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 on 28th June, 2004 at 10:30 a.m. at Rose Room, Lower Level II, Kowloon Shangri-La Hotel, 64 Mody Road, Kowloon, Hong Kong (or so soon thereafter as the annual general meeting of the Company to be held at the same place and date at 10:00 a.m. shall have been concluded) for the purpose of considering and, if thought fit, passing the following resolution, as special resolution of the Company:–

“ THAT the bye-laws of the Company be and are hereby amended in the following manner:-
- (A) by adding the definition “associate(s)” after the definition of “Act “ and before the definition of “Auditors” in Bye-law 1:
  - “associate(s)”
  - shall have the meaning attributed to it in the rules of the Designated Stock Exchange.

(B) by deleting the definition of “clearing house” in Bye-law 1 and substituting therefor the following as the new definition of “clearing house”:– “clearing house” a clearing house or authorised share depository recognised
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- a clearing house or authorised share depository recognised by the laws of the jurisdiction in which the shares are listed or quoted on a stock exchange in such jurisdiction; 
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(C) by re-numbering the existing Bye-law 76 as Bye-law 76(1) and by adding the following as new Bye-law 76(2):
- “(2). Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.”
(D) by deleting Bye-law 88 in its entirety and substituting therefor the following as new Bye-law 88:–
- “88. No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as Director at any general meeting unless a notice signed by a Member (other than the person to be proposed) entitled to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the registered office of the Company or its principal place of business in Hong Kong provided that the minimum length of the period, during which such notice(s) is/are given, shall be at least seven (7) days and that the period for lodgement of such
- (s) shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.”

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S.A.S. Dragon Holdings Limited

(E) by deleting Bye-law 103(1)-(4) in its entirety and substituting therefor the following as new Bye-law 103(1)-(4):–
- “103(1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associates is materially interested, but this prohibition shall not apply to any of the following matters namely:
  - (i) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;
  - (ii) any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;
  - (iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
  - (iv) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;
  - (v) any contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in five (5) per cent or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associates is derived) or of the voting rights; or
  - (vi) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:–
    - (a) the adoption, modification or operation of any employee’s share scheme or any share incentive or share option scheme under which the Director or his associate(s) may benefit; or
    - (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, their associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his associates(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates;
- (2) A company shall be deemed to be a company in which a Director and/or his associate(s) owns five (5) per cent. or more if and so long as (but only if and so long as) he and/or his associate(s) (either directly or indirectly) are the holders of or beneficially interested in five (5) per cent. or more of any class of the equity share

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capital of such company (or of any third company through which his interest or that of any of his associate(s) is/are derived). For the purpose of this paragraph, there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has/have no beneficial interest, any shares comprised in a trust in which the interests of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder.

(3) Where a company in which a Director and/or his associate(s) hold(s) five (5) per cent. or more is/are materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.
(4) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or his associate(s) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting, such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.”
(F) by substituting the words “fourteen (14) days” appearing in the fifth line of Bye-law 154(2) with the words “twenty-one (21) days”.

By Order of the Board S.A.S. Dragon Holdings Limited Yim Yuk Lun, Stanley Chairman and Managing Director

The directors of the Company include:–

Executive Directors

Mr. Yim Yuk Lun, Stanley (Chairman & Managing Director) and Mr. Wong Sui Chuen

Non-executive Director

Dr. Chang Chu Cheng

Independent Non-executive Directors

Mr. Chang Ping Kin, Dr. Lui Ming Wah JP, Mr. Liu Chun Ning, Wilfred and Mr. Wong Tak Yuen, Adrian

Hong Kong, 3rd June, 2004

Principal place of business in Hong Kong:

6th Floor, Tower B, Hunghom Commercial Centre

37 Ma Tau Wai Road Hunghom, Kowloon Hong Kong

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S.A.S. Dragon Holdings Limited

Notes:

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.
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.
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, G/F, 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.
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.
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.
A form of proxy for use at the special general meeting is enclosed herewith.

Please also refer to the published version of this announcement in The Standard dated 3 June 2004.

S.A.S. Dragon Holdings Limited 3-6-2004

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

49752_rns_2004-06-02_ad2f2049-548a-4172-99d0-c05cce9e51b4.pdf