Sisram Medical Ltd — Proxy Solicitation & Information Statement 2006

Jan 11, 2006

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in ANEX INTERNATIONAL HOLDINGS LIMITED, you should at once hand this circular to the purchaser(s) or transferee(s) or to the licensed securities dealer, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

ANEX INTERNATIONAL HOLDINGS LIMITED 安歷士國際控股有限公司[*] (Incorporated in Bermuda with limited liability)

(Stock Code: 723)

DISCLOSEABLE TRANSACTION

DISPOSAL OF PROPERTY BY A SUBSIDIARY IN HONG KONG

* For identification purpose only

9 January 2006

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The Disposal
The Sale and Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Reasons for the Disposal and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix – General information
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Directors’ interests in securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Substantial Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Service contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Competing interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

DEFINITIONS

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

“associates”	has the same meaning ascribed thereto in the Listing Rules;
“Board”	the board of Directors;
“Company”	Anex International Holdings Limited, an exempted company
	incorporated in Bermuda with limited liability, whose Shares are
	listed on the Stock Exchange;
“Completion Date”	18 May 2005, the date of completion of the Disposal;
“Directors”	the directors of the Company;
“Disposal”	the disposal of the interest in the Property by the Vendor to the
	Purchaser pursuant to the Sale & Purchase Agreement;
“Group”	the Company and its subsidiaries and members of the Group shall
	be construed accordingly;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	The Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Independent Third Party”	an independent third party not connected with the directors, chief
	executives and substantial shareholders of the Company and its
	subsidiaries and their respective associates;
“Latest Practicable Date”	4 January 2006, being the latest practicable date for ascertaining
	certain information referred to herein prior to the printing of this
	circular;
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange;
“Property”	a piece of property situated at Flat 10C, Mai Shun Industrial
	Building, 18-24 Kwai Cheong Road, Kwai Chung, New Territories,
	Hong Kong;
“Purchaser”	Mr. Wong Kung Yue who, to the best of the Directors knowledge
	and belief after making reasonable enquiries is an Independent
	Third Party;

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DEFINITIONS

“Sale & Purchase Agreement”	the sale and purchase agreement dated 11 April 2005 entered into
	between the Vendor and the Purchaser, particulars of which are
	set out in the paragraph headed “The Disposal – the Sale and
	Purchase Agreement” in this circular;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
“Shares”	ordinary shares of HK$0.10 each in the capital of the Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Vendor”	Anex Electrical Company Limited, a direct wholly owned
	subsidiary of the Company holding the interests of the Property.

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LETTER FROM THE BOARD

ANEX INTERNATIONAL HOLDINGS LIMITED 安歷士國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 723)

Executive Directors: Mr. Kwok Hon Ching (Chairman) Mr. Kwok Hon Lam (Chief Executive Officer) Mr. Kwok Chi Hang Peter Mr. Lee Yu Leung Mr. Loo Pak Hong

Non-executive Director: Ms To Wing Yee, Janice

Independent Non-executive Directors: Mr. Wong Tik Tung Mr. Chan Kwok Wai

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

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

9 January 2006

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

DISPOSAL OF PROPERTY BY A SUBSIDIARY IN HONG KONG

INTRODUCTION

On 16 December 2005, the Company announced that the Vendor entered into the Sale & Purchase Agreement with the Purchaser on 11 April 2005 to dispose of its interests in the Property for cash consideration of HK$2,300,000.

The Disposal under the Sale & Purchase Agreement constitutes a discloseable transaction under Rule 14.08 of the Listing Rules.

The purpose of this circular is to provide Shareholders with details of the Disposal.

* For identification purpose only

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LETTER FROM THE BOARD

THE DISPOSAL

The Sale & Purchase Agreement

On 11 April 2005, the Vendor entered into the Sale & Purchase Agreement with the Purchaser to dispose of its interests in the Property for cash consideration of HK$2,300,000.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Purchaser is an Independent Third Party.

The following is a summary of the principal terms of the Sale & Purchase Agreement:

Property: Factory Unit C, 10th Floor, Mai Shun Industrial Building, 18-24 Kwai Cheong Road, Kwai Chung, New Territories, Hong Kong Date: 11 April 2005 Vendor: Anex Electrical Company Limited, a direct wholly owned subsidiary of the Company Purchaser: Mr. Wong Kung Yue, who is an Independent Third Party Consideration: HK$2,300,000.00 paid in the following manner: HK$230,000.00 paid as deposit on 14 April 2005 HK$2,070,000.00 paid on the Completion Date as balance of the purchase price for the Disposal Completion: The completion of the Disposal took place on the Completion Date.

The Property

The Property is located at Flat 10C, Mai Shun Industrial Building, 18-24 Kwai Cheong Road, Kwai Chung, New Territories, Hong Kong.

The Property was acquired by the Group on 18 August 1990 for the Group’s own use and is freely transferable and can be used for industrial purposes and was previously occupied by the Company for use as office space until the Disposal.

REASONS FOR THE DISPOSAL AND USE OF PROCEEDS

The Group is principally engaged in the design and manufacture of electrical appliances and the trading of merchandise.

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LETTER FROM THE BOARD

The consideration for the Property was arrived at pursuant to arm’s length negotiations between the parties having regard to the book value of the Property as well as the property market in Hong Kong. Having also considered the price offered by the Purchaser the Board saw it as a good opportunity to realise the Property so that the Company’s assets could be utilised in a more effective way and which would assist in reducing the gearing levels of the Company and reduce interest expenses. The proceeds realised has been applied as general working capital of the Group.

The consideration for the Disposal amounting to HK$2,300,000.00 is the same as the aggregate audited book value of the Property which was HK$2,300,000.00 as at 31 March 2005. The fixed assets of the Company as at 31 March 2006 will be reduced by the book value of the Property of HK$2,300,000.00. Upon completion of the Disposal, cash in hand was increased by the consideration for the Disposal which is also HK$2,300,000.00. The Disposal has resulted in a book loss of approximately HK$26,117.00 for the year ending 31 March 2006, being the effect on earnings as a result of the Disposal.

Save as disclosed, the Disposal does not have any material effect on the earnings, assets and liabilities of the Company or the Group.

Taking into account the abovementioned factors, the Directors are of the view that the terms of the Disposal are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole.

FURTHER INFORMATION

Your attention is drawn to the additional information set out in the Appendix.

Yours faithfully, On behalf of the Board ANEX INTERNATIONAL HOLDINGS LIMITED KWOK HON CHING CHAIRMAN

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

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

2. DIRECTORS’ INTERESTS IN SECURITIES

As at the Latest Practicable Date, the interests and short positions of each Director and chief executive of the Company in the Shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of SFO); or are required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange are as follows:

Long Positions

• (i) Beneficial interest and short position in Shares:

			Approximate
			percentage
			of issued
		Number of	share capital
Directors	Capacity	Shares	of the Company
Mr. Kwok Hon Ching	Beneficial owner	83,900,000	10.91%
(Note 1)	and family interest
Mr. Kwok Hon Lam	Beneficial owner	184,582,800	24.02%
(Note 2)	and family interest

Notes:

1. Mr. Kwok Hon Ching, is interested in an aggregate of 83,900,000 Shares; of the 83,900,000 Shares, 8,900,000 Shares are directly beneficially owned by Mr. Kwok Hon Ching and 75,000,000 Shares are held by Saramade Company Limited which is a trustee of a unit trust owned by a discretionary trust for the benefit of the family members of Mr. Kwok Hon Ching. Mrs Kwok Lee Shu Noo is deemed to hold the 83,900,000 Shares by virtue of her being the spouse of Mr. Kwok Hon Ching.

2. Mr. Kwok Hon Lam is interested in an aggregate of 184,582,800 Shares, of which he holds 12,460,000 Shares directly; 97,122,800 Shares are held by Full State Holdings Limited, a company the entire issued share capital of which is wholly owned by Mr. Kwok Hon Lam and 75,000,000 Shares are held by Armstrong Inc which is a trustee of a unit trust owned by a discretionary trust established by Madam Hui Mei Heung for the benefit of the family members of Mr. Kwok Hon Lam. Ms Cheng Mei Chu is deemed to hold the 184,582,800 Shares by virtue of her being the spouse of Mr. Kwok Hon Lam.

None of the Directors held any short position in the Shares.

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GENERAL INFORMATION

APPENDIX

• (ii) As at the Latest Practicable Date, none of the Directors held any interests or short positions in underlying shares of equity derivatives of the Company.

• (iii) As at the Latest Practicable Date, none of the Directors held any beneficial interest or short position in shares in associated corporations

Save as disclosed above, none of the Directors and chief executive of the Company has any interests and short position in the Shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of SFO); or are required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange as at the Latest Practicable Date.

• (iv) Directors’ interest in assets and/or arrangement

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been since 31 March 2005 (being the date to which the latest published audited consolidated accounts of the Group was made up) acquired or disposed of by or leased to any members of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, there is no contract or arrangement subsisting in which a Director was materially interested and which was significant in relation to the business of the Group as a whole.

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as known to the Directors and chief executive of the Company, persons other than the Directors or chief executive of the Company, who has an interest or short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in five per cent. or more the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group are as follows:

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GENERAL INFORMATION

APPENDIX

Long positions

• (i) Interest in the shares of the Company:

			Approximate
			percentage of the
			total issued Shares
		Number of	as at the Latest
Name of Shareholder	Capacity	Shares	Practicable Date
Mr. Kwok Hon Kau, Johnny	Beneficial owner	83,900,000	10.91%
(Note 1)	and family interest
Mr. Cheng Tun Nei	Beneficial owner	57,256,000	7.45%
(Note 2)	and family interest

Notes:

1. Mr. Johnny Kwok, is interested in 83,900,000 Shares; of the 83,900,000 Shares, 8,900,000 Shares are directly beneficially owned by Mr. Johnny Kwok. 75,000,000 Shares are held by Prominent Field Inc for the benefit of the family members of Mr. Johnny Kwok. Ms Leung Wai Shan, Christina is deemed to hold the 83,900,000 shares by virtue of her being the spouse of Mr. Johnny Kwok.

2. Mr. Cheng Tun Nei, is interested in 57,256,000 Shares of which 54,560,000 Shares are directly beneficially owned by Mr. Cheng Tun Nei and 2,696,000 Shares are held by Ms Li Wa Hei. Ms Li Wa Hei is deemed to be interested in the total of 57,256,000 Shares by virtue of being the spouse of Mr. Cheng Tun Nei.

Save as disclosed, so far as known to the Directors and chief executive of the Company, there are no other persons other than the Directors or chief executive of the Company, who has an interest or short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in ten per cent. or more the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

4. SERVICE CONTRACT

There is no service contract between the Directors and members of the Group which does not expire or is not determinable by the employer within one year without payment of compensation (other than statutory compensation).

5. COMPETING INTERESTS

None of the Directors and his/her associates is interested directly or indirectly in a business, apart from his/her interest in the Company, which competes or is likely to compete with the business of the Group.

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GENERAL INFORMATION

APPENDIX

6. LITIGATION

As at the Latest Practicable Date, so far as is known to the Directors, no member of the Group is engaged in any litigation or arbitration of material importance and the Directors are not aware of any litigation or claims of material importance pending or threatened against any member of the Group.

7. MISCELLANEOUS

• (a) The registered office of the Company is at Clarendon House, Church Street, Hamilton HM11, Bermuda and the principal office is at 9th Floor, Mai Shun Industrial Building, 1824 Kwai Cheong Road, Kwai Chung, New Territories, Hong Kong.

• (b) The secretary of the Company is Ms Shirley Lau, a solicitor qualified in Hong Kong.

• (c) The qualified accountant of the Company appointed pursuant to Rule 3.24 is Mr. Ho Yuet Lee, Leo, CPA, FCCA.

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

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