapore Stock Exchange or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% of the nominal share capital of the Company in issue as at the date of passing of the relevant resolution.

In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the Annual General Meeting providing that any Shares repurchased under the Repurchase Mandate (up to a maximum of 10% of the issued Shares as at the date of the grant of the Repurchase Mandate) will be added to the total number of Shares which may be allotted and issued under the Issue Mandate.

The Repurchase Mandate and the Issue Mandate would expire the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) at the end of the period within which the Company is required by Bermuda law or its bye-laws to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolutions of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

Under the Listing Rules, the Company is required to give to all Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix II to this circular.

ACTIONS TO BE TAKEN

At the Annual General Meeting, ordinary resolutions will be proposed to approve, among other matters, the following: the termination of the Existing Scheme, the adoption of the New Scheme, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate.

– 7 –

LETTER FROM THE BOARD

Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and, in any event not later than 48 hours before the time for the Annual General Meeting or any adjournment thereof. 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 thereof should you so wish.

BOOK CLOSURE

Each of the registers of members of the Company maintained at the Bermuda Principal Registrars and the Hong Kong Branch Registrars will be closed from 4:00 p.m. on Thursday, 20 February 2003 to Monday, 24 February 2003 (both dates inclusive) for the purposes of determining entitlements to vote at the Annual General Meeting.

In order to qualify for exercising the voting rights of Shareholders at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the relevant Registrars by no later than 4:00 p.m. on Wednesday, 19 February 2003.

RECOMMENDATION

The Directors believe that the Proposal, the Issue Mandate, the Repurchase Mandate and the Extension Mandate are beneficial to the Company and the Shareholders as a whole. In particular, the performance targets (if any) and the subscription price set in accordance with the New Scheme will act as an incentive to the eligible participants of the New Scheme to contribute more for the benefits of the Company.

The Directors believe that an exercise of the Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company.

The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases of Shares will benefit the Company and the Shareholders.

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with that as at 30 September 2002, being the date of its latest audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

Accordingly, the Directors recommend Shareholders to vote in favour of the ordinary resolutions approving the Proposal, the Issue Mandate, the Repurchase Mandate and the Extension Mandate at the Annual General Meeting.

– 8 –

LETTER FROM THE BOARD

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the Company’s principal place of business in Hong Kong at Room 1708-1710, Nan Fung Centre, 264-298 Castle Peak Road, Tsuen Wan, New Territories, Hong Kong during normal business hours on any business day up to and including Tuesday, 25 February 2003 and at the Annual General Meeting:

• (i) the memorandum of association and bye-laws of the Company; and

• (ii) the draft rules of the New Scheme.

GENERAL INFORMATION

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

Yours faithfully, For and on behalf of the Board Sunway International Holdings Limited Wong King Ching, Helen Chairman

– 9 –

PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX I

Set out below is a summary of the principal terms and conditions of the New Scheme to provide sufficient information to the Shareholders for their consideration of the New Scheme.

(1) Purpose of the New Scheme

The purpose of the New Scheme is to enable the Group to grant options to selected participants as incentives or rewards for their contribution to the Group. The Directors consider that the New Scheme, with its broadened basis of participation, absence of performance target to be achieved, a subscription price to be determined by the Directors and minimum period for which an option must be held unless otherwise determined by the Directors, will enable the Group to reward the employees, the Directors and other selected participants for their contribution to the Group and will also assist the Group in its recruitment and retention of high calibre professionals, executives and employees who are instrumental to the growth of the Group.

(2) Who may join

The Directors may at their absolute discretion, invite any person belonging to any of the following classes of participants (the “ Eligible Participants ”) to take up options to subscribe for Shares:

• (a) any employee (whether full time or part time, including any executive director but excluding any non-executive director) of the Company, any of its subsidiaries, or any entity (the “ Invested Entity ”) in which any member of the Group holds any equity interest;

• (b) any non-executive directors (including independent non-executive directors) of the Company, any of its subsidiaries or any Invested Entity;

• (c) any supplier of goods or services to any member of the Group or any Invested Entity;

• (d) any customer of the Group or any Invested Entity;

• (e) any person or entity that provides research, development or other technological support to the Group or any Invested Entity;

• (f) any shareholder of any member of the Group other than the Company or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity;

• (g) any adviser (professional or otherwise) or consultant to the Group relating to business development of the Group or any member of the Group or any Invested Entity; and

• (h) any joint venture partner or business alliance that co-operates with any member of the Group or any Invested Entity in any area of business operation or development,

and, for the purposes of the New Scheme, the options may be granted to any company wholly owned by one or more persons belonging to any of the above classes of participants. For the avoidance of doubt, the grant of any options by the Company for the subscription of Shares or other securities of the Group to any person who falls within any of the above classes of participants shall not, by itself, unless the Directors otherwise determine, be construed as a grant of option under the New Scheme.

– 10 –

PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX I

The basis of eligibility of any of the above class of participants to the grant of any options shall be determined by the Directors from time to time on the basis of their contribution to the development and growth of the Group.

(3) Maximum number of Shares

• (a) The maximum number of Shares which may be allotted and issued upon exercise of all outstanding options granted and yet to be exercised under the New Scheme and any other share option schemes adopted by the Company must not in aggregate exceed 30% of the relevant class of securities of the Company (or the subsidiary) in issue from time to time.

• (b) The total number of Shares which may be allotted and issued upon exercise of all options (excluding, for this purpose, options which have lapsed in accordance with the terms of the New Scheme and any other share option schemes of the Group) to be granted under the New Scheme and any other share option schemes of the Group must not in aggregate exceed 10% of the Shares in issue as at the date of passing the relevant resolution adopting the New Scheme (the “ General Scheme Limit ”).

• (c) Subject to (a) above and without prejudice to (d) below, the Company may seek approval of the Shareholders at general meeting to refresh the General Scheme Limit provided that the total number of Shares which may be allotted and issued upon exercise of all options to be granted under the New Scheme and any other share option schemes of the Group must not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit and for the purpose of calculating the refreshed limit, options (including those outstanding, cancelled, lapsed or exercised in accordance with the New Scheme and any other share option schemes of the Group) previously granted under the New Scheme and any other share option schemes of the Group will not be counted.

• (d) Subject to (a) above and without prejudice to (c) above, the Company may seek separate Shareholders’ approval at general meeting to grant options beyond the General Scheme Limit or, if applicable, the refreshed limit referred to in (c) above to participants specifically identified by the Company before such approval is sought.

(4) Maximum entitlement of each participant

The total number of Shares issued and which may fall to be issued upon exercise of the options granted under the New Scheme and any other share option scheme of the Group (including both exercised or outstanding options) to each participant in any 12-month period shall not exceed 1% of the Shares in issue (the “ Individual Limit ”). Any further grant of options in excess of the Individual Limit in any 12-month period up to and including the date of such further grant shall be subject to the Shareholders’ approval at general meeting of the Company with such participant and his associates abstaining from voting.

(5) Grant of options to connected persons

• (a) Any grant of options under the New Scheme to a Director, chief executive or substantial shareholder of the Company or any of their respective associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is also the grantee of the options).

– 11 –

PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX I

• (b) Where any grant of options to a substantial Shareholder or an independent nonexecutive Director, or any of their respective associates, would result in the Shares issued and to be allotted and issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:

• (aa) representing in aggregate over 0.1% of the Shares in issue; and

• (bb) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million;

such further grant of options must be approved by the Shareholders at general meeting. The Company must send a circular to the Shareholders. All connected persons of the Company must abstain from voting at such general meeting, except that any connected person may vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular. Any vote taken at the meeting to approve the grant of such options must be taken on a poll. Any change in the terms of options granted to a substantial Shareholder or an independent non-executive Director, or any of their respective associates must be approved by the Shareholders at general meeting.

(6) Time of acceptance and exercise of option

An option may be accepted by a participant within 21 days from the date of the offer for grant of the option.

An option may be exercised in accordance with the terms of the New Scheme at any time during a period to be determined and notified by the Directors to each grantee, which period may commence from the date of acceptance of the offer for the grant of options but shall end in any event not later than 10 years from the date on which the offer for grant of the option is made subject to the provisions for early termination thereof. Unless otherwise determined by the Directors and stated in the offer for the grant of options to a grantee, there is no minimum period required under the New Scheme for the holding of an option before it can be exercised.

(7) Performance targets

Unless the Directors otherwise determine and state in the offer of the grant of options to a grantee, a grantee is not required to achieve any performance targets before any options granted under the New Scheme can be exercised. No performance targets are specifically stipulated under the New Scheme.

(8) Subscription price for Shares

The subscription price for Shares under the New Scheme shall be a price determined by the Directors but shall not be less than the highest of (i) the closing price of the Shares as stated in the Hong Kong Stock Exchange’s daily quotations sheet for trade in one or more board lots of Shares on the date of the offer for grant which must be a business day; (ii) the average closing price of Shares as stated in the Hong Kong Stock Exchange’s daily quotations sheet for trade in one or more board lots of Shares for the five business days immediately preceding the date of the offer for grant which must be a business day; and (iii) the nominal value of the Shares. A nominal consideration of HK$1 is payable on acceptance of the grant of an option.

– 12 –

PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX I

(9) Ranking of Shares

• (a) Shares to be allotted and issued upon the exercise of an option will be subject to all the provisions of the Companies Act and the bye-laws of the Company and will rank pari passu in all respects with the fully paid Shares in issue on the date on which the option is duly exercised (the “ Exercise Date ”) and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Exercise Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Exercise Date. A Share allotted and issued upon the exercise of an option shall not carry voting rights until completion of the registration of the grantee as the holder thereof.

• (b) Unless the context otherwise requires, references to “Shares” in this paragraph include references to shares in the ordinary equity share capital of the Company of such nominal amount as shall result from a sub-division, consolidation, reclassification or reduction of the share capital of the Company from time to time.

(10) Restrictions on the time of grant of options

• (a) No offer for the grant of options shall be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been published in the newspapers or in such manner as prescribed by or permitted under the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of (aa) the date of the meeting of the Directors for the approval of the Company’s interim or annual results, and (bb) the last date on which the Company must publish its interim or annual results announcement under its listing agreement and ending on the date of the announcement of the results, no option may be granted.

• (b) The Directors may not grant any option to a participant who is a Director during the periods or times in which the Directors are prohibited from dealing in Shares pursuant to the Model Code for Securities Transactions by Directors of Listed Companies prescribed by the Listing Rules or any corresponding code or securities dealing restrictions adopted by the Company.

(11) Period of the New Scheme

The New Scheme will remain in force for a period of 10 years commencing on the date on which the New Scheme becomes unconditional.

(12) Rights on ceasing employment

If the grantee of an option is an Eligible Employee and ceases to be an Eligible Employee for any reason other than his death, ill-health or retirement in accordance with his contract of employment or for serious misconduct or other grounds referred to in sub-paragraph (14) below before exercising his option in full, the option (to the extent not already exercised) will lapse on the date of cessation and will not be exercisable unless the Directors otherwise determine in which event the grantee may exercise the option (to the extent not already exercised) in whole or in part within such period as the Directors may determine following the date of such cessation, which will be taken to be the last day on which the grantee was at work with the Group or the Invested Entity whether salary is paid in lieu of notice or not.

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PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX I

Eligible Employee means any employee (whether full time or part time, including any executive director but excluding any non-executive director) of the Company, any of its subsidiaries or any Invested Entity.

(13) Rights on death, ill-health or retirement

If the grantee of an option is an Eligible Employee and ceases to be an Eligible Employee by reason of his death, ill-health or retirement in accordance with his contract of employment before exercising the option in full, his personal representative(s), or, as appropriate, the grantee may exercise the option (to the extent not already exercised) in whole or in part within a period of 12 months following the date of cessation, which date shall be the last day on which the grantee was at work with the Group or the Invested Entity, whether salary is paid in lieu of notice or not, or such longer period as the Directors may determine.

(14) Rights on dismissal

If the grantee of an option is an Eligible Employee and ceases to be an Eligible Employee by reason that he has been guilty of persistent or serious misconduct or has committed any act of bankruptcy or has become insolvent or has made any arrangements or composition with his creditors generally, or has been convicted of any criminal offence (other than an offence which in the opinion of the Directors does not bring the grantee or the Group or the Invested Entity into disrepute), his option will lapse automatically and will not in any event be exercisable on or after the date of cessation to be an Eligible Employee.

(15) Rights on breach of contract

If the Directors shall at their absolute discretion determine that (a) the grantee of any option (other than an Eligible Employee) or his associate has committed any breach of any contract entered into between the grantee or his associate on the one part and the Group or any Invested Entity on the other part, or that the grantee has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally; and (b) the option granted to the grantee under the New Scheme shall lapse, his option will lapse automatically and will not in any event be exercisable on or after the date on which the Directors have so determined.

(16) Rights on a general offer, a compromise or arrangement

If a general or partial offer, whether by way of take-over offer, share re-purchase offer, or scheme of arrangement or otherwise in like manner is made to all the holders of Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall use all reasonable endeavours to procure that such offer is extended to all the grantees on the same terms, mutatis mutandis; and assuming that they will become, by the exercise in full of the options granted to them, Shareholders. If such offer becomes or is declared unconditional, a grantee shall be entitled to exercise his option (to the extent not already exercised) to its full extent or to the extent specified in the grantee’s notice to the Company in exercise of his option at any time before the close of such offer (or any revised offer). Subject to the above, an option (to the extent not already exercised) will lapse automatically on the date on which such offer (or, as the case may be, revised offer) closes.

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PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX I

(17) Rights on winding up

In the event of an effective resolution being proposed for the voluntary winding-up of the Company during the option period, the grantee may, subject to the provisions of all applicable laws, by notice in writing to the Company at any time prior to the date on which such resolution is passed, exercise his option (to the extent not already exercised) either to its full extent or to the extent specified in such notice in accordance with the provisions of the New Scheme and shall accordingly be entitled, in respect of the Shares falling to be allotted and issued upon the exercise of his option, to participate in the distribution of the assets of the Company available in liquidation pari passu with the Shares in issue on the day prior to the date of such resolution.

(18) Adjustments to the subscription price

In the event of a capitalisation issue, rights issue, subdivision or consolidation of Shares or reduction of capital of the Company whilst an option remains exercisable, such corresponding alterations (if any) certified by the auditors for the time being of or an independent financial adviser to the Company as fair and reasonable will be made to the number or nominal amount of Shares, the subject matter of the New Scheme and the option so far as unexercised or the option price, provided that (a) any adjustments shall give a grantee the same proportion of the issued share capital to which he was entitled prior to such alteration; (b) no adjustment shall be made the effect of which would be to enable a Share to be allotted and issued at less than its nominal value. In addition, in respect of any such adjustments, other than any adjustment made on a capitalisation issue, such auditors or independent financial adviser must confirm to the Directors in writing that the adjustments satisfy the requirements of the relevant provision of the Listing Rules; and (c) the issue of Shares or other securities of the Group as consideration in a transaction may not be regarded as a circumstance requiring adjustment.

(19) Cancellation of options

Any cancellation of options granted but not exercised must be subject to the consent of the relevant grantee and approved by the Directors.

(20) Termination of the New Scheme

The Company may by resolution at general meeting at any time terminate the operation of the New Scheme and in such event no further options shall be offered but in all other respects the provisions of the New Scheme shall remain in force to the extent necessary to give effect to the exercise of any options (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provisions of the New Scheme. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the New Scheme.

(21) Rights are personal to the grantee

An option is personal to the grantee and shall not be transferable or assignable. The grantee shall not sell, transfer, mortgage, encumber or in any way create any interest in any option granted. Any breach of the foregoing will entitle the Company to cancel any outstanding option or any part thereof granted to the grantee in breach without incurring any liability on the part of the Company.

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PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX I

(22) Lapse of option

• An option shall lapse automatically (to the extent not already exercised) on the earliest of:

• (a) the expiry of the period referred to in paragraph (6); and

• (b) the expiry of the periods or dates referred to in paragraph (12), (13), (14), (15), (16) and (17).

(23) Miscellaneous

• (a) The New Scheme is conditional on the Listing Committee of the Hong Kong Stock Exchange and the Singapore Stock Exchange granting approval of the listing of, and permission to deal in, the Shares to be allotted and issued pursuant to the exercise of any options which may be granted under the New Scheme up to 10% of the Shares in issue as at the date of the Annual General Meeting.

• (b) The terms and conditions of the New Scheme relating to the matters set out in rule 17.03 of the Listing Rules shall not be altered to the advantage of grantees of the options except with the approval of the Shareholders in general meeting.

• (c) Any alterations to the terms and conditions of the New Scheme which are of a material nature or any change to the terms of options granted must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the New Scheme.

• (d) Amended terms of the New Scheme or the options must still comply with the relevant requirements of Chapter 17 of the Listing Rules.

• (e) Any change to the authority of the Directors or the scheme administrators in relation to any alteration to the terms of the New Scheme shall be approved by the Shareholders in general meeting.

(24) Present status of the New Scheme

Applications will be made to the Listing Committee of the Hong Kong Stock Exchange and the Singapore Stock Exchange respectively for the granting of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any options which may be granted under the New Scheme up to 10% of the Shares in issue as at the date of the Annual General Meeting.

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EXPLANATORY STATEMENT

APPENDIX II

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information as to the proposed Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Hong Kong Stock Exchange to repurchase their shares on the Hong Kong Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange which is recognised by the Hong Kong Securities and Futures Commission (such as the Singapore Stock Exchange) subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such a company must be fully paid up and all repurchase of shares by such a company must be approved in advance by an ordinary resolution of shareholders, either by way of Repurchase Mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at Latest Practicable Date, there was a total of 1,016,001,301 Shares in issue.

Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 101,600,130 Shares.

3. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Hong Kong Stock Exchange or on stock exchange on which the Shares are listed. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders.

4. FUNDING OF REPURCHASES

Repurchase made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company’s memorandum of association and byelaws and the applicable laws of Bermuda.

There might be material adverse impact on the working capital and gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the Company’s annual report for the year ended 30 September 2002, being the date of its last audited accounts), in the event that the Repurchase Mandate were to be exercised in full at any time. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would in the circumstances have a material adverse impact on the working capital requirements or the gearing levels of the Company.

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EXPLANATORY STATEMENT

APPENDIX II

5. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Hong Kong Stock Exchange in each of the 12 calendar months immediately preceding the date of this circular are as follows:

	Highest	Lowest
	HK$	HK$
January 2002	0.640	0.340
February 2002	0.480	0.360
March 2002	0.440	0.380
April 2002	0.415	0.365
May 2002	0.440	0.365
June 2002	0.405	0.300
July 2002	0.365	0.245
August 2002	0.265	0.221
September 2002	0.237	0.142
October 2002	0.167	0.142
November 2002	0.162	0.145
December 2002	0.169	0.149

6. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates have any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Hong Kong Stock Exchange that they will only exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

As at the Latest Practicable Date, the interests of the Directors in the share capital of the Company or any associated corporation (within the meaning of Securities (Disclosure of Interests) Ordinance (the “ SDI Ordinance ”) (Chapter 396 of the Laws of Hong Kong) which were notified to the Company and the Hong Kong Stock Exchange under Section 28 of the SDI Ordinance (including the interests which they were deemed or taken to have under Section 31 or Part I of the Schedule to the SDI Ordinance) or which were required to be entered in the register under Section 29 of the SDI Ordinance or required pursuant to the Model Code for Securities Transaction by Directors of Listed Companies under the Listing Rules are as follows:

(a) The Company

	Number of	ordinary Shares
Directors	Personal interests	Corporate interests
Wong Choi Kam	0.5 million	100 million_(Note 1)_
Wong King Ching, Helen	0.2 million	400 million_(Note 2)_
Wong King Man	–	400 million_(Note 2)_
Wong Choi Ping	–	100 million_(Note 3)_
Wong Kim Seong	50 million	–

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EXPLANATORY STATEMENT

APPENDIX II

Notes:

1. These shares were held by Atworth Profits Limited, a company beneficially owned by Ms Wong Choi Kam.

2. As at the Latest Practicable Date, these shares were beneficially owned by Farnell Profits Limited, the entire issued share capital of which was previously held by the late Mr Wong Choi Fung (“Mr Wong”) and currently forms part of the estate of the late Mr Wong. Ms Wong King Ching, Helen and Ms Wong King Man, directors of the Company, are beneficiaries of the said estate, whose interest in the shares of Farnell Profits Limited is not yet ascertained until completion of the administration of estate of the late Mr Wong.

3. These shares were held by Notchino Investment Inc., a company beneficially owned by Mr Wong Choi Ping.

(b) Associated Corporations

In addition to the above, Sungo International (BVI) Limited beneficially owns 6,500,000 non-voting deferred shares of HK$1 each in Sungo Holding Company Limited, 6,500 non-voting deferred shares of HK$1 each in Guidy International Limited and 10,000 non-voting deferred shares of HK$1 each in Hong Kong Sunway Electronics Co. Limited respectively. Farnell Profits Limited, Ms Wong Choi Kam, Notchino Investment Inc. and Mr Wong Kim Seong are the beneficial owners of approximately 58.7%, 13.3%, 13.3% and 6.7% of the issued share capital of Sungo International (BVI) Limited, respectively. Such non-voting deferred shares practically carry no rights to dividends or to receive notice of or attend or vote at any general meeting of the respective companies or to participate in the surplus assets of such companies.

Save as disclosed herein, as at the Latest Practicable Date, none of the Directors had any interest in the share capital of the Company or any associated corporations (within the meaning of the SDI ordinance) which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to section 28 of the SDI Ordinance (including the interests which they were deemed or taken to have under section 31 or part I of the Schedule to the SDI Ordinance) or pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules or which are required, pursuant to section 29 of the SDI Ordinance, to be entered in the register referred to therein.

The Company has not been notified by any connected person (as defined in the Listing Rules) that such a person has any present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Hong Kong Code on Takeovers and Mergers (the “ Code ”). Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, 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 Code.

As at the Latest Practicable Date, so far as is known to, or can be ascertained after reasonable enquiry by, the Directors, the following persons (not being a Director or the chief executive of the Company) were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

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EXPLANATORY STATEMENT

APPENDIX II

Name of shareholders Number of ordinary Shares Farnell Profits Limited 400 million

In the event that the Repurchase Mandate were exercised in full, the respective percentage shareholdings of the substantial Shareholder before and after such repurchase would be as follows:

	Before repurchase	After repurchase
Farnell Profits Limited	39.4%	43.7%

Such an increase in percentage of shareholdings may give rise to an obligation to make a mandatory offer under Rule 26 of the Code, but will not reduce the proportion of Shares held by the public to less than 25 per cent.

Save as disclose above, the Directors currently are not aware of any consequences which will arise under the Code as a result of any purchase made under the Repurchase Mandate.

During the six months immediately preceding the date of this circular, the Company repurchased in aggregate 4,854,000 Shares on the Hong Kong Stock Exchange. The details of these transactions are as follows:

Month of Number of ordinary repurchase shares repurchased ’000 July 2002 2,288 August 2002 2,566 4,854	Price Highest HK$ 0.285 0.265	per share Lowest HK$ 0.250 0.244	Total price paid HK$ 609,870.00 653,670.00
			1,263,540.00

The Shares so repurchased were cancelled upon repurchases and the issued share capital of the Company was reduced by the par value thereof. The premium paid on the repurchase of Shares of approximately HK$778,140.00 was charged to the share premium account. An amount of HK$485,400.00 equivalent to the par value of the shares cancelled was transferred from the retained profits of the Company to the capital redemption reserve.

Save as disclosed above, no repurchase of Share has been made by the Company during the last six months, whether on the Hong Kong Stock Exchange, the Singapore Stock Exchange or otherwise.

– 20 –

NOTICE OF THE ANNUAL GENERAL MEETING

APPENDIX III

==> picture [47 x 70] intentionally omitted <==

SUNWAY INTERNATIONAL HOLDINGS LIMITED 新威國際控股有限公司[*]

(incorporated in Bermuda with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of SUNWAY INTERNATIONAL HOLDINGS LIMITED (the “ Company ”) will be held at 11:00 a.m. on Tuesday, 25 February 2003 at 41st Floor, Jardine House, 1 Connaught Place, Hong Kong for the following purposes:

AS ORDINARY BUSINESS

1. to receive and consider the audited financial statements and the reports of the directors of the Company and the Company’s auditors for the year ended 30 September 2002;

2. to approve the declaration of a final dividend of Hong Kong currency one cent per share of HK$0.10 each in the Company for the year ended 30 September 2002;

3. to re-elect the retiring directors and to authorise the board of directors to fix the remuneration of directors;

4. to re-appoint the Company’s auditors and to authorise the board of directors to fix their remuneration;

AS SPECIAL BUSINESS

and to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. “ THAT with effect from the close of business of the day on which this resolution is passed, the existing share option scheme (the “ Existing Scheme ”) adopted by the Company pursuant to an ordinary resolution in writing passed by all shareholders of the Company on 6 August 1999 (a copy of the Existing Scheme having been produced to the meeting marked “ A ” and signed by the chairman of the meeting for the purposes of identification), be and it is hereby terminated and shall cease to have any further effect save and except that the Existing Scheme will remain in force to the extent necessary to give effect to the exercise of the options granted thereunder prior to termination thereof.”

2. “ THAT subject to the passing of resolution numbered 5 and with effect from the close of business of the day on which this resolution is passed, the rules of the share option scheme (the “ New Scheme ”, the principal terms of which are particularly described in the circular (the “ Circular ”) to the shareholders of the Company dated

– 21 –

NOTICE OF THE ANNUAL GENERAL MEETING

APPENDIX III

30 January 2003) (a copy of the New Scheme and the Circular having been produced to the meeting marked “ B ” and “ C ”, respectively and signed by the chairman of the meeting for the purposes of identification), be approved and adopted and the directors of the Company be and they are hereby authorised to approve any amendments to the rules of the New Scheme as may be acceptable or not objected to by The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), and at their absolute discretion to grant options to subscribe for Shares thereunder and to allot, issue and deal with shares of HK$0.10 each in the Company pursuant to the exercise of options granted under the New Scheme and to take all such steps as may be necessary, desirable or expedient to carry into effect the New Scheme with effect from the close of business of the day on which this resolution is passed”.

1. “ THAT

2. (a) subject to paragraph (b) below and the passing of resolution numbered 5, pursuant to the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) and the terms of the New Scheme (as defined in resolution numbered 6), the directors of the Company are hereby authorised to grant options under the New Scheme and to allot, issue and otherwise deal with shares (each a “ Share ”) of HK$0.10 each in the capital of the Company pursuant to the exercise of option granted under the New Scheme; and

3. (b) the aggregate nominal amount of share capital to be allotted and issued pursuant to paragraph (a) above, together with any issue of Shares upon the exercise of any options granted under any other share option scheme of the Company as may from time to time adopted by the Company, shall not exceed the aggregate of 10 per cent. of the Shares in issue as at the date of the passing of this resolution”.

4. “ THAT :

5. (a) subject to paragraph (c) below, pursuant to the Listing Rules, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with the unissued shares (each a “ Share ”) of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

6. (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

7. (c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any

– 22 –

NOTICE OF THE ANNUAL GENERAL MEETING

APPENDIX III

scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (bb) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of any share capital of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of 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, the Companies Act 1981 of Bermuda (as amended) (the “ Companies Act ”) or any other applicable law of Bermuda to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the directors of the Company to holders of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

– 23 –

NOTICE OF THE ANNUAL GENERAL MEETING

APPENDIX III

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase shares (each a “Share”) of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the Singapore Exchange Securities Trading Limited (the “ Singapore Stock Exchange ”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Singapore Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

4. (c) for the purposes of this resolution, “ Relevant Period ” means the period from the date of 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, the Companies Act 1981 or any other applicable law of Bermuda to be held; and

   • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”

5. “ THAT conditional on the passing of resolution numbered 8 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 8 above be and it is hereby extended by the addition to the aggregate nominal amount of the shares which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased or agreed to be repurchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 9 above.”

Hong Kong, 23 January 2003

By order of the board of directors of Sunway International Holdings Limited Wong King Ching, Helen

Chairman

– 24 –

NOTICE OF THE ANNUAL GENERAL MEETING

APPENDIX III

Registered office: Principal place of business in Hong Kong: Clarendon House Room 1708-1710 2 Church Street Nan Fung Centre Hamilton HM 11 264-298 Castle Peak Road Bermuda Tsuen Wan New Territories Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company.

2. To be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrars, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting.

3. The register of members will be closed from Thursday, 20 February 2003 to Monday, 24 February 2003 (both days inclusive) during which period no transfer of shares will be effected. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificate must be lodged with the Company’s Hong Kong branch share registrars, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 4:00 p.m. on Wednesday, 19 February 2003 for registration.

4. In relation to proposed resolution numbered 3 above, Mr Wong Choi Ping and Mr Wong Kun Kim will retire from their office of directors at the above meeting pursuant to the Company’s bye-laws and, being eligible, offer themselves for re-election.

5. In relation to proposed resolutions numbered 8 and 10 above, approval is being sought from the shareholders for the grant to the directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules. The directors have no immediate plans to issue any new shares of the Company other than shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.

6. In relation to proposed resolution numbered 9 above, the directors wish to state that they will exercise the powers conferred thereby to purchase shares in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules will be set out in a separate document to be despatched to the shareholders.

7. For identification purposes only

– 25 –