S.A.S. Dragon Holdings Limited — Proxy Solicitation & Information Statement 2004

Jun 10, 2004

S.A.S. DRAGON HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 1184)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of S.A.S. Dragon Holdings Limited (the “ Company ”) will be held at 10:45 a.m. on 28 June 2004 (or soon thereafter as the special general meeting of the Company to be held at the same place and date at 10:30 a.m. shall have been concluded) at Rose Room, Lower Level II, Kowloon Shangri-La Hotel, 64 Mody Road, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT

• (a) the conditional sale and purchase agreement dated 18 May 2004 entered into between Mr. Cheung Yuk Kuen (“ Mr. Cheung ”), Mr. Lock Shui Cheung (“ Mr. Lock ”), Ms. Chan Wing Mun, Anita (“ Ms. Chan ”) as vendors, S.A.S. Investment Company Limited as purchaser and the Company as issuer (the “ Agreement ”) (a copy of which was marked “A” and has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification) in relation to sale and purchase of 30% of the entired issued share capital of each of RDL Electronic Company Limited and RDL Electronic (Macao Commercial Offshore) Limited at a total consideration of HK$12,000,000.00 which shall be settled by the issue of three 0.1% convertible notes by the Company in the total principal amount of HK$12,000,000.00 (the “ Convertible Notes ”) to Mr. Cheung (as to the principal amount of HK$6,500,000.00), Mr. Lock (as to the principal amount of HK$2,750,000.00) and Ms. Chan (as to the principal amount of HK$2,750,000.00) subject to the terms and conditions of the Agreement be and is hereby approved, confirmed and ratified and the transactions contemplated thereunder be and are hereby approved;

• (b) the directors of the Company be and are hereby authorised to issue the Convertible Notes and allot and issue shares of the Company upon the exercise of the conversion rights attached to the Convertible Notes on and subject to the terms and conditions of the Agreement;

• (c) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated under the Agreement and completion of the Agreement.”

By order of the Board Yim Yuk Lun, Stanley Chairman and Managing Director

Hong Kong, 11 June 2004

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Notes:

1. Any member entitled to attend and vote at the meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

3. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to Secretaries Limited at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.

4. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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

6. A form of proxy for use at the special general meeting is enclosed herewith.

Executive Directors Independent Non-executive Directors Yim Yuk Lun, Stanley Dr. Lui Ming Wah, J.P. Wong Sui Chuen Chang Ping Kin Liu Chun Ning, Wilfred Non-executive Director Wong Tak Yuen, Adrian Dr. Chang Chu Cheng

“Please also refer to the published version of this announcement in The Standard”.

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