Qiniu Limited — Proxy Solicitation & Information Statement 2004

Jun 10, 2004

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

A copy of this circular has been delivered to the Registrar of Companies in Hong Kong for registration as required by section 342C of the Companies Ordinance. Neither the Securities and Futures Commission of Hong Kong nor the Registrars of Companies in Hong Kong take any responsibility as to the contents of this circular.

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) 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.

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

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1142)

PROPOSALS FOR BONUS ISSUE OF WARRANTS AND AMENDMENTS TO ARTICLES OF ASSOCIATION

A notice convening the extraordinary general meeting of Rontex International Holdings Limited to be held at 24th Floor, Chun Wo Commercial Centre, 23, 25, 27 and 29 Wing Wo Street, Central, Hong Kong on Friday, 18 June 2004 at 11:00 a.m. is set out on pages 21 and 27 of this circular. Whether or not you are able to attend the extraordinary general meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon 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 as soon as possible but in any event no later than 11:00 a.m. on 16 June 2004. Completion of the form of proxy will not preclude you from attending and voting at the meeting in person if they so wish.

Subject to the granting of listing of, and permission to deal in, the Warrants and the new Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants on the Stock Exchange as well as the compliance with the stock admission requirements of HKSCC, the Warrants and the new Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the Central Clearing and Settlement System (“CCASS”) with effect from the commencement date of dealings in the Warrants on the Stock Exchange or such other date as determined by HKSCC. Settlement of transaction between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

25 May 2004

* For identification purpose only

RESPONSIBILITY

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

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CONTENTS

	Page
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix – Summary of the terms and conditions of the Warrants . . . . . . . . . . . . . .	11
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

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2004

EXPECTED TIMETABLE

Last day of dealings in Shares cum entitlements to the Bonus Warrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 10 June First day for dealings in Shares ex-entitlements to the Bonus Warrant Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 11 June Latest time for lodging transfers of Shares for entitlements to the Bonus Warrant Issue . . . . . . . . . . . . 4:00 p.m. on Monday, 14 June Closure of the Register (both days inclusive) from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 15 June to . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 18 June Latest time for lodging forms of proxy for EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:00 a.m. on Wednesday, 16 June Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 18 June EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Friday, 18 June Despatch of the Warrant certificates on or before . . . . . . . . . . . . . . . . . . . . . Monday, 28 June Commencement of dealings in the Warrants . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 30 June

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DEFINITIONS

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

“Articles of Association”	the articles of association of the Company
“Bonus Warrant Issue”	the conditional bonus issue of Warrants by the
	Company to Shareholders (other than Overseas
	Shareholders) as described in this circular
“Business Day”	any day (excluding a Saturday) on which banks in
	Hong Kong are generally open for business
“CCASS”	Central Clearing and Settlement System operated by
	HKSCC
“Company”	Rontex International Holdings Limited, a company
	incorporated in the Cayman Islands with limited
	liability, the Shares of which are listed on the Main
	Board of the Stock Exchange
“Directors”	the directors of the Company
“EGM”	the extraordinary general meeting of the Company
	proposed to be convened and held at 24th Floor, Chun
	Wo Commercial Centre, 23, 25, 27 and 29 Wing Wo
	Street, Central, Hong Kong on 18 June 2004 at
	11:00 a.m. and any adjournment thereof to approve
	the proposed Bonus Warrant Issue and the proposed
	amendments to the Articles of Association, notice of
	which is set out on pages 21 to 27 of this circular
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	21 May 2004 being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Overseas Shareholders”	Shareholders whose addresses as shown on the
	Register on the Record Date are outside Hong Kong

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DEFINITIONS

“Record Date”	18 June 2004, being the date for determination of
	entitlements to the Bonus Warrant Issue
“Register”	the register of members of the Company
“Registrar”	the Company’s branch share registrar in Hong Kong,
	Tengis Limited of Ground Floor, Bank of East Asia
	Harbour View Centre, 56 Gloucester Road, Wanchai,
	Hong Kong
“Shareholder(s)”	holder(s) of Share(s)
“Share(s)”	share(s) of HK$0.01 each in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Warrant(s)”	warrant(s) to be constituted by an instrument by way
	of deed poll to be executed by the Company and to be
	issued by the Company under the Bonus Warrant Issue
	entitling the holders to subscribe up to an aggregate
	of 320,441,600 Shares at an initial subscription price of
	HK$0.102 per Share (subject to adjustments)
“$”	Hong Kong dollars

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LETTER FROM THE BOARD

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

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1142)

Executive Directors: Cheung Keng Ching (Chairman) Chou Mei Lau Ka Man Kevin

Independent non-executive Directors: Chow Chi Kit To Yan Ming Edmond

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman British West Indies

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

25 May 2004

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR BONUS ISSUE OF WARRANTS AND AMENDMENTS TO ARTICLES OF ASSOCIATION

INTRODUCTION

It was announced on 17 May 2004 that the Directors proposed the Bonus Warrant Issue and the amendments to the Articles of Association.

The purpose of this circular is to give you notice of the EGM and further information in relation to the Bonus Warrant Issue and the amendments to the Articles of Association to be proposed at the EGM.

* For identification purpose only

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LETTER FROM THE BOARD

BONUS WARRANT ISSUE

Basis of the Bonus Warrant Issue

Under the Bonus Warrant Issue, Warrants will be issued in the proportion of one bonus Warrant for every five Shares held by Shareholders whose names appear on the Register on the Record Date. Each Warrant will be issued in registered form and will entitle the holder thereof to subscribe for fully-paid new Shares at the initial subscription price of HK$0.102 per Share, subject to adjustment, from the date of issue (which is expected to be on 28 June 2004) to the date of expiry of one year from the date of issue (which is expected to be 27 June 2005) (or such earlier date as provided in the instrument constituting the Warrants) (both days inclusive). Any subscription rights not exercised on or before 4:00 p.m. on 27 June 2005 will lapse and the Warrants will cease to be valid for any purpose.

The Shares falling to be issued upon the exercise of subscription rights attaching to the Warrants will rank for any dividends and other distributions the record date for which is on or after the relevant subscription date and, subject as aforesaid, pari passu in all respects with the existing issued Shares.

Based on the number of Shares in issue as at the Latest Practicable Date and assuming no further Shares are issued and no Shares are repurchased after the Latest Practicable Date and up to the Record Date, Warrants carrying rights to subscribe in aggregate of HK$32,685,043.20 in cash for Shares will be issued pursuant to the Bonus Warrant Issue. On the basis of the initial subscription price of HK$0.102 per Share, exercise in full of the Warrants would result in the issue of 320,441,600 Shares, representing approximately 20 per cent. of the Company’s existing issued share capital and approximately 16.67 per cent. of the issued share capital of the Company as enlarged by the allotment and issue of the Shares upon full exercise of the Warrants, and the receipt by the Company of approximately HK$32,685,043.20, before expenses. Save and except for 47,904,000 share options granted under the share option scheme adopted by the Company on 19 October 2002, there are no other outstanding securities of the Company in issue as at the Latest Practicable Date.

A summary of the principal terms and conditions of the Warrants, including circumstances in which the subscription price may be adjusted, is set out in the Appendix to this circular.

Subscription price

The initial subscription price of HK$0.102 per Share represents:

• (a) a discount of approximately 17.07 per cent. to the closing price of HK$0.123 per Share, as quoted on the Stock Exchange on 17 May 2004, being the date of the announcement of the Bonus Warrant Issue;

• (b) a discount of approximately 28.17 per cent. to the average closing price of approximately HK$0.142 per Share for the 5 consecutive trading days up to and including 17 May 2004;

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LETTER FROM THE BOARD

• (c) a discount of approximately 51.89 per cent. to the closing price of HK$0.212 per Share, as quoted on the Stock Exchange on the Latest Practicable Date;

• (d) a discount of approximately 33.77 per cent. to the average closing price of approximately HK$0.154 per Share for the 5 consecutive trading days up to and including the Latest Practicable Date.

Fractional entitlements

Fractional entitlements to Warrants will not be granted but will be aggregated and issued to a nominee to be nominated by the Directors. Such Warrants (if any) will be sold and the net proceeds thereof (if any) will be retained by the Company for its own benefits.

Overseas Shareholders

The issue of Warrants has not been and will not be registered under the applicable securities legislation of any jurisdiction other than Hong Kong and the Directors are of the view that, in the absence of compliance with registration or other special formalities in such other territories, the issue of Warrants to Overseas Shareholders would or might be unlawful or impracticable. Having made due enquiries with the Registrar, the Directors confirm that as at the Latest Practicable Date, the Company does not have any Overseas Shareholders. As it is not predictable whether the Company will have any Overseas Shareholders on the Record Date and no particular country can be identified at this stage, the Directors also consider that it would be impracticable, unduly burdensome and costly, and would not be in the best interests of the Shareholders and the Company as a whole to comply with applicable securities legislation outside of Hong Kong. Accordingly, no allotment of Warrants will be made to Overseas Shareholders under the proposed Bonus Warrant Issue. However, arrangements will be made for the Warrants which would otherwise have been issued to Overseas Shareholders to be sold in the market as soon as practicable after dealings commence, if a premium, net of expenses, can be obtained. Any net proceeds of such sale for each Overseas Shareholder, after deduction of expenses, will be distributed in Hong Kong dollars pro rata to the relevant Overseas Shareholder and the remittances thereof will be posted to him, at his own risk, unless the amount falling to the distributed to any such person is less than HK$100.00 in which case it will be retained for the benefit of the Company.

Conditions of the proposed Bonus Warrant Issue

The Bonus Warrant Issue is conditional upon:

• (a) the approval of Shareholders at the EGM of the Company proposed to be held on 18 June 2004 or any adjournment thereof, in respect of, inter alia, the proposed Bonus Warrant Issue and the issue and allotment of Shares to any holders of the Warrants pursuant to the due exercise of the subscription rights attaching to the Warrants; and

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LETTER FROM THE BOARD

• (b) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Warrants and any new Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants.

Reasons for the proposed Bonus Warrant Issue

The Directors believe that the proposed Bonus Warrant Issue will provide Shareholders with an opportunity to obtain further equity participation in the Company on more favourable terms, thereby enlarging the Company’s shareholder and capital base.

The gross proceeds of the proposed Bonus Warrant Issue, if fully subscribed, will be approximately HK$32,685,043.20. The Company intends to apply any subscription moneys received (after deduction of all necessary expenses, which is estimated to be around HK$265,000) as and when the subscription rights attaching to the Warrants are exercised towards the general working capital of the Group depending on its requirements at the relevant time. The Company currently does not have any specific plan as to the use of proceeds from the Bonus Warrant Issue.

Accordingly, the Directors believe that the Bonus Warrant Issue is beneficial to the Company and the Shareholders as a whole.

Closure of Register

In order to qualify for the proposed Bonus Warrant Issue, all transfers of Shares must be duly completed, accompanied by the relevant Share certificates and lodged with the Registrar, Tengis Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 4:00 p.m. on 14 June 2004.

The Register will be closed from 15 June 2004 to 18 June 2004, both days inclusive. No transfer of Shares will be registered during this period.

Listing and Dealings

The Shares are listed on the Stock Exchange. Applications will be made to the Stock Exchange for the listing of and permission to deal in the Warrants and any Shares falling to be issued upon the exercise of subscription rights attaching to the Warrants.

Dealings in the Warrants are expected to commence on 30 June 2004.

The Warrants will not be listed or dealt in on any other stock exchange outside Hong Kong. No part of the securities of the Company is listed or dealt in nor is any listing of or permission to deal in securities of the Company being or proposed to be sought on any other stock exchange.

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LETTER FROM THE BOARD

Subject to the granting of the listing of, and permission to deal in, the Warrants and the Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants on the Stock Exchange, as well as compliance in respect of the Warrants with the stock admission requirements of HKSCC, the Warrants and the Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS. Such acceptance into CCASS will be effective from the commencement date of dealing in the Warrants on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Dealings in the Warrants will be subject to Hong Kong stamp duty.

Board lot and Certificates

The proposed board lot size of the Warrants is 50,000 units. Each board lot of Warrants will entitle the holder(s) thereof to subscribe for 50,000 new Shares at an aggregate subscription price of HK$5,100 (based on the initial price of HK$0.102 per Share), subject to adjustments. So far as possible, certificates for the Warrants will be issued in board lots of Warrants. The Warrants will be separately transferable initially in units of HK$5,100 of subscription rights.

Subject to the conditions of the proposed Bonus Warrant Issue being satisfied, certificates for the Warrants are expected to be despatched to the Shareholders (other than Overseas Shareholders) by ordinary post on or before 28 June 2004.

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

The Securities and Futures (Clearing Houses) Ordinance (the “repealed Ordinance”) was repealed with effect from 1 April 2003. The Directors propose to amend the Articles of Association which has made reference to the repealed Ordinance.

The Stock Exchange has made amendments to the Listing Rules which include, among other things, amendments to Appendix 3 to the Listing Rules which came into effect on 31 March 2004. Appendix 3 to the Listing Rules sets out the provisions with which a listed company’s articles of association should conform. In order to comply with the recent amendments made to the Listing Rules, special resolution (the particulars of which are set out in the Notice of the EGM on pages 21 to 27 of this circular) to modify various articles in the Articles of Association will be proposed at the EGM. A summary of these amendments are set out below:

Article 2 (i) To insert the definitions of “associate(s)”, “holding company” and “subsidiary” as such terms are defined in the Listing Rules and to delete the original definition of “Subsidiary and Holding Company”.

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LETTER FROM THE BOARD

• (ii) To amend the definition of “clearing house” in view of the repealing of the repealed Ordinance.

• (iii) To insert the definition of “Hong Kong”.

• Article 76A To reflect the restriction on voting by members as required by the amended Appendix 3 to the Listing Rules.

• Article 88 To be consistent with the amended Appendix 3 to the Listing Rules which require a minimum period for lodgment by members of the notice to nominate a director.

• Articles 102 To be consistent with the amended Appendix 3 to the Listing Rules and 103 so that subject to certain exceptions, directors shall abstain from voting at the board meeting on any matter in which he or any of his associates has a material interest and are not be counted towards the quorum of the relevant board meeting.

• Article 104 To delete the definition of “associates” as a consequential amendment to the insertion of the new definition of “associate(s)” in Article 2.

RECOMMENDATION

The Directors believe that (i) the Bonus Warrant Issue and any Shares which may fall to be issued/allotted upon exercise of the subscription rights attached to the Warrants and (ii) the proposed amendments to the Articles of Association are in the best interests of the Company and recommend Shareholders to vote in favour of the resolutions to approve the same at the Special General Meeting.

EGM

Set out on pages 21 and 27 of this circular is a notice of the EGM to be held at 24th Floor, Chun Wo Commercial Centre, 23, 25, 27 and 29 Wing Wo Street, Central, Hong Kong on 18 June 2004 at 11:00a.m. At the EGM, resolutions will be proposed to approve (i) the Bonus Warrant Issue and (ii) the proposed amendments to the Articles of Association.

Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the EGM. The return of a form of proxy will not preclude you from attending and voting in person if you so wish.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at 23rd Floor, Chun Wo Commercial Centre, 23, 25, 27 and 29 Wing Wo Street, Central, Hong Kong during normal business hours up to and including 8 June 2004:

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LETTER FROM THE BOARD

• (a) the memorandum of association of the Company and the Articles of Association; and

• (b) a draft (subject to amendment) of the instrument for the creation of the Warrants.

ADDITIONAL INFORMATION

Your attention is drawn to the Appendix which summarises the principal terms and conditions of the Warrants.

Yours faithfully, for and on behalf of

Rontex International Holdings Limited Cheung Keng Ching Chairman

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APPENDIX

SUMMARY OF THE TERMS AND CONDITIONS OF THE WARRANTS

The Warrants will be issued subject to and with the benefit of an instrument constituting the Warrants (the “ Instrument ”) and will be issued in registered form and will form one class and rank pari passu in all respects with each other.

The Warrants represent direct obligations of the Company to the registered holders for the time being of the Warrants (the “ Warrantholders ”). The principal terms and conditions of the Warrants will be set out in the certificates for the Warrants (“ Warrant Certificates ”) and will include provisions to the effect set out below. The Warrantholders will be entitled to the benefit of, be bound by, and be deemed to have notice of all such terms and conditions and of the provisions of the Instrument, copies of which will be available from the principal place of business of the Company for the time being in the Hong Kong Special Administrative Region of the People’s Republic of China (“ Hong Kong ”).

The following is a summary of the principal provisions of the Instrument.

1. SUBSCRIPTION RIGHTS

• (a) Each Warrantholder will have, in respect of the Warrants of which he is the registered holder for the time being, rights (the “ Subscription Rights ”) which may be exercised in whole or in part at any time on or after the date of issue (which is expected to be 28 June 2004) but no later than 4:00 p.m. (Hong Kong time) on the day of expiry of one year from the date of issue (or such earlier date as provided in the Instrument) (both days inclusive) (the “ Subscription Period ”) to subscribe in Hong Kong dollars the amount stated on the certificate for such Warrants as the amount in cash which such Warrantholder is entitled to subscribe for shares of HK$0.01 each (the “ Shares ”) of the Company upon exercise of the Subscription Rights represented thereby (the “ Exercise Moneys ”), for fully-paid Shares at a price of $0.102 per Share (subject to adjustment as referred to below) (the “ Subscription Price ”). The date on which any of the Subscription Rights are duly exercised is called a “ Subscription Date ”. After the expiry of the Subscription Period, any Subscription Rights which have not been exercised will lapse and the Warrants will cease to be valid for any purpose whatsoever.

• (b) The entitlement of the Warrantholders to their Warrants will be evidenced by the Warrant Certificates, each of which will contain a subscription form (the “ Subscription Form ”). In order to exercise in whole or in part his Subscription Rights, a Warrantholder must complete and sign the Subscription Form (which shall be irrevocable) and deliver the same to the branch registrar in respect of the Warrants (the “ Warrant Registrar ”) for the time being of the Company, together with a remittance for the relevant portion of the Exercise Monies, being the amount of the Subscription Price for the Shares in respect of which the Warrantholder is exercising his Subscription Rights. In each case compliance must also be made with any exchange control, fiscal or other laws or regulations for the time being applicable.

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APPENDIX

SUMMARY OF THE TERMS AND CONDITIONS OF THE WARRANTS

• (c) No fraction of a Share will be allotted but in the event that a Warrantholder remits Exercise Monies in excess of the Subscription Price (in respect of each individual Warrant Certificate) due for the Shares in respect of which he is exercising his Subscription Rights represented by one or more Warrant Certificates are exercised on the same Subscription Date by the same Warrantholder then the Subscription Rights represented by such Warrant Certificates will be aggregated.

• (d) The Company undertakes in the Instrument that any Shares falling to be issued upon the exercise of the Subscription Rights will be allotted and issued within 10 business days (as defined in the Instrument) after the relevant Subscription Date and, taking into account of any adjustment that may have been made as mentioned below, the Shares so allotted will rank pari passu in all respects with the fully-paid Shares in issue on the relevant Subscription Date and will accordingly entitle the holders to participate in all dividends or other distributions paid or made on the Shares on or after the relevant Subscription Date unless an adjustment to the Subscription Rights and/or the Subscription Price therefor has been made in accordance with the terms of the Instrument and 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 on or before the relevant Subscription Date and notice of the amount and record date for which shall have been given to the Stock Exchange (as defined in the Instrument) prior to the relevant Subscription Date.

• (e) As soon as practicable after the relevant allotment and issue of Shares (and in any event not later than 10 business days (as defined in the Instrument) after the relevant Subscription Date other than in circumstances as envisaged in paragraph 16(b) below) there will be issued free of charge to the Warrantholder to whom such allotment has been made upon his exercise of any Subscription Rights:

• (i) (a) certificate(s) for the relevant Shares in the name(s) of such Warrantholder(s);

• (ii) (if applicable) a balancing Warrant Certificate in registered form in the name(s) of such Warrantholder(s) in respect of any Subscription Rights represented by the relevant Warrant Certificate and remaining unexercised; and

• (iii) (if applicable) a cheque representing the excess (if any) of the amount (or aggregate amount) remitted over the total amount payable in respect of the Subscription Rights being exercised as mentioned in sub-paragraph (c) above.

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APPENDIX

SUMMARY OF THE TERMS AND CONDITIONS OF THE WARRANTS

The certificate(s) for Shares arising on the exercise of the Subscription Rights, the balancing Warrant Certificate(s) (if any) and the cheque in respect of a refund (if any) will be sent by post at the risk of the said Warrantholder(s) to the address of such Warrantholder(s) (or, in the case of a joint holding, to that one of the joint Warrantholders whose name stands first in the register of Warrantholders).

2. ADJUSTMENTS OF SUBSCRIPTION PRICE

The Instrument contains detailed provisions relating to the adjustment of the Subscription Price. The following is a summary of, and is subject to, the adjustment provisions of the Instrument:

• (a) The Subscription Price shall (except as mentioned in the proviso to (v) below and in sub-paragraphs (b) and (c) below) be adjusted as provided in the Instrument in each of the following cases (but shall however not be adjusted below the nominal value of Shares until the Subscription Rights Reserve (as defined in the Instrument) is maintained):

• (i) an alteration of the nominal amount of each Share by reason of any consolidation or subdivision;

• (ii) an issue (other than in lieu of a cash dividend) by the Company of Shares credited as fully-paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund);

• (iii) a Capital Distribution (as defined in the Instrument) being made by the Company, whether on a reduction of capital or otherwise, to holders of Shares in their capacity as such;

• (iv) a grant by the Company to holders of Shares (in their capacity as such) of rights to acquire for cash assets of the Company or any of its Subsidiaries (as defined in the Instrument);

• (v) an offer or grant being made by the Company to holders of its Shares by way of rights, or of options or warrants to subscribe new Shares, at a price which is less than 90 per cent. of the market price (calculated as provided in the Instrument) provided that no such adjustment is to be made if the Company also makes a like offer or grant (as the case may be) at the same time to each Warrantholder (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) as if he had exercised the Subscription Rights represented by his Warrant Certificate in full on the day immediately preceding the record date for such offer or grant;

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APPENDIX

SUMMARY OF THE TERMS AND CONDITIONS OF THE WARRANTS

• (vi) an issue wholly for cash being made by the Company or any other company of securities convertible into or exchangeable for or carrying rights of subscription for Shares, if in any case the Total Effective Consideration (as defined in the Instrument) per Share is less than 90 per cent. of the market price (calculated as provided in the Instrument), or the terms of any such issue are altered so that the said Total Effective Consideration is less than 90 per cent. of such market price;

• (vii) an issue of Shares being made wholly for cash (other than pursuant to a Share Option Scheme (as defined in the Instrument)) at a price less than 90 per cent. of the market price of Shares (calculated as provided in the Instrument); and

• (viii) the purchase by the Company of Shares (excluding any such purchase made on the Stock Exchange or any other stock exchange recognised for this purpose by the Securities and Futures Commission or equivalent authority and the Stock Exchange) in circumstances where the Directors consider that it may be appropriate to make an adjustment to the Subscription Price.

• (b) Except as mentioned in sub-paragraph (c) below, no such adjustment as is referred to in sub-paragraph (a) above shall be made in respect of:

• (i) an issue of fully-paid Shares upon the exercise of any conversion rights attached to securities wholly or partly convertible into Shares or upon the exercise of any rights (including the Subscription Rights) to acquire Shares;

• (ii) an issue by the Company of Shares or by the Company or any Subsidiary (as defined in the Instrument) of securities wholly or partly convertible into or carrying rights to acquire Shares, in any such case in consideration or part consideration for the acquisition of any other securities, assets or business;

• (iii) an issue of fully-paid Shares by way of capitalisation of all or part of the Subscription Rights Reserve (as defined in the Instrument) or any similar reserve which has been or may be established pursuant to the terms of any other securities convertible into or carrying rights to acquire Shares;

• (iv) an issue of Shares pursuant to a scrip dividend scheme in lieu of a cash dividend where an amount not less than the nominal amount of the Shares so issued is capitalised and the market value (calculated as provided in the Instrument) of such Shares is not more than 110 per cent. of the amount of dividend which holders of Shares could elect to or would otherwise receive in cash; or

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SUMMARY OF THE TERMS AND CONDITIONS OF THE WARRANTS

• (v) an issue of Shares or other securities of the Company or any Subsidiary of securities wholly or partly convertible into or exchangeable for or carrying rights of subscription for Shares pursuant to a Share Option Scheme (as defined in the Instrument).

• (c) Notwithstanding the provisions referred to in sub-paragraphs (a) and (b) above, in any circumstances where the Directors shall consider that an adjustment to the Subscription Price provided for under the said provisions should not be made or should be calculated on a different basis or that an adjustment to the Subscription Price should be made notwithstanding that no such adjustment is required under the said provisions or that an adjustment should take effect on a different date or at a different time from that provided for under the said provisions, the Company may appoint an approved merchant bank (as defined in the Instrument) to consider whether for any reason whatever the adjustment to be made (or the absence of adjustment) would not or might not fairly and appropriately reflect the relative interests of the persons affected thereby and, if such approved merchant bank considers this to be the case, the adjustment shall be modified or nullified, or an adjustment made instead of no adjustment in such manner (including, without limitation, making an adjustment calculated on a different basis) and/or the adjustment shall take effect from such other date and/or time as is certified by such approved merchant bank to be in its opinion appropriate.

• (d) Any adjustment to the Subscription Price will be made to the nearest one cent ($0.005 being rounded up). No adjustment shall be made to the Subscription Price in any case in which the amount by which it would be reduced would be less than one cent and any adjustment which would otherwise then be required will not be carried forward. An adjustment which would increase the Subscription Price (except on a consolidation of Shares or upon a repurchase of Shares) may not be made.

• (e) Every adjustment to the Subscription Price will be certified to be fair and appropriate by the Auditors (as defined in the Instrument) or an approved merchant bank and notice of each adjustment (giving the relevant particulars) shall be given to the Warrantholders. Any such certificate of the Auditors and/or approved merchant bank will be available for inspection by Warrantholders at the head office for the time being of the Company, where copies may be obtained.

3. REGISTERED WARRANTS

The Warrants will be issued in registered form. The Company shall be entitled to treat the registered holder of any Warrant as the absolute owner thereof and accordingly will not, except as ordered by a court of competent jurisdiction or required by law, be bound to recognise any equitable or other claim to or interest in such Warrant on the part of any other person, whether or not it has express or other notice thereof.

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APPENDIX

SUMMARY OF THE TERMS AND CONDITIONS OF THE WARRANTS

4. TRANSFER, TRANSMISSION AND REGISTER

The Subscription Rights represented by the relevant Warrant Certificate will be transferable in whole amounts or integral multiples of the Subscription Price for the time being in force by instrument of transfer in any usual or common form or such other form as may be approved by the Directors and the Company will maintain a register of Warrantholders therefor. The Instrument contains provisions relating to the transfer, transmission and registration of the Warrants. Where the transferor or the transferee is HKSCC Nominees Limited (or such other companies as may be approved by the Directors for this purpose), the transfers may be executed by machine imprinted signature on its behalf or under hand by an authorised person. The provisions of the Company’s Articles of Association relating to the registration, transfer and transmission of Shares and the register of members shall, mutates mutandis, apply to the registration, transfer and transmission of the Warrants and the register of holders of Warrants.

Note: Persons who hold the Warrants and have not registered the Warrants in their own names and wish to exercise the Warrants should note that they may incur additional costs and expense in connection with any expedited re-registration of the Warrants prior to the transfer or exercise of the Warrants, in particular during the period commencing 10 business days (as defined in the Instrument), prior to and including the last day of the Subscription Period, being a date of expiry of one year from the date of issue, (or such earlier date as provided in the Instrument).

Since the Warrants will be admitted into CCASS so far as applicable laws or regulations of relevant authorities, terms of the Instrument and circumstances permit, the Company may determine the last trading day of the Warrants to be a date at least three trading days before the expiry date.

5. CLOSURE OF REGISTER OF WARRANTHOLDERS

The registration of transfers may be suspended and the register of the Warrantholders may be closed for such period as the Directors may from time to time direct, provided that the same may not be closed for a period, or for periods together, of more than 60 days in any one year. Any transfer, or exercise of the Subscription Rights attached to the Warrants made while the register of the Warrantholders is so closed will, as between the Company and the person claiming under the relevant transfer of the Warrants or, as the case may be, as between the Company and the Warrantholder has so exercised the Subscription Rights (but not otherwise), be considered as made immediately after the reopening of the register of the Warrantholders.

6. PURCHASE AND CANCELLATION

The Company or any of the Subsidiaries may at any time purchase Warrants, subject to applicable law, rules or regulations and approval of Shareholders (if required):

• (a) in the open market or by tender (available to all Warrantholders alike) at any price; or

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APPENDIX

SUMMARY OF THE TERMS AND CONDITIONS OF THE WARRANTS

• (b) by private treaty at a price, exclusive of expenses, not exceeding 110 per cent. of the closing price of the Warrants on the Stock Exchange prior to the date or purchase thereof

but not otherwise. All Warrants purchased as aforesaid shall be cancelled forthwith and may not be re-issued or re-sold.

7. MEETING OF WARRANTHOLDERS AND MODIFICATION OF RIGHTS

• (a) The Instrument contains provisions for convening meetings of the Warrantholders to consider any matter affecting the interests of the Warrantholders, including the modification by Special Resolution (as defined in the Instrument) of the provisions of the Instrument and/or the terms and conditions endorsed on the Warrant Certificates. A Special Resolution duly passed at any such meeting shall be binding on the Warrantholders, whether present or not.

• (b) All or any of the rights for the time being attached to the Warrants (including any of the provisions of the Instrument) may from time to time (whether or not the Company is being wound up) be altered or abrogated (including but without prejudice to that generality, by waiving compliance with, or by waiving or authorising any past or proposed breach of, any of the terms and conditions endorsed on the Warrant Certificates and/or the Instrument) and the prior sanction of a Special Resolution (as defined in the Instrument) is necessary to effect such alteration or abrogation and any modification to the Instrument may be effected only by poll executed by the Company and expressed to be supplemental to the Instrument.

Where a Warrantholder is a recognised clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) or its nominee(s), it may authorise such person(s) as it thinks fits to act as its representative(s) or proxy(ies) at any meeting of the Warrantholders provided that, if more than one person is so authorised, the authorisation or proxy form must specify the number and class of Warrants in respect of which each such person is so authorised. The person so authorised will be entitled to exercise the same power on behalf of the recognised clearing house as that clearing house or its nominees could exercise as if such person were an individual Warrantholder of the Company.

8. QUORUM

The quorum of a meeting of the Warrantholders will be two or more Warrantholders, present in person or by proxy.

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APPENDIX

SUMMARY OF THE TERMS AND CONDITIONS OF THE WARRANTS

9. REPLACEMENT OF WARRANT CERTIFICATES

If a Warrant Certificate is mutilated, defaced, lost or destroyed, it may, at the discretion of the Company, be replaced at the principal office of the Warrant Registrar for the time being of the Company (unless the Directors otherwise determine) on payment of such costs as may be incurred in connection therewith and on such terms as to evidence, indemnity and/or security as the Company may require and on payment of such fee not exceeding HK$2.50 per Warrant Certificate (or such other amount as may from time to time be permitted by the Stock Exchange) as the Company may determine. Mutilated or defaced Warrant Certificates must be surrendered before replacements will be issued.

In the case of lost Warrant Certificates, Section 71A of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) shall apply, mutatis mutandis, as if “shares” referred to therein included the Warrants.

10. PROTECTION OF SUBSCRIPTION RIGHTS

The Instrument contains undertakings by and restrictions on the Company designed to protect the Subscription Rights.

11. CALL

If at any time the aggregate of the amount of Exercise Monies attached to the Warrants which have not been exercised is less than 10 per cent. of the aggregate amount of Exercise Monies attached to all the Warrants issued under the Instrument, the Company may, on giving not less than three months’ notice to that effect, require the Warrantholders either to exercise their Subscription Rights or to allow them to lapse. On expiry of such notice, the unexercised Warrants will be automatically cancelled without compensation to the Warrantholders.

12. ISSUE OF FURTHER WARRANTS

The Company shall, subject to the Listing Rules, be at liberty to issue further warrants to subscribe Shares in such manner and on such terms as it sees fit.

13. UNDERTAKINGS BY THE COMPANY

The Company undertakes in the Instrument, among other things, that:

• (a) it will send to each Warrantholder, at the same time as the same are sent to the holders of Shares, its audited accounts and all other notices, reports and communications despatched by it to the holders of the Shares generally;

• (b) it will pay all stamp duties (if any), registration fees or similar charges in respect of the execution of the Instrument, the creation and initial issue of the Warrants in registered form, the exercise of the Subscription Rights and the issue of Shares upon exercise of the Subscription Rights; and

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APPENDIX

SUMMARY OF THE TERMS AND CONDITIONS OF THE WARRANTS

• (c) it will keep available for issue sufficient Ordinary Capital (as defined in the Instrument) to satisfy in full all outstanding Subscription Rights.

14. LISTING

The Company shall use its best endeavours to procure that:

• (a) at all times during the Subscription Period, the Warrants may be dealt in on the Stock Exchange (save that this obligation will lapse in the event that the listing of the Warrants on the Stock Exchange is withdrawn following an offer for all or any of the Shares where a like offer is extended to holders of the Warrants); and

• (b) all Shares allotted upon exercise of the Subscription Rights may, upon allotment or as soon as reasonably practicable thereafter, be dealt in on the Stock Exchange (save that this obligation will lapse in the event that the listing of the Shares on the Stock Exchange is withdrawn following an offer for all or any of the Shares where a like offer is extended to holders of the Warrants).

15. OVERSEAS WARRANTHOLDERS

None of the Subscription Rights attaching to the Warrants may be exercised by any Warrantholder whose registered address is in or who is a national of or is resident in any territory other than Hong Kong where, the allotment of Shares to such Warrantholder upon exercise of any Subscription Rights would or may in the absence of compliance with registration or any other special formalities in such territory, be unlawful or impracticable under the laws of such territories or Hong Kong and each exercise of the Subscription Rights shall constitute a confirmation that the Warrantholder so exercising is not a resident or national of any such territories. In addition, the Directors shall have the discretion, if in their opinion that the foregoing restriction may apply to any exercise of Subscription Rights, to refuse to accept such exercise.

16. RIGHTS OF WARRANTHOLDERS ON WINDING-UP

• (a) In the event a notice is given by the Company to its shareholders to convene a shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to wind-up the Company voluntarily, every Warrantholder shall be entitled by irrevocable surrender of his Warrant Certificate(s) to the Company with the Subscription Form(s) duly completed, together with payment of the Exercise Monies or the relative portion thereof (such Subscription Form(s) and Exercise Monies to be received by the Company not less than 5 business days prior to the proposed shareholders’ meeting) to be allotted and issued, as soon as possible and in any event no later than the day immediately prior to the date of the proposed shareholder’s meeting, the Shares to be issued pursuant to the exercise of the relevant Subscription Rights.

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APPENDIX

SUMMARY OF THE TERMS AND CONDITIONS OF THE WARRANTS

• (b) If an effective resolution is passed by Shareholders during the Subscription Period for the voluntary winding-up of the Company for the purpose of reconstruction or amalgamation pursuant to a scheme of arrangement to which the Warrantholders, or some persons designated by them for such purpose by Special Resolution of the Warrantholders, shall be a party or in conjunction with which a proposal is made to the Warrantholders and is approved by Special Resolution of the Warrantholders, the terms of such scheme of arrangement or (as the case may be) proposal shall be binding on all the Warrantholders.

Subject to the foregoing, if the Company is wound up, all Subscription Rights which have not been exercised at the date of the passing of such resolution will lapse and the Warrant Certificates will cease to be valid for any purpose.

17. NOTICES

The Instrument contains provisions relating to notices to be given to Warrantholders.

18. GOVERNING LAW

The Instrument and the Warrants will be governed by and are to be construed in accordance with the laws of Hong Kong.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1142)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting 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 Friday, 18 June 2004 at 11:00 a.m. for the purpose of considering and, if thought fit, passing each of the following resolutions as an ordinary resolution of the Company.

ORDINARY RESOLUTION

1. “ THAT , that subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) of the listing of, and permission to deal in, the Warrants (as hereinafter defined) and any Shares which may fall to be issued and allotted upon exercise of the subscription rights attaching to the Warrants, the Directors be authorized:

2. (a) to create and issue the warrants (“Warrants”) which shall be in registered form and each shall be exercisable at any time from the date of issue thereof, which is expected to be 28 June 2004, up to the date of expiry of one year from the date of issue, which is expected to be 27 June 2005, both days inclusive, to subscribe for Shares at an initial subscription price of HK$0.102 per Share, subject to adjustments, on the terms and conditions set out in the draft warrant instrument, a copy of which has been produced to the Meeting marked “A” and signed for the purpose of identification by the Chairman of the Meeting, and to issue the same by way of bonus to the persons who were registered as shareholders of the Company (“Shareholders”) at the close of business on 18 June 2004 in the proportion of one (1) Warrant for every five (5) Shares then held provided that:

   • (i) in the case of Shareholders whose registered addresses as shown on the register of members of the Company are outside Hong Kong at the close of business on 18 June 2004, the relevant Warrants shall not be granted to such persons but shall be aggregated and sold in the market as soon as practicable after dealings in the Warrants on the Stock Exchange commence and the net proceeds of sale, after deduction of expenses, shall be distributed to such persons pro rata to their respective entitlements unless the amount falling to be distributed to any such person shall be less than HK$100.00 in which case such amount shall be retained for the benefit of the Company; and

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (ii) no fractional entitlements shall be granted to the Shareholders as aforesaid, but the fractional entitlements shall be aggregated and sold for the benefit of the Company;

• (b) to allot and issue to holders of any Warrants, pursuant to the due exercise of the subscription rights attaching thereto, the appropriate number of the Shares; and

• (c) to do all such acts and things as they consider necessary or expedient to give effect to the foregoing arrangements.”

SPECIAL RESOLUTION

1. “ THAT the Articles of Association of the Company be hereby amended as follows:

2. (a) Article 2

   • (i) By inserting the following new definition of “associate” in Article 2 immediately after the existing definition of “Articles”:

     • “associate(s)” the meaning attributed to it in the rules of the Designated Stock Exchange.”

   • (ii) By deleting the words “Section 2 of the Securities and Futures (Clearing Houses) Ordinance of Hong Kong” in the definition of “clearing house” in Article 2, and substituting therefor the words “the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as from time to time supplemented, substituted or replaced,”

   • (iii) By inserting the following new definitions of “holding company” and “Hong Kong” in Article 2 immediately after the existing definition of “head office”:

     • “holding company” the meaning attributed to it under the rules of the Designated Stock Exchange.”

     • “Hong Kong” the Hong Kong Special Administrative Region of The People’s Republic of China.”

   • (iv) By deleting the definition of “Subsidiary and Holding Company” in Article 2 in its entirety and replacing therewith the following:

     • “subsidiary” the meaning attributed to it under the rules of the Designated Stock Exchange.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

(b) Article 76A

By inserting the following as new Article 76A immediately after the existing Article 76:

• “76A. Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.”

(c) Article 88

By deleting the words “not less than seven (7) clear days but not more than fourteen (14) clear days before the date of the general meeting” in the last sentence of Article 88 and replacing therewith the following proviso:

“provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that the period for lodgment of such Notice(s) shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.”

(d) Article 102

• (i) By inserting the words “or whose associates or any of them is” immediately before the words “in any way” in line 1;

• (ii) By inserting the words “or the interest of any of his associates” immediately after the words “his interest” in line 3 and line 4; and

• (iii) By inserting the words “or any of his associates” immediately before the word “is” in line 5, line 1 of point (a) and line 1 of point (b).

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NOTICE OF EXTRAORDINARY GENERAL MEETING

(e) Article 103

By deleting the existing Article 103 in its entirety and replacing therewith the following new Article 103:

• “103. (1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associates has a material interest, except where the contract, arrangement or proposal relates to any of the following matters namely:

• (i) the giving of any security or indemnity to such Director or his associate(s) in respect of money lent or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;

• (ii) the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has/have himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

• (iii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are interested or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

• (iv) any proposal concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or a shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and his associate(s) are not in aggregate beneficially interested in five (5) per cent. or more of the issued shares or of the voting rights of any class of shares of such company (or of any third company through which his interest or that of any of his associates is derived);

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (v) any proposal or arrangement concerning the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his associate(s) may benefit;

• (vi) any proposal or arrangement concerning the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

• (vii) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

• (2) A company shall be deemed to be a company in which a Director and/or his associate(s) owns five (5) per cent. or more if and so long as (but only if and so long as) he and/ or his associates, (either directly or indirectly) are the holders of or beneficially interested in five (5) per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his/their interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (3) Where a company in which a Director and/or his associate(s) holds five (5) per cent. or more is/are materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.

• (4) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or his associate(s) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.”

(f) Article 104

By deleting the phrase “(as defined by the rules, where applicable, of the Designated Stock Exchange)” in Article 104(4)(i),

and the form of articles of association of the Company presented to the meeting containing all such amendments be approved and adopted in substitution for the existing articles of association of the Company.”

By order of the board of directors of

Rontex International Holdings Limited Cheung Keng Ching Chairman

Hong Kong, 25 May 2004

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman British West Indies

Head office & 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) Every member of the Company entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint one proxy or more than one proxy (if a member who is holder of two or more shares) to attend and vote instead of him/her. A proxy need not be a member of the Company.

• (2) Where there are joint registered holders of any share, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• (3) To be valid, the form of proxy, together with the 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 office of the Company’s branch share registrars and transfer office, 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 as soon as possible but in any event not less than 48 hours before the time for holding the meeting or any adjourned meeting.

• (4) Completion and return of the form of proxy will not preclude members of the Company from attending and voting in person at the meeting. In the event that you attend the Meeting after having deposited a form or forms of proxy, your form or forms of proxy shall be deemed to have been revoked.

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