Sino Splendid Holdings Limited — Proxy Solicitation & Information Statement 2003

Aug 25, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This circular is for information purposes only and does not constitute an invitation or offer to acquire or subscribe for securities.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, 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 HONGKONG.COM CORPORATION , you should

at once hand this circular to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser(s) or the transferee(s).

The Stock Exchange of Hong Kong Limited 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.

HONGKONG.COM CORPORATION 香港網國際網絡公司[*]

(incorporated in the Cayman Islands with limited liability)

DISCLOSEABLE TRANSACTION PURCHASE OF 100% INTEREST IN KEEN BILLION AGENTS LIMITED

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting.

25th August, 2003

* for identification purpose only

CHARACTERISTICS OF GEM

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the Internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers.

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

• “$” or “US$” means the U.S. dollar, the legal currency of the U.S.; “Agreement” shall mean this Share Purchase Agreement, the exhibits and schedules hereto, the certificates and disclosure schedule delivered in accordance herewith, as the same may be amended, supplemented or modified from time to time;

• “CDC Global” CDC Global Mobile Limited; “Closing” has the meaning given to such term in the sub-section titled “Closing” in the section headed “THE AGREEMENT”;

• “Company” means hongkong.com Corporation, a company incorporated in the Cayman Islands, the shares of which are listed on GEM;

• “Consideration” has the meaning given to such term in the sub-section titled “Consideration and Payment Terms” in the section headed “THE AGREEMENT”;

• “Directors” means the board of directors of the Company; “Due Diligence List” means a document entitled “DUE DILIGENCE CHECKLIST FOR THE SELLER” delivered to the Seller by CDC Global requesting for various materials as set out therein;

• “First Installment” means an amount equals to the product of 2003-1 Average Target Net Income multiplied by 5.5 and multiplied by 25%;

• “Fourth Installment” an amount equals to the product of 2005 Average Target Net Income multiplied by 5.5 and multiplied by 25% LESS the Fourth Installment Adjustment. “Fourth Installment Adjustment” shall mean the difference between Third Installment and Interim Average Actual Net Income 3 Payment, and that Fourth Installment Adjustment shall be nil if Interim Average Actual Net Income 3 Payment is greater than the Third Installment;

• “GAAP” means generally accepted accounting principles of the United States of America;

• “GEM” the Growth Enterprise Market of the Stock Exchange; “GEM Listing Rules” means The Rules Governing the Listing of Securities on GEM;

shall mean this Share Purchase Agreement, the exhibits and schedules hereto, the certificates and disclosure schedule delivered in accordance herewith, as the same may be amended, supplemented or modified from time to time;

– 1 –

DEFINITIONS

• “HKC Group”

• means hongkong.com Corporation and its subsidiaries;

• “Hong Kong”

means the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Interim Average Actual means an amount calculated as follows: Net Income 1 Payment” 2003-2 Average Target Net Income x 5.5 x 25%;

• “Interim Average Actual means an amount calculated as follows: Net Income 2 Payment” 2004 Average Target Net Income x 5.5 x 25%;

• “Interim Average Actual means an amount calculated as follows: Net Income 3 Payment” 2005 Average Actual Net Income x 5.5 x 25%;

• “Keen Billion” Keen Billion Agents Limited;

• “Keen Billion Group” Keen Billion and its subsidiaries;

• “Latest Practicable Date”

• 25th August, 2003, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for the inclusion in this circular;

• “Minority Interest of the Group” means an ownership interest less than fifty percent (50%) of the voting interest in a business enterprise of Keen Billion Group;

• “PRC”

means the People’s Republic of China;

• “Purchaser” CDC Global Mobile Limited;

• “SFO”

means the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

• “Second Installment”

means an amount equals to the product of 2003-2 Average Target Net Income multiplied by 5.5 and multiplied by 25% LESS the Second Installment Adjustment. “Second Installment Adjustment” shall mean the difference between First Installment and Interim Average Actual Net Income 1 Payment, and that Second Installment Adjustment shall be nil if Interim Average Actual Net Income 1 Payment is greater than the First Installment;

• “Seller”

e-Lux (Asia) Ltd, a company organized and existing under the laws of the British Virgin Islands, incorporated on 25th May, 2001;

• “Shares”

means those shares representing 100% of the total issued and outstanding equity in the capital of Keen Billion as of the Closing;

– 2 –

DEFINITIONS

• “Third Installment” means an amount equals to the product of 2004 Average Target Net Income multiplied by 5.5 and multiplied by 25% LESS the Third Installment Adjustment. “Third Installment Adjustment” shall mean the difference between Second Installment and Interim Average Actual Net Income 2 Payment, and that Third Installment Adjustment shall be nil if Interim Average Actual Net Income 2 Payment is greater than the Second Installment;

• “2003 Actual Net Income”

• means the Net Income for the fiscal year 2003, as reflected on the pro forma combined net income statement included in the 2003 Financial Statements and shall be calculated as if the Company existed on 1st January, 2003;

• “2003-1 Average Target Net Income” means the average of the 2003 Target Net Income, 2004 Target Net Income and 2005 Target Net Income;

• “2003-2 Average Target Net Income” means the average of the 2003 Actual Net Income, 2004 Target Net Income and 2005 Target Net Income;

• “2003 Financial Statements”

• means the pro forma combined financial statements of the Keen Billion Group for the year ended and as of 31st December, 2003, including the audited balance sheets of the Keen Billion Group and the related audited statements of operations, shareholders’ equity and cash flow statements for such period prepared in accordance with GAAP, together with a true and correct copy of the report on such audited information along with all existing management letters from the auditors, with respect to the results of such audits, where such audit shall have been performed by a recognized independent public accounting firm acceptable to the Company;

• “2003 Target Net Income” means the target pro forma combined net income after tax and Minority Interests of the Group for the fiscal year 2003;

• “2004 Actual Net Income”

mean the Net Income for the fiscal year 2004, as reflected on the pro forma combined net income statement included in the 2004 Financial Statements;

• “2004 Average Target Net Income”

• means the average of the 2003 Actual Net Income, 2004 Actual Net Income and the 2005 Target Net Income;

• “2004 Financial Statements”

means the pro forma combined financial statements of the Keen Billion Group for the year ended and as of 31st December, 2004, including the audited balance sheets of the Keen Billion Group and the related audited statements of operations, shareholders’ equity and cash flow statements for such period prepared in

– 3 –

DEFINITIONS

• accordance with GAAP, together with a true and correct copy of the report on such audited information along with all existing management letters from the auditors, with respect to the results of such audits, where such audit shall have been performed by a recognized independent public accounting firm acceptable to the Company;

• “2004 Target Net Income”

• “2005 Actual Net Income”

• “2005 Average Actual Net Income”

• “2005 Financial Statement”

• “2005 Target Net Income”

means the target pro forma combined net income after tax and Minority Interests of the Group for the fiscal year 2004;

• means the Net Income for the fiscal year 2005, as reflected on the pro forma combined net income statement included in the 2005 Financial Statements;

• means the average of the 2003 Actual Net Income, 2004 Actual Net Income and 2005 Actual Net Income;

means the pro forma combined financial statements of the Keen Billion Group for the year ended and as of 31st December, 2005, including the audited balance sheets of the Keen Billion Group and the related audited statements of operations, shareholders’ equity and cash flow statements for such period prepared in accordance with GAAP, together with a true and correct copy of the report on such audited information along with all existing management letters from the auditors, with respect to the results of such audits, where such audit shall have been performed by a recognized independent public accounting firm acceptable to the Company;

means the target pro forma combined net income after tax and Minority Interests of the Group for the fiscal year 2005.

– 4 –

LETTER FROM THE BOARD

HONGKONG.COM CORPORATION 香港網國際網絡公司[*]

(incorporated in the Cayman Islands with limited liability)

Executive Directors:

Ch’ien Kuo Fung, Raymond (Chairman) Yip Hak Yung, Peter (Vice-Chairman) Zhou Shun Ao (Vice-Chairman) Chan Kai Yu, Rudy (Chief Executive Officer) Kwok Yee Leen, Elaine

Registered office:

Scotia Centre 4th Floor P.O. Box 2804 George Town Grand Cayman Cayman Islands

Independent Non-executive Directors:

Chou Kei Fong, Silas Wong Sin Just Wang Cheung Yue, Fred Chia Kok Onn

Head office and principal place of business: 34/F, Citicorp Centre 18 Whitfield Road Causeway Bay Hong Kong

25th August, 2003

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION PURCHASE OF 100% INTEREST IN KEEN BILLION AGENTS LIMITED

1. INTRODUCTION

On 4th August, 2003, CDC Global, a wholly-owned subsidiary of the Company, entered into a share purchase agreement for the acquisition of 100% equity interest in Keen Billion for the Consideration to be paid in four equal installments, with adjustment in accordance with a formula calculated based on actual net income of 2003, 2004 and 2005. The four installments are payable in the following manner: (i) at Closing, an amount equals to the product of 2003-1 Average Target Net Income multiplied by 5.5 and multiplied by 25% (the “First Installment”); (ii) an amount equals to the product of 2003-2 Average Target Net Income multiplied by 5.5 and multiplied by 25% LESS the Second Installment Adjustment (the “Second Installment”) to be paid within 30 days of Keen Billion’s delivery of the 2003 Financial Statements; (iii) an amount equals to the product of 2004 Average Target Net Income multiplied by 5.5 and multiplied by 25% LESS the Third Installment Adjustment (the “Third Installment”) to be paid within 30 days of Keen Billion’s delivery of the 2004 Financial Statements; and (iv) an amount equals to the product of 2005 Average Target Net Income multiplied by 5.5 and multiplied by 25% LESS the Fourth Installment Adjustment (the “Fourth Installment”) to be paid within 30 days of Keen Billion’s

* For identification purpose only

– 5 –

LETTER FROM THE BOARD

delivery of the 2005 Financial Statements, provided that the total consideration shall not exceed US$30,000,000 in aggregate. All installments are payable in cash. The transaction contemplated under the Agreement was announced by the Board on 5th August, 2003.

The transaction contemplated under the Agreement constitutes a discloseable transaction of the Company under the GEM Listing Rules. The Company published an announcement on the Agreement dated 5th August, 2003. This circular is to provide you with, among others, additional information relating to the Agreement.

2. THE AGREEMENT DATED 4TH AUGUST, 2003

Parties:

CDC Global, a company organized and existing under the laws of the British Virgin Islands;

Keen Billion, a company organized and existing under the laws of the British Virgin Islands;

The Seller, a company organized and existing under the laws of the British Virgin Islands;

New Power Limited, a company organized and existing under the laws of PRC, is currently owned by two shareholders, namely Wang Ai Dong and Yin Han Bing, both of whom are designated by the Seller and are independent third parties, not connected with the Company and its subsidiaries, any directors, chief executive, substantial shareholders and management shareholders of such companies or any of their respective associates (as defined in the GEM Listing Rules);

Sky Telemedia (Taiwan) Ltd, a company organized and existing under the laws of Taiwan.

Subject Matter

Subject to the terms and conditions of the Agreement, on the Closing Date, CDC Global will purchase the Shares from the Seller, and the Seller will sell, transfer, convey, assign and deliver the Shares to CDC Global.

Consideration and Payment Terms

The consideration to be paid for the Shares by CDC Global to the Seller (the “Consideration”) shall be paid in four equal installments with adjustment in accordance with a formula calculated based on actual net income of 2003, 2004 and 2005. The four installments are payable in the following manner:

• (i) at Closing , CDC Global shall pay the Seller, an amount equals to the product of 2003-1 Average Target Net Income multiplied by 5.5 and multiplied by 25% (the “First Installment”);

• (ii) within 30 days of the certification by the board of directors of Keen Billion and completion of the 2003 Financial Statements and delivery of the same to CDC Global, CDC Global shall pay an amount equals to the product of 2003-2 Average Target Net Income multiplied by 5.5 and multiplied by 25% LESS the Second Installment Adjustment (the “Second Installment”);

– 6 –

LETTER FROM THE BOARD

• (iii) within 30 days of the certification by the board of directors of Keen Billion and completion of the 2004 Financial Statements and delivery of the same to CDC Global, CDC Global shall pay an amount equals to the product of 2004 Average Target Net Income multiplied by 5.5 and multiplied by 25% LESS the Third Installment Adjustment (the “Third Installment”); and

• (iv) within 30 days of the certification by the board of directors of Keen Billion and completion of the 2005 Financial Statements and delivery of the same to CDC Global, CDC Global shall pay an amount equals to the product of 2005 Average Target Net Income multiplied by 5.5 and multiplied by 25% LESS the Fourth Installment Adjustment (the “Fourth Installment”).

The Consideration shall not exceed US$30,000,000 in aggregate. The Consideration will be payable in cash.

The Consideration was determined on the basis of price/earning ratios of about 5.5 times of average actual net income of years 2003, 2004 and 2005 (according to market information) used in comparable transactions and was arrived at after arm’s length commercial negotiations between the parties. The rationale for the determination of the Consideration is as follows:

The above-mentioned maximum figure of US$30,000,000, which constitutes a cap above which the Consideration may not exceed, was arrived at after arm’s length commercial negotiations between the parties. The basis of the US$30,000,000 is to minimize uncertainty for the Company. For the avoidance of doubt, the cap of US$30,000,000 is not a profit or revenue forecast in any form.

Completion

The closing of the purchase and sale of the Shares (the “Closing”) shall take place on the later of:

• (a) on or before 3rd September, 2003, subject to the date the conditions precedent set out in the Agreement being satisfied or waived in accordance with the terms of the Agreement; and

• (b) such other date as the Purchaser and the Seller shall agree in writing.

Conditions

The Agreement is conditional upon the satisfaction (or waiver in accordance with the Agreement) of, among others, the following conditions:

• Each of the representations and warranties made by the parties in the Agreement and all facts and statements specified in the disclosure schedules referred to therein shall be true and correct in all respects in which they are given as of Closing.

• The Seller shall have provided all the documents requested in the Due Diligence List on or before Closing and CDC Global shall have completed all necessary due diligence investigations to its complete satisfaction which is determined at CDC Global’s sole discretion.

– 7 –

LETTER FROM THE BOARD

• The Seller shall procure that all of the issued shares or equity interest of the subsidiaries which are held by the Seller to be sold, transferred and assigned from the Seller to Keen Billion and all required filings and registrations relating to such shares or equity interest to be duly filed and registered prior to Closing.

• The Company and CDC Global shall have received all consents and approvals as required under the GEM Listing Rules relating to the transactions contemplated under the Agreement.

• The Seller shall cause, prior to Closing, to transfer 100% of the equity interests in New Power Limited to two PRC individuals designated by CDC Global or its affiliate.

• The issuance of a PRC legal opinion confirming the arrangement relating to the transfer and holding structure of equity interests in New Power Limited is in compliance with the relevant PRC laws and regulations.

3. BUSINESS OF THE COMPANY

The Company currently operates a PRC-based mobile value added service provider, Newpalm (China) Information Technology Co. Ltd, Internet portals under the domain name of www.hongkong.com, and a Singapore-based travel-trade publishing company, TTG Asia Media Pte Ltd. The Company provides a one-stop gateway to the Internet to meet the needs of users interested in localised information pertaining to Hong Kong. Through the HKC Group’s editorial team, technology platform and the cooperation with an extensive group of content providers, the HKC Group offers a broad range of content value-added community services and e-commerce capabilities through online, offline and wireless media.

4. KEEN BILLION AGENTS LIMITED

Keen Billion is a company incorporated in the British Virgin Islands, the entire issued share capital of which is beneficially owned by the Seller. Keen Billion was set up as a holding company. On Closing, the Seller shall procure all the issued shares or equity interest of each of Foreign Equity Ltd, Sky Telemedia (Taiwan) Ltd, New Multimedia Ltd and Cellcast (Asia) Ltd (the “Entities”) which are beneficially owned by the Seller to be transferred to Keen Billion. The details of the beneficial shareholdings in the aforesaid entities are set out below.

Seller is 90% beneficially owned by e-Lux Corporation, a listed company incorporated in Japan and 10% beneficially owned by SMS Media Limited. The Seller is a leading content and wireless valueadded services provider in Greater China. e-Lux Corporation is a leading provider of worldwide billing services for digital transactions. SMS Media Limited is a Hong Kong company beneficially owned by Patrick Leung, Bertrand Folliet, Craig Gardener, Jonathan French, Michael James Blendell, all are independent third parties not connected with the Company and its subsidiaries, any directors, chief executive, substantial shareholders and management shareholders of such companies or any of their respective associates (as defined in the GEM Listing Rules). SMS Media Limited provides wireless value-added services in Europe.

Foreign Equity Ltd, a company incorporated in the British Virgin Islands on 6th October, 2000, is 100% beneficially owned by the Seller.

– 8 –

LETTER FROM THE BOARD

Sky Telemedia (Taiwan) Ltd, a company incorporated in Taipei, Taiwan on 15th January, 2001, is 10% owned by Rainbow International Limited and 90% beneficially owned by the Seller. Rainbow International Limited is a Hong Kong company, beneficially owned by Chin Lilian, Kao Shea Dan, Tse Ching Ng and Tse Ning, each of the aforesaid individuals is an independent third party, not connected with the Company and its subsidiaries, any directors, chief executive, substantial shareholders and management shareholders of such companies or any of their respective associates (as defined in the GEM Listing Rules).

New Power Limited, a company incorporated in PRC on 22nd June, 2001, is currently owned by two shareholders, namely Wang Ai Dong and Yin Han Bing, both of whom are designated by the Seller and are independent third parties, not connected with the Company and its subsidiaries, any directors, chief executive, substantial shareholders and management shareholders of such companies or any of their respective associates (as defined in the GEM Listing Rules).

New Power Limited provides mobile ringtone and logo download services in China. The Seller shall cause, prior to Closing, to transfer 100% of the equity interests in New Power Limited currently owned by two PRC individuals, namely Wang Ai Dong and Yin Han Bing, to two PRC individuals designated by CDC Global or its affiliate as appropriate. Upon such transfer, New Power Limited will be consolidated as a subsidiary of the Company under the GAAP. The rationale for using the current structure in holding interests in New Power Limited is primarily due to business expediency given that New Power Limited is a local company formed under the PRC laws. Such a local company can only be held by local PRC individuals under the PRC laws. The parties concerned agreed that this arrangement has the advantage of saving time and resources in the set up over other forms of business entity like joint ventures or wholly owned foreign subsidiary. The Company has no definite timetable as to when it is a suitable time to directly hold the equity interests in New Power Limited, the circumstances under which the Company will become direct shareholder of the equity interests in New Power Limited is a business decision which is subject to review from time to time. On or before Closing, there will be blank transfer documents executed by the two PRC individuals designated by CDC Global or its affiliate a trust arrangement will be put in place so that the two PRC individuals will hold the equity interest in New Power Limited on trust for Keen Billion or its designated subsidiary, and such other applicable documents as advised by CDC Global’s legal adviser with an aim to safeguard the interests of Keen Billion.

New Multimedia Ltd, a company incorporated in the British Virgin Islands on 8th February, 2001, is 100% beneficially owned by the Seller.

Cellcast (Asia) Ltd, a company incorporated in the British Virgin Islands on 15th September, 2000, of which 99.93% is beneficially owned by the Seller and 0.07% is beneficially owned by Fong Siu Yan, Fu Sin Wan, Ip Sau Ying, Poon Lai Chiu, each of the aforesaid individuals is an independent third party, not connected with the Company and its subsidiaries, any directors, chief executive, substantial shareholders and management shareholders of such companies or any of their respective associates (as defined in the GEM Listing Rules).

Keen Billion upon the transfer of the shares or equity interest of the Entities, will directly hold each of the Entities. Each of the Entities is principally engaged in conducting content aggregation and wireless value-added services such as ringtone and picture/logo download and SMS to mobile users in greater China region.

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LETTER FROM THE BOARD

The Seller and their ultimate beneficial owners are independent third parties, not connected with the Company and its subsidiaries, any directors, chief executive, substantial shareholders and management shareholders of such companies or any of their respective associates (as defined in the GEM Listing Rules).

Based on the information (prepared on a pro-forma consolidated Hong Kong GAAP basis) provided by Keen Billion, the value of net tangible assets of Keen Billion as at 31st December, 2002 was US$541,237. Also based on the same information, Keen Billion’s net loss before taxation and extraordinary items and net loss after taxation and extraordinary items are both US$157,926 respectively for the year ended 31st December, 2001 and the net profit before taxation and extraordinary items and net profit after taxation and extraordinary items are US$398,553 and US$352,320 respectively for the year ended 31st December, 2002.

After Closing, Keen Billion becomes an indirect wholly owned subsidiary of the Company.

5. REASONS FOR THE TRANSACTION

The Directors are of the view that the Agreement will benefit the Company for the following reasons:

• The Company can strengthen its participation in the provision of mobile value-added service in the PRC, a large and rapidly growing market, and expand its coverage in the geographic regions of Hong Kong and Taiwan.

• The Company can strengthen its product line in the mobile value-added service in the areas of ringtone, logo, wallpaper and java game downloads.

• The business model of the HKC Group will broaden and strengthen the revenue stream of the Company.

The Directors believe that the terms of the Agreement are fair and reasonable so far as the Company and the Shareholders are concerned, and that the acquisition of the Shares by CDC Global is in the interests of the Company.

6. FINANCIAL EFFECT OF THE ACQUISITION AND THE OPTION TO THE GROUP

Upon Closing, the Directors expect that there will be a positive contribution to the future earnings of the HKC Group from Closing and there will be no material impact on the assets and liabilities of the HKC Group.

7. GENERAL

The transaction contemplated under the Agreement constitutes a discloseable transaction of the Company under the GEM Listing Rules. On 5th August, 2003, the board announced the entering into of the Agreement. This circular is to provide additional information relating to the Agreement.

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LETTER FROM THE BOARD

8. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

By Order of the Board hongkong.com Corporation Chan Kai Yu, Rudy Chief Executive Officer

– 11 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors jointly and severally 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:

• (a) the information contained in this circular is accurate and complete in all material respects and not misleading;

• (b) there are no other matters the omission of which would make any statement in this circular misleading; and

• (c) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

2. DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES

As at the Latest Practicable Date, the interest or short position of each of the Directors, chief executives and their associates in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance) (“SFO”) as required to be recorded in the register maintained by the Company pursuant to section 352 of SFO, to be entered in the register referred to therein, or which were required pursuant to Rules 5.40 to 5.58 of the GEM Listing Rules, to be notified to the Company and the Stock Exchange, were as follows:

(A) The Company

Long positions in ordinary shares and the underlying shares of equity derivatives

			Nature of
		Number of	Interests/	Appropriate
	Number	underlying	Holding	percentage of
Name of Directors	of shares	shares	Capacity	interests (%)
Ch’ien Kuo Fung, Raymond	3,274,000	17,000,000	Personal/	0.49%
			beneficiary
Chan Kai Yu, Rudy	3,416,000	94,000,000	Personal/	2.36%
			beneficiary
Chou Kei Fong, Silas	–	2,600,000	Personal/	0.06%
			beneficiary
Wang Cheung Yue, Fred	–	2,000,000	Personal/	0.05%
			beneficiary

– 12 –

APPENDIX

GENERAL INFORMATION

			Nature of
		Number of	Interests/	Appropriate
	Number	underlying	Holding	percentage of
Name of Directors	of shares	shares	Capacity	interests (%)
Wong Sin Just	–	4,100,000	Personal/	0.10%
			beneficiary
Yip Hak Yung, Peter	3,416,000	–	Corporate	0.09%
			(note 1)
Yip Hak Yung, Peter	–	12,400,000	Personal/	0.29%
			beneficiary
Zhou Shun Ao	5,000,000	8,400,000	Personal/	0.32%
			Beneficiary
Kwok Yee Leen, Elaine	–	1,500,000	Personal/	0.04%
			beneficiary

Note:

• (1) These shares were beneficially owned by Asia Internet Holdings Limited in which Mr. Yip Hak Yung, Peter is deemed to be entitled to exercise, or control the exercise of, one third or more of the voting power of general meetings and, accordingly Mr. Yip has an interest in such shares under the SFO.

Options to subscribe for ordinary shares in the Company

			Number of share
			options outstanding
		Exercise	as at the Latest
Name of Directors	Date of grant	price	Practicable Date
		HK$
Ch’ien Kuo Fung, Raymond	9th March, 2000	1.880	10,000,000
	10th April, 2001	0.286	*3,000,000
	5th June, 2003	0.626	4,000,000
Chan Kai Yu, Rudy	9th March, 2000	1.880	60,000,000
	5th October, 2000	0.582	10,000,000
	10th April, 2001	0.286	20,000,000
	5th June, 2003	0.626	4,000,000
Chou Kei Fong, Silas	9th March, 2000	1.880	1,000,000
	10th April, 2001	0.286	600,000
	5th June, 2003	0.626	1,000,000

– 13 –

APPENDIX

GENERAL INFORMATION

			Number of share
			options outstanding
		Exercise	as at the Latest
Name of Directors	Date of grant	price	Practicable Date
		HK$
Wang Cheung Yue, Fred	5th June, 2003	0.626	2,000,000
Wong Sin Just	9th March, 2000	1.880	1,000,000
	10th April, 2001	0.286	600,000
	5th June, 2003	0.626	2,500,000
Yip Hak Yung, Peter	9th March, 2000	1.880	6,000,000
	10th April, 2001	0.286	2,400,000
	5th June, 2003	0.626	4,000,000
Zhou Shun Ao	9th March, 2000	1.880	6,000,000
	10th April, 2001	0.286	2,400,000
Kwok Yee Leen, Elaine	5th June, 2003	0.626	1,500,000

• Out of the 4,000,000 share options granted on 10th April, 2001, Dr. Ch’ien Kuo Fung, Raymond exercised his right to subscribe for 1,000,000 shares at a subscription price of HK$0.286 per share on 13th June, 2003 and registered such shares under the name of HKSCC Nominees Limited.

Notes:

1. All the above outstanding share options may be exercised in accordance with the terms of the relevant share option schemes at any time during the period commencing from one year after the date of grant and ending 10 years after the date of grant of the share options. The consideration for the grant was HK$1.00. These share options vest over a period of four years commencing on the first anniversary at the date of grant.

2. Save as disclosed above, none of the share options were exercised or lapsed as at the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX

(B) Associated Corporation

Long positions in Class A common shares in chinadotcom corporation and the underlying shares of equity of derivatives

			Nature of
		Number of	interests/	Appropriate
	Number	underlying	Holding	percentage of
Name of Directors	of shares	shares	Capacity	interests (%)
Ch’ien Kuo Fung, Raymond	921,773	996,667	Personal/	1.92%
			beneficiary
Chan Kai Yu, Rudy	–	125,265	Personal/	0.13%
			beneficiary
Yip Hak Yung, Peter	16,577,905	2,381,442	Interest of	18.95%
			children or
			spouse
			(note 1)
Yip Hak Yung, Peter	–	90,000	Personal/	0.09%
			beneficiary
Zhou Shun Ao	17,794	108,000	Personal/	0.13%
			beneficiary
Zhou Shun Ao	–	120,000	Corporate	0.12%
			(note 2)
Kwok Yee Leen, Elaine	–	36,500	Personal/	0.04%
			beneficiary

Notes:

• (1) These shares and share options are held under the name of Asia Pacific Online Limited (“APOL”), 1 share in APOL representing 50% of its issued share capital, is owned by the spouse of Mr. Yip Hak Yung, Peter. The remaining 50% of APOL is owned by a trust established for the benefit of Mr. Yip’s spouse and his children under the age of 18.

• (2) These share options were granted to Golden Tripod Technology Limited in which Mr. Zhou Shun Ao is deemed to be entitled to exercise, or control the exercise of, one third or more of the voting power of general meetings and, accordingly Mr. Zhou has an interest in such shares options under the SFO.

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APPENDIX

GENERAL INFORMATION

Options to subscribe for Class A common shares in chinadotcom corporation

				Number of
				share options
				outstanding as
				at the Latest
			Exercise	Practicable
Name of Directors	Date of grant	Option Exercise period	price	Date
			US$
Ch’ien Kuo Fung, Raymond	22nd June, 1999	Note (1)	3.3750	66,667
	17th October, 2000	Note (3)	6.8125	100,000
	9th January, 2001	Note (2)	4.2813	30,000
	27th April, 2001	Note (3)	2.7400	400,000
	13th July, 2001	Note (3)	2.9700	400,000
Chan Kai Yu, Rudy	15th November, 1999	Note (4)	14.5000	38,000
	15th April, 2000	25th February, 2001	14.2375	4,500
		to 14th April, 2005
	29th July, 2000	Note (5)	15.7500	4,500
	17th October, 2000	25th November, 2000	6.8125	8,265
		to 14th November, 2009
	11th July, 2001	Note (3)	2.3810	70,000
				Note (8)
Yip Hak Yung, Peter	22nd June, 1999	Note (1)	3.3750	60,000
	12th July, 1999	Note (1)	5.0000	*1,881,442
	9th January, 2001	Note (2)	4.2813	30,000
	6th June, 2002	Note (2)	2.8200	*200,000
	3rd June, 2003	30th June, 2003	4.9500	*200,000
		to 2nd June, 2013
	16th June, 2003	16th September, 2003	5.1600	*100,000
		to 15th June, 2013
Zhou Shun Ao	22nd June, 1999	(Note 1)	3.3750	**120,000
	15th April, 2000	15th January, 2001	14.2375	9,000
		to 14th April, 2005
	29th July, 2000	Note (7)	15.7500	9,000
	20th October, 2000	Note (3)	8.1250	60,000
	9th January, 2001	Note (2)	4.2813	30,000
Kwok Yee Leen, Elaine	11th September, 2002	Note (1)	2.0600	12,500
	11th October, 2002	Note (3)	1.9500	10,000
	16th June, 2003	Note (1)	5.1600	9,000
	16th June, 2003	16th September, 2003	5.1600	5,000
		to 15th June, 2013

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GENERAL INFORMATION

APPENDIX

• These share options were granted to APOL.

• ** These share options were granted to Golden Tripod Technology Limited in which Mr. Zhou Shun Ao is deemed to be entitled to exercise, or control the exercise of, one third or more of the voting power of general meetings and, accordingly Mr. Zhou has an interest in such options under the SFO.

Notes:

• (1) One year after the date of grant to the year ending 10 years after the grant date.

• (2) From the date of grant to the year ending 10 years after that date.

• (3) Three months after the date of grant to the year ending 10 years after the grant date.

• (4) From 25th November, 2000 to the year ending 10 years after the grant date.

• (5) From 25th February, 2001 to the year ending 10 years after the grant date.

• (6) From 17th July, 2001 to the year ending 10 years after the grant date.

• (7) Six months after the date of grant to the year ending 10 years after the grant date.

• (8) Mr. Chan Kai Yu, Rudy exercised his right to subscribe for 10,000 Class A common shares during the year 2002 and the balance is now 70,000.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, chief executives and their associates had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations.

3. INTEREST AND SHORT POSITIONS OF SHAREHOLDERS

So far as is known to any Director or chief executive of the Company, as at the Latest Practicable Date, the persons/companies (not being a Director or chief executive of the Company) who have interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO are as follows:

			Percentage of
			issued share
Name	Number of shares	Capacity	capital
chinadotcom corporation	3,361,828,000	Beneficial owner	81.31%

Saved as disclosed above, as at the Latest Practicable Date, the Directors are not aware of any other person who has an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is interested in 5% or more of the Company’s issued share capital.

4. LITIGATION

As at the Latest Practicable Date, no member of the HKC Group was engaged in any litigation or arbitration of material importance and there was no litigation, arbitration or claim of material important known by the Directors to be pending or threatened against any member of the HKC Group.

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GENERAL INFORMATION

APPENDIX

5. SERVICE CONTRACTS

Each of the Executive Directors has entered into a service agreement with the Company. Save for the service agreements with Messrs. Zhou Shun Ao, Chan Kai Yu, Rudy and Ms. Kwok Yee Leen, Elaine, all the service agreements are for an initial term of two years commencing 25th November, 1999, which will continue thereafter for such further term (if any) unless terminated by either party by three months’ prior written notice. As at the Latest Practicable Date, none of these service agreements had been terminated by either party. Each of Messrs. Zhou Shun Ao and Chan Kai Yu, Rudy, both entered into service agreements with the Company for an initial term of two years commencing 7th December, 1999 and 3rd February, 2000 respectively, which will continue thereafter for such further term (if any) unless terminated by either party by three months’ prior written notice. As at the Latest Practicable Date, none of these service agreements had been terminated by either party. Ms. Kwok Yee Leen, Elaine entered into service agreement with the Company for an initial term of two years commencing 30th January, 2003, which will continue thereafter for such further term (if any) unless terminated by either party by three months’ prior written notice. During the year 31st December, 2001, the Board of Directors of the Company resolved that following the initial two years’ set term of office of the Executive Directors, each Executive Director should retire from office subject to rotational retirement provisions in accordance with the Company’s articles of association and each of the Executive Directors of the Company accepted such variation in their respective service agreements.

Apart from the foregoing, no Director has a service contract with the Company in respect of his service to the Company in the capacity of a director which is not determinable by the Company within one year without payment of compensation other than statutory compensation.

6. COMPETING INTEREST

As at the Latest Practicable Date, so far as the Directors are aware of, none of themselves or the management shareholders of the Company (as defined in the GEM Listing Rules) or their respective associates had any interest in a business which competes or may compete with the business of the HKC Group.

7. GENERAL

• (a) The head office and principal place of business of the Company is at 34/F., Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong. The Hong Kong branch share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong.

• (b) The compliance officer and company secretary of the Company is Ms. Kwok Yee Leen, Elaine, an executive Director. Ms. Kwok is a member of the American Institute of Certified Public Accountants and the Hong Kong Society of Accountants.

• (c) The qualified accountant of the Company is Mr. Chan Wai Sze, Francis. Mr. Chan is a member of the Association of Certified Chartered Accountants and the Hong Kong Society of Accountants.

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GENERAL INFORMATION

APPENDIX

• (d) The Company has established an audit committee with written terms of reference in compliance with Rules 5.23 to 5.24 of the GEM Listing Rules. The primary duties of the audit committee are to review the Company’s annual reports and accounts, half-yearly reports and quarterly reports and to provide advice and comments thereon to the Directors. The audit committee comprises three independent non-executive Directors, namely Mr. Wong Sin Just, Mr. Chou Kei Fong, Silas and Mr. Wang Cheung Yue, Fred and an executive director, Mr. Yip Hak Yung, Peter. Mr. Wong Sin Just is the chairman of the audit committee.

Mr. Wong Sin Just possesses over 11 years of investment banking and finance experience and has held positions with a number of premier international investment banks. Prior to establishing e2-Capital Limited (now renamed as OpenIBN (HK) Limited), Mr. Wong was the managing director and the head of Equity Capital Markets at BNP Prime Peregrine Securities Limited. Mr. Wong is executive co-chairman and acting chief executive officer of E2-Capital (Holdings) Limited, executive director and chief executive officer of Softbank Investment International (Strategic) Limited and an independent non-executive director of Capital Strategic Investment Limited.

Mr. Chou Kei Fong, Silas is a director of Novel Holdings (BVI) Limited and Novel Enterprises Limited, a vertically integrated textile and apparel manufacturer. Mr. Chou is co-chairman of Tommy Hilfiger Corporation, a leading sportswear design and marketing company listed on the New York Stock Exchange in the US and chairman of Novel Denim Holdings Limited, a manufacturer of denim and chino garments and fabric, listed on the US NASDAQ National Market. Besides, Mr. Chou has since July 2000 served as co-chairman of Asprey & Garrard Limited, a designer and manufacturer of luxury goods in London and the British Crown Jeweller.

Mr. Wang Cheung Yue, Fred has been a director of Salon Films (Hong Kong) Limited since 1970. With over 30 years of film production experience, Mr. Wang has worked with various major Hollywood film and television companies in setting projects in Asia, including Hawaii Five-O, Shogun, Noble House, etc. Since 1985, Mr. Wang has been involved with various investment groups including Unifund S.A., a prominent investment fund company based in Geneva, the Anglo Chinese Group in Hong Kong, and the Pan Asia Development Corporation. Mr. Wang is a member of the Hong Kong Trade Development Council Media and Communications Services Advisory Committee and an advisor of the China Film Foundation expert committee.

Mr. Yip Hak Yung, Peter is a director and chief executive officer of chinadotcom corporation. Mr. Yip has international experience as an entrepreneur in the media and telecommunications industries and was the main force in listing chinadotcom corporation, Asia’s first Internet company on NASDAQ (NASDAQ: CHINA).

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