Sinopec Engineering Group Co Ltd. — AGM Information 2004

Oct 29, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 Universe International Holdings Limited (the “Company”) you should at once hand this circular, together with the accompanying form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the same or transfer was effected for transmission to the purchaser or transferee.

This circular should be read in conjunction with the accompanying annual report of the Company for the year ended 30th June 2004.

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.

UNIVERSE INTERNATIONAL HOLDINGS LIMITED ���������� [*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

PROPOSALS FOR RE-ELECTION OF THE RETIRING DIRECTORS GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on 26th November 2004 at 12:00 noon or any adjournment thereof is set out on pages 13 to 24 of this circular. Whether or not you propose to attend the annual general meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the principal place of business of the Company in Hong Kong situated at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the annual general meeting of the Company or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting should you so wish and in such event the proxy form shall be deemed to be revoked.

29th October 2004

* for identification purposes only

CONTENTS

		Page
Definitions	......................................................................................................................................	1
Letter from the Board..................................................................................................................		3
1.	Introduction ................................................................................................................	3
2.	Proposed Re-election of the Retiring Directors .......................................................	4
3.	Proposed General Mandates to Issue and to Repurchase Shares ............................	5
4.	Proposed Amendments to the Bye-laws ...................................................................	5
5.	AGM ...........................................................................................................................	6
6.	Procedures by which Shareholders may Demand a Poll .........................................	6
7.	Responsibility Statement ...........................................................................................	7
8.	Recommendation........................................................................................................	7
9.	General .......................................................................................................................	7
Appendix I	Biographical Details of the Retiring Directors.................................................	8
Appendix II Explanatory Statement.......................................................................................		10
AGM Notice...................................................................................................................................		13

– i –

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at
	18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road,
	Kwai Chung, New Territories, Hong Kong on 26th November
	2004 at 12:00 noon or any adjournment thereof;
“AGM Notice”	notice convening the AGM as set out on pages 13 to 24 of this
	circular;
“associates”	has the meaning ascribed thereto under the Listing Rules;
“Board”	board of Directors or a duly authorised committee thereof for
	the time being;
“Bye-laws”	the existing bye-laws of the Company and “Bye-law” shall be
	construed accordingly;
“Companies Ordinance”	the Companies Ordinance (Chapter 32 of the Laws of Hong
	Kong);
“Company”	Universe International Holdings Limited, a company
	incorporated in Bermuda with limited liability and the Shares
	are listed on the main board of the Stock Exchange;
“Director(s)”	director(s) of the Company for the time being and from time to
	time;
“General Mandates”	the Share Issue Mandate and the Share Repurchase Mandate;
“Group”	the Company and its subsidiaries from time to time and “member
	of the Group” shall be construed accordingly;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Latest Practicable Date”	25th October 2004, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;

– 1 –

DEFINITIONS

• “Ordinary Resolution(s)” the proposed ordinary resolution(s) as referred to in the AGM Notice;

• “Resolutions” the Ordinary Resolutions and the Special Resolution;

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Shares” shares of HK$0.02 each in the capital of the Company;

• “Share Issue Mandate” the proposed general mandate to be granted to the Directors to permit the allotment and issue of new Shares equal in aggregate up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution granting such mandate;

• “Share Repurchase Mandate” the proposed general mandate to be granted to the Directors to permit the repurchase of Shares of up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution granting such mandate;

• “Shareholder(s)” holder(s) of Shares;

• “Special Resolution” the proposed special resolution as referred to in the AGM Notice; “Stock Exchange” The Stock Exchange of Hong Kong Limited;

• “subsidiary” a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance) of the Company;

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; and “%” per cent.

– 2 –

LETTER FROM THE BOARD

UNIVERSE INTERNATIONAL HOLDINGS LIMITED ���������� [*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

Executive Directors:

Lam Shiu Ming, Daneil (Chairman) Chiu Suet Ying Yeung Kim Piu

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-executive Directors:

Ng Kwok Tung Chiu Shin Koi Ma Ting Hung

Head office and principal place of business in Hong Kong:

18th Floor Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

29th October 2004

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF THE RETIRING DIRECTORS GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the AGM Notice and the information regarding the Resolutions that will be proposed at the AGM for the Shareholders to consider and, if thought fit, to approve relating to (i) the re-election of the retiring Directors; (ii) the granting of the General Mandates and the extension of the Share Issue Mandate to the Directors; and (iii) the amendments to the Bye-laws.

* for identification purposes only

– 3 –

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

The Board currently consists of six Directors, namely Mr. Lam Shiu Ming, Daneil, Ms. Chiu Suet Ying, Mr. Yeung Kim Piu, Mr. Ng Kwok Tung, Mr. Chiu Shin Koi and Mr. Ma Ting Hung.

According to Bye-law 87(1), at each annual general meeting, one third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to but not greater than one-third, shall retire from office by rotation provided that no Director holding office as Chairman or the managing director of the Company shall be subject to retirement by rotation or be taken into account in determining the number of Directors to retire. The retiring Director(s) shall be eligible for re-election.

Bye-law 86(2) provides that the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the board of Directors or, subject to authorisation by the Shareholders in general meeting, as an addition to the existing board of Directors but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Shareholders in general meeting. Any Director so appointed by the board of Directors shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. Messrs. Yeung Kim Piu and Ma Ting Hung were both appointed by the Board on 27th September 2004.

Pursuant to Bye-laws 87(1) and 86(2), Ms. Chiu Suet Ying and Messrs. Yeung Kim Piu and Ma Ting Hung will retire at the AGM. They are all eligible for re-election.

Bye-law 88 provides that no person, other than a retiring Director, shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any general meeting, unless not less than seven days before the date appointed for the meeting there shall have been lodged at the registered office of the Company for the time being or at the head office a notice signed by a Shareholder (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election as a Director and also a notice in writing by that person of his willingness to be elected.

Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the registered office of the Company or 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on or before 18th November 2004.

A brief biographical details of the retiring Directors are set out in Appendix I to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue an announcement and/or a supplementary circular to inform Shareholders of the details of the additional candidate proposed.

– 4 –

LETTER FROM THE BOARD

3. PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 26th November 2003, resolutions were passed granting the Directors a general mandate to allot, issue or deal with additional Shares up to a maximum of 20% of the aggregate nominal amount of the issued Shares at the date of such meeting and a general mandate to repurchase on the Stock Exchange up to 10% of the aggregate nominal amount of the issued Shares at the date of such meeting. The general mandate to allot, issue and deal with Shares was extended by an amount representing the aggregate nominal amount of the Shares so repurchased. Such mandates will expire at the conclusion of the AGM. It is therefore proposed that the Company will seek the approval of the Shareholders of the relevant resolutions proposed at the AGM in respect of the renewal of the respective general mandates to issue, allot and deal with Shares and to repurchase Shares.

At the AGM, Ordinary Resolutions will be proposed that the Directors be given the General Mandates. In addition, an Ordinary Resolution will also be proposed at the AGM providing that any Shares repurchased under the Share Repurchase Mandate (up to a maximum of 10% of the aggregate nominal amount of the issued Shares as at the date of the grant of the Share Repurchase Mandate) will be added to the total number of Shares which may be allotted and issued under the Share Issue Mandate.

Each of the General Mandates would continue in force until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of Bermuda or the bye-laws of the Company to be held; or

• (c) the date on which any such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement as required under the Listing Rules to be given to the Shareholders is set out in the Appendix to this circular. The information in the explanatory statement provides you with information reasonably necessary to enable you to make an informal decision on whether to vote for or against the resolution to grant the Directors the Share Repurchase Mandate.

4. PROPOSED AMENDMENTS TO THE BYE-LAWS

On 30th January 2004, the Stock Exchange has announced that subject to certain transitional arrangement, the proposed amendments to the Listing Rules relating to corporate governance issues will take effect on 31st March 2004. These corporate governance issues include, among other things, disclosure of information on proposed directors before election at general meeting and notices to be given in relation thereto, voting of members at general meeting and of directors at board meeting on any matter in which their respective associates have a material interest.

In order to bring the Bye-laws in line with, inter alia, the changes brought upon by the amendments to the Listing Rules, the Directors propose to amend the Bye-laws accordingly.

The full text of the proposed amendments to the Bye-laws is set out in Special Resolution 5.

– 5 –

LETTER FROM THE BOARD

5. AGM

At the AGM, resolutions will be proposed to approve, inter alia, the following:

• (a) re-election of Ms. Chiu Suet Ying and Messrs. Yeung Kim Piu and Ma Ting Hung as Directors;

• (b) granting of the Share Issue Mandate to the Directors;

• (c) granting of the Share Repurchase Mandate to the Directors;

• (d) extension of the Share Issue Mandate by adding to it the number of Shares repurchased under the Share Repurchase Mandate; and

• (e) amendments to the Bye-laws.

A form of proxy is enclosed for your use at the AGM. You are requested to complete and return the form of proxy to the principal place of business of the Company in Hong Kong situated at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong, as soon as possible, but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of a form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event the form of proxy shall be deemed to be revoked.

6. PROCEDURE BY WHICH SHAREHOLDERS MAY DEMAND A POLL

Pursuant to Bye-law 66, a resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of such meeting;

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

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

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

– 6 –

LETTER FROM THE BOARD

7. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement contained in this circular misleading.

8. RECOMMENDATION

The Directors believe that the re-election of the retiring Directors, the grant of the General Mandates, the extension of the Share Issue Mandate and the amendments to the Bye-laws are all in the best interests of the Company and the Shareholders and recommend you to vote in favour of the Resolutions at the AGM. The Directors will exercise their voting rights in respect of all of their shareholdings (if any) in favour of the Resolutions.

9. GENERAL

Your attention is also drawn to the Appendices to this circular.

Yours faithfully, For and on behalf of the Board Lam Shiu Ming, Daneil Chairman

– 7 –

APPENDIX I BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

The biographical details of the retiring Directors eligible for re-election at the AGM are set out below:

Ms. Chiu Suet Ying, Executive Director

Ms. Chiu Suet Ying, aged 42, is an executive Director. Ms. Chiu is responsible for the formulation of sales and marketing strategies. She is the wife of Mr. Lam Shiu Ming, Daneil. Ms. Chiu joined the Group in 1993. Ms. Chiu was appointed as an executive Director since 1st July 1999. As at the Latest Practicable Date, Ms. Chiu was a director of each member of the Group except for Films Station Production Limited, Team Win Limited and Simple Trading Company Limited.

As at the Latest Practicable Date, the controlling Shareholder was Globalcrest Enterprises Limited, the entire issued share capital of which was held by Central Core Resources Limited, the trustee of a discretionary trust under which certain immediate family members of Mr. Lam Shiu Ming, Daneil and Ms. Chiu are discretionary objects.

Mr. Lam Siu Keung, Alvin, aged 34, is the chief operation officer of the Group. He is responsible for overseeing the daily operation of the Group. Prior to joining the Group, he has over eight years of experience in finance and internal control consulting for both Hong Kong and US listed companies in Arthur Andersen. He earned his Bachelor of Accountancy at the Hong Kong Polytechnic University. He is a fellow member of both the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. He is the younger brother of Mr. Lam Shiu Ming, Daneil.

Mr. Chiu Hung Kei, aged 44, is the senior marketing manager of the Group. He is responsible for sales and marketing planning. He joined the Group in 1993 and has over 11 years of experience in the distribution industry in Hong Kong. He is the elder brother of Ms. Chiu Suet Ying.

Save as disclosed above, Ms. Chiu is not related to any Director, senior management or substantial or controlling shareholders of the Company, and she does not have any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to a service agreement dated 1st July 2002 between the Company and Ms. Chiu, Ms. Chiu was employed as an executive Director from 1st July 2002 and shall continue until terminated by either party giving to the other not less than three months notice in writing. The aggregate annual remuneration payable under the service agreement is HK$736,450 which was determined by reference to her duties and responsibilities to the Company. Ms. Chiu is also entitled to an annual discretionary bonus having regard to her performance and the operating results of the Company and its subsidiaries in the relevant financial year. The Directors are not aware of any other matters regarding the proposed re-election of Ms. Chiu that need to be bought to the attention of the Shareholders.

Ms. Chiu has not had any other directorships in any listed public companies in the last three years.

– 8 –

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

APPENDIX I

Mr. Yeung Kim Piu, Executive Director

Mr. Yeung Kim Piu, aged 43, is an executive Director. Mr. Yeung is mainly responsible for overseeing the operation of artiste management division. Mr. Yeung joined the Group in 1993 and has over 10 years of experience in the films distribution industry in Hong Kong. Mr. Yeung was previously appointed as an executive Director on 3rd October 2000 and subsequently retired and not stood for re-election on 26th November 2002. Mr. Yeung remained as a senior marketing manager of the Group after the said retirement until the appointment as an executive Director on 27th September 2004. Save as disclosed above, Mr. Yeung has not previously held any position with the Company or any of its subsidiaries. Mr. Yeung has not had any directorships in any listed public companies in the last three years. Mr. Yeung is not connected with any directors, senior management or substantial or controlling shareholders of the Company, and he does not have any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to a service agreement dated 27th September 2004 between the Company and Mr. Yeung, Mr. Yeung was appointed as an executive Director with effect from 27th September 2004 and shall continue until terminated by either party giving to the other not less than one month notice in writing. The aggregate annual remuneration payable under the service agreement is HK$408,000 which was determined by reference to his duties and responsibilities to the Company. Mr. Yeung is entitled to a housing allowance of HK$9,000 per month and subject to the absolute discretion of the Board, Mr. Yeung is also entitled to an annual discretionary bonus having regard to his performance and the operating results of the Company and its subsidiaries in the relevant financial year. The Directors are not aware of any other matters regarding the proposed re-election of Mr. Yeung that need to be bought to the attention of the Shareholders.

Mr. Ma Ting Hung, Independent Non-executive Director

Mr. Ma Ting Hung, aged 41, is an independent non-executive Director. Mr. Ma is the Vice Chairman and Chief Executive of CITIC Resources Holdings Limited (“CRH”) and responsible for the business development and financial management of CRH and its subsidiaries. He holds a Bachelor of Arts Degree majoring in Economics from the University of Southern California. Mr. Ma has over 16 years of experience in the banking and finance industry. Save as disclosed above, Mr. Ma has not previously held any position with the Company or any of its subsidiaries. Mr. Ma has not had any other directorships in any listed public companies in the last three years. Mr. Ma is not connected with any directors, senior management or substantial or controlling shareholders of the Company, and he does not have any interest in the Shares within the meaning of Part XV of the SFO.

There is no service agreement between the Company and Mr. Ma. The appointment of Mr. Ma is not for a specified term except that he is subject to retirement by rotation and re-election pursuant to the bye-laws of the Company. The emolument of Mr. Ma is HK$80,000 per annum which was determined by reference to his duties and responsibilities to the Company. The Directors are not aware of any other matters regarding the proposed re-election of Mr. Ma that need to be bought to the attention of the Shareholders.

– 9 –

EXPLANATORY STATEMENT

APPENDIX II

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide certain information to you for your consideration of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 1,624,605,370 Shares in issue.

Subject to the passing of the resolution granting the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 162,460,537 Shares during the period ending on the earliest of the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of Bermuda or the bye-laws of the Company to be held or when revoked or varied by an ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek the Share Repurchase Mandate from the Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Share Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company’s memorandum of association and bye-laws and the applicable laws and regulations of Bermuda.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 30th June 2004) in the event that the Share Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 10 –

EXPLANATORY STATEMENT

APPENDIX II

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date:

		Per	Share
		Highest	Lowest
Month	trading price		trading price
		HK$	HK$
2003
October		0.212	0.150
November		0.226	0.164
December		0.197	0.160
2004
January		0.174	0.130
February		0.167	0.134
March		0.148	0.105
April		0.113	0.070
May		0.081	0.039
June		0.101	0.050
July		0.065	0.046
August		0.059	0.040
September		0.056	0.037
October (up to and including the Latest Practicable Date)		0.045	0.036

5. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, has any present intention to sell any Shares to the Company, if the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Share Repurchase Mandate in accordance with the Listing Rules, the applicable laws and regulations of Hong Kong and Bermuda and the memorandum of association and bye-laws of the Company.

The Company has not been notified by any connected person (as defined in the Listing Rules) that such a person has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Share Repurchase Mandate is approved by the Shareholders.

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

– 11 –

EXPLANATORY STATEMENT

APPENDIX II

As at the Latest Practicable Date, to the best of the knowledge of the Directors, the following Shareholders are interested in 5% or more of the issued Shares as recorded in the register of interests in shares and short positions of the Company under Section 336(1) of Part XV of the SFO:

Long positions in Shares

		Approximate
		Percentage of
Name	Number of shares	shareholding
Globalcrest Enterprises Limited_(Note 1)_	872,406,705	53.70%
Central Core Resources Limited_(Note 1)_	872,406,705	53.70%
Value Partners “A” Fund	89,384,025	5.50%
Value Partners Limited_(Notes 2&3)_	89,384,025	5.50%
Pan Asia Special Opportunities Fund	83,464,285	5.14%

• Note: 1. The entire issued share capital of Globalcrest Enterprises Limited is held by Central Core Resources Limited, the trustee of a discretionary trust under which certain immediate family members of Mr. Lam Shiu Ming, Daneil and Ms. Chiu Suet Ying are discretionary objects.

2. The capacity of Value Partners Limited in holding the 89,384,025 shares was the investment manager of Value Partners “A” Fund.

3. Value Partners Limited was a controlled corporation of Mr. Cheah Cheng Hye. As a result, the interest held by Value Partners Limited was deemed interest held by Mr. Cheah Cheng Hye.

In the event that the Directors exercise the power under the Share Repurchase Mandate in full, the percentage of shareholding of Globalcrest Enterprises Limited, Central Core Resources Limited, Value Partners “A” Fund, Value Partners Limited, and Pan Asia Special Opportunities Fund would be increased to 59.67%, 59.67%, 6.11% , 6.11%, and 5.71% respectively.

Currently, the Directors have no intention to exercise the Share Repurchase Mandate to the extent that it will trigger the obligation under Rule 26 of the Takeovers Code to make a mandatory offer nor to such extent as to reduce the amount of Shares held by the public to less than 25%.

Save as disclosed above, the Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any repurchase made under the Share Repurchase Mandate.

No Shares had been repurchased by the Company, whether on the Stock Exchange or otherwise, in the last six months preceding the date of this circular.

– 12 –

AGM NOTICE

UNIVERSE INTERNATIONAL HOLDINGS LIMITED ���������� [*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

NOTICE IS HEREBY GIVEN that the annual general meeting of Universe International Holdings Limited (the “Company”) will be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on 26th November 2004, Friday at 12:00 noon (the “2004 AGM”) for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 30th June 2004.

2. To re-elect the retiring directors of the Company (individually, a “Director” and collectively, the “Directors”) and to authorize the board of Directors (the “Board”) to fix the remuneration of the Directors.

3. To re-appoint auditors and to authorize the Board to fix their remuneration.

4. To consider and, if thought fit, pass with or without modification, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

• (a) “ THAT

• (i) subject to paragraph (iii) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.02 each in the capital of the Company (the “Share”) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

* for identification purposes only

– 13 –

AGM NOTICE

• (iii) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise), by the Directors pursuant to the approval in paragraph (i) of this Resolution, otherwise than pursuant to (aa) a Rights Issue (as defined below); or (bb) the exercise of any option granted under any Share Option Scheme (as defined below); or (cc) any scrip dividend or other similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the byelaws of the Company (the “Bye-laws”); or (dd) an exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (iv) for the purpose of this Resolution:

• (aa) “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

  • (A) the conclusion of the next annual general meeting of the Company;

  • (B) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws of Bermuda to be held; or

  • (C) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the “Shareholders”) in general meeting.

• (bb) “Rights Issue” means an offer of Shares or other equity securities of the Company open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People’s Republic of China applicable to the Company).

• (cc) “Share Option Scheme” means a share option scheme or similar arrangement for the time being, as varied from time to time, adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of rights to acquire Shares.”

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AGM NOTICE

(b) “ THAT

  - (i) subject to paragraph (ii) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and regulations of Hong Kong and Bermuda, the memorandum of association of the Company, the Bye-laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

  - (ii) the aggregate nominal amount of the share capital of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (i) of this Resolution during the Relevant Period shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly; and

  - (iii) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

     - (aa) the conclusion of the next annual general meeting of the Company;

     - (bb) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws of Bermuda to be held; or

     - (cc) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in a general meeting.”

• (c) “ THAT conditional upon Resolution 4(a) and Resolution 4(b) as set out in the notice of the 2004 AGM dated 29th October 2004 (the “AGM Notice”) being passed, the aggregate nominal amount of the share capital of the Company which are repurchased by Company under the authority granted pursuant to Resolution 4(b) as set out in the AGM Notice (up to a maximum of 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of Resolution 4(b) as set out in the AGM Notice) shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to Resolution 4(a) as set out in the AGM Notice.”

• As special business, to consider and, if thought fit, to pass with or without modification the following resolution as a special resolution:

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AGM NOTICE

SPECIAL RESOLUTION

“ THAT the existing Bye-laws be amended in the following manner:

• (a) by inserting the following new definitions of “associate” and “Hong Kong” in existing Bye-law 1:

• ““associate” the meaning attributed to it in the rules of the Designated Stock Exchange;

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;”;

• (b) by deleting the definition of “clearing house” in the existing Bye-law 1 in its entirety and replacing therewith the following new definition of “clearing house”:

• ““clearing house” a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction;”;

• (c) by inserting in the third line of the existing Bye-law 2(e) immediately after the words “in a visible form” the following words:

“, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;”;

• (d) by deleting the full-stop at the end of the existing Bye-law 2(j) and replacing therewith a semicolon and the word “and”;

• (e) by inserting the following new Bye-law 2(k) immediately after the existing Bye-law 2(j):

• “(k) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.”;

• (f) by deleting the existing Bye-law 6 in its entirety and replacing therewith the following new Bye-law 6:

• “6. The Company may from time to time by special resolution, subject to any confirmation or consent required by law, reduce its authorised or issued share capital or, save for the use of share premium as expressly permitted by the Act, any share premium account or other undistributable reserve.”;

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AGM NOTICE

• (g) by deleting the word “and” immediately before and after the words “these Bye-laws” in the first sentence of the existing Bye-law 12(1), and inserting in the first sentence of the existing Bye-law 12(1) immediately after the words “these Bye-laws” the following words:

“, any direction that may be given by the Company in general meeting and”;

• (h) by deleting the word “register” in the eleventh line of the existing Bye-law 39 and replacing therewith the word “Register”;

• (i) by inserting in the second line of the existing Bye-law 43(1)(a) immediately after the words “held by him and” the following words:

“and, in respect of any shares that are not fully paid,”;

• (j) by inserting in the eighth line of the existing Bye-law 44 immediately before the words “Designated Stock Exchange” the following words:

“Designated Stock Exchange or by any means in such manner as may be accepted by the”;

• (k) by inserting in the second line in the existing Bye-law 46 immediately after the words “common form or in” the following words:

“a form prescribed by the Designated Stock Exchange or in”;

• (l) by inserting in the third line of the existing Bye-law 51 immediately after the words “Designated Stock Exchange” the following words:

“or by any means in such manner as may be accepted by the Designated Stock Exchange”;

• (m) by re-numbering the existing Bye-law 76 as the new Bye-law 76(1);

• (n) by inserting the following as new Bye-law 76(2):

• “(2) Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.”;

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AGM NOTICE

• (o) by deleting the existing Bye-law 84 (2) in its entirety and replacing therewith the following new Bye-law 84 (2):

• “(2) Where a Member is a clearing house (or its nominee(s) and, in each case, being a corporation), it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Bye-law shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) in respect of the number and class of shares specified in the relevant authorisation including the right to vote individually on a show of hands.”;

• (p) by deleting the words “in accordance with Bye-law 87 and shall hold office” in the fifth line of the existing Bye-law 86 (1) and inserting in the same line immediately after the words “thereafter” the following words:

“at the annual general meeting in accordance with Bye-law 87 or at any special general meeting and shall have office”;

• (q) by deleting the words “Subject to any provision to the contrary in these Bye-laws the” in the first line of the existing Bye-law 86(4) and inserting in the same line immediately before the word “Members” the word “The”; and by deleting the word “special” in the second line of the existing Bye-law 86(4) and replacing therewith the word “ordinary”;

• (r) by deleting the existing Bye-law 88 in its entirety and replacing therewith the following new Bye-law 88:

“No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall be lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the dispatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.”;

• (s) by deleting the words “whereupon the Board resolves to accept such resignation” at the end of the existing Bye-law 89(1);

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AGM NOTICE

• (t) by inserting the words “Company in general meeting and shall (unless otherwise directed by the resolution by which it is voted) be divided amongst the” after the words “from time to time be determined by the” in the first line of the existing Bye-law 96;

• (u) by deleting the existing Bye-law 103 in its entirety and replacing therewith the following new Bye-law 103:

• “103. (1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associates is materially interested, but this prohibition shall not apply to any of the following matters namely:

  • (i) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;

  • (ii) any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;

  • (iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

  • (iv) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/ their interest in shares or debentures or other securities of the Company;

  • (v) any contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or a shareholder or in which the Director and any of his associates are not in aggregate beneficially interested in five (5) per cent or more of the issued shares or of the voting rights of any class of shares of such company (or any third company through which his interest or that of any of his associates is derived); or

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AGM NOTICE

  - (vi) any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to directors, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.

• (2) A company shall be deemed to be a company in which a Director and/or his associate(s) owns five (5) per cent or more if and so long as (but only if and so long as) he and/or his associates, (either directly or indirectly) are the holders of or beneficially interested in five (5) per cent or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder.

• (3) Where a company in which a Director and/or his associate(s) holds five (5) per cent or more is/are materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.

• (4) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or his associate(s) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.”;

• (v) by deleting the existing Bye-law 133(1)(c) in its entirety and replacing therewith the following new Bye-law 133(1)(c):

• “(c) of all resolutions and proceedings of each general meeting of the Members and meetings of the Board.”;

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AGM NOTICE

• (w) by re-numbering existing Bye-law 136 as Bye-law 136(1);

• (x) by inserting the following new Bye-law 136(2):

• “(2) Notwithstanding any provision contained in these Bye-laws, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in subparagraphs (a) to (e) of paragraph (1) of this Bye-law and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Bye-law shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.”;

• (y) by inserting in the first sentence of the existing Bye-law 153 after the words “Section 88 of the Act” the words “and Bye-law 154”;

• (z) by adding the following new Bye-laws 154 and 155 immediately after the existing Byelaw 153 as follows:

• “154. To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

• The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial report in accordance with Bye-law 154 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153 and, if applicable, a summary financial report complying with Bye-law 154, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.”;

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AGM NOTICE

• (aa) by renumbering the existing Bye-law 154 as 156, Bye-law 155 as 157, Bye-law 156 as 158, Bye-law 157 as 159, Bye-law 158 as 160, Bye-law 159 as 161, Bye-law 160 as 162, Bye-law 161 as 163, Bye-law 162 as 164, Bye-law 163 as 165, Bye-law 164 as 166, Byelaw 165 as 167, Bye-law 166 as 168, Bye-law 167 as 169 and Bye-law 168 as 170;

• (bb) by deleting the words “as soon as practicable convene a special general meeting to fill the vacancy” in its entirety and replacing therewith the following words in the existing Bye-law 157 (renumbered as Bye-law 159):

• “fill the vacancy and fix the remuneration of the Auditor so appointed”;

• (cc) by deleting the existing Bye-law 160 (renumbered as Bye-law 162) in its entirety and replacing therewith the following new Bye-law 162:

• “162. Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Bye-laws from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appointed newspapers (as defined in the Act) or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the Member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.”;

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AGM NOTICE

• (dd) by deleting the existing Bye-law 161 (renumbered as Bye-law 163) in its entirety and replacing therewith the following new Bye-law 163:

• “163. Any Notice or other document:

  • (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

  • (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website or the website of the Designated Stock Exchange is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

  • (c) if served or delivered in any other manner contemplated by these Bye-laws, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch, transmission or publication; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence thereof; and

  • (d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.”; and

• (ee) by inserting the words “or electronic” after the words “a cable or telex or facsimile” in the first line of existing Bye-law 163 (renumbered as Bye-law 165).”

and that any Director be authorised to take such further action as he/she may in his/her sole and absolute discretion thinks fit and for and on behalf of the Company to implement the aforesaid amendments to the existing Bye-laws.

By order of the Board Lam Shiu Ming, Daneil Chairman

Hong Kong, 29th October 2004

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AGM NOTICE

Notes:

• (a) A member entitled to attend and vote at the annual general meeting of the Company is entitled to appoint a proxy or, if holding two of more Shares, more than one proxy to attend and, in the event of a poll, vote on his behalf. A proxy need not be a member of the Company.

• (b) In order to be valid, the form of proxy completed in accordance with the instructions set out therein, together with the power of attorney, if any, or other authority, if any, under which it is signed, or a certified copy of such power of attorney, must be deposited at the principal place of business of the Company in Hong Kong situated at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong not less than 48 hours before the time fixed for holding of the 2004 AGM or any adjournment thereof should you so wish.

• (c) In the case of joint holders of any Share, any one of such joint holders may vote at the 2004 AGM, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

• (d) An explanatory statement regarding the general mandate for the purchase of Shares sought in Resolution 4(b) (as set out in the AGM Notice) is set out in the appendix to the circular of the Company dated 29th October 2004 of which this notice forms part.

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