Qiniu Limited — Proxy Solicitation & Information Statement 2004

Jul 30, 2004

IMPORTANT

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

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

The Stock Exchange of Hong Kong Limited ( the “Stock Exchange” ) 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.

RONTEX INTERNATIONAL HOLDINGS LIMITED （朗迪國際控股有限公司[] ）*

(* For identification purpose only)

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND

INFORMATION ON DIRECTOR TO BE RE-ELECTED AT THE 2004 ANNUAL GENERAL MEETING

A letter from the board of directors of the Company and the notice convening the annual general meeting ( the “2004 Annual General Meeting” ) of the Company to be held at 24th Floor, Chun Wo Commercial Centre, 23, 25, 27 and 29 Wing Wo Street, Central, Hong Kong on 24th August, 2004 (Tuesday) at 11:00 a.m. are set out on page 1 to 5 and page 10 to 14 of this circular (the “Circular”).

A form of proxy for the 2004 Annual General Meeting is also enclosed with the Circular. Whether or not you desire to attend the 2004 Annual General Meeting, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the 2004 Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from subsequently attending and voting at the 2004 Annual General Meeting or any adjournment thereof if you so wish.

30th July, 2004

LETTER FROM THE BOARD OF DIRECTORS

RONTEX INTERNATIONAL HOLDINGS LIMITED （朗迪國際控股有限公司[] ）*

(* For identification purpose only)

(incorporated in the Cayman Islands with limited liability)

(Stock Code : 1142)

Executive Directors: Registered office: CHEUNG Keng Ching (Chairman) Century Yard CHOU Mei Cricket Square LAU Ka Man, Kevin Hutchins Drive P.O. Box 2681 GT Independent Non-Executive Directors : George Town CHOW Chi Kit Grand Cayman TO Yan Ming, Edmond British West Indies

Principal Place of Business: 23rd Floor Chun Wo Commercial Centre 23, 25, 27 and 29 Wing Wo Street, Central Hong Kong

30th July, 2004

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND

INFORMATION ON DIRECTOR TO BE RE-ELECTED AT THE 2004 ANNUAL GENERAL MEETING

1. INTRODUCTION

The Company’s existing general mandates to issue shares and to repurchase shares were approved by the Company’s shareholders at the extraordinary general meeting on 20th February 2004. Unless otherwise renewed, the existing general mandates to issue shares and to repurchase shares will lapse at the conclusion of the 2004 Annual General Meeting.

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LETTER FROM THE BOARD OF DIRECTORS

In order to ensure flexibility when it is desirable to allot additional shares or to repurchase shares, the directors of the Company ( the “Directors” ) will seek the approval of shareholders to grant new general mandates to issue shares and to repurchase shares at the 2004 Annual General Meeting.

The purpose of this circular is to, inter alia, provide you with information on i) the proposed renewal of the general mandates to issue shares and to repurchase shares and ii) the director to be re-elected at the 2004 Annual General Meeting, for consideration on the ordinary resolutions for granting and extending these mandates and re-electing the retiring director at the 2004 Annual General Meeting.

2. GENERAL MANDATE TO ISSUE SHARES (THE “ISSUE MANDATE”)

Two ordinary resolutions, as set out in the notice of the 2004 Annual General Meeting, will be proposed for the following purposes:–

Ordinary resolution no. 4 – to grant to the Directors a general mandate to issue new shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution; and

Ordinary resolution no. 6 – to increase the aggregate nominal amount of share capital of the Company which the Directors may issue under the general mandate if given in the Ordinary Resolution no. 4 by the aggregate nominal amount of share capital of the Company repurchased under the general mandate if given in the ordinary resolution no. 5.

The Company had in issue an aggregate of 1,602,210,400 shares of HK$0.01 each as at 27th July, 2004, ( the “Latest Practicable Date” ), being the latest practicable date before the printing of this circular for ascertaining certain information to be included herein. Subject to the passing of the aforesaid ordinary resolution no. 4 and in accordance with the terms therein, the Company would be allowed to issue additional shares up to the aggregate nominal amount of a maximum of 320,442,080 shares on the basis that no further shares will be issued or repurchased prior to the 2004 Annual General Meeting.

3. GENERAL MANDATE TO REPURCHASE SHARES (THE “REPURCHASE MANDATE”)

The ordinary resolution no. 5 as set out in the notice of the 2004 Annual General Meeting, will be proposed to grant to the Directors a general mandate to exercise the powers of the Company to repurchase i) the Company’s fully paid up shares representing up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution and ii) warrants of the Company with rights to subscribe for shares on or before 27th

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LETTER FROM THE BOARD OF DIRECTORS

June 2005 (“2005 Warrants”) representing up to a maximum of 10% of the aggregate amount of the outstanding 2005 Warrants as at the date of passing of the resolution respectively.

The Rules Governing the Listing of Securities on the Stock Exchange ( the “Listing Rules” ) contain provisions to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange.

In accordance with the Listing Rules, the appendix to this circular serves as the explanatory statement, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolutions for granting of the Repurchase Mandate.

4. ACTION TO BE TAKEN

The notice convening the 2004 Annual General Meeting to be held at 24th Floor, Chun Wo Commercial Centre, 23, 25, 27 and 29 Wing Wo Street, Central, Hong Kong on 24th August, 2004 (Tuesday) at 11:00 a.m. is set out on page 10 to 14 in this Circular.

A form of proxy for the 2004 Annual General Meeting is also enclosed, whether or not you desire to attend the 2004 Annual General Meeting, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the 2004 Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from subsequently attending and voting at the 2004 Annual General Meeting or any adjournment thereof if you so wish.

5. PROCEDURES FOR DEMANDING A POLL

For your further information as required by the Listing Rules, set forth below are the procedures for demanding a poll at general meeting of the Company. Pursuant to Article no. 66 of the Company’s articles of association ( the “Articles of Association” ), every resolution put to the vote of a general meeting shall be decided on a show of hands unless (before or on the declaration of the results of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded:

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

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

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LETTER FROM THE BOARD OF DIRECTORS

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

• (d) by a member or members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

A poll which is duly demanded shall be then held in such manner prescribed by the Articles of Association of the Company.

6. INFORMATION OF THE DIRECTOR TO BE RE-ELECTED AT THE 2004 ANNUAL GENERAL MEETING

For your further information, we set out below the relevant details of the retiring director proposed to be re-elected at the 2004 Annual General Meeting:–

Madam CHOU Mei (“Madam CHOU”), aged 44, is the co-founder of the group and has been appointed as executive director of the Company under a service agreement commencing on 19th October, 2002 with an initial term of 3 years which continues thereafter until terminated by either party giving to the other party not less than three months’ prior written notice.

Madam CHOU has over 17 years’ experience in trading of garment and premium products. She is responsible for the procurement functions of the group.

Madam CHOU is spouse of Mr. CHEUNG Keng Ching, chairman and substantial shareholder of the Company. Except as aforesaid, Madam CHOU does not have other relationships with any directors, senior management or other substantial shareholder of the Company for the purpose of the Listing Rules. She is interested in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance as disclosed under the heading “Directors’ Interests In Shares” in the Directors’ Report for 2004 Annual Report. Madam CHOU is also a director of a number of subsidiaries of the Company. She did not hold directorship in other listed public companies in the last three years other than the directorship in the Company.

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LETTER FROM THE BOARD OF DIRECTORS

Madam CHOU’s current director’s remuneration is HK$928,369 per annum under the current terms of her service agreement in the Company and subject to discretionary management bonus payment to be determined by the Directors based on the annual audited results of the Company in accordance with the terms of her service agreement. Her remuneration as director is approved by the board of directors based on her mutual agreement with the Company with reference to the pertaining industry practice and market situation. She is subject to retirement by rotation and reelection pursuant to the Articles of Association of the Company. Save as above, there are no other matters that should be brought to the attention of shareholders of Company in this regard.

7. RECOMMENDATION

The Directors believe that the granting of the Issue Mandate and the Repurchase Mandate are in the best interests of the Company and its shareholders as a whole. Moreover, the necessary information for other matters seeking shareholders’ approval are already set out herein for consideration. Accordingly, the Directors recommend that all shareholders should vote in favour of the related ordinary resolutions to be proposed at the 2004 Annual General Meeting.

Yours faithfully,

By Order of the Board Rontex International Holdings Limited CHEUNG Keng Ching Chairman

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EXPLANATORY STATEMENT

APPENDIX

This appendix serves an explanatory statement, as required by the Listing Rules, to provide requisite information to shareholders of the Company for their consideration as to whether to vote for or against the ordinary resolution to be proposed at the 2004 Annual General Meeting for granting the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to rule 10.06 of the Listing Rules which is set out as follows:–

SHARE CAPITAL

As at the Latest Practicable Date, the Company had in issue an aggregate of 1,602,210,400 shares of HK$0.01 each which are fully paid and the outstanding 2005 Warrants in the aggregate amount of HK$32,684,798.

Subject to the passing of the ordinary resolution no. 5 as set out in the notice of 2004 Annual General Meeting and in accordance with the terms therein, the Company would be allowed under the Repurchase Mandate to repurchase fully paid shares up to i) the aggregate nominal amount of a maximum of 160,221,040 shares and ii) the outstanding 2005 Warrants in the amount of HK$3,268,480 on the basis that no further shares will be issued or repurchased and no further outstanding 2005 Warrants will be exercised prior to the 2004 Annual General Meeting.

REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing any securities of the Company, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its shareholders. Trading conditions on the Stock Exchange have sometimes been volatile. At any time in the future when securities trading at a discount to their underlying value, the ability of the Company to repurchase securities will be beneficial to those shareholders who retain their investment in the Company since their interests in the assets of the Company would increase in proportion to the number of securities repurchased by the Company and thereby resulting in an increase in net asset value and/or earnings per share of the Company. Such repurchases will only be made when the Directors believe that the repurchases will benefit the Company and its shareholders as a whole.

FUNDING OF REPURCHASES

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with the memorandum and articles of association of the Company and the applicable laws and regulations of the Cayman Islands. Securities may only be repurchased out of the profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose of repurchase. The premium, if any, payable on repurchases must have been provided for out of the

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EXPLANATORY STATEMENT

APPENDIX

profits of the Company or out of the Company’s share premium account before or at the time the securities are repurchased. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

SHARE PRICES

During each of the twelve months preceding the Latest Practicable Date, the highest and lowest prices at which shares and 2005 Warrants of the Company have been traded were as follows:–

		Shares		2005	Warrants
	Highest		Lowest	Highest	Lowest
	HK$		HK$	HK$	HK$
2003
July	0.188		0.125	N/A	N/A
August	0.25		0.181	N/A	N/A
September	0.263		0.205	N/A	N/A
October	0.35		0.205	N/A	N/A
November	0.463		0.30	N/A	N/A
December	0.458		0.403	N/A	N/A
2004
January	1.12		0.428	N/A	N/A
February	0.93		0.44	N/A	N/A
March	0.51		0.28	N/A	N/A
April	0.305		0.23	N/A	N/A
May	0.30		0.125	N/A	N/A
June	0.255		0.14	0.078	0.056
				(Note 1)

Note 1 : The dealings in 2005 Warrants on the Stock Exchange commenced on 30th June, 2004.

REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased any of the Company’s shares during the six months immediately preceding the Latest Practicable Date.

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EXPLANATORY STATEMENT

APPENDIX

POSSIBLE MATERIAL ADVERSE IMPACT

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts for the year ended 31st March, 2004) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the Company’s working capital requirements or the gearing levels. The number of shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and laws of the Cayman Islands and in accordance with the regulations set out in the memorandum and articles of association of the Company.

EFFECT OF HONG KONG CODE ON TAKEOVERS AND MERGERS

If as a result of share repurchase by the Company, a substantial shareholder’s proportionate interest in voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Hong Kong Code on Takeovers and Mergers ( the “Code” ). Accordingly, a shareholder, or group of shareholders acting in concert, could, depending on the level of increase of the increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Code.

As at the Latest Practicable Date and to the best of knowledge and belief of the Company, the following persons were directly or indirectly interested in 5% of more of the nominal value of the issued ordinary shares that carry a right to vote in all circumstances at general meetings of the Company:–

		Approximate
		Percentage of
Name	Number of issued shares held	Shareholding
	(Note a)
Star Master International Limited	986,400,000_(note b)_	61.56%
Lu Ming Hui	131,200,000	8.19%

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EXPLANATORY STATEMENT

APPENDIX

In the event that the Directors exercised in full the power to repurchase shares of the Company in accordance with the terms of the ordinary resolution no. 5 to be proposed at the 2004 Annual General Meeting, the aforesaid interests of Star Master International Limited and Lu Ming Hui in the issued share capital of the Company as at the Latest Practicable Date would be proportionally increased to approximately 68.41% and 9.10% respectively. In view of this, as at the Latest Practicable Date, the Directors are not aware of the consequences of such increases or as a result of repurchases of shares that would result in any of the aforesaid persons or any shareholder, or group of shareholders acting in concert, becoming obliged to make a mandatory offer under the Code. Moreover, the Directors have no present intention to exercise the Repurchase Mandate to such extent as would give rise to an obligation to make a mandatory offer under the Code or if the repurchase would result in less than 25% of the issued share capital of the Company being held in public hands.

• Note a: For the purpose of this paragraph to ascertain the interests of Star Master International Limited and Lu Ming Hui in the issued share capital of the Company, their interests in the outstanding 2005 Warrants carrying rights to subscribe for shares of the Company and/or share options of the Company as at the Latest Practicable Date are not included.

• Note b: The entire issued capital of Star Master International Limited is legally and beneficially owned by Mr. Cheung Keng Ching (“Mr. Cheung”) and Madam Chou Mei (“Mrs. Cheung”) as to 50% and 50% respectively. Accordingly, Mr. Cheung and Mrs. Cheung are respectively deemed to be interested in these shares held by Star Master International Limited in the Company.

DIRECTORS’ DEALINGS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates presently intends to sell shares to the Company under the Repurchase Mandate in the event that such mandate as proposed in the ordinary resolution no. 5 is approved by the shareholders of the Company.

CONNECTED PERSONS

The Company has not been notified by any connected persons of the Company that they have a present intention to sell any shares to the Company, or that they have undertaken not to sell any shares held by them to the Company in the event that such mandate as proposed in the ordinary resolution no. 5 is approved by the shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

RONTEX INTERNATIONAL HOLDINGS LIMITED （朗迪國際控股有限公司[] ）*

(* For identification purpose only)

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of members of Rontex International Holdings Limited (the “Company”) will be held at 24th Floor, Chun Wo Commercial Centre, 23, 25, 27 and 29 Wing Wo Street, Central, Hong Kong on 24th August 2004 (Tuesday) at 11:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and of the auditors for the year ended 31st March, 2004;

2. To elect director and to authorise the board of directors to fix directors’ remuneration;

3. To appoint auditors and to authorise the board of directors to fix their remuneration.

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

“ THAT

• (a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company (“Directors”) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares (“Shares”) in the capital of the Company or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and it is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in this resolution, otherwise than pursuant to:

• (i) a rights issue (as defined below); or

• (ii) the exercise of rights of subscription or conversion attaching to any warrants of the Company or any securities which are convertible into Shares; or

• (iii) the exercise of any option under the share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares of the Company; or

• (iv) scrip dividends or under similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; and

• (v) a specific authority granted by the shareholders of the Company,

shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier 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 articles of association of the Company or the applicable laws of the Cayman Islands to be held; or

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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 of the Company in general meeting; and

“rights issue” means the allotment, issue or grant of Shares pursuant to an offer of shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors 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 recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

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

“ THAT

• (a) subject to paragraphs (b) and (c) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all powers of the Company to purchase (i) shares (“Shares”) in the capital of the Company and (ii) outstanding warrants of the Company with rights to subscribe for Shares on or before 27th June 2005 (“2005 Warrants”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (“Recognised Stock Exchange”), subject to and in accordance with the applicable laws of the Cayman Islands and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other Recognised Stock Exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares and outstanding 2005 Warrants which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed (i) 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and (ii) 10 per cent. of the aggregate amount of the outstanding 2005 Warrants of the Company as at the date of passing of this resolution respectively, and the approval pursuant to paragraph (a) of this resolution be limited accordingly;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earlier 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 articles of association of the Company or the applicable laws of the Cayman Islands to be held; or

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

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

“ THAT subject to the passing of the resolutions numbered 4 and 5 as set out in the notice (the “Notice”) convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares (“Shares”) in the capital of the Company pursuant to the resolution numbered 4 as set out in the Notice be and the same is hereby extended by the addition to the aggregate nominal amount of share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate 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 the resolution numbered 5 as set out in the Notice provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.”

By order of the Board Rontex International Holdings Limited Cheung Keng Ching Chairman

Hong Kong, 28th July 2004

As at the date hereof, the board of directors of the Company consist of 3 executive directors, namely, Cheung Keng Ching, Chou Mei and Lau Ka Man, Kevin and 2 independent non-executive directors, namely Chow Chi Kit and To Yan Ming, Edmond.

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NOTICE OF ANNUAL GENERAL MEETING

Head office and principal place of business in Hong Kong: 23rd Floor

Chun Wo Commercial Centre 23, 25, 27 and 29 Wing Wo Street Central Hong Kong

Notes:

• (1) A member of the Company entitled to attend and vote at the aforesaid meeting is entitled to appoint one or (if holding two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

• (2) To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Hong Kong branch share registrars of the Company, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

• (3) Completion and return of the form of proxy will not preclude members from attending and voting at the aforesaid meeting.

• (4) The register of members will be closed from 20th August, 2004 (Friday) to 24th August, 2004 (Tuesday) (both dates inclusive), during which period no transfer of shares will be effected. In order to attend and vote at the said meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrars of the Company, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 19th August, 2004 (Thursday).

• (5) Pursuant to Article 88 of the Company’s Articles of Association, the period for serving notice by member for nomination of person (other than the retiring director) as director shall be a seven day period commencing on the day after the dispatch of this notice and end on the date falling seven days after the dispatch of this notice.

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