Qiniu Limited — Proxy Solicitation & Information Statement 2004

Feb 10, 2004

IMPORTANT DOCUMENT

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

(incorporated in the Cayman Islands with limited liability)

ADJOURNMENT OF

EXTRAORDINARY GENERAL MEETING

A form of proxy for the adjourned EGM is also enclosed with this circular. Whether or not you desire to attend the EGM, 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 tie appointed for the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from subsequently attending and voting at the EGM or any adjournment thereof if you so wish.

• For identification purpose only

2nd February, 2004

LETTER FROM THE BOARD OF DIRECTORS

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

(incorporated in the Cayman Islands with limited liability)

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:

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

2nd February, 2004

To the Shareholders

Dear Sir/Madam,

ADJOURNMENT OF THE EXTRAORDINARY GENERAL MEETING

Reference is made to the Company’s circular dated 2nd January, 2004 (the “Circular”) in respect of the proposed bonus issue of shares and proposed general mandates to issue shares and to repurchase shares and the press announcements made by the Board dated 21st January, 2004 and 26th January, 2004 (the “Announcements”). Unless the context otherwise requires, capitalized terms used in this circular, the Announcements and the Circular shall have the same meanings.

As convened by the notice of the EGM dated 2nd January, 2004 (the “Notice”) contained in the Circular, the EGM was scheduled to be held at 11:00 a.m. on 21st January, 2004 to consider and, if thought fit, to pass the ordinary resolutions as set out in the Notice.

According to Clause 61 of the Articles of Association of the Company, the quorum for any general meeting is two members present in person or by proxy or (in the case of a member being a corporation) by its duly authorised representative. There was only one member present by proxy at the EGM. As a quorum was not present at the commencement of the EGM as otherwise required in

• For identification purpose only

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LETTER FROM THE BOARD OF DIRECTORS

Clause 62 of the Articles of Association of the Company, no business as set out in the Notice was transacted at the EGM and the Bonus Issue of Shares has not yet come into effect. The Board resolved that the EGM was adjourned to be held at Floor 24, Chun Wo Commercial Centre, 23, 25, 27 and 29 Wing Wo Street, Central, Hong Kong on Friday, 20th February, 2004 at 11:00 a.m. for transacting the businesses originally scheduled to be deal with at the EGM.

A fresh notice and a form of proxy for the adjourned EGM is enclosed with this circular. Whether or not you desire to attend the adjourned EGM, 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 adjourned EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from subsequently attending and voting at the EGM or any adjournment thereof if you so wish.

In the avoidance of doubt, the proxies validly deposited with the Company for the EGM originally scheduled on 21st January, 2004, unless revoked, shall remain valid at the adjourned EGM.

Due to the adjournment of the EGM, the proposed Bonus Issue of Shares is pending approval of the Company’s shareholders. In light of the date of the adjourned EGM, the expected timetable of the proposed Bonus Issue of Shares will be revised on the dates so affected as follows:–

Last day for lodgment of form of transfer in order to ascertain the persons who are entitled to vote at adjourned EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. Friday 13th February, 2004 Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . Monday, 16th February, 2004 to Friday, 20th February, 2004 (both dates inclusive)

Latest time for lodging forms of proxy

for adjourned EGM . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. Wednesday, 18th February, 2004 Adjourned Extraordinary General Meeting . . . . . . . 11:00 a.m. Friday, 20th February, 2004 Despatch of share certificates for Bonus Shares on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 1st March, 2004

First day of dealing in Bonus Shares . . . . . . . . . . . . . . . . . . . . . Wednesday, 3rd March, 2004

The adjournment of the EGM would not affect the Record date for determining the entitlement to Bonus Shares which remain unchanged at 21st January, 2004 as stated in the Circular and the press announcement dated 26th January, 2004.

Yours faithfully, By Order of the Board Rontex International Holdings Limited CHEUNG Keng Ching

Chairman

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NOTICE OF THE ADJOURNED 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)

NOTICE IS HEREBY GIVEN that the adjourned Extraordinary 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 Friday, 20th February, 2004 at 11:00 a.m. for the following purposes:

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

“ THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant listing of and permission to deal in the new shares of HK$0.01 each (“Shares”) in the capital of the Company to be issued pursuant to this resolution (“Bonus Shares”):

• (i) upon recommendation of the directors of the Company (the “Directors”), the amount standing to the credit of share premium account of the Company as would be required to give effect to the issue of the Bonus Shares be capitalized and the Directors be and are hereby authorized to apply such sum in paying up in full at par such number of Bonus Shares to be allotted and issued credited as fully paid to the shareholders of the Company whose names appeared on the register of members of the Company at the close of business on Wednesday, 21st January, 2004 (“Record Date”) on the basis of three Bonus Share for every one existing Share held by such shareholders on the Record Date and to allot and issue such Bonus Shares;

• (ii) the Bonus Shares to be issued pursuant to sub-paragraph (i) above shall rank pari passu in all respects with the existing issued Shares as at the date of issuing such Bonus Shares except that they will not be entitled to the Bonus Issue;

• (iii) no fractional Bonus Shares (if any) shall be allotted to shareholders of the Company and fractional entitlements (if any) will be aggregated and sold for the benefit of the Company; and

• (iv) the Directors be and are hereby authorized to do all acts and things as may be necessary and expedient in connection with the issue of Bonus Shares referred to in paragraph (i) of this resolution.”

• For identification purpose only

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NOTICE OF THE ADJOURNED EXTRAORDINARY GENERAL MEETING

1. To consider 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;

• (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) any issue of Shares upon 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) any issue of Shares as 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 at association of the Company in force from time to time;

shall not exceed 20 per cent. of (1) the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and (2) subject to the passing of the foregoing Ordinary Resolution No. 1 set out in the notice convening this meeting, such aggregate nominal amount of share capital of the Company then in issue shall include the aggregate nominal amount of share capital which is required to be issued as Bonus Shares referred to the Ordinary Resolution No. 1, and the said approval shall be limited accordingly;

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NOTICE OF THE ADJOURNED EXTRAORDINARY GENERAL MEETING

• (d) subject to the passing of paragraphs (a), (b) and (c) of this Resolution, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares as approved by the shareholders of the Company at the annual general meeting held on 18th September, 2003 to the extent not already exercised be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this Resolution); and

• (e) 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

• (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 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 shares (“Shares”) in the capital of the Company or securities convertible into Shares 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

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NOTICE OF THE ADJOURNED EXTRAORDINARY GENERAL MEETING

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 securities convertible into Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of (1) the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and (2) subject to the passing of the foregoing Ordinary Resolution No. 1 set out in the notice convening this meeting, such aggregate nominal amount of share capital then in issue shall include the aggregate nominal amount of the share capital which is required to be issue of the Bonus Shares referred to in the Ordinary Resolution No. 1 and the approval pursuant to paragraph (a) of this resolution be limited accordingly;

• (c) subject to the passing of paragraphs (a) and (b) of this resolution, the general mandate granted to the Directors to exercise the powers of the Company to purchase Shares or securities convertible into Shares as approved by the shareholders of the company at the annual general meeting held on 18th September, 2003 be and it is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution); and

• (d) 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 2 and 3 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 2 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

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NOTICE OF THE ADJOURNED EXTRAORDINARY GENERAL MEETING

authority granted pursuant to the resolution numbered 3 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, 2nd February, 2004

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 Monday, 16th February, 2004 to Friday, 20th February, 2004 (both dates inclusive), to ascertain the person who are entitled to vote at the adjourned EGM.

• (5) A form of proxy for use in connection with the adjourned EGM is enclosed. An explanatory statement with further details for the proposed resolution no. 2 to 4 are included in the circular dated 2nd January, 2004 containing notice of the meeting being adjourned.

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