Qiniu Limited — Proxy Solicitation & Information Statement 2004

Jan 2, 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 together with the accompanying form of proxy to the purchaser or transferee to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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 [*]

(incorporated in the Cayman Islands with limited liability)

CIRCULAR ON PROPOSED BONUS ISSUE OF SHARES AND PROPOSED GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

A letter from the Board of the Company is set out on pages 3 to 7 of this circular. A notice convening the EGM 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 Wednesday, 21st January, 2004 at 11.00 a.m. is set out on pages 12 to 16 of this circular.

A form of proxy for the 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 time 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.

2nd January, 2004

• For identification purpose only

CONTENTS

		Page
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD OF DIRECTORS
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	BONUS ISSUE OF SHARES
	(A) RECOMMENDATION OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
	(B) OVERSEAS SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	(C) CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	(D) ADJUSTMENT TO SUBSCRIPTION PRICE AND/OR NUMBER
	OF SHARES SUBJECT TO THE OUTSTANDING OPTIONS
	IN ACCORDANCE WITH SHARE OPTION SCHEME . . . . . . . . . . . . . . . . .	5
	(E) CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	(F) LISTING AND DEALING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
3.	GENERAL MANDATE TO ISSUE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	GENERAL MANDATE TO REPURCHASE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	ACTION TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		8
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .		12

– i –

EXPECTED TIMETABLE

2004

Last day of dealing in shares cum Entitlement . . . . . . . . . . . . . . . . . Wednesday, 14th January, 2004 First day of dealing in shares ex-Entitlement . . . . . . . . . . . . . . . . . . . . Thursday, 15th January, 2004 Latest time for lodging forms of transfer in order to qualify for Entitlement . . . . . . . . . . 4:30 p.m. Friday, 16th January, 2004 Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 19th January, 2004 to Wednesday, 21st January, 2004 (both dates inclusive) Latest time for lodging forms of proxy for Extraordinary General Meeting . . . . . . . . . . . . . . . . . 11:00 a.m. Monday, 19th January, 2004 Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . .11:00 a.m. Wednesday, 21st January, 2004 Record date for determining Entitlement . . . . . . . . . . . . . . . . . . . . . Wednesday, 21st January, 2004 Despatch of share certificates for Bonus Shares on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 2nd February, 2004 First day of dealing in Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 4th February, 2004

Wednesday, 21st January, 2004 (both dates inclusive)

– ii –

DEFINITIONS

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

“associates”	has the meaning ascribed thereto under the Listing Rules
“Board”	the board of Directors
“Bonus Issue”	proposed bonus issue of Bonus Shares to the Shareholders
	whose names appear on the register of members of the
	Company at the close of business on Record Date on the
	basis of 3 Bonus Shares for every 1 existing Share held on
	that day
“Bonus Share(s)”	new Share(s) to be issued by way of Bonus Issue by the
	Company as described herein
“CCASS”	the Central Clearing and Settlement System, established
	and operated by HKSCC
“Company”	Rontex International Holdings Limited, an exempted
	company incorporated in the Cayman Islands with limited
	liability, and the Shares of which are listed on the Stock
	Exchange
“Directors”	directors of the Company
“EGM”	the extraordinary general meeting of the Company convened
	to be held at 24th Floor, Chun Wo Commercial Centre, 23,
	25, 27 and 29 Wing Wo Street, Central, Hong Kong on
	Wednesday, 21st January, 2004 at 11:00 a.m. and any
	adjournment thereof, notice of which is set out on pages 12
	to 16 of this circular
“Entitlement”	entitlement to the proposed Bonus Issue
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“HK$”	Hong Kong dollars and cents
“Issue Mandate”	the general mandate to the Directors to exercise the powers
	of the Company to issue Shares during the relevant period
	up to a maximum of 20 per cent of the issued share capital
	of the Company as at the date of passing of the relevant
	resolution, as set out in the notice of EGM

– 1 –

DEFINITIONS

“Latest Practicable Date”	29th December, 2003, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information to be included herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Overseas Shareholders”	holders of Shares whose address as shown on the register
	of members of the Company at the close of business on the
	Record Date are outside Hong Kong
“Record Date”	21st January, 2004, being the date for determining the
	Entitlement of each Shareholder
“Repurchase Mandate”	the general mandate to the Directors to exercise the powers
	of the Company to repurchase Shares during the relevant
	period up to a maximum of 10 per cent of the issued share
	capital of the Company as at the date of passing of the
	relevant resolution, as set out in the notice of EGM
“Share(s)”	share(s) of HK$0.01 each in the capital of the Company
“Shareholder(s)”	registered holders of Share(s) in issue
“Share Option Scheme”	the share option scheme adopted by the Company on 19th
	October, 2002
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

– 2 –

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 January, 2004

To the Shareholders

Dear Sir/Madam,

PROPOSAL FOR BONUS ISSUE OF SHARES AND PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

1. INTRODUCTION

As stated in the announcement on 29th December, 2003 regarding the interim results of the Company for the year ended 30th September, 2003, the Board recommended that a bonus issue of Shares be made to Shareholders on the basis of their shareholdings as at the Record Date.

The purpose of this circular is to provide you with necessary information on the proposed resolutions at the EGM relating to the Bonus Issue, the Issue Mandate and the Repurchase Mandate and to enable you to make an informed decision to vote on the concerned resolutions.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD OF DIRECTORS

For your information, the Company’s existing general mandates to issue shares and to repurchase shares were approved by the Company’s then shareholders at the annual general meeting on 18th September, 2003 based on the then issued capital comprising 200,000,000 Shares. Subsequently, the Company’s issued shares was enlarged to 400,000,000 Shares by the allotment and issuance of 200,000,000 bonus shares on 22nd September, 2003. Meanwhile, the Directors would also seek the Shareholders’ approval to grant the new general mandates to issue Shares and to repurchase Shares at the EGM based on the existing issued capital as further enlarged by the issue of Bonus Shares (subject to the same being approved at the EGM) and thus the existing general mandates to issue Shares and to repurchase Shares be thereby revoked.

Up to the Latest Practicable Date, the Company has not issued any Shares nor repurchased any Shares under the existing general mandates.

2. BONUS ISSUE OF SHARES

(a) Recommendation of the Board

In line with the Company’s long term objective for enhancing the return of investment of Shareholders, the Board recommended a bonus issue of Shares to Shareholders whose names appear on the register of members on the Record Date by way of capitalisation of the balance standing to the credit of the Company’s share premium account on the basis of 3 Bonus Shares for every 1 Share held on the Record Date subject to the fulfilment of the Conditions set out below.

As at the Latest Practicable Date, there were an aggregate of 400,000,000 Shares in issue, on which basis as recommended by the Board, 1,200,000,000 Bonus Shares will be issued under the Bonus Issue and the amount of HK$12,000,000 will be capitalized from the share premium account of the Company. As enlarged by the Bonus Issue, there will be a total of 1,600,000,000 Shares in issue.

The Bonus Shares to be issued pursuant to the Bonus Issue will be credited as fully paid and will rank pari passu in all respects with the then issued Shares with effect from the date of issue, except that they will not be entitled to the Bonus Issue.

No fractional Shares (if any) shall be issued and Shares representing fractions shall be aggregated and sold for the benefit of the Company.

In the absence of any specific instruction to the contrary received in writing by the Company’s branch registrar in Hong Kong, certificates in respect of the Bonus Shares will be sent to the persons entitled thereto at their respective addresses shown in the register of members or in the case of joint holders, to the address of the joint holder whose name stands first in the register of members in respect of the joint holding. It is expected that certificates for the Bonus Shares will be posted to those entitled thereto at their own risk on 2nd February, 2004. Dealings in the Bonus Shares are subject to stamp duty pursuant to the Stamp Duty Ordinance (Cap. 117, Laws of Hong Kong).

– 4 –

LETTER FROM THE BOARD OF DIRECTORS

It is expected that the dealing of Bonus Shares on the Stock Exchange will commence on 4th February, 2004.

(b) Overseas Shareholders

The Directors consider that the issue of the Bonus Shares to the Shareholders with addresses outside Hong Kong would or might, in the absence of compliance with registration or other special formalities in such other territories, be unlawful or impracticable. As a result, Bonus Shares will not be issued to Overseas Shareholders. Arrangements will be made for the Bonus Shares which would otherwise be allotted to the Overseas Shareholders to be sold in the market as soon as practicable after dealings in the Bonus Shares commence if a premium, net of expenses, can be obtained. Any net proceeds of sale, after deduction of expenses, will be distributed in Hong Kong currency to such persons at their own risk pro rata to their respective shareholdings in the Company except where the amount payable to individual shareholder is less than HK$100, the sale proceeds will not be distributed but will be retained for the benefit of the Company.

(c) Conditions

The Bonus Issue is conditional upon:–

• (i) the approval of the Shareholders at the EGM; and

• (ii) the Listing Committee of the Stock Exchange granting listing of and permission to deal in the Bonus Shares to be issued pursuant to the Bonus Issue.

An ordinary resolution for seeking Shareholders’ approval will be proposed at the EGM.

(d) Adjustment to subscription price and/or number of Shares subject to the outstanding options in accordance with Share Option Scheme

As at the Latest Practicable Date, there were outstanding options for the subscription for, in aggregate, 20,000,000 Shares granted by the Company under the Share Option Scheme. The exercise price of these outstanding options is HK$1.33 per Share.

In accordance with the rules of the Share Option Scheme, the Company shall make corresponding amendment, if necessary, to the subscription price and/or the number of Shares subject to the outstanding options, as the case may be, when there is alteration of capital structure whether by way capitisation of profits or reserves. Option holders will be notified in due course of the adjustments (if any) accordingly after allotment of Bonus Shares.

(e) Closure of register of members

The register of members of the Company will be closed from 19th January, 2004 to 21st January, 2004, both dates inclusive, during which period no transfer of Shares will be registered. The last day for dealing in Shares cum Entitlement will be 14th January, 2004.

– 5 –

LETTER FROM THE BOARD OF DIRECTORS

In order to qualify for the Entitlement, Shareholders or person who would like to registered as Shareholders are reminded that they should lodge forms of transfer with the relevant share certificates with the Company’s branch registrar in Hong Kong, 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 16th January, 2004.

(f) Listing and Dealing

Application has been made to the Listing Committee of the Stock Exchange for listing of, and permission to deal in, the Bonus Shares to be issued pursuant to the Bonus Issue.

The Shares of the Company are not listed or dealt in any other stock exchange nor is listing or permission to deal in the same being or proposed to be sought from any other stock exchange.

Subject to the granting of listing of, and permission to deal in, the Bonus Shares on the Stock Exchange, the Bonus Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS with effect from the commencement date of dealings in the Bonus Shares or such other date as determined by HKSCC. Settlement of transactions between members of the Stock Exchange 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 Operation Procedures in effect from time to time.

3. GENERAL MANDATE TO ISSUE SHARES

Two ordinary resolutions, as set out in the notice of the EGM, will be proposed for the following purposes:–

Ordinary resolution no. 2 – to grant to the Directors a new 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, if applicable, as enlarged by the issue of the Bonus Shares; and thereby revoking the existing general mandate to issue shares; and

Ordinary resolution no. 4 – 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. 2 by the aggregate nominal amount of share capital of the Company repurchased under the general mandate if given in the ordinary resolution no. 3.

The Company has in issue an aggregate of 400,000,000 shares of HK$0.01 each as at the Latest Practicable Date. Subject to the passing of the aforesaid ordinary resolution no. 2 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 320,000,000 shares on the basis that no further shares will be issued or repurchased prior to the EGM.

– 6 –

LETTER FROM THE BOARD OF DIRECTORS

4. GENERAL MANDATE TO REPURCHASE SHARES

The ordinary resolution no. 3 as set out in the notice of the EGM, will be proposed to grant to the Directors a new general mandate to exercise the powers of the Company to repurchase 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 as enlarged by the issue of the Bonus Shares and thereby revoking the existing generate mandate to repurchase shares.

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.

5. ACTION TO BE TAKEN

The notice convening the EGM to be held at 24th Floor, Chun Wo Commercial Centre, 23, 25, 27 and 29 Wing Wo Street, Central, Hong Kong on Wednesday, 21st January, 2004 at 11:00 a.m. set out on pages 12 to 16 of this circular.

A form of proxy for the 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 time 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.

6. RECOMMENDATION

The Directors believe that the Bonus Issue, the granting of the Issue Mandate and the Repurchase Mandate are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the related ordinary resolutions to be proposed at the EGM.

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

– 7 –

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 Extraordinary 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 has in issue an aggregate of 400,000,000 shares of HK$0.01 each which are fully paid.

Subject to the Shareholders’ approval of the Bonus Issue and the passing of the ordinary resolution no. 3 as set out in the notice of EGM and in accordance with the terms therein, the Company would be allowed under the Repurchase Mandate to repurchase fully paid shares up to the aggregate nominal amount of a maximum of 160,000,000 shares on the basis that no further shares will be issued or repurchased before and up to the date of the EGM.

REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing any shares 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 shares are trading at a discount to their underlying value, the ability of the Company to repurchase shares 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 shares 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 shares, 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. Shares 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 profits of the Company or out of the Company’s share premium account before or at the time the shares are repurchased. The Company may not purchase shares 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.

– 8 –

EXPLANATORY STATEMENT

APPENDIX

SHARE PRICES

The highest and lowest prices at which shares of the Company have been traded during each of the previous twelve months prior to the Latest Practicable Date were as follows:–

	Shares
	Highest	Lowest
	HK$	HK$
2002
December	0.750*	0.485*
2003
January	0.710*	0.595*
February	1.320*	0.645*
March	1.330*	0.575*
April	1.150*	0.560*
May	1.450*	0.450*
June	1.750*	0.635*
July	0.750*	0.500*
August	1.000*	0.725*
September	1.050	0.820
October	1.400	0.820
November	1.860	1.200

• Adjusted with the effect on 10th September, 2003 as a result of issue of one Bonus Shares of HK$0.01 each in the capital of the Company for every one Shares held on 18th September, 2003.

REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased any of the Company’s shares since commencement of trading of its shares on the Stock Exchange on 8th November, 2002.

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, 2003) 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.

– 9 –

EXPLANATORY STATEMENT

APPENDIX

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 CODES 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 Codes on Takeovers and Mergers ( the “Codes” ). 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 Codes.

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 ordinary shares that carry a right to vote in all circumstances at general meetings of the Company:–

		Approximate
		Percentage of
Name	Number of shares held	Shareholding
Star Master International Limited	246,600,000_(note 1)_	61.65%
Lu Ming Hui	32,800,000	8.20%

In the event that the Directors exercised in full the power to repurchase shares of the Company based on the existing issued capital of 400,000,000 Shares in accordance with the terms of the ordinary resolution no. 3 to be proposed at the EGM, the aforesaid interests of Star Master International Limited and Lu Ming Hui in the existing issued share capital of the Company would be proportionally increased to approximately 68.50% and 9.11% respectively. 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 Codes. 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 Codes or if the repurchase would result in less than 25% of the issued share capital of the Company being held in public hands.

Note 1: 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.

– 10 –

EXPLANATORY STATEMENT

APPENDIX

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. 3 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. 3 is approved by the shareholders of the Company.

– 11 –

NOTICE OF THE 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 an 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 Wednesday, 21st January, 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 appear 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

– 12 –

NOTICE OF THE 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 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 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 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 January, 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, 19th January, 2004 to Wednesday, 21st January, 2004 (both dates inclusive), during which period no transfer of shares will be effected. In order to qualify for the proposed bonus issue, 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 Friday, 16th January, 2004.

• (5) A form of proxy for use in connection with the extraordinary general meeting is enclosed. An explanatory statement with further details for the proposed resolution no. 2 to 4 are included in the circular containing this notice of meeting.

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