Sino Splendid Holdings Limited - Proxy Solicitation & Information Statement 2004

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)

(Stock Code: 8006)

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF GROUP TEAM INVESTMENTS LIMITED

Independent Financial Adviser to the Independent Board Committee

Core Pacific-Yamaichi Capital Limited

A letter from the Board is set out on pages 5 to 13 of this circular and a letter from the Independent Board Committee containing its recommendation in respect of the transaction is set out on pages 14 and 15 of this circular. A letter from Core Pacific-Yamaichi Capital Limited containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 22 of this circular.

A notice convening an extraordinary general meeting of the Company to be held at 34th Floor, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong on 18 August 2004 at noon is set out on pages 36 and 37 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not prevent shareholders of the Company from attending and voting in person at the extraordinary general meeting or any adjourned meeting thereof if they so wish.

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.

* for identification purpose only

29 July 2004

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.

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	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Letter from Core Pacific-Yamaichi Capital Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix I – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Appendix II – Procedures for Demanding a Poll at Extraordinary General Meeting . . . .	35
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36

– ii –

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.;

“2004 Actual Net Income”

means the Net Income for the fiscal year 2004, as reflected on the pro forma consolidated net income statement included in the 2004 Financial Statements. For the purpose of this definition and the immediate next definition, “Net Income” means pro forma consolidated net income after all costs and expenses, charges, provisions, depreciation and amortization, interest, extraordinary items, taxes and minority interests of Group Team, its subsidiaries or affiliates (as identified in the Previous Agreement) and Beijing He He calculated in accordance with the GAAP;

“2005 Actual Net Income”

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

“2004 Financial Statements”

means the pro forma consolidated financial statements of Group Team, its subsidiaries or affiliates and Beijing He He for the year ending and as of 31 December 2004, including the audited balance sheets of each of such entities 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 international independent public accounting firm mutually acceptable to Group Team and CDC International;

“2005 Financial Statements”

means the pro forma consolidated financial statements of Group Team, its subsidiaries or affiliates and Beijing He He for the year ending and as of 31 December 2005, including the audited balance sheets of each of such entities 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 international independent public accounting firm mutually acceptable to Group Team and CDC International;

– 1 –

DEFINITIONS

“Acquisition”	means CDC Mobile IVR has conditionally agreed to acquire from
	CDC International the operations of Beijing He He through the
	acquisition of 100% of the entire issued and outstanding share
	capital in Group Team for the aggregate consideration of no more
	than US$60,000,000;
“Agreement”	means the share purchase agreement entered into between CDC
	Mobile IVR and CDC International dated 5 July 2004;
“associates”	has the meaning ascribed to it in the GEM Listing Rules;
“Beijing He He”	means Beijing He He Technology Company Limited (北京和合
	盛視科技有限公司), a company established under the laws of
	PRC;
“CDC International”	means CDC International Mobile Limited, a company incorporated
	in the British Virgin Islands;
“CDC Mobile IVR”	means CDC Mobile IVR Corporation, a company incorporated in
	the British Virgin Islands;
“chinadotcom Mobile”	means chinadotcom Mobile Interactive Corporation, a company
	incorporated in the Cayman Islands;
“CDC Shares”	means the class A common shares of chinadotcom corporation
	with par value US$0.00025 per share;
“China M Interactive”	means China M Interactive (BVI) Limited, a company incorporated
	in the British Virgin Islands;
“Closing”	means the closing of the Agreement;
“Company”	means hongkong.com Corporation, a company incorporated in the
	Cayman Islands, the shares of which are listed on GEM;
“Company Shareholders”	means the registered holders of the ordinary shares of the
	Company, par value HK$0.10 per share.
“Directors”	mean the directors of the Company;
“Double Keen”	means Double Keen Limited, a company incorporated in the British
	Virgin Islands;
“Extraordinary General	means the extraordinary general meeting of the Company convened
Meeting” or “EGM”	to be held at noon on 18 August 2004 to consider and, if thought
	fit, approve the Agreement and the Acquisition;

– 2 –

DEFINITIONS

“GAAP”	means generally accepted accounting principles of the U.S.;
“GEM”	means the Growth Enterprise Market of the Stock Exchange;
“GEM Listing Rules”	means The Rules Governing the Listing of Securities on GEM;
“Group”	means the Company and its subsidiaries;
“Group Team”	means Group Team Investments Limited, a company incorporated
	in the British Virgin Islands;
“Independent Board Committee”	means the independent board committee comprising Mr. Wong
	Sin Just, Mr. Wang Cheung Yue, Fred and Mr. Chia Kok Onn,
	each being an independent non-executive director of the Company,
	solely appointed for the purpose of advising the Independent
	Shareholders in respect of the Acquisition;
“Independent Shareholders”	means the independent shareholders as defined in Rule 20.10(5)
	of the GEM Listing Rules;
“IVR”	means interactive voice response service which is a category of
	mobile value-added services in the PRC that allows users to access
	pre-recorded information from their mobile telephone by dialing
	access telephone numbers, and to interact with each other in chat-
	rooms and through one-on-one dating communications services;
“Latest Practicable Date”	22 July 2004, 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;
“MVAS”	means mobile value added services;
“Newpalm (China)”	means Newpalm (China) Information Technology Co. Ltd. (掌中
	萬維（中國）信息科技有限公司);
“PRC”	means the People’s Republic of China;
“Previous Agreement”	means the share purchase agreement made between Group Team,
	Beijing He He, Easybay Management Inc., Lu Dong, Chen Hang,
	Jane Jin, chinadotcom Mobile Interactive Corporation (only with
	respect to certain sections of the Previous Agreement) and CDC
	International, dated as of 25 February 2004;
“RMB”	means Renminbi, the legal currency of the PRC;

– 3 –

DEFINITIONS

“Second Installment”

“Shares”

“SMS”
“Stock Exchange”
“Third Installment”

“U.S.” or “US”

means the payment to be made as the second installment of the consideration payable by CDC International to the previous shareholders of Group Team under the Previous Agreement within 20 business days of the certification by the board of directors of Group Team of the 2004 Financial Statements the amount of which shall be equal to the product of 2004 Actual Net Income multiplied by 9.9 multiplied by 50%. The Second Installment shall be payable to the previous shareholders of Group Team in a combination of 70% in cash and 30% in CDC Shares, alternatively, the Purchaser shall have the option to pay for the entire amount or part of the Second Installment in cash subject to the mutual agreement of the Sellers;

means 1,500 ordinary shares of Group Team of par value US$1.00 per share, representing 100% of the total issued and outstanding share capital of Group Team;

means short message service;

means the Stock Exchange of Hong Kong Limited;

means the payment to be made as the third installment of the consideration payable by CDC International to the previous shareholders of Group Team under the Previous Agreement within 20 business days of the certification by the board of directors of Group Team of the 2005 Financial Statements the amount of which shall be equal to the product of 2005 Actual Net Income multiplied by 9.9 multiplied by 15%. The Third Installment shall be payable to the previous shareholders of Group Team in a combination of 50% in cash and 50% in CDC Shares or listed shares of chinadotcom Mobile if its shares are successfully listed on Nasdaq National Market on or before 30 June 2004, alternatively, the Purchaser shall have the option to pay for the entire amount or part of the Third Installment in cash subject to the mutual agreement of the Sellers; and

means the United States of America.

– 4 –

LETTER FROM THE BOARD OF DIRECTORS

HONGKONG.COM CORPORATION 香港網國際網絡公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8006)

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

29 July 2004

To the Company Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

1. INTRODUCTION

The Company announced on 7 July 2004 that CDC Mobile IVR, a British Virgin Islands company and an indirect wholly owned subsidiary of the Company, entered into an agreement with CDC International, dated as of 5 July 2004, pursuant to which CDC Mobile IVR will acquire from CDC International the operations of Beijing He He by purchasing from CDC International all the Shares of Group Team for a consideration of no more than US$60,000,000. Double Keen, a wholly owned subsidiary of Group Team, beneficially holds the entire equity interests in Beijing He He, a PRC company engaged in providing entertainment-related mobile value-added services on its SMS and IVR platforms connected to China Mobile’s and China Unicom’s networks. On 20 April 2004, CDC International completed the acquisition of the Shares pursuant to the Previous Agreement made between CDC International, the previous shareholders of Group Team and other parties identified therein, dated 25 February 2004.

* for identification purpose only

– 5 –

LETTER FROM THE BOARD OF DIRECTORS

CDC International is a direct wholly owned subsidiary of chinadotcom Mobile. chinadotcom Mobile is the parent company of China M Interactive, the substantial shareholder of the Company. CDC International is regarded as an associate of China M Interactive and a connected person of the Company under the GEM Listing Rules.

The Acquisition contemplated under the Agreement constitutes a discloseable and connected transaction of the Company under Rule 19.06(2) and Rule 20.13(1) of the GEM Listing Rules. As each of the percentage ratios is less than 25% and the total consideration exceeds HK$10,000,000, hence, the Acquisition is subject to, among other things, the approval of the Independent Shareholders of the Company under Rule 20.18 of the GEM Listing Rules.

An Independent Board Committee has been formed to advise the Independent Shareholders on the terms of the Agreement and the Acquisition. Core Pacific-Yamaichi Capital Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Agreement and the Acquisition are fair and reasonable so far as the Independent Shareholders are concerned.

The purposes of this circular are:

(i) to provide you with further details of the Agreement and the Acquisition;
(ii) to set out the recommendations from the Independent Board Committee and the advice of Core Pacific-Yamaichi Capital Limited to the Independent Board Committee and the Independent Shareholders on the terms of the Agreement and the Acquisition; and
(iii) to give the Shareholders notice of the Extraordinary General Meeting to be convened for the purpose of considering and, if thought fit, approve the terms of the Agreement and the Acquisition.

2. THE AGREEMENT

Date

5 July 2004

Parties

CDC Mobile IVR, a company established under the laws of the British Virgin Islands and an indirect wholly-owned subsidiary of the Company.

CDC International, a company established under the laws of the British Virgin Islands and a wholly-owned subsidiary of chinadotcom Mobile.

– 6 –

LETTER FROM THE BOARD OF DIRECTORS

Subject Matter

Subject to the terms and conditions of the Agreement, CDC Mobile IVR will purchase from CDC International the Shares. Group Team is the only investment of CDC International. Group Team controls the operations of Beijing He He, a company established in the PRC engaged in providing the entertainment-related mobile value-added services on its SMS and IVR platforms connected to China Mobile’s and China Unicom’s networks.

Interest to be Acquired

At the Closing, the Company will indirectly hold 100% of the entire share capital of Group Team, and through Group Team, acquire the control of the operations of Beijing He He. The following reflects the corporate structure of the Company before and after the Acquisition.

Shareholding structure before acquisition of Group Team:

==> picture [422 x 300] intentionally omitted <==

----- Start of picture text -----

chinadotcom corporation
100%
chinadotcom Mobile
100% 100%
China M Interactive CDC International
81.28% 100%
The Company Group Team
100% 100%
hongkong.com Limited Double Keen
100% 100%
CDC Mobile IVR Beijing He He
----- End of picture text -----

– 7 –

LETTER FROM THE BOARD OF DIRECTORS

Shareholding structure after acquisition of Group Team:

==> picture [422 x 453] intentionally omitted <==

----- Start of picture text -----

chinadotcom corporation
100%
chinadotcom Mobile
100% 100%
China M Interactive CDC International
81.28%
The Company
100%
hongkong.com Limited
100%
CDC Mobile IVR
100%
Group Team
100%
Double Keen
100%
Beijing He He
----- End of picture text -----

Consideration

The amount of the consideration to CDC International by CDC Mobile IVR under the Agreement will be no more than US$60,000,000, calculated and payable in the following manners:

(a) US$9,600,000 in cash as the first installment upon Closing (the “First Installment”);
(b) such amount in cash as the second installment equal to the Second Installment actually paid by CDC International under the Previous Agreement within 5 business days upon certification in writing by CDC International of the completion of the payment of the Second Installment; and

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LETTER FROM THE BOARD OF DIRECTORS

(c) such amount in cash as the third installment equal to the Third Installment actually paid by CDC International under the Previous Agreement within 5 business days upon certification in writing by CDC International of the completion of the payment of the Third Installment.

In no event shall the aggregate total amount of the consideration payable by CDC Mobile IVR to CDC International under the Agreement exceed US$60,000,000.

Specifically, based on a price/earning formula provided under the Previous Agreement, the actual amount of the second installment will be equal to the product of 2004 Actual Net Income multiplied by 9.9 multiplied by 50% and the actual amount of the third installment shall be equal to the product of 2005 Actual Net Income multiplied by 9.9 multiplied by 15%. This price/earning formula was determined according to market information used in comparable transactions and was arrived at after arm’s length commercial negotiations between the parties.

Conditions

(a) The independent non-executive directors of the Company shall have approved the Agreement and the Acquisition.
(b) The Independent Shareholders of the Company shall have approved the Agreement and the Acquisition pursuant to Rule 20.52 and Rule 20.54 of the GEM Listing Rules.
(c) Details of the Acquisition shall be disclosed in the Company’s next published annual report and accounts as required by the GEM Listing Rules.

Completion

Subject to the fulfillment of the conditions in (a) and (b) above, the Closing shall take place within 3 business days after such conditions are fulfilled.

3. BUSINESS OF THE GROUP

The Group currently operates as a PRC-based mobile value-added service provider, Newpalm (China), Internet portals under the domain names of www.hongkong.com and www.china.com, a Singaporebased travel-trade publishing company, TTG Asia Media Pte Ltd. and two PRC-based ticketing system and software companies collectively referred to as Times Software. Through the Group’s editorial team, technology platform and the cooperation with an extensive group of content providers, the Group offers a broad range of content value-added community services and e-commerce capabilities through online, offline and wireless media in Hong Kong and the PRC.

CDC Mobile IVR is a company incorporated in the British Virgin Islands and an indirect wholly owned subsidiary of the Company. It is an investment holding company.

– 9 –

LETTER FROM THE BOARD OF DIRECTORS

CDC International is a wholly owned subsidiary of chinadotcom Mobile. chinadotcom Mobile is the parent company of China M Interactive, the substantial shareholder of the Company. CDC International acquired the Shares of Group Team in April 2004 and currently holds all the issued and outstanding share capital of Group Team.

Group Team does not have historical financial records, because it was a newly incorporated holding company established on 8 January 2004 merely for controlling Beijing He He’s operations as its sole business. Beijing He He is a mobile value-added service provider in the PRC with direct connectivity IVR platform with China Mobile. It is principally engaged in the business of providing mobile valueadded services in the PRC and has licenses to conduct SMS, IVR and ringbacktone business. It has established an exclusive partnership with China’s state-owned national TV station through Beijing Yang Shi Information Technology Co. Ltd., a PRC interactive media service provider that partners with such national TV station, to provide MVAS products to China Mobile’s users with respect to certain selected popular channels and programmes. Beijing He He is a relatively new company and the IVR services provided by it are also new to the market and potential users. As such, the acceptability of the IVR services to the market as well as its sustainability is yet to be established. Competition is expected to increase as more new service providers will enter this fast growing market. However, the first mover advantage of Beijing He He should provide it with a competitive edge over its competitors given its major player position and brand name.

The latest net asset value of Group Team equals to the net asset value of Beijing He He as of 1 May 2004 which was US$2,439,329. As a new technology company, Beijing He He is exempted from income tax in the first three years from 9 September 2003 to 31 December 2005. The audited amount of its revenue for the period from 9 September 2003 (date of incorporation) to 31 December 2003 under GAAP was RMB8.6 million. The audited amount of its net income before and after tax for the same period was RMB3.4 million.

The Directors (other than the Independent Board Committee, whose views are set out in “Letter from the Independent Board Committee” set out in this circular) are of the view that the Agreement was arrived at after arm’s length negotiation, in the best interests of the Company and are fair and reasonable as far as the Independent Shareholders are concerned. The Directors consider that the consideration was fair and reasonable in light of the current market value of the purchased shares of Group Team.

4. REASONS FOR THE INVESTMENT

The Directors are of the view that the Acquisition contemplated under the Agreement will benefit the Group for the following reasons:

Beijing He He is one of the five first movers in having direct IVR platform connectivity to China Mobile in the PRC.
The operations of Beijing He He complements Newpalm (China)’s lack of strengths in media partnership, IVR and ringbacktone platform.

– 10 –

LETTER FROM THE BOARD OF DIRECTORS

By eliminating regulatory restrictions on connected transactions, the acquisition by the Group of the operations of Beijing He He will facilitate more cooperation between Newpalm (China) and Beijing He He in developing, promoting and providing mobile value-added services.
Newpalm (China)’s existing customers base and distribution channel can be leveraged to expand the market share of Beijing He He’s IVR and other MVAS products.

5. GEM LISTING RULES REQUIREMENTS

CDC International is wholly owned by chinadotcom Mobile. chinadotcom Mobile is the parent company of China M Interactive, the substantial shareholder of the Company and is regarded as an associate of China M interactive and a connected person of the Company under Rule 20.11 of the GEM Listing Rules. Thus, the Acquisition constitutes a discloseable and connected transaction of the Company under Rule 19.06(2) and Rule 20.13(1) of the GEM Listing Rules. Pursuant to the GEM Listing Rules, the Acquisition is subject to the reporting, announcement and the Independent Shareholders’ approval requirements.

This circular containing further details of the Agreement, the recommendation of the independent board committee, the advice of the independent financial advisers and the relevant notices to convene an extraordinary general meeting of the Company will be sent to the shareholders of the Company within 21 days after the publication of the announcement on 8 July 2004. China M Interactive and its associates who have a material interest in the Acquisition will have to abstain from voting at the extraordinary general meeting of the Company. Save as disclosed herein, to the knowledge of the Directors, there is no other shareholder who has a material interest in the Acquisition and will have to abstain from voting at the extraordinary general meeting of the Company.

6. EXTRAORDIINARY GENERAL MEETING

Set out on pages 36 and 37 of this circular is a notice convening the EGM to be held at 34th Floor, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong on 18 August 2004 at noon at which an ordinary resolution will be proposed to the Independent Shareholders to consider and, if thought fit, to approve the terms of the Agreement and the Acquisition. The vote of the Independent Shareholders at the EGM will be taken by poll pursuant to the GEM Listing Rules. An announcement will be made in respect of the results of the poll.

At the EGM, China M Interactive and its associates, holding in aggregate 3,361,828,000 ordinary shares of the Company, representing approximately 81.28% of the issued share capital of the Company as at the Latest Practicable Date, will abstain from voting in respect of the resolution to approve the terms of the Agreement and the Acquisition.

A form of proxy for use at the EGM is enclosed with this circular, whether or not you are able to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible, but in any event not less than 48 hours before the time

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LETTER FROM THE BOARD OF DIRECTORS

appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting in person at the EGM or any adjourned meeting thereof if you so wish.

7. FINANCIAL EFFECT OF THE TRANSACTION

Since the results of Group Team will be consolidated into the Group’s results upon completion of the Transaction, the Transaction will have the following effects on the net tangible asset value, earnings and cash flow position of the Group:

Net Tangible Assets

Following the completion of Acquisition of Group Team, which holds 100% interest in Beijing He He, Beijing He He will become an indirect wholly-owned subsidiary of the Company, and its financials will be consolidated into the financial statements of the Group. Based on the audited accounts of the Group and Group Team as at 31 December 2003, the net tangible assets of the Group and Group Team were HK$1,034,168,000 and HK$12,683,000, respectively. The net tangible assets of the Group will be reduced after the payment of the First Installment of US$9,600,000 (approximately HK$74,880,000) for the Acquisition of Group Team upon completion.

Since the amount of the First Installment of US$9,600,000 (approximately HK$74,880,000) is significantly higher than the audited net tangible assets of Beijing He He of approximately RMB13,444,000 (approximately HK$12,683,000) as at 31 December 2003, a goodwill will arise immediately upon completion of the Acquisition. Since the Second Installment and Third Installment for the Acquisition will be paid and vary based on 2004 Actual Net Income and 2005 Actual Net Income respectively, the goodwill arising from the Acquisition may increase upon payments of the Second Installment and Third Installment, and the net tangible asset value of the Group upon payments of the Second Installment and Third Installment may be further reduced.

Earnings

Beijing He He has a profit track record. It posted an audited net profit of RMB3,444,000 for the period from 9 September 2003 to 31 December 2003 and unaudited net profit of RMB9,019,000 for the five months ended 31 May 2004. The Acquisition is expected to provide profit contribution to the Group (before taking into account the amortization charge of goodwill that may arise for the period as a result of the Acquisition).

Under the current accounting policy of the Group, the maximum period to treat the amortization of goodwill is 20 years. The annual amortization charge may increase as a result of the probable increase in goodwill upon the payments of the Second Installment and Third Installment for the Acquisition in 2005 and 2006 respectively. Such amortization charge is expected to reduce the effect of the net profit contribution from Group Team to the Group. However, it should be noted that the amortization charge is non-cash in nature and will not have effect on the cash flow of the Group.

– 12 –

LETTER FROM THE BOARD OF DIRECTORS

Cash flow

As aforementioned, the consideration for the Acquisition will be paid by three installments. The First Installment of US$9,600,000 (approximately HK$74,880,000) in cash will be paid by the Group upon Closing, which is expected in August 2004. Since the Acquisition is expected to be completed in August 2004, Group Team is expected to provide contribution to the Group for the last four months of 2004. The Acquisition will have a negative impact on cash outflow of the Group for 2004. In addition, the Second Installment and Third Installment will be paid based on 2004 Actual Net Income (being multiplied by 9.9 multiplied by 50%) and 2005 Actual Net Income respectively (being multiplied by 9.9 multiplied by 15%). The net cash and cash equivalent balance of the Group as at the end of 2005 and 2006 may also be reduced as a result of the Acquisition. Nevertheless, the Group is in a strong cash position, with short term investments of approximately HK$1,116,955,000 and cash and cash equivalents of approximately HK$137,154,000 as at 31 December 2003, to facilitate the Acquisition.

8. RECOMMENDATION

The Independent Board Committee, having taken into account the advice of Core Pacific-Yamaichi Capital Limited, considers that the terms of the Agreement and the Acquisition are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favor of the ordinary resolution to be proposed at the EGM to approve the terms of the Agreement and the Acquisition.

9. ADDITIONAL INFORMATION

The letter from the Independent Board Committee containing its recommendation is set out on pages 14 to 15 of this circular. The letter from Core Pacific-Yamaichi Capital Limited containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 22 of this circular.

Your attention is drawn to the letters from the Independent Board Committee and Core PacificYamaichi Capital Limited, and the information set out in the appendix of this circular.

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

– 13 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

HONGKONG.COM CORPORATION 香港網國際網絡公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8006)

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

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

29 July 2004

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF GROUP TEAM

We refer to the circular (the “Circular”) dated 29 July 2004 of hongkong.com Corporation, of which this letter forms a part. The terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

As independent non-executive Directors who are independent of the parties to the Agreement and do not have any interest in the Transaction, we have been appointed to form this Independent Board Committee to advise you as to whether, in our opinion, the terms of the Agreement and the Acquisition are fair and reasonable so far as the Independent Shareholders are concerned and in the interest of the Company Shareholders as a whole.

Core Pacific-Yamaichi Capital Limited has been appointed as the independent financial adviser to advise this Independent Board Committee and the Independent Shareholders on the fairness and reasonableness of the terms of the Agreement and the Acquisition.

We wish to draw your attention to the letter from the Board of Directors, as set out on pages 5 to 13 of the Circular, and the letter from Core Pacific-Yamaichi Capital Limited, as set out on pages 16 to 22 of the Circular, both of which provide details of the Agreement and the Acquisition. Having considered the advice rendered by Core Pacific-Yamaichi Capital Limited and the principal factors and reasons taken into consideration by it in arriving its advice, we are of the opinion that the terms of the Agreement and

* for identification purpose only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

the Acquisition are fair and reasonable as far as the Independent Shareholders are concerned and in the best interests of the Company and the Company Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favor of the ordinary resolution which will be proposed at the Extraordinary General Meeting to approve the terms of the Agreement and the Acquisition.

Your attention is drawn to the letters from the Board of Directors and the independent financial advisor set out in the Circular.

Yours faithfully

For and on behalf of the Independent Board Committee of hongkong.com Corporation

Wong Sin Just

Independent Non-Executive Director

Wang Cheung Yue, Fred Chia Kok Onn Independent Independent Non-Executive Director Non-Executive Director

– 15 –

LETTER FROM CORE PACIFIC-YAMAICHI CAPITAL LIMITED

The following is the full text of the letter of advice to the Independent Board Committee from Core Pacific-Yamaichi Capital Limited dated 29 July 2004 prepared for incorporation in this circular.

Core Pacific-Yamaichi Capital Limited

36th Floor, Cosco Tower Grand Millennium Plaza 183 Queen’s Road Central Hong Kong TEL: (852) 2826 0700 FAX: (852) 2537 5079 TELEX: 73747 YAMAH HX

29 July 2004

To the Independent Board Committee of

hongkong.com Corporation and Independent Shareholders

DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and Independent Shareholders to advise on whether the terms of the Agreement are fair and reasonable so far as the Independent Shareholders are concerned. Details of which are set out in the circular dated 29 July 2004 (the “Circular”) of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

As at the Latest Practicable Date, the Acquisition contemplated under the Agreement constitutes a discloseable and connected transaction of the Company under Rule 19.06(2) and Rule 20.13(1) of the GEM Listing Rules. As each of the percentage ratios is less than 25% and the total consideration exceeds HK$10,000,000, the Acquisition is subject to, among other things, the approval of the Independent Shareholders of the Company under Rule 20.18 of the GEM Listing Rules.

In formulating our opinion and recommendation, we have relied on the Directors to ensure that the information and facts supplied to us by the Company are true, accurate and complete. We have also relied on the information contained in the Circular and have assumed that the statements made were true, accurate and complete at the time they were made and continue to be true on the date of the Circular. We have also assumed that all statements of belief, opinion and intention made by the Directors in the Circular were reasonably made after due and careful enquiry and were based on honestly-held opinions. The Directors have confirmed that they take full responsibility for the contents of the Circular.

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LETTER FROM CORE PACIFIC-YAMAICHI CAPITAL LIMITED

We consider that we have reviewed sufficient information to reach an informed view and have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors. We have been advised by the Directors that no material facts have been withheld or omitted from the information provided and referred to in the Circular. We have not, however, carried out any independent verification of the information provided by the Company and the Directors, nor have we conducted any independent investigation into the business and affairs of the Group and Group Team.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendation as to the fairness and reasonableness of the terms of the Agreement, we have taken into consideration the following factors and reasons:

1. Background of the Group

The Group is principally engaged in the operation of (i) a PRC-based mobile value-added service provider, Newpalm (China); (ii) Internet portals under the domain names of www.hongkong.com and www.china.com; (iii) a Singapore-based travel-trade publishing company, TTG Asia Media Pte Ltd.; and (iv) two PRC-based ticketing system and software companies collectively referred to as Times Software. Through the Group’s editorial team, technology platform and cooperation with an extensive group of content providers, the Group offers a broad range of content value-added community services and e-commerce capabilities through online, offline and wireless media in Hong Kong and the PRC.

As stated in the annual report of the Company for the year ended 31 December 2003 (the “Annual Report”), the Group’s turnover, gross profit and net profit from ordinary activities attributable to shareholders of the Group were approximately HK$187,663,000, HK$141,762,000 and HK$105,143,000 respectively, representing an increase of approximately 244%, 478% and 287% respectively, over those of approximately HK$54,595,000, HK$24,504,000 and HK$27,139,000 respectively in the previous year. Based on the Annual Report, the newly acquired mobile value-added services provided by Newpalm (China) recorded a revenue of approximately HK$131.6 million (2002: Nil) which contributed approximately 70% to the Group’s turnover. We understand from the Directors that the strong performance of mobile value-added services is expected to continue and will be the key driver for profitability of the Group.

2. Terms of the Agreement

Information on Group Team and Beijing He He

Beijing He He is a company incorporated in the PRC on 9 September 2003. It is principally engaged in the business of providing mobile value-added services in the PRC and has licenses to operate SMS, IVR and ringbacktone businesses. Its SMS platform is connected to China Mobile’s and China Unicom’s networks whilst its IVR platform is connected to China Mobile’s network. CDC International is a wholly owned subsidiary of chinadotcom Mobile. chinadotcom Mobile is the parent company of China M Interactive, the substantial shareholder of the Company. CDC International is therefore regarded as an associated company of China M Interactive and a connected party of the Company under the GEM Listing Rules. CDC International acquired in April 2004 and

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LETTER FROM CORE PACIFIC-YAMAICHI CAPITAL LIMITED

currently holds all the issued and outstanding share capital of Group Team. Group Team indirectly controls the operations of Beijing He He. Group Team does not have historical financial record as it was a holding company established merely for holding Beijing He He. As at 1 May 2004, the unaudited net asset value of Group Team was equivalent to that of Beijing He He which was US$2,439,329.

IVR Services is a category of mobile value-added services in the PRC that allows users to access pre-recorded information from their mobile telephone by dialing access telephone numbers, and to interact with each other in chat-rooms and through one-on-one dating communications services. Currently, only China Mobile and China Unicom provide wireless IVR platforms in the PRC. In return, there are five companies (including Beijing He He) which have obtained first batch IVR license with direct connectivity to wireless IVR platforms with China Mobile.

Beijing He He is a relatively new company and the IVR services provided by it are also new to the market and potential users. As such, the acceptability of the IVR services to the market as well as its sustainability is yet to be established. From our discussion with the Directors, we understand that there are only a few famous and popular providers of IVR services such as雷霆無極，滾石，恆信，浩天 (and including Beijing He He) with first batch IVR license in the existing market in the PRC. Nevertheless, competition is expected to increase as more new service providers will enter this fast growing market. However, the first mover advantage of Beijing He He should provide it with a competitive edge over its competitors given its major player position and brand name. The first mover advantage is demonstrated by the fact that better revenue sharing ratio was granted to the five service providers with first batch IVR license, i.e. revenue sharing ratio: 85% for Beijing He He and 15% for China Mobile whilst 70% for non-first batch IVR service providers and 30% for China Mobile. Beijing He He is one of the only five service providers to obtain first batch IVR licence with China Mobile. Therefore, it is amongst one of the “First mover group” in the IVR services market. The synergy effect generated from the acquisition of Beijing He He should strengthen the Group’s future growth and profitability. Although Beijing He He is a relatively new company and the IVR services provided by it are also new to the market and potential users, we believe that the payment terms in the form of earn-out structure (i.e. deferred payments based on earning multiples of 2004 Actual Net Income and 2005 Actual Net Income) will give the Group protection over the future performance and prospect of Beijing He He.

The audited net profit of Beijing He He after taxation for the period from 9 September 2003 to 31 December 2003 was RMB3,444,000 and the audited net tangible asset value as at 31 December 2003 was RMB13,444,000.

Basis of consideration

As mentioned in the Letter from the Board, the payment of consideration for the acquisition of Group Team comprises three installments. Whilst the first installment is a fixed amount of US$9.6 million (the “First Installment”), the Second Installment and the Third Installment, as noted below, will vary by reference to the 2004 Actual Net Income and 2005 Actual Net Income respectively, subject to the consideration in aggregate not exceeding US$60 million.

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LETTER FROM CORE PACIFIC-YAMAICHI CAPITAL LIMITED

The consideration was determined on the basis of price/earning ratios of about 9.9 (according to the information provided by the Company) used in comparable transactions and was arrived at after arm’s length commercial negotiations between the parties with reference to the terms of the Previous Agreement in an earn-out payment structure as follows:

(a) US$9,600,000 in cash upon closing of the Agreement (Based on the Previous Agreement, the first installment paid by CDC International in cash equal to the product of the highest monthly actual net income of Beijing He He among the last four months starting from 30 September 2003 and ending 31 December 2003, multiplied by 12 multiplied by 9.9 multiplied by 35%. Based on the audited income statement of Beijing He He for the four months ended 31 December 2003, the highest monthly actual net income was recorded in November 2003, with the attributable profit of approximately RMB1,922,003. Following the above formula of calculation, the amount of the first installment paid by CDC International in the Previous Agreement was approximately RMB79,916,885, which was equivalent to approximately US$9,615,292. Hence, the amount of First Installment of US$9,600,000 stated in the Agreement is approximately the same to the amount of the first installment of the Previous Agreement calculated under the above formula, which was consistent to the second and third installments of the Previous Agreement on the basis of the earnings multiple of 9.9);
(b) The sum of the Second Installment (being 9.9 multiplied by 50% multiplied by the 2004 Actual Net Income) and the Third Installment (being 9.9 multiplied by 15% multiplied by 2005 Actual Net Income) is intended to represent about two-third (the sum of 50% and 15% being 65%) of the consideration at a price/earning ratio of about 9.9.

For the valuation of Beijing He He, we consider that earnings based multiple is more appropriate as its business does not require intensive capital expenditure. For comparison purpose, Beijing He He and other four companies which are principally engaged in mobile value-added services operation in the PRC, regardless of the differences in size, locality and financing method, were identified to compare their price/earning ratios to Beijing He He. Their price/earning ratios (based on their recent acquisitions by other companies) are summarized as follows:

	Target			Price/
	company/	Principal	Date of	earning
Acquirer	business	business	transaction	ratio	Note
SINA	MemeStar	Providing mobile data	January 2003	10.0	1
		value-added services
hongkong.com	Newpalm	Providing mobile data	April 2003	9.4	2
		value-added services
Tom	Puccini	Providing IVR services	September 2003	7.7	3
Sohu	Good Feel	Providing value-added mobile	May 2004	7.0	4
		data services
hongkong.com	Beijing He He	Providing IVR services		9.9

Sources: public announcements and estimate by the Company

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LETTER FROM CORE PACIFIC-YAMAICHI CAPITAL LIMITED

Notes:

The total consideration of US$20.8 million paid in cash and shares without any earn-out structure.
The consideration is subject to a cap of US$55.0 million with first payment of US$14 million and reference to an earn-out structure of two financial years thereafter.
The consideration comprises an initial amount of US$18.5 million and with reference to an earn-out structure of one financial year thereafter.
The consideration of US$18.0 million comprises payment of first half in cash upon closing of the acquisition, with the second half payable subject to post-closing contingencies.

Taking into account the above price/earning ratios comparison from recent transactions, the related price/earning ratio for acquisition of Beijing He He is within the range of comparables, we are of the view that the consideration is fair and reasonable so far as the Independent Shareholders are concerned.

3. Reasons for the Acquisition

The Directors are of the view that the Acquisition contemplated under the Agreement will benefit the Group for the following reasons:

Beijing He He is one of the five first players in having direct IVR platform connectivity to China Mobile in the PRC. It can enjoy the advantages of first mover such as obtaining first batch IVR license status in capturing the substantial growth potential of the mobile value-added services market.
The operations of Beijing He He complements Newpalm (China)’s lack of strengths in media partnership, IVR and ringbacktone platform. Moreover, there is expected cost saving by sharing of office, marketing, cross promotion and research and development in the long run.
By eliminating regulatory restrictions on connected transactions, the acquisition by the Group of the operations of Beijing He He will facilitate more cooperation between Newpalm (China) and Beijing He He in developing, promoting and providing mobile value-added services.
Newpalm (China)’s existing customers base and distribution channel can be leveraged to quickly expand the market share of Beijing He He’s IVR and other MVAS products.

From our discussion with the Directors, we understand that Beijing He He has first mover advantage in the business of IVR, which is proven by its major player position and recent growth record. We are also of the view that the Acquisition will complement the Group’s existing mobile value-added services by providing its users with expanding wireless channel to assess its content database. Moreover, as both the Group’s existing business and Beijing He He target a similar user base, the Directors believe that the Group will be benefiting from cross-selling its mobile valueadded services including SMS and other related products to mobile phone users and enabling the Group to broaden its revenue mix and to enjoy economies of scale as well as allowing it to participate in the market with strong growth as expected by the Directors and is therefore in the interests of the Group and the Independent Shareholders as a whole.

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LETTER FROM CORE PACIFIC-YAMAICHI CAPITAL LIMITED

4. Financial effect of the Acquisition on the Group

As stated in the “Letter from the Board” of the Circular, the consideration will be satisfied by cash in full and will be financed by internal resources of the Group. Since the results of Group Team will be consolidated into the Group’s results upon completion of the Acquisition, the Acquisition will have the following effects on the net tangible asset value, earnings and cash flow position of the Group:

Net Tangible Assets

Following the completion of acquisition of Group Team, which holds 100% interest in Beijing He He, Beijing He He will become an indirect wholly-owned subsidiary of the Company, and its financials will be consolidated into the financial statements of the Group. Based on the audited accounts of the Group and Group Team as at 31 December 2003, the net tangible assets of the Group and Group Team were HK$1,034,168,000 and HK$12,683,000, respectively. The Company confirms that the net tangible assets of the Group will be reduced after the payment of the First Installment of US$9,600,000 (approximately HK$74,880,000) for the acquisition of Group Team upon completion.

Since the amount of the First Installment of US$9,600,000 (approximately HK$74,880,000) is significantly higher than the audited net tangible assets of Beijing He He of approximately RMB13,444,000 (approximately HK$12,683,000) as at 31 December 2003 , the Company confirms that a goodwill will arise immediately upon completion of the Acquisition. Since the Second Installment and Third Installment for the Acquisition will be paid and vary based on 2004 Actual Net Income and 2005 Actual Net Income respectively, the Company confirms that the goodwill arising from the Acquisition may increase upon payments of the Second Installment and Third Installment, and the net tangible asset value of the Group upon payments of the Second Installment and Third Installment may be further reduced.

Earnings

Beijing He He has a track record with profit. It posted an audited net profit of RMB3,444,000 for the period from 9 September 2003 to 31 December 2003 and unaudited net profit of RMB9,019,000 for the five months ended 31 May 2004. The Acquisition is expected to provide profit contribution to the Group (before taking into account the amortisation charge of goodwill that may arise for the period as a result of the Acquisition).

Under the current accounting policy of the Group, the maximum period to treat the amortisation of goodwill is 20 years. The annual amortisation charge may increase as a result of the probable increase in goodwill upon the payments of the Second Installment and Third Installment for the Acquisition in 2005 and 2006 respectively. Such amortisation charge is expected to reduce the effect of the net profit contribution from Group Team to the Group. However, it should be noted that the amortisation charge is non-cash in nature and will not have effect on the cash flow of the Group.

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LETTER FROM CORE PACIFIC-YAMAICHI CAPITAL LIMITED

Cash flow

As aforementioned, the consideration for the Acquisition will be paid by three installments. The First Installment of US$9,600,000 (approximately HK$74,880,000) in cash will be paid by the Group upon closing of the Agreement, which is expected in August 2004. Since the Acquisition is expected to be completed in August 2004, Group Team is expected to provide contribution to the Group for the last four months of 2004. The Company confirms that the Acquisition will have a negative impact on cash outflow of the Group for 2004. In addition, the Second Installment and Third Installment will be paid based on 2004 Actual Net Income (being multiplied by 9.9 multiplied by 50%) and 2005 Actual Net Income respectively (being multiplied by 9.9 multiplied by 15%). The Company confirms that the net cash and cash equivalent balance of the Group as at the end of 2005 and 2006 may also be reduced as a result of the Acquisition. Nevertheless, the Group is in a strong cash position, with short term investments of approximately HK$1,116,955,000 and cash and cash equivalents of approximately HK$137,154,000 as at 31 December 2003, to facilitate the Acquisition.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the opinion that the terms of the Agreement are in the interests of the Company and are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we advise (i) the Independent Board Committee to recommend the Independent Shareholders; and (ii) the Independent Shareholders, to vote in favour of the ordinary resolution to be proposed at the Extraordinary General Meeting to approve the Acquisition.

Yours faithfully For and behalf of

Core Pacific-Yamaichi Capital Limited Philip Wan

Executive Director and Head of Corporate Finance

– 22 –

GENERAL INFORMATION

APPENDIX I

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 OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS

As at the Latest Practicable Date, the interest or short position of each of the Directors and chief executive 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”) which were notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest or short positions which they are taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to Rules 5.46 to 5.67 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

– 23 –

GENERAL INFORMATION

APPENDIX I

			Nature of
		Number of	Interests/	Appropriate
	Number	underlying	Holding	percentage of
Name of Directors	of shares	shares	Capacity	interests (%)
Wang Cheung Yue, Fred	–	2,000,000	Personal/	0.05%
			beneficiary
Wong Sin Just	–	4,100,000	Personal/	0.10%
			beneficiary
Yip Hak Yung, Peter	3,416,000	–	Corporate	0.08%
			(note 1)
Yip Hak Yung, Peter	–	12,400,000	Personal/	0.30%
			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 pursuant to the pre-IPO share option scheme, the post-IPO share option scheme and the 2002 share option scheme

			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	9 March 2000	1.880	10,000,000
	10 April 2001	0.286	3,000,000
	5 June 2003	0.626	4,000,000
Chan Kai Yu, Rudy	9 March 2000	1.880	60,000,000
	5 October 2000	0.582	10,000,000
	10 April 2001	0.286	20,000,000
	5 June 2003	0.626	4,000,000

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GENERAL INFORMATION

APPENDIX I

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

Notes:

All the 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 of options to the year ending 10 years after the date of grant of options. The consideration for the grant was HK$1.00. These share options vest over a period of four years.

(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	911,773	1,116,667	Personal/	1.94%
			beneficiary
Chan Kai Yu, Rudy	–	154,265	Personal/	0.15%
			beneficiary

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GENERAL INFORMATION

APPENDIX I

			Nature of
		Number of	Interests/	Appropriate
	Number	underlying	Holding	percentage of
Name of Directors	of shares	shares	Capacity	interests (%)
Yip Hak Yung, Peter	16,280,586	2,981,442	Interest of	18.40%
			children or
			spouse
			(note 1)
Yip Hak Yung, Peter	–	90,000	Personal/	0.09%
			beneficiary
Zhou Shun Ao	17,794	108,000	Personal/	0.12%
			beneficiary
Zhou Shun Ao	–	60,000	Corporate	0.06%
			(note 2)
Kwok Yee Leen, Elaine	–	20,407	Personal/	0.02%
			beneficiary

Notes:

(1) 11,835,686 Class A common shares and 2,981,442 share options were 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. 4,444,900 Class A common shares are held by the spouse of Mr. Yip.
(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.

– 26 –

GENERAL INFORMATION

APPENDIX I

Options to subscribe for Class A common shares in chinadotcom corporation pursuant to its share option scheme

				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	22 June 1999	22 June 2000 to	3.3750	66,667
		21 June 2009
	17 October 2000	17 January 2001 to	6.8125	100,000
		16 October 2010
	9 January 2001	9 January 2001 to	4.2813	30,000
		8 January 2011
	27 April 2001	27 April 2001 to	2.7400	220,000
		26 April 2011
	13 July 2001	13 October 2001 to	2.9700	400,000
		12 July 2011
	11 May 2004	27 July 2004 to	7.7700	300,000
		10 May 2014
Chan Kai Yu, Rudy	15 November 1999	25 November 2000 to	14.5000	38,000
		14 November 2009
	15 April 2000	25 February 2001 to	14.2375	4,500
		14 April 2005
	29 July 2000	25 February 2001 to	15.7500	4,500
		28 July 2010
	17 October 2000	25 November 2000 to	6.8125	8,265
		14 November 2009
	11 July 2001	11 October 2001 to	2.3810	20,000
		10 July 2011
	2 January 2004	28 January 2005 to	8.0700	39,500
		1 January 2014
	2 January 2004	1 January 2006 to	8.0700	39,500
		1 January 2014

– 27 –

GENERAL INFORMATION

APPENDIX I

				Number of
				share options
				outstanding as
				at the Latest
			Exercise	Practicable
Name of Directors	Date of grant	Option Exercise period	price	Date
			US$
Yip Hak Yung, Peter	22 June 1999	22 June 2000 to	3.3750	60,000
		21 June 2009
	12 July 1999	12 July 2000 to	5.0000	*1,881,442
		11 July 2009
	9 January 2001	9 January 2001 to	4.2813	30,000
		8 January 2011
	6 June 2002	6 June 2002 to	2.8200	*200,000
		5 June 2012
	3 June 2003	30 June 2003 to	4.9500	*200,000
		2 June 2013
	16 June 2003	16 September 2003 to	5.1600	*100,000
		15 June 2013
	25 March 2004	31 December 2004 to	8.2500	*600,000
		24 March 2014
Zhou Shun Ao	22 June 1999	22 June 2000 to	3.3750	**60,000
		21 June 2009
	15 April 2000	15 January 2001 to	14.2375	9,000
		14 April 2005
	29 July 2000	29 January 2001 to	15.7500	9,000
		28 July 2010
	20 October 2000	20 January 2001 to	8.1250	60,000
		19 October 2010
	9 January 2001	9 January 2001 to	4.2813	30,000
		8 January 2011
Kwok Yee Leen, Elaine	11 September 2002	11 September 2003 to	2.0600	7,032
		10 September 2012
	11 October 2002	11 January 2003 to	1.9500	1,250
		10 October 2012
	16 June 2003	16 June 2004 to	5.1600	9,000
		15 June 2013
	16 June 2003	16 September 2003 to	5.1600	3,125
		15 June 2013

These share options were granted to APOL.
** These share options were granted to Golden Tripod Technology Limited.

– 28 –

GENERAL INFORMATION

APPENDIX I

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executives had any interests or short positions 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”) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest or short positions which they are taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to rules 5.46 to 5.67 of the GEM Listing Rules, to be notified to the Company and the Stock Exchange.

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 following companies (not being a Director or chief executive of the Company) who have interests or short positions in the shares and 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
Name	Number of shares	issued share capital
China M Interactive (BVI)	3,361,828,000	81.28%
Limited

China M Interactive (BVI) Limited is a wholly owned subsidiary of chinadotcom Mobile Interactive Corporation. chinadotcom Mobile Interactive Corporation is a wholly owned subsidiary of chinadotcom corporation, the ultimate holding company of the Company. Each of chinadotcom Mobile Interactive Corporation and chinadotcom corporation are deemed to be interested in the 3,361,828,000 shares in the Company under the SFO.

So far as is known to any Director or chief executive of the Company, as at the Latest Practicable Date, the following companies/persons were interested in 10% or more of the equity interests of the subsidiaries of the Company:

		Number and	Percentage of
		class of shares held/total	shareholding/
Name of subsidiaries	Name of shareholders	registered capital	registered capital
Travio Global Inc.	hongkong.com Travel	3,550,010 ordinary shares	77.51%
	Holdings Limited
	Southeast Travel Service	1,030,000 ordinary shares	22.49%
	Co. Ltd.
Prime Model	Linkwise Technology	6,000 ordinary shares	60%
Technology Limited	Limited
	Chen Dazhong	3,100 ordinary shares	31%

– 29 –

GENERAL INFORMATION

APPENDIX I

		Number and	Percentage of
		class of shares held/total	shareholding/
Name of subsidiaries	Name of shareholders	registered capital	registered capital
Beijing China-Railway	Wang Yue	total registered capital	60%
Times Science &		RMB1,000,000
Technology Co Ltd	Chen Dazhong		31%

Save as disclosed above, as at the Latest Practicable Date, none of the Directors are aware of any other persons who has an interest or short position in the shares or underlying shares of the Company which 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 10% or more of the normal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

4. SERVICE CONTRACTS

Each of the executive directors has entered into a service agreement with the Company.

Each of Dr. Raymond Ch’ien and Mr. Yip Hak Yung, Peter has entered into a service agreement with the Company for an initial term of two years commencing 25 November 1999 for 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 Mr. Zhou Shun Ao, Mr. Chan Kai Yu, Rudy and Ms. Kwok Yee Leen, Elaine has entered into a service agreement with the Company for an initial term of two years commencing 7 December 1999, 3 February 2000 and 30 January 2003 respectively, which will continue thereafter for such further term (if any) unless terminated by either party by three months’ prior written notice to the others. Mr. Chia Kok Onn entered into a service agreement with the Company for acting as a member of the audit committee and the compensation committee of the Board of the Company for an initial term of two years commencing from 10 February 2004. As at the Latest Practicable Date, none of these service contracts had been terminated by either party.

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 other than statutory compensation.

5. LITIGATION

As at the Latest Practicable Date, no member of the 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 Group.

– 30 –

GENERAL INFORMATION

APPENDIX I

6. COMPETING INTEREST

Beijing He He is 100% beneficially owned by Double Keen, an indirect wholly owned subsidiary of CDC International, which is in turn wholly owned by chinadotcom Mobile. Newpalm (China) is an indirect wholly owned subsidiary of the Company, which is an entity substantially owned indirectly through China M Interactive by chinadotcom Mobile.

Beijing He He is a mobile value-added service provider in the PRC with direct connectivity IVR platform with the mobile phone operators in China. It is principally engaged in the business of providing mobile value-added services in the PRC and has licenses to conduct SMS, IVR and ringbacktone business.

Newpalm (China) is a leading SMS and other mobile value-added services and application provider in the PRC.

Though the Company is actively seeking to develop operating synergies with Beijing He He, the Directors believe that, to the extent that the operations of Beijing He He is not under the control of the Company, the business of Beijing He He may potentially compete with the Company’s business. The proposed Acquisition by the Company of the operations of Beijing He He would help eliminate such potential competing interest.

Saved as disclosed above, as at the Latest Practicable Date, so far as the Directors are aware of, none of themselves or the management shareholders or their respective associates have any interest in a business which competes or may compete with the business of the Group.

7. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2003, being the date to which the latest financial statements of the Company were made up.

8. QUALIFICATION OF EXPERT

The following is the qualification of the expert whose advice or opinion is contained in this circular:

Name	Qualification
Core Pacific-Yamaichi	a corporation licensed in respect of Types 1 and 6 regulated
Capital Limited	activities under the Securities and Futures Ordinance
	(Chapter 571 of the Laws of Hong Kong).

As at the Latest Practicable Date, Core Pacific-Yamaichi Capital Limited did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

– 31 –

GENERAL INFORMATION

APPENDIX I

9. CONSENT OF EXPERT

Core Pacific-Yamaichi Capital Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its report and/or letter dated 29 July 2004 for incorporation in this circular, and/or reference to its name in the form and context in which it is included.

10. MISCELLANEOUS

(a) As at the Latest Practicable Date, save for the Acquisition, none of the Directors and the expert whose name is referred to in paragraph 9 in this Appendix I has or had any interest, direct or indirect, in any assets which have been, since 31 December 2003, being the date to which the latest published audited accounts of the Group were made up, acquired or disposed of by, or leased to any member of the Group, or are proposed to be acquired or disposed of by, or leased to any member of the Group.
(b) 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.
(c) 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.
(d) The qualified accountant of the Company is Ms. Ho Yi Man, Agnes. Ms. Ho is a fellow member of Association of Chartered Certified Accountants and an associate member of the Hong Kong Society of Accountants.
(e) 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 four independent non-executive Directors, namely Mr. Wong Sin Just, Mr. Chou Kei Fong, Silas, Mr. Wang Cheung Yue, Fred and Mr. Chia Kok Onn. Mr. Wong Sin Just is the chairman of the audit committee.
(f) Mr. Wong Sin Just possesses over 10 years of investment banking and venture capital experience and has held positions with a number of premier international investment banks. Prior to establishing e2-Capital Limited (subsequently renamed as OpenOffering Capital Limited), Mr. Wong was the Managing Director and the Head of Equity Capital Markets at BNP Prime Peregrine Securities Limited. Mr. Wong holds a Bachelor Degree in Engineering from Imperial College, University of London and was qualified with the Association of Chartered Accountants, England and Wales. Mr. Wong is Executive Co-Chairman and Acting Chief Executive Officer of E2-Capital (Holdings) Limited, Vice Chairman and Chief Executive Officer of Softbank Investment International (Strategic) Limited, Chairman of SBI E2 Capital Holdings Limited and an Independent Non-executive Director of Capital Strategic Investment Limited.

– 32 –

GENERAL INFORMATION

APPENDIX I

Mr. Chou Kei Fong, Silas is a Director and the President & Chief Executive Officer of Novel Holdings (BVI) Limited and Novel Enterprises Limited, a vertically integrated textile and apparel manufacturer. Mr. Chou is also Co-Chairman of A & G Group Limited, which operates in London and New York a group of companies engaged in the design and manufacture of luxury goods and jewellery under the Asprey and Garrard brands. Mr. Chou is also Co-Chairman of Michael Kors Inc., headquartered in New York, which designs, manufactures, and markets the Michael Kors line of apparel.

Mr. Wang Cheung Yue, Fred has been a director of Salon since 1970. With over 30 years of film production experience, Mr. Wang has worked with various major Hollywood film and television companies in setting up 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 Entertainment Industry Advisory Committee and an advisor of the China Film Foundation expert committee.

Mr. Chia Kok Onn is the Managing Director at Walden International, an international venture capital group. Mr. Chia has 25 years of combined U.S.-Asia venture capital investing, startup company experience and corporate management experience in the telecommunications and IT sectors in Europe and Asia-Pacific. Before Walden International, Mr. Chia was the Vice President, Asia-Pacific at Premisys Communications, Inc., (NASDAQ: PRMS), a successful venture capital backed technology start-up. Previously, he had a 12-year career at Hewlett-Packard (now Agilent Technologies) in Europe and Asia-Pacific in a variety of manufacturing, product, sales and marketing management positions. He also spent two years at Apple Computer Asia in the regional product marketing role. Mr. Chia earned his MBA from Strathclyde University, Scotland and B.Eng (Hons) from Sheffield University, England.

(g) The English text of this circular shall prevail over the Chinese text.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours up to and including 13 August 2004 at the principal place of business of the Company at 34th Floor, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong:

(a) the memorandum and articles of association of the Company;
(b) the annual reports of the Company for each of the financial years ended 31 December 2002 and 31 December 2003;
(c) the service agreements of the Directors as referred to in paragraph 4 of this Appendix;
(d) the Agreement;

– 33 –

GENERAL INFORMATION

APPENDIX I

(e) the letter from Core Pacific-Yamaichi Capital Limited as set out on pages 16 to 22 of this circular;
(f) the written consent from Core Pacific-Yamaichi Capital Limited referred to in paragraph 9 of this Appendix;
(g) the letter from the Independent Board Committee as set out on pages 14 to 15 of this circular; and
(h) this circular.

– 34 –

PROCEDURES FOR DEMANDING A POLL AT EGM

APPENDIX II

Under the articles of association of the Company, at the EGM, a poll may be demanded, before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll, by:

(i) the chairman of the EGM; or
(ii) at least five Company Shareholders present in person or by proxy for the time being entitled to vote at the EGM; or
(iii) any Company Shareholder or Company Shareholders present in person or by proxy and representing not less than one-tenth of the total voting rights of all the Company Shareholders having the right to attend and vote at the EGM; or
(iv) a Company Shareholder or Company Shareholders present in person or by proxy and holding shares in the Company conferring a right to attend and vote at the EGM on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

– 35 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

HONGKONG.COM CORPORATION 香港網國際網絡公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8006)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of hongkong.com Corporation (the “Company”) will be held at 34th Floor, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong on 18 August 2004 at noon for the purpose of considering and, if thought fit, passing with or without modification the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

(a) the conditional sale and purchase agreement dated 5 July 2004 (the “Agreement”) entered into between CDC Mobile IVR Corporation (“CDC Mobile IVR”) and CDC International Mobile Limited (“CDC International”) pursuant to which CDC Mobile IVR has conditionally agreed to acquire from CDC International the operations of Beijing He He Technology Company Limited through the acquisition of 100% of the entire issued and outstanding share capital in Group Team Investments Limited (the “Acquisition”) for the aggregate consideration of no more than US$60,000,000.00 (a copy of which has been produced to the Meeting marked “A” and signed by the Chairman of the Meeting for the purpose of identification), be and is hereby approved, ratified and confirmed;
(b) the Acquisition and the transactions contemplated under the Agreement be and are hereby approved; and
(c) the Directors of the Company be and are hereby authorised for and on behalf of the Company, amongst other matters, to sign, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering all such documents and deeds, and to do or authorise doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Agreement and the Acquisition.”

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

Hong Kong, 29 July 2004

* for identification purpose only

– 36 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

A member entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and, on poll, vote on his behalf. A proxy need not be a member of the Company.
A form of proxy for use at the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjourned meeting thereof if you so wish. In the event that you attend the Meeting after having returned the completed form of proxy, your form of proxy will be deemed to have been revoked.
To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney, must be deposited at the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for the Meeting or any adjournment thereof.
Where there are joint holders of a share of the Company, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, and if more than one of such joint holders be present at the Meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company shall alone be entitled to vote in respect of such share.

– 37 –

AI assistant

Sino Splendid Holdings Limited — Proxy Solicitation & Information Statement 2004

51212_rns_2004-07-29_d2820af5-610b-4a15-bdb2-bb179da558a4.pdf

HONGKONG.COM CORPORATION 香港網國際網絡公司[*]

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF GROUP TEAM INVESTMENTS LIMITED

Independent Financial Adviser to the Independent Board Committee

Core Pacific-Yamaichi Capital Limited

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

HONGKONG.COM CORPORATION 香港網國際網絡公司[*]

DISCLOSEABLE AND CONNECTED TRANSACTION

1. INTRODUCTION

2. THE AGREEMENT

Date

Parties

Subject Matter

Interest to be Acquired

Consideration

Conditions

Completion

3. BUSINESS OF THE GROUP

4. REASONS FOR THE INVESTMENT

5. GEM LISTING RULES REQUIREMENTS

6. EXTRAORDIINARY GENERAL MEETING

7. FINANCIAL EFFECT OF THE TRANSACTION

Net Tangible Assets

Earnings

Cash flow

8. RECOMMENDATION

9. ADDITIONAL INFORMATION

HONGKONG.COM CORPORATION 香港網國際網絡公司[*]

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF GROUP TEAM

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Yours faithfully

Wong Sin Just

Core Pacific-Yamaichi Capital Limited

DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of the Group

2. Terms of the Agreement

Basis of consideration

3. Reasons for the Acquisition

4. Financial effect of the Acquisition on the Group

Net Tangible Assets

Earnings

Cash flow

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS

(A) The Company

(B) Associated Corporation

APPENDIX I

3. INTEREST AND SHORT POSITIONS OF SHAREHOLDERS

4. SERVICE CONTRACTS

5. LITIGATION

6. COMPETING INTEREST

7. MATERIAL ADVERSE CHANGE

8. QUALIFICATION OF EXPERT

9. CONSENT OF EXPERT

10. MISCELLANEOUS

11. DOCUMENTS AVAILABLE FOR INSPECTION

HONGKONG.COM CORPORATION 香港網國際網絡公司[*]

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

“ THAT :

NOTICE OF EXTRAORDINARY GENERAL MEETING

More from Sino Splendid Holdings Limited

Sino Splendid Holdings Limited Proxy Solicitation & Information Statement 2004