Sisram Medical Ltd — Proxy Solicitation & Information Statement 2004

Aug 6, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 Anex International Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) 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.

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ANEX INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 723)

PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE COMPANY AND

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

RE-ELECTION OF DIRECTORS

A notice convening an annual general meeting of Anex International Holdings Limited to be held at Holiday Inn Golden Mile, Crystal Room 1, 50 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 20 September 2004 at 9:30 a.m. is set out on pages 15 to 22 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk).

Whether or not you are able to attend the annual general meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Share Registrar in Hong Kong, Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, 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 annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

6 August 2004

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2. Proposed Amendments to the Current Bye-laws. . . . . . . . . . . . . . . . . . . . . . .	4
3. Buyback and Issuance Mandates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . .	6
6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Explanatory Statement on the Buyback Mandate . . . . . . . . . . . . . .	8
Appendix II — Procedure by which the Shareholders may demand a poll
at a general meeting pursuant to the Current Bye-Laws . . . . . . . .	12
Appendix III — Details of Directors proposed to be re-elected
at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

— i —

DEFINITIONS

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

“Annual General Meeting”	an annual general meeting of the Company to be held at
	Holiday Inn Golden Mile, Crystal Room 1, 50 Nathan
	Road, Tsimshatsui, Kowloon, Hong Kong on Monday,
	20 September 2004 at 9:30 a.m., to consider and, if
	appropriate, to approve the resolutions contained in the
	notice of the meeting which is set out on pages 15 to 22
	of this circular, or any adjournment thereof;
“Board”	the board of Directors of the Company for the time being;
“Buyback Mandate”	as defined in paragraph 3(a) of the Letter from the Board;
“Company”	Anex International Holdings Limited, a company
	incorporated in Bermuda with limited liability, the shares
	of which are listed on the main board of the Stock
	Exchange;
“Current Bye-laws”	the current bye-laws of the Company;
“Directors”	director(s) of the Company;
“Group”	the Company and its subsidiaries from time to time;
“Hong Kong”	The Hong Kong Special Administrative Region of the
	People’s Republic of China;
“HK$”	Hong Kong dollars;
“Issuance Mandate”	as defined in paragraph 3(b) of the Letter from the Board;
“Latest Practicable Date”	2 August 2004, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“Ordinary Resolutions”	the proposed ordinary resolutions as referred to in the
	notice of the Annual General Meeting;

— 1 —

DEFINITIONS

“SFO”	the Securities and Futures Ordinance, Chapter 571 of
	the Laws of Hong Kong;
“Share(s)”	share(s) of HK$0.10 each in the capital of the Company
	or if there has been a subsequent sub-division,
	consolidation, reclassification or reconstruction of the
	share capital of the Company, shares forming part of the
	ordinary equity share capital of the Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Substantial Shareholder”	a substantial shareholder as defined in the Listing Rules;
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers issued
	by the Securities and Futures Commission in Hong Kong.

— 2 —

LETTER FROM THE BOARD

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ANEX INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

Executive Directors: Kwok Hon Ching (Chairman) Kwok Hon Kau, Johnny Kwok Hon Lam Chau Kwok Wai

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

Independent Non-executive Directors:

Chow Cheuk Lap Wong Lung Tak, Patrick Lee Ho Man, Eric

Principal Place of Business in Hong Kong: 9th Floor Mai Shun Industrial Building 18-24 Kwai Cheong Road Kwai Chung New Territories Hong Kong

6 August 2004

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE COMPANY AND

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND RE-ELECTION OF DIRECTORS

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the amendments to the Current Bye-laws; (ii) the granting of the Buyback Mandate to the Directors; (iii) the granting of the Issuance Mandate to the Directors; (iv) the extension of the Issuance Mandate by adding to it the aggregate number of the issued Shares repurchased by the Company under the Buyback Mandate; and (v) the re-election of Directors.

— 3 —

LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE CURRENT BYE-LAWS

The Stock Exchange has announced amendments to the Listing Rules which include, among other things, amendments to Appendix 3 of the Listing Rules that came into effect on 31 March 2004. Such amendments to Appendix 3 of the Listing Rules require a listed issuer’s articles of association/bye-laws to conform with certain provisions. The Directors therefore propose to amend the Current Bye-laws to ensure compliance with the amended provisions of the Listing Rules in the following aspects:—

• (i) Clause 76 of the Current Bye-laws shall be amended to the effect that where the Company has knowledge that any Shareholder is, under the Listing Rules, 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 Shareholder in contravention of such requirement or restriction shall not be counted;

• (ii) Clause 89 of the Current Bye-laws shall be amended to the effect that the minimum length of the period during which the notice to the Company of the intention to propose a person for election as a Director and during which the notice to the Company by such person of his willingness to be elected are given shall be at least 7 days and that the period for lodgement of the aforesaid notices shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting; and

• (iii) Clause 104 of the Current Bye-laws shall be amended to the effect that a Director shall not vote on any board resolution approving any contract or arrangement or any other proposal in which he or any of his associates (as defined in the Listing Rules) has a material interest nor shall he be counted in the quorum present at such board meeting (subject to certain exceptions acceptable to the Stock Exchange).

With the repeal of the Securities and Futures (Clearing Houses) Ordinance and the enactment of the SFO on 1 April 2003, it is also proposed that the definition of “clearing house” under clause 1 of the Current Bye-laws shall be amended such that its reference to the Securities and Futures (Clearing Houses) Ordinance shall be deleted. Moreover, clause 84 of the Current Bye-laws shall also be amended to provide that all corporations which are Shareholders may appoint multiple corporate representatives.

In order to comply with provision no. 8 in Appendix 3 of the Listing Rules, the Directors propose to amend clause 9 of the Current Bye-laws by inserting the provision in relation to the redeemable shares.

— 4 —

LETTER FROM THE BOARD

In order to increase the flexibility of the Company in appointing auditors, the Directors further propose to amend clause 158 of the Current Bye-laws to the effect that any casual vacancy in the office of auditor may be filled by the Directors without the need to convene a special general meeting of the Shareholders. The proposed amendment to this clause 158 is not because of the recent changes of the Listing Rules.

To comply with the Listing Rules, the proposed amendments to the Current Bye-laws are stated in the proposed special resolution no.4 in the notice convening the Annual General Meeting as set out on pages 15 to 22 of this circular. A copy of the Current Bye-laws will be available for inspection at the Company’s principal place of business in Hong Kong at 9th Floor, Mai Shun Industrial Building, 18-24 Kwai Cheong Road, Kwai Chung, New Territories, Hong Kong during normal business hours from the date hereof up to and including the date of the Annual General Meeting.

3. BUYBACK AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 15 September 2003, general mandates were given to the Directors to exercise the powers of the Company to repurchase shares of the Company and to issue new shares of the Company respectively. Such mandates will lapse at the conclusion of the Annual General Meeting.

Ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors:

• (a) to purchase Shares on the Stock Exchange of an aggregate nominal amount of up to 10% of the aggregate nominal amount of the issued share capital of the Company on the date of passing of such resolution (the “Buyback Mandate”);

• (b) to allot, issue or deal with Shares of an aggregate nominal amount of up to 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution (the “Issuance Mandate”); and

• (c) to extend the Issuance Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in ordinary resolutions nos. 5 and 6 set out in the notice of the Annual General Meeting. With reference to the Buyback Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase or issue any Shares pursuant thereto.

— 5 —

LETTER FROM THE BOARD

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in the Appendix I to this circular.

4. RE-ELECTION OF DIRECTORS

Mr Kwok Hon Lam and Mr Chow Cheuk Lap will retire as Directors, and being eligible, offer themselves for re-election at the forthcoming Annual General Meeting. The details of Directors proposed to be re-elected at the Annual General Meeting are set out in the Appendix III to this circular.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 15 to 22 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the amendments to the Current Bye-laws, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Buyback Mandate and the re-election of Directors.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s Share Registrar in Hong Kong, Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

6. RECOMMENDATION

The Directors consider that the proposed amendments to the Current Bye-Laws, the granting of the Buyback Mandate, the granting/extension of the Issuance Mandate and the re-election of Mr Kwok Hon Lam and Mr Chow Cheuk Lap as Directors of the Company are in the interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

— 6 —

LETTER FROM THE BOARD

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix I (Explanatory Statement on the Buyback Mandate), Appendix II (Procedure by which the Shareholders may demand a poll at a general meeting pursuant to the Current Byelaws) and Appendix III (Details of Directors proposed to be re-elected at the Annual General Meeting) to this circular.

Yours faithfully, For and on Behalf of the Board

Anex International Holdings Limited Kwok Hon Ching Chairman

— 7 —

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

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

1. REASONS FOR THE REPURCHASE

The Directors believe that the Buyback Mandate is in the best interests of the Company and its shareholders. An exercise of the Buyback Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and its Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 457,524,848 Shares.

Subject to the passing of the resolution for the grant of the Buyback Mandate (resolution numbered 5 as set out in the notice convening the Annual General Meeting contained in this circular), and on the basis that no Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Buyback Mandate to repurchase a maximum of 45,752,484 Shares.

3. FUNDING OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its Bye-laws, the Listing Rules, the laws of Bermuda and other applicable laws.

Taking into account the current working capital position of the Company, the Directors consider that, if the Buyback Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 March 2004, the date to which the last audited accounts of the Company were made up. However, the Directors do not intend to make any repurchases to such an extent as would, in circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

— 8 —

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

4. MARKET PRICES OF SHARES

The highest and lowest prices at which the Shares of the Company were traded on the Stock Exchange during each of the previous 12 months from August 2003 to July 2004 and up to the Latest Practicable Date, were as follows:

	Highest	Lowest
	HK$	HK$
2003
August	0.0880	0.0510
September	0.1380	0.0730
October	0.1200	0.0960
November	0.1160	0.1000
December	0.1480	0.1000
2004
January	0.1830	0.1220
February	0.2080	0.1500
March	0.1840	0.1520
April	0.1600	0.1100
May	0.1270	0.0850
June	0.1280	0.1000
July	0.1350	0.0800
August (up to the Latest Practicable Date)	0.0780	0.0770

5. DISCLOSURE OF INTERESTS

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make purchases under the Repurchase Proposal in accordance with the Listing Rules and the laws of Bermuda.

If as a result of a repurchase a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a shareholder or a group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

— 9 —

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

The shareholding of the Directors and Substantial Shareholders as at the Latest Practicable Date prior to the printing of the circular and upon the exercise in full of the powers of the Company to make purchases under the Buyback Mandate are as follows:

				Percentage
				over the
				issued capital
		Latest	Percentage	on full exercise
		Practicable	over existing	of Buyback
Directors	Notes	Date	issued capital	Mandate
Kwok Hon Ching	(a)	83,900,000	18.34	20.38
Kwok Hon Kau, Johnny	(b)	83,900,000	18.34	20.38
Kwok Hon Lam	(c)	83,900,000	18.34	20.38
Lee Ho Man, Eric		2,000,000	0.44	0.49
Chau Kwok Wai		1,000,000	0.22	0.24

				Percentage
				over the
Substantial Shareholders				issued capital
(other than Kwok Hon Ching,		Latest	Percentage	on full exercise
Kwok Hon Kau, Johnny		Practicable	over existing	of Buyback
and Kwok Hon Lam)	Notes	Date	issued capital	Mandate
Hui Mei Heung		75,000,000	16.39	18.21
Kwok Lee Shu Noo	(d)	83,900,000	18.34	20.38
Leung Wai Shan, Christina	(e)	83,900,000	18.34	20.38
Cheng Mei Chu	(f)	83,900,000	18.34	20.38
Armstrong Inc.		75,000,000	16.39	18.21
Prominent Field Inc.		75,000,000	16.39	18.21
Saramade Company Limited		75,000,000	16.39	18.21
Equity Trustee Limited	(g)	225,000,000	49.18	54.64

Notes:

• (a) 75,000,000 Shares are held by Saramade Company Limited, a trustee of a unit trust owned as to a majority by a discretionary trust established for the benefit of the family members of Mr. Kwok Hon Ching.

• (b) 75,000,000 Shares are held by Prominent Field Inc., a trustee of a unit trust owned as to a majority by a discretionary trust established for the benefit of the family members of Mr. Kwok Hon Kau, Johnny.

• (c) 75,000,000 Shares are held by Armstrong Inc., a trustee of a unit trust owned as to a majority by a discretionary trust established by Madam Hui Mei Heung for the benefit of the family members of Mr. Kwok Hon Lam.

— 10 —

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

• (d) 83,900,000 Shares are deemed to be held by Mrs Kwok Lee Shu Noo by virtue of her being the spouse of Mr Kwok Hon Ching.

• (e) 83,900,000 Shares are deemed to be held by Ms Leung Wai Shan, Christina by virtue of her being the spouse of Mr Kwok Hon Kau, Johnny.

• (f) 83,900,000 Shares are deemed to be held by Ms Cheng Mei Chu by virtue of her being the spouse of Mr Kwok Hon Lam.

• (g) Equity Trustee Limited is the trustee of the discretionary trusts mentioned in notes (a), (b) and (c) above.

In the opinion of the Directors, the increase of proportionate interest arising from the full exercise of the Buyback Mandate may give rise to an obligation for Equity Trustee Limited. Save as disclosed above, the Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any purchases to be made under the Buyback Mandate.

The Directors do not have any present intention to exercise the proposed Buyback Mandate to such an extent as would give rise to such an obligation.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates presently intend to sell Shares to the Company under the Buyback Mandate in the event that the Buyback Mandate is approved by shareholders.

The Company has not been notified by any connected persons of the Company that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Buyback Mandate is approved by its shareholders.

6. SHARES PURCHASES MADE BY THE COMPANY

No purchase of Shares has been made by the Company during the last six months (whether on the Stock Exchange or otherwise).

— 11 —

APPENDIX II PROCEDURE BY WHICH THE SHAREHOLDERS MAY DEMAND A POLL AT A GENERAL MEETING PURSUANT TO THE CURRENT BYE-LAWS

The following paragraphs set out the procedure by which the Shareholders may demand a poll at a general meeting of the Company (including the Annual General Meeting) pursuant to the Current Bye-laws.

According to clause 66 of the Current Bye-laws, at any general meeting a resolution put to the vote of the 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 by:—

• (a) the chairman of such meeting; or

• (b) 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; or

• (c) 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 Shareholders having the right to vote at the meeting; or

• (d) 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 in the Company 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 Shares conferring that right.

— 12 —

APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the details of the Directors who will retire at the Annual General Meeting according to the Current Bye-laws and offer themselves for re-election at the Annual General Meeting are provided below.

(1) Mr. KWOK Hon Lam, aged 56, an executive Director

Mr. KWOK Hon Lam is one of the founders of the Group and is the Chief Executive Officer of the Company. Mr. Kwok Hon Lam has many years of experience in the electrical appliances manufacturing industry. He is responsible for the Group’s overall business operations, particularly in research and development of new products and production management. Mr. Kwok Hon Lam has been a director of the Company since 23 May 1991.

Mr. Kwok Hon Lam is the elder brother of Mr. Kwok Hon Ching (the Chairman of the Company and a Substantial Shareholder) and Mr. Kwok Hon Kau, Johnny (an executive director of the Company and a Substantial Shareholder). Mr. Kwok Hon Lam is also the son of Madam Hui Mei Heung (a Substantial Shareholder) and brother-in-law of Mrs Kwok Lee Shu Noo and Ms Leung Wai Shan, Christina. Save as disclosed above, Mr. Kwok Hon Lam does not have any relationships with any other Directors, senior management, Substantial Shareholders, or controlling shareholders (as defined in the Listing Rules) of the Company.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Kwok is deemed to be interested in 75,000,000 ordinary shares in the Company which are held by a trustee of a unit trust, all the units (other than one unit which was beneficially owned by Mr. Kwok Hon Ching) of which were beneficially owned by a discretionary trust, the beneficiaries of which include the family members of Mr. Kwok Hon Lam. He also has a personal interest of 8,900,000 ordinary shares in the Company.

The emoluments of Mr. Kwok Hon Lam are determined by reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions. The total emoluments of Mr. Kwok for the year ended 31 March 2004 is HK$1,956,000.

(2) Mr. CHOW Cheuk Lap, aged 53, an independent non-executive Director

Mr. CHOW Cheuk Lap graduated with a Bachelor of Science degree in Economics and qualified as a solicitor in 1983. He is currently a partner with a firm of solicitors in Hong Kong. Mr. Chow Cheuk Lam has been an independent non-executive Director of the Company since 25 June 1991.

— 13 —

APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Other than the relationship arising from his being an independent non-executive Director, Mr. Chow does not have any relationships with any other Directors, senior management, Substantial Shareholders, or controlling shareholders (as defined in the Listing Rules) of the Company.

As at the Latest Practicable Date, Mr. Chow has no interests in shares of the Company within the meaning of Part XV of the SFO.

There is no service contract between the Company and Mr. Chow. The Director’s fee of Mr. Chow as an Independent Non-executive Director for the year ended 31 March 2004 is HK$50,000 per annum (subject to review by the Board from time to time).

— 14 —

NOTICE OF ANNUAL GENERAL MEETING

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ANEX INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 723)

NOTICE IS HEREBY GIVEN that the 2004 Annual General Meeting of the Company will be held at Holiday Inn Golden Mile, Crystal Room 1, 50 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 20 September 2004 at 9:30a.m. for the following purposes:

1. To receive and consider the audited Financial Statements and the Report of the Directors and of the Auditors for the year ended 31 March 2004;

2. To re-elect the retiring Directors and to authorise the Board of Directors to fix the Directors’ remuneration and to set a maximum number of Directors;

3. To appoint Messrs Ernst & Young as Auditors and to authorise the Board of Directors to fix their remuneration;

4. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

5. “ THAT the Bye-laws of the Company be and are hereby amended in the following manner:

6. (a) Clause 1

   • (i) By inserting the definition of “associate” immediately after the definition of “Act” as follows:

     • “associate(s)” shall have the meaning attributed to it in the rules of the Designated Stock Exchange.

   • (ii) By deleting the words “a recognised clearing house within the meaning of Section 2 of the Securities and Futures (Clearing Houses) Ordinance of Hong Kong or” in the definition of “Clearing House”;

7. (b) Clause 9

By inserting the following immediately after the last sentence of the existing clause 9:

— 15 —

NOTICE OF ANNUAL GENERAL MEETING

“Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases. If purchases are by tender, tenders shall be available to all Members alike.”;

• (c) Clause 76

By re-numbering the existing clause 76 as clause 76. (1) and inserting the following new clause 76. (2) immediately after the new clause 76. (1):

• “76. (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.”;

• (d) Clause 84

By deleting the existing clause 84 in its entirety and substituting therefor a new clause 84 as follows:

• “84. Any corporation which is a Member may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its corporate representative or representatives at any meeting of the Company or at any meeting of any class of members of the Company provided that, if more than one person is so authorised, the authority shall specify the number and class of shares held by the relevant member in respect of which each such person is authorised to act as such corporate representative. Each person so appointed under the provisions of this Bye-law shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise as if it were an individual Member including the right to vote individually on a show of hands notwithstanding the provisions of Bye-law 66. The number of persons a corporation may authorise to act as its corporate representative or representatives shall not exceed the number of shares held by that corporation (or its nominee), being shares in respect of which there is an entitlement to attend and vote at the relevant meeting.”;

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• (e) Clause 89

By deleting the existing clause 89 in its entirety and substituting therefor a new clause 89 as follows:

• “89. No person other than a Director retiring at the meeting shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting unless a notice in writing of the intention to propose such person for election as a Director, signed by a Member (other than the person to be proposed for election as a Director) duly qualified to attend and vote at the meeting for which such notice is given, and a notice in writing signed by such person of his willingness to be elected shall have been lodged at the head office or at the Registration Office. The minimum length of the period during which such notices are given shall be at least seven (7) days and the period for lodgement of such notices shall commence no earlier than 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.”;

• (f) Clause 104

By deleting the existing clause 104 in its entirety and substituting therefor a new clause 104 as follows:

• “104. (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 and whether alone or jointly under a guarantee or indemnity or by the giving of security;

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• (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 member or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in five (5) per cent. or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associates is derived) or of the voting rights; or

• (vi) any proposal 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, their 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 generally accorded to the class of persons to which such scheme or fund relates.

• (2) A company shall be deemed to be a company in which a Director and/or his associate(s) own(s) 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) is/ are the holder(s) 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

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or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director and/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 authorized unit trust scheme in which the Director and/or his associate(s) is/are interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.

• (3) Where a company in which a Director and/or his associate(s) hold(s) five (5) per cent. or more is 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.”; and

• (g) Clause 158

By deleting the words “shall as soon as practicable convene a special general meeting to fill the vacancy” in lines 4 and 5 of clause 158 of the Bye-laws of the Company and substituting therefor the words “may fill any casual vacancy in the office of auditor”.”;

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT

• (a) the exercise by the Directors during the Relevant Period of all the powers of the Company to purchase its shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

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• (b) the total nominal amount of the shares of the Company to be purchased pursuant to the approval in paragraph (a) during the Relevant Period above shall not exceed 10% of the total nominal amount of the share capital of the Company in issue as at the date of this Resolution, and the said approval shall be limited accordingly; and

• (c) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

  • (i) the conclusion of the next Annual General Meeting of the Company;

  • (ii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

  • (iii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held.”;

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT

• (a) subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period of all powers of the Company to allot shares and to make and grant offers, agreements, securities convertible into shares, warrants and options which would or might require shares to be allotted be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall authorise the Directors during the Relevant Period to make and grant offers, agreements, securities convertible into shares, warrants and options which would or might require shares to be allotted after the end of the Relevant Period;

• (c) the total nominal amount of 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 (a), otherwise than pursuant to shares issued as a result of a Rights Issue where shares are offered to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised

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regulatory body or any stock exchange in any territory) or any agreements and arrangements entered into by the Directors of the Company pursuant to the general mandate previously granted to the Directors which would or might require shares to be allotted during the Relevant Period or the share option scheme of the Company, shall not exceed 20% of the total nominal amount of the share capital of the Company in issue as at the date of this Resolution and the said approval shall be limited accordingly;

• (d) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

  • (i) the conclusion of the next Annual General Meeting of the Company;

  • (ii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

  • (iii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held.”; and

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT the general mandate granted to the Directors of the Company pursuant to Resolution 6 above and for the time being in force to exercise the powers of the Company to issue and allot additional shares and to make or grant offers, agreements, securities convertible into shares, warrants and options which might require the exercise of such powers be and is hereby extended by the total nominal amount of shares in the capital of the Company repurchased by the Company since the granting of such general mandate referred to in the above Resolution 5 pursuant to the exercise by the Directors of the Company of the powers of the Company to purchase such shares, provided that such amount shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of this Resolution.”.

By Order of the Board

Chau Kwok Wai Company Secretary

Hong Kong, 6 August 2004

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Notes:

1. The Register of Members of the Company will be closed from Tuesday, 14 September 2004 to Monday, 20 September 2004 (both days inclusive) during which period no transfer of shares will be registered. In order to attend the Annual General Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar in Hong Kong, Tengis Limited, G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 13 September 2004.

2. A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a Member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy so appointed.

3. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be lodged with the Company’s Share Registrar in Hong Kong, Tengis Limited, G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

4. The proposed maximum number of directors under Resolution No. 2 is 10, which is to reconfirm the existing maximum number. Pursuant to Bye-laws 86(2) of the Company Bye-laws, the Directors have the power to appoint any qualified person as a director up to the maximum number determined from time to time by the members in general meeting.

As at the date of this Notice, Mr Kwok Hon Ching, Mr Kwok Hon Kau, Johnny, Mr Kwok Hon Lam and Mr Chau Kwok Wai are executive Directors and Mr Chow Cheuk Lap, Mr Wong Lung Tak, Patrick and Mr Lee Ho Man, Eric are independent non-executive Directors of the Company.

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