Sisram Medical Ltd — Proxy Solicitation & Information Statement 2006

Mar 7, 2006

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ANEX INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 723)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN (the “Notice”) that a special general meeting (the “Meeting”) of Anex International Holdings Limited (the “Company”) will be held at 6/F, Lotus Room, The Marco Polo Hong Kong Hotel, 3 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 30 March 2006 at 9:30 a.m. for the purpose of considering and if thought fit, approving the following resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the authorized share capital of the Company be and is hereby increased from HK$80,000,000 comprising of 800,000,000 shares of HK$0.10 each to HK$300,000,000 comprising of 3,000,000,000 shares of HK$0.10 each by the creation of an additional 2,200,000,000 shares of HK$0.10 each (the “Capital Increase”)”;

2. “ THAT any two Directors be and are hereby authorized for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by them to be incidental to, ancillary to or in connection with the matters contemplated in and for completion of the Capital Increase”;

3. “ THAT the following retiring Directors be re-elected:

4. (A) Mr. Cheng Tun Nei;

5. (B) Dr. Siu Miu Man;

6. (C) Mr. Kwok Chi Hang, Peter;

7. (D) Mr. Chan Sun Kwong;

8. (E) Mr. Loo Pak Hong;

9. (F) Ms. To Wing Yee, Janice;

10. (G) Mr. Fung Kwan Yin, James; and

11. (H) Mr. Chow Nim Sun, Nelson”;

12. “ THAT the Board of Directors be and is hereby authorized to fix the remuneration of the Directors”;

SPECIAL RESOLUTIONS

1. (A) “ THAT the bye-laws of the Company be altered in the following manner:

   • (i) by deleting the existing bye-law 86(2), as amended, and substituting therefor the following bye-law: “86(2). The Board shall have power from time to time and at any time to appoint any qualified person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the members in general meeting. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at such meeting. In case such Director who is being appointed to fill a casual vacancy is required to retire by rotation at an annual general meeting in accordance with Bye-law 87(2), he shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such annual general meeting.”

   • (ii) by deleting the existing bye-law 86(4) and substituting therefor the following bye-law: “86(4). The Members may, at any general meeting convened and held in accordance with these Bye-laws, by ordinary resolution remove a Director at any time before the expiration of his period of office notwithstanding anything in these Bye-laws or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement) provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention to do so and be served on such Director fourteen (14) days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for his removal.”

   • (iii) by deleting the existing bye-law 87(2), as amended, and substituting therefor the following bye-law: “87(2). At each annual general meeting, one-third of the Directors for the time being, (or, if their number is not three or a multiple of three, then the number nearest to but not greater than one-third), shall retire from office by rotation, provided that every Director (including those appointed for a specific term but excluding those holding office as Chairman or Managing Director) shall be subject to retirement by rotation at least once every three years or within such other period as the Designated Stock Exchange may from time to time prescribe or within such other period as the laws of such jurisdiction applicable to the Company may prescribe. Every Director holding the office of Chairman or Managing Director shall be subject to re-election once every three years.”

   • (iv) by deleting the last sentence of the existing bye-law 91(1), as amended, in its entirety;

   • (v) by deleting the existing bye-law 115, as amended, in its entirety; and

   • (vi) by deleting the last paragraph existing bye-law 123, as amended, and substituting therefor the following paragraph: “123. Where a Director has a conflict of interest which for the purposes of Bye-laws 102 to 104 will render that Director to be excluded from being counted as quorum or from voting at any board meeting, in a matter to be considered by the Board, the matter should not be dealt with by way of circulation of board resolutions pursuant to this Bye-law but a board meeting shall be held with the presence of the independent non-executive Directors, who and whose associates, have no material interest in the transaction.””

2. (B) “ THAT subject to the passing of the resolution numbered 4(A), the bye-laws of the Company contained in the printed document, a copy of which has been produced to the meeting marked “A” and has been signed by the Chairman of the meeting for the purpose of identification, be and are hereby approved and adopted as the new bye-laws of the Company in substitution for the existing bye-laws of the Company.”

By Order of the Board of Anex International Holdings Limited Cheng Tun Nei Chairman

Hong Kong, 8 March 2006

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Principal Place of Business in Hong Kong: Registered Office: Room 1606-7, West Tower Clarendon House Shun Tak Centre 2 Church Street 168-200 Connaught Road Central Hamilton HM11 Hong Kong Bermuda Notes:

1. Any member of the Company entitled to attend and vote at the Meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share of the Company as if he were solely entitled thereto; but if more than one or such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the proxy form duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Company’s branch share registrar in Hong Kong, Tengis Limited, 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

4. Whether or not you propose to attend the Meeting in person, you are strongly urged to complete and return the proxy form in accordance with the instructions printed thereon. Completion and return of the proxy form will not preclude you from attending the Meeting and voting in person if you so wish. In the event that you attend the Meeting after having lodged the proxy form, it will be deemed to have been revoked.

The Directors of the Company as at the date of this notice are as follows: Executive directors: Non-executive director: Mr. Cheng Tun Nei (Chairman) Ms. To Wing Yee, Janice Mr. Kwok Hon Lam (Vice Chairman) Dr. Siu Miu Man (Chief Executive Officer) Independent non-executive directors: Mr. Kwok Chi Hang. Peter Mr. Chan Sun Kwong Mr. Loo Pak Hong Mr. Fung Kwan Yin, James Mr. Chow Nim Sun, Nelson

Please also refer to the published version of this announcement in The Standard.

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