Raymond Industrial Limited — Proxy Solicitation & Information Statement 2006

May 15, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CNPC (Hong Kong) Limited (the “Company”), you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

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CNPC (HONG KONG) LIMITED
(incorporated in Bermuda with limited liability)
(Stock Code: 135)
C (HONG KO
P N
CN G)
----- End of picture text -----

RE-ELECTION OF DIRECTOR,

GENERAL MANDATES

TO REPURCHASE SHARES AND ISSUE SHARES

AND

AMENDMENTS TO BYE-LAWS

* For identification purpose only

28th April 2006

CONTENTS

		Page
Letter	from the Chairman
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
2.	Re-election of Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
3.	General mandates to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
4.	General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
5.	Procedures by which a poll may be demanded . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
6.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
7.	Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
9.	Amendments to Bye-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I –Details (including Biographies) of Director
	Offering himself for Re-election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix II – Explanatory Statement on Repurchase of Shares. . . . . . . . . . . . . . . . .		6
Appendix III – Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		9

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LETTER FROM THE CHAIRMAN

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CNPC (HONG KONG) LIMITED
(incorporated in Bermuda with limited liability)
PC (HONG KON
CN G)
----- End of picture text -----

(Stock Code: 135)

Executive Directors: Wang Mingcai (Chairman) Li Hualin (Chief Executive Officer) Cheng Cheng

Non-Executive Directors: Lau Wah Sum, GBS, LLD, DBA, JP Aubrey Li Kwok Sing Liu Xiao Feng* Lin Jingao

* Independent Non-executive Directors

Registered office: Clarendon House Church Street Hamilton HM11 Bermuda

Principal office in Hong Kong: Rooms 3907-3910 39th Floor 118 Connaught Road West Hong Kong 28th April 2006

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTOR, GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES AND AMENDMENTS TO BYE-LAWS

1. INTRODUCTION

The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“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 (“the Share Buy Back Rules”).

The purpose of this circular is to provide you with information relating to the proposals: (1) to re-elect Directors; (ii) to grant the general mandate to repurchase shares and issue shares and (iii) amendments to Bye-Laws with effect from the date of the annual general meeting of the Company to be held on 25th May 2006 (the “Annual General Meeting”).

2. RE-ELECTION OF DIRECTORS

In accordance with Article 97 of the Company’s Bye-laws. Mr. Li Hualin and Mr. Lin Jingao shall retire by rotation at the forthcoming Annual General Meeting, and being eligible Mr. Lin Hualin offer himself for re-election while Mr. Lin Jingao will retire at the forthcoming Annual General Meeting. Details of director offering himself for re-election is set out in Appendix I hereto.

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LETTER FROM THE CHAIRMAN

3. GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the Annual General Meeting to grant the directors of the Company (the “Directors”) a general mandate to exercise the powers to repurchase the Company’s shares of HK$0.01 each (the “Shares”) up to 10% of the issued and fully paid-up share capital of the Company as at the date of passing such resolution (the “Repurchase Proposal”). An explanatory statement required under the Share Buy Back Rules to provide the requisite information of the general mandate to repurchase Shares is set out in Appendix II hereto.

4. GENERAL MANDATE TO ISSUE SHARES

It will also be proposed at the Annual General Meeting two ordinary resolutions respectively granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company at the date of passing the resolution (excluding Shares to be issued pursuant to options that may be granted under the Share Option Scheme) and adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase up to 10% of the issued share capital of the Company at the date of passing the Ordinary Resolutions. The granting will ensure flexibility and discretion to the Directors in the event it becomes desirable to issue any shares of the Company.

5. PROCEDURES BY WHICH A POLL MAY BE DEMANDED

Pursuant to Article 67 of the Company’s Bye-Laws, a resolution put to the vote at the general meeting shall be decided on a show of hands unless otherwise required under the Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

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

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

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

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

A demand by a person as proxy for a member or in the case of a member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a member.

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LETTER FROM THE CHAIRMAN

6. RESPONSIBILITY STATEMENT

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, statements of fact expressed herein are true, accurate and not misleading, statements of opinion expressed herein have been arrived at after due and careful consideration and there are no other facts not contained in this circular the omission of which would make any statement herein misleading.

7. PROXY

A proxy form for use at the Annual General Meeting is enclosed with the Annual Report for the year ended 31st December 2005. If you intend to appoint proxy to attend the Annual General Meeting, you are requested to complete the proxy form and return it to the Company’s principal office at Rooms 3907-3910, 39th Floor, 118 Connaught Road West, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or adjourned meeting (as the case may be). Completion and return of the proxy form will not prevent you from attending and voting at the Annual General Meeting if you so wish.

8. RECOMMENDATION

The Directors believe that the proposed general mandate on repurchase of Shares and the proposed general mandate for Directors to issue new Shares are all 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 ordinary resolutions nos. 5 to 7 set out in the Notice of Annual General Meeting.

9. AMENDMENTS TO BYE-LAWS

In addition, your attention is drawn to Special Resolution No.8 to approve the amendments to the Bye-laws.

The proposed amendments principally are to ensure that the Bye-laws are in compliance with the Code on Corporate Governance Practices (the “Code”) which replaces the previous Code of Best Practice in Appendix 14 of the Listing Rules, and with the recent amendments to the Listing Rules in respect of the requirements of the constitutional documents of listed issuers.

The proposed amendments to the Bye-laws are briefly described below:

(a) Amended To be consistent with paragraph 8 of Appendix 3 to the Listing Bye-law5(A) Rules so that any purchase by the Company of redeemable shares (not through the market or by tender) will be subject to a pre-determined maximum price and that any purchase of redeemable shares by tender will be available to all shareholders alike.

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LETTER FROM THE CHAIRMAN

• (b) New Bye-law 5(C) To be consistent with paragraph 10 of Appendix 3 to the Listing Rules so that shares issued with inferior or no voting rights will be designated as such.

• (c) Amended To be consistent with paragraph E.2.1 of the Code so that any Bye-law 67 Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at a general meeting may demand a poll.

• (d) New Bye-law 88 To be consistent with paragraph 4(3) of Appendix 3 to the and Bye-law Listing Rules so that the Company in general meeting shall have 95 (viii) the power by ordinary resolution, instead of special resolution, to remove a Director before the expiration of his period of office.

• (e) New Bye-law 89 To be consistent with paragraph A.4.2 of the Code so that a Director appointed by the Board to fill a casual vacancy shall be subject to re-election by shareholders at the first general meeting after his appointment rather than at the next following annual general meeting after his appointment.

• (f) New Bye-law 97 To be consistent with paragraph A.4.2 of the Code so that every Director (including those appointed for a specific term) shall be subject to retirement at least once every three years. Directors holding office as Chairman and Managing Director shall also be subject to such retirement by rotation requirement.

• (g) New Bye-law 99 To the effect that the general provision in Bye-law 99, which stipulates that if at any general meeting any retiring Directors have not had their places filled shall be deemed to have been reelected and shall, if willing, continue in office until the next annual general meeting, shall not apply to such Directors who have held office for three years or more since their last election or re-election and shall accordingly retire pursuant to Bye-law 97.

The full text of the proposed amendments to the Bye-laws is set out in Resolution No.8 of the Notice of the AGM.

Yours faithfully, Wang Mingcai Chairman

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DETAILS (INCLUDING BIOGRAPHIES) OF DIRECTOR OFFERING HIMSELF FOR RE-ELECTION

APPENDIX I

The following is the particulars of the Director proposed to be re-elected at the AGM.

Mr. Li Hualin (Chief Executive Officer)

Age 43, after graduated from South West Petroleum University in 1983 with Bachelor’s Degree in Oil and Gas Exploration and Prospecting Engineering, Mr. Li joined CNPC in the same year. He was the Deputy Director of CNPC office at Houston in the U.S.A.; Chairman & General Manager of CNPC Canada Ltd in Canada and Deputy General Manager of China National Oil and Gas Exploration and Development Corporation. In 2000, Mr. Li was awarded the degree of Master of Business Administration from The University of Nebraska. He joined the Company as Executive Vice-Chairman & Managing Director in January 2001 and appointed as Chief Executive Officer in May 2005.

Mr. Li is the director of CNPC-Aktobemunaigas Open Joint Stock Company, a company listed in Kazakhstan stock exchange.

Mr. Li has entered a service contract with the Company that could be terminated by giving the other party three months advance notice. Mr. Li is subject to retirement by rotation and reelection at an annual general meeting of the Company in accordance with the Company’s ByeLaws. His emoluments in 2005 is stated in Company’s 2005 Annual Report.

Mr. Li is not connected with any director, the senior management nor any substantial shareholder of the Company save as disclosed below. Mr. Li is a director of Sun World Limited, which beneficially owned 2,549,317,342 shares in the company as at 31st December 2005. Sun World Limited is a wholly owned subsidiary of CNPC, the Company’s ultimate holding company incorporated in the PRC.

As at the Latest Practicable Date, Mr. Li is interested in 20,000,000 (0.414%) shares within the meaning of Part XV of the SFO, in addition to the share options granted to him to subscribe for 20,000,000 shares pursuant to the Share Option Scheme of the Company.

Save as disclosed above, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51 (2) (h) to 13.51 (2) (v) of The Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders relating to his re-election.

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EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

APPENDIX II

SHARE BUY BACK RULES

Under the Share Buy Back Rules, any share repurchased by a company with a primary listing on the Stock Exchange has to comply with certain provisions, including:

(a) Shareholders’ Approval

The Share Buy Back Rules provide that all on-market share repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval in relation to specific transactions.

(b) Source of Funds

Repurchase must be funded out of funds which are legally available for the purpose in accordance with the Memorandum of Association and Bye-Laws of the Company and laws of Bermuda.

REASONS FOR SHARE BUY BACK

The Directors believe that the flexibility afforded by the Repurchase Proposal would be in the best interest of the Company and its shareholders. Such repurchase of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the Company, its assets and/or its earnings per share and will only be made when the Directors believe that such a repurchase will benefit the Company.

SHARE CAPITAL

As at 24th April 2006 (the “Latest Practicable Date”), being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein, the issued share capital of the Company comprised 4,834,093,512 Shares.

Subject to the passing of the ordinary resolution No. 5 at the Annual General Meeting, the Company would be allowed under the buy back mandate to repurchase a maximum of 483,409,351 Shares (on the assumption that no further shares will be issued or repurchased from the Latest Practicable Date up to the date of the Annual General Meeting).

FUNDING OF REPURCHASES

The Directors propose that repurchases of Shares under the buy back mandate would be financed by the Company’s internal resources or existing banking facilities. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and Bye-Laws of the Company and laws of Bermuda.

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 contained in the Annual Report for the year ended 31st December 2005) in the event that the buy back mandate were to be carried out in full at any time during the proposed repurchase period. However, the

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EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

APPENDIX II

Directors do not propose to exercise the buy back mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

MARKET PRICES

The highest and lowest prices for shares of the Company traded on the Stock Exchange during each of the previous twelve months were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2005
April	1.285		1.145
May	1.175		1.105
June	1.280		1.130
July	1.510		1.220
August	1.830		1.430
September	1.850		1.610
October	1.730		1.350
November	1.770		1.500
December	1.830		1.620
2006
January	2.225		1.690
February	2.775		2.200
March	2.725		2.175

DISCLOSURE OF INTEREST

The Directors of the Company have undertaken to the Stock Exchange that they will exercise the buy back mandate in accordance with the Listing Rules and the laws of Bermuda and in accordance with the regulations set out in the Memorandum of Association and the ByeLaws of the Company.

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

As at the Latest Practicable Date, Sun World Limited (“Sun World”) is deemed to be interested in 52.74% (2,549,317,342 Shares) of the issued share capital of the Company. Sun World is a wholly owned subsidiary of China National Petroleum Corporation (“CNPC”) and therefore CNPC is accordingly deemed to have interest in 52.74% of the issued share capital of the Company.

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EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

APPENDIX II

In the event that the Directors should exercise in full the buy back mandate to be granted pursuant to the ordinary resolution to be proposed at the Annual General Meeting, the shareholding of Sun World in the Company would be increased to approximately 58.60% of the issued share capital of the Company. The Directors consider that such repurchase would not give rise to an obligation for Sun World to make a mandatory offer under Rule 26 of the Code. The Directors have no intention to exercise the buy back mandate to such extent that the public shareholding in the Company would reduce below 25% of the issued share capital of the Company.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in Listing Rules) presently intend to sell Shares to the Company under the buy back mandate in the event that the buy back mandate is approved by the shareholders of the Company.

The Company has not been notified by any connected persons of the Company that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the buy back mandate is approved by its shareholders.

SHARE PURCHASES MADE BY THE COMPANY

During the previous six months’ period ended prior to the printing of this circular, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Shares.

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NOTICE OF ANNUAL GENRAL MEETING

APPENDIX III

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CNPC (HONG KONG) LIMITED
(incorporated in Bermuda with limited liability)
C (HONG KO
P N
CN G)
----- End of picture text -----

(Stock Code: 135)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be convened at the Vinson Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Central, Hong Kong on Thursday 25th May 2006 at 11:00 a.m. for the following purposes:–

1. To receive, consider and adopt the Financial Statements and the Reports of Directors and of the Auditors for the year ended 31st December 2005,

2. To declare dividend,

3. To elect Directors and to authorise directors to fix the remuneration of the Directors,

4. To appoint auditors for the ensuing year and to authorise directors to fix their remuneration,

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

“ THAT

• (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of this Resolution) of all the powers of the Company to purchase shares of HK$0.01 each in the capital of the Company be and is hereby generally and unconditionally approved;

• (b) the total nominal amount of the shares to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of this Resolution, and the said approval shall be limited accordingly; and

• (c) 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 Bye-laws of the Company or any applicable law of Bermuda to be held; or

• (iii) the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENRAL MEETING

APPENDIX III

1. To consider and, if thought fit, pass with or without amendment, the following resolution as ordinary resolution by way of special business:–

“ THAT there be granted to the Directors of the Company an unconditional general mandate to allot, issue and deal with additional shares in the capital of the Company, and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:–

• (a) such mandate shall not extend beyond the Relevant Period save that the Directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (b) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors otherwise than pursuant to a Rights Issue or the Company’s Executive Share Option Scheme (the “Share Option Scheme”), shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution.

• (c) such mandate shall be additional to the authority to be given to the Directors to grant options under the Share Option Scheme and, at any time, to allot and issue additional shares in the capital of the Company arising from the exercise of subscription rights under such options; and

• (d) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:–

• (i) the conclusion of the next Annual General Meeting of the Company;

• (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company or any applicable law of Bermuda to be held; or

• (iii) the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors made to holders of shares on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares (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 restriction or obligation under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, or in any territory outside, Hong Kong and Bermuda).”

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NOTICE OF ANNUAL GENRAL MEETING

APPENDIX III

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

“ THAT the general mandate granted to the Directors of the Company to exercise the powers of the Company to issue, allot and dispose of shares pursuant to Resolution 6 above be and is hereby extended by the addition to the total nominal amount of share capital and any shares which may be issued, allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate an amount representing the total nominal amount of shares in the capital of the Company which has been purchased by the Company since the granting of such general mandate pursuant to Resolution 5 above, provided that such amount shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of this Resolution.”

1. As special business, to consider and, if thought fit, to pass the following resolution as a Special Resolution:

SPECIAL RESOLUTION

• “ THAT the Bye-laws be and are hereby amended as follows:

• (a) by adding the following sentences immediately after the end of Bye-law 5(A):

“Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases. If purchases are by tender, tenders shall be available to all members alike.”;

• (b) by adding the following new Bye-law 5(C):

• “5(C) Where the Company issues shares which do not carry voting rights, the words “non voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting.”;

• (c) by deleting the full-stop at the end of sub-paragraph (d) of Bye-law 67, replacing therewith a semicolon and the word “or” and inserting the following new sub-paragraph (e):

• “(e) if required by the rules of the Designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.”;

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NOTICE OF ANNUAL GENRAL MEETING

APPENDIX III

• (d) by deleting the existing Bye-law 88 and substituting therefor the following new Bye-law 88:

• “88. The Company may at a special general meeting called for that purpose by ordinary resolution remove any Director before the expiration of his period of office (notwithstanding anything in the Bye-Laws or in any agreement between the Company and such Director but without prejudice to any claim which he may have for damages for breach of any such agreement) and may elect another person in his stead, provided that notice of such meeting shall be served on the Director concerned not less than 14 days before the meeting and he shall be entitled to be heard at such meeting. Any Director so elected shall hold office for such time only as the Director in whose place he is elected would have held the same if he had not been removed.”;

• (e) by deleting the existing Bye-law 95(viii) and substituting therefor the following new Bye-law 95(viii):

• “(viii) shall be removed from office by an ordinary resolution of the Company under Bye-law 88;”;

• (f) by deleting the existing Bye-law 89 and substituting therefor the following new Bye-law 89:

• “89. Without prejudice to the power of the Company in pursuance of the provisions of the Bye-laws to appoint any person to be a Director and subject to the Act, the Directors may appoint any person to be a Director as an additional Director or to fill a casual vacancy but so that the maximum number of Directors so appointed shall not exceed the number determined from time to time by the members in general meeting. Any Director so appointed shall hold office only until the first general meeting of the Company after his appointment (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board of Directors) and shall then be eligible for re-election at the meeting.”;

• (g) by deleting the existing Bye-law 97 and substituting therefor the following new Bye-law 97:

• “97. Subject to the provisions of the Statutes, every Director (including those appointed for a specific term) shall be subject to retirement at least once every three years at an annual general meeting. A Director retiring at a meeting shall retain office until the close of the meeting. The retiring Directors shall be eligible for re-election.”; and

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NOTICE OF ANNUAL GENRAL MEETING

APPENDIX III

• (h) by deleting the existing Bye-law 99 and substituting therefor the following new Bye-law 99:

• “99. If at any general meeting at which an election of Directors ought to take place, the places of the retiring Directors are not filled, the retiring Directors or such of them as have not had their places filled shall be deemed not to have retired and shall, if willing, continue in office until the next annual general meeting and so on from year to year until their places are filled, unless:

  • (i) it shall be determined at such meeting to reduce the number of Directors; or

  • (ii) it is expressly resolved at such meeting not to fill up such vacated offices; or

  • (iii) in any such case the resolution for re-election of a Director is put to the meeting and lost; or

  • (iv) such Director has held office for three years or more since his last election or re-election and shall accordingly retire pursuant to Byelaw 97.””

By Order of the Board Lau Hak Woon Company Secretary

Hong Kong, 11th April 2006

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

2. To be valid, the form of proxy, together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s principal office at Room 3907-3910, 39/F., 118 Connaught Road West, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. The form of proxy must be completed strictly in accordance with the instructions set out therein.

3. Concerning item 3 above, in accordance with Articles 97 of the Company’s Bye-laws, Mr. Li Hualin and Mr. Lin Jingao shall retire at the forthcoming Annual General Meeting, and being eligible, Mr. Li Hualin offers himself for re-election and Mr. Lin Jingao will retire at the forthcoming Annual General Meeting.

4. Concerning item 6 above, the directors presently have no intention to issue any new shares of the Company other than shares which may fall to be issued pursuant to the exercise of options under the Executive Share Option Scheme of the Company.

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