Smart Fish Wealthlink Holdings Limited — Proxy Solicitation & Information Statement 2002

Oct 10, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities of Winsan (China) Investment Group Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

*

(Incorporated in the Cayman Islands with limited liability)

PROPOSED CHANGE OF DOMICILE AND REORGANISATION OF SHARE CAPITAL

A notice convening an extraordinary general meeting of Winsan (China) Investment Group Company Limited to be held at Rooms 1808-1809, 18th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on 7th November, 2002 at 10:30 a.m. to consider the Proposals is set out on pages 14 to 16 of this circular. Whether or not they are able to attend the meeting in person, shareholders are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the share registrar of the Company in Hong Kong, Abacus Share Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting should they so wish.

* For identification only

7th October, 2002

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• “Announcement”

the announcement dated 24th September, 2002 issued by the Company regarding the Proposals

• “associates”

the meaning ascribed to it under the Listing Rules

• “Board”

the board of directors of the Company

• “Business Day”

• a day, other than a Saturday, on which banks in Hong Kong are generally open for business

• “Capital Reorganisation”

• the Initial Set-off and proposed reduction of the nominal value of each Existing Share from HK$0.10 to HK$0.01 by cancelling HK$0.09 of the nominal value of each Existing Share and sub-dividing each of the authorised but unissued shares into 10 new shares of HK$0.01 each and the application of the credit arising from such reduction to a distributable reserve of the Company

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Change of Domicile”

• the proposed change of domicile of the Company from the Cayman Islands to Bermuda by way of de-registration in the Cayman Islands under the laws of the Cayman Islands and continuance as an exempted company in Bermuda under the laws of Bermuda

• “Company”

• Winsan (China) Investment Group Company Limited, a company incorporated in the Cayman Islands with limited liability, whose securities are listed on the Stock Exchange

• “Companies Law”

• the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Companies Ordinance”

• the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

• “Directors”

the directors of the Company

– 1 –

DEFINITIONS

• “EGM” the extraordinary general meeting of the Company notice of which is set out herein, to be convened on 7th November, 2002 at 10:30 a.m. to consider the Proposals

• “Existing Constitutional the Company’s existing Memorandum and Articles of Documents” Association

• “Existing Share(s)” ordinary share(s) of HK$0.10 each in the capital of the Company

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “HKSCC” Hong Kong Securities Clearing Company Limited

• “Initial Set-off” the proposed set off of the entire amount standing to the credit of the share premium account of the Company (as at the Latest Practicable Date about HK$940,891,570) against its accumulated losses (as at 30th June, 2002, about HK$1,049,364,000)

• “Latest Practicable Date” 4th October, 2002, 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

• “Mr. Chan”

• Mr. Chan Chak Shing, the sole director of and sole beneficial owner of all the shares in the Substantial Shareholder, and a Director

• “New Constitutional Documents”

• the proposed Memorandum of Continuance and Bye-laws of the Company to be adopted at the EGM to replace the Existing Constitutional Documents

• “New Share(s)”

• ordinary share(s) of HK$0.01 each in the capital of the Company after the completion of the Capital Reorganisation

• “PRC”

the People’s Republic of China

– 2 –

DEFINITIONS

“Share Option Scheme” the share option scheme adopted by the Company on 5th July, 1997, conferring on the holders thereof rights to subscribe in cash for new shares at exercise prices determined in accordance with the scheme

• “Shareholder(s)” holder(s) of (a) Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Substantial Shareholder” Winsan International Holdings Limited, the substantial shareholder holding approximately 50.14% of the issued share capital of the Company as at the Latest Practicable Date

• “HK$” Hong Kong dollars

• “%” per cent

– 3 –

LETTER FROM THE BOARD

*

(Incorporated in the Cayman Islands with limited liability)

Directors:

Mr. Chan Chak Shing (Chairman) Mr. Chan Hon Ching (President) Ms. Lo Mei Chun Ms. Chiu King Cheung Mr. Wong Po Yan Mr. Chan Kay Cheung*

Registered office: Ugland House South Church Street P.O.Box 309 George Town Grand Cayman Cayman Islands British West Indies

• Non-executive Director

• ** Independent non-executive Director

Principal place of business:

Rooms 1808-1809 Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong

7th October, 2002

To the Shareholders

and for information only, holders of Options

Dear Sir or Madam,

PROPOSED CHANGE OF DOMICILE AND REORGANISATION OF SHARE CAPITAL (THE “PROPOSALS”)

INTRODUCTION

On 24th September, 2002, the Directors announced that they intend to put forward the Proposals to the Shareholders. The purpose of this circular is to give you further details of the Proposals and to give you notice of the EGM to be convened for the purpose of seeking approval of the Change of Domicile and the Capital Reorganisation.

* For identification only

– 4 –

LETTER FROM THE BOARD

REORGANISATION

Change of domicile

It is proposed that the Company’s domicile be changed from the Cayman Islands to Bermuda by way of de-registration in the Cayman Islands under the laws of the Cayman Islands and continuation as an exempted company in Bermuda under the laws of Bermuda.

Once the special resolution set out in the notice of EGM contained in this circular have been passed, the Company will apply to the Bermuda Monetary Authority for its consent to continue as an exempted company in Bermuda. Upon obtaining the consent of the Bermuda Monetary Authority, an application will be made to the Cayman Registrar of Companies to have the Company de-registered in the Cayman Islands and to the Bermuda Registrar of Companies for the continuation of the Company in Bermuda. Upon filing of the application for de-registration of the Company together with payment of the appropriate fee at the Cayman Registrar of Companies, the Cayman Registrar of Companies will issue a Certificate of Deregistration. Thereafter, the Company will register its Memorandum of Continuance with the Bermuda Registrar of Companies. Upon registration by the Bermuda Registrar of Companies of the Memorandum of Continuance (after it is adopted by the Company at the EGM), the Bermuda Registrar will issue a Certificate of Continuance and the Company will become a company to which the Companies Act 1981 of Bermuda and any other laws in Bermuda apply as if the Company had been incorporated in Bermuda on the date of the registration of the Memorandum of Continuance. The Certificate of Continuance will be deemed to be the Company’s Certificate of Incorporation. The Company must then forward a copy of the Certificate of Continuance issued by the Bermuda Registrar of Companies to the Cayman Registrar of Companies.

The Change of Domicile is conditional on:

• (a) the passing of the necessary special resolution by the shareholders at the EGM; and

• (b) compliance with the legal procedures and requirements under the laws of the Cayman Islands and Bermuda.

It is proposed that the New Constitutional Documents will be adopted to replace the Existing Constitutional Documents in order to comply with Bermuda company law.

Save for the changes required to be made to reflect that the Company will become a body corporate in Bermuda and comply with the Bermuda company law, there are no material differences between the Existing Constitutional Documents and the New Constitutional Documents. Summaries of the differences of certain provisions of the Companies Law and Bermuda company law and the differences between the Existing Constitutional Documents and the New Constitutional Documents are available for inspection as referred to in the section headed “Documents available for inspection” in Appendix I of this circular.

– 5 –

LETTER FROM THE BOARD

The Change of Domicile will take effect on the day of registration of the Memorandum of Continuance with the Bermuda Registrar of Companies.

Capital Reorganisation

The process will be effected in the following manner:

• (a) by setting off the entire amount standing to the credit of the share premium account of the Company (as at the Latest Practicable Date about HK$940,891,570) against and to reduce its accumulated losses being HK$1,049,364,000 as at 30th June, 2002 to HK$108,472,430; and

• (b) by reducing the nominal value of each Existing Share from HK$0.10 to HK$0.01 by cancelling HK$0.09 of the nominal value of each Existing Share and subdividing each of the authorised but unissued Share into 10 new shares of HK$0.01 each. The credit in the sum of about HK$140,263,200 arising from such reduction will be credited to a distributable reserve of the Company.

As at Latest Practicable Date, the Company had an authorised share capital of HK$300 million divided into 3 billion Existing Shares, 1,558,480,000 of which had been issued. Immediately after the Capital Reorganisation, the Company will have in issue 1,558,480,000 New Shares (assuming that no new Existing Shares are issued or purchased by the Company before the Capital Reorganisation is completed).

There will be no change to the authorised share capital of the Company under the Capital Reorganisation.

As a result of the Capital Reorganisation and based on the issued share capital of the Company as at the Latest Practicable Date, there will be 1,558,480,000 issued New Shares and 14,415,200,000 authorised but unissued New Shares of the Company (which include those unissued New Shares arising from the Capital Reduction), and a credit of approximately HK$140,263,200 will arise, which will be added to the distributable reserve of the Company in order to increase the amount which may be distributed to the shareholders in future.

Reasons for the Proposals

The Group is engaged in the businesses of transportation, logistics and infrastructure, with investments in both the PRC and Hong Kong. The Group also runs its business as a solutions provider for broadband and cable television operations in the PRC. The Company does not expect any significant changes to its operations on line of business after the Proposals.

– 6 –

LETTER FROM THE BOARD

The Capital Reorganisation is proposed to enable the Company to apply part of the amount standing to the credit of its share premium account to eliminate the accumulated losses of the Company as at 30th June, 2002 (being HK$1,049,364,000) putting the Company in a position to declare dividends to its shareholders at an earlier opportunity although at present, the Company has not decided on whether dividends will be declared upon completion of the Proposals. In addition, it will also provide the Company with more flexibility in fixing the price for issuing new shares as the Existing Shares are traded below their nominal value recently but new shares cannot be issued below its nominal value. Subject to market conditions, the Company will issue new shares as and when the Directors think fit and desirable. To shorten the time required to effect the Capital Reorganisation, it is also proposed to effect the Change of Domicile. The Company has received advice from its legal advisers that while only special resolutions of the Company (to authorise the Capital Reorganisation) are required, it may take up to 6 months to complete the Capital Reorganisation, subject to the availability of the Court in the Cayman Islands, if it is to be effected in the Cayman Islands; whereas with implementation of the proposed Change of Domicile, the time required will be shortened to about 2 to 3 months.

Part of the amount standing to the credit of the contributed surplus account of the Company immediately after the completion of the Capital Reorganisation will be applied to eliminate the accumulated losses of the Company then remaining after the Initial Set-off which is expected to amount to about HK$108,472,430.

Impact on the Company and Shareholders

The Proposals will not alter the underlying assets, business operations, management or financial position of the Group nor the proportionate interest of the shareholders of the Company. The Directors believe that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group. The total expense involved in the implementation of the Proposals is expected to be around HK$500,000. The Directors expect that immediately after the Capital Reorganisation and the application of the Company’s contributed surplus to eliminate accumulated losses described above, about HK$31,790,770 will remain to the credit of the Company’s contributed surplus account.

The Change of Domicile will not involve the formation of a new holding company, the withdrawal of listing of existing securities, any issue of new securities, any transfer of assets of the Company or any change in the existing shareholding structure of the Company. The continuation of the Company in Bermuda does not create a new legal entity or prejudice or affect the continuity of the Company. Implementation of the Change of Domicile will not affect the listing status of the shares of the Company on the Stock Exchange.

There will be no change to the principal place of business of the Group.

– 7 –

LETTER FROM THE BOARD

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional on:

• (a) the passing of the necessary special resolution by the shareholders at an extraordinary general meeting of the Company;

• (b) the Change of Domicile becoming effective;

• (c) compliance with the legal procedures and requirements under the laws of Bermuda and the Cayman Islands; and

• (d) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares.

If the conditions of the Change of Domicile and Capital Reorganisation are not fulfilled, they will not proceed. Shareholders and potential investors should therefore exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

TRADING AND EXCHANGE OF CERTIFICATES

Detailed timetable for the trading arrangements of shares of the Company and exchange of share certificates upon implementation of the Capital Reorganisation will be published in the newspapers as soon as the effective date of the Capital Reorganisation can be reasonably ascertained.

Existing certificates for the Existing Shares will be deemed as evidence of legal title to the same number of New Shares and continue to be marketable after implementation of the Capital Reorganisation.

There will be no change to the board lot for trading in the Shares on the Stock Exchange upon the implementation of the Capital Reorganisation.

APPLICATION FOR LISTING

Application has been made to the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares and all necessary arrangements have been made for the New Shares to be admitted into CCASS established and operated by HKSCC.

Subject to the granting of listing of, and permission to deal in, the New Shares on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

– 8 –

LETTER FROM THE BOARD

CHANGE OF REGISTERED ADDRESS

Upon completion of the Change of Domicile, the registered address of the Company will be changed to Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

EXTRAORDINARY GENERAL MEETING

You will find on pages 14 to 16 of this circular a notice of an EGM to be held at 10:30 a.m. on 7th November, 2002 at Rooms 1808-1809, 18th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong at which a special resolution will be proposed to consider, and, if thought fit, to approve matters relating to the Change of Domicile and the Capital Reorganisation respectively, including, amongst other things, fixing the maximum number of directors, confirming the appointment of the existing directors and empowering the Directors to appoint additional directors pursuant to the requirements of Bermuda law.

There is enclosed a form of proxy for use by shareholders at the EGM. Shareholders are requested to complete the enclosed form of proxy and return it in accordance with the instructions printed thereon to the share registrar of the Company in Hong Kong, Abacus Share Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting should they so wish.

ADJUSTMENTS IN RELATION TO SHARE OPTION SCHEME

The Directors are consulting the Company’s auditors as to whether or not the Capital Reorganisation has triggered adjustments to the existing exercise prices and the number of the options. The adjustments to the exercise prices and the number of the options, if any, will be made by the Directors on such basis in accordance with the terms and conditions of the Share Option Scheme. Further announcement will be made on the required adjustments to the options, if any, as soon as practicable.

RECOMMENDATION

The Directors believe that the Change of Domicile and the Capital Reorganisation are in the best interests of the Company and the Shareholders. Accordingly, they recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM. The Substantial Shareholder and its associates have informed the Directors that they will vote in favour of such resolution in respect of their shareholdings in the Company.

Yours faithfully,

By order of the Board

Winsan (China) Investment Group Company Limited Chan Chak Shing

Chairman

– 9 –

GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company.

The directors of the Company jointly and severally accept full responsibility for the accuracy of information contained herein and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinion expressed in this circular have been arrived as after due and careful consideration and there are no other facts nor contained in the circular, the omission of which would make any statement contained herein misleading.

2. SHAREHOLDINGS OF THE DIRECTORS, THE SUBSTANTIAL SHAREHOLDER AND ITS ASSOCIATES

As at the Latest Practicable Date, the Substantial Shareholder and its associates were interested in a total of 814,372,870 Shares, representing approximately 52.25% of the issued share capital of the Company, the breakdown of which is as follows:

			Approximate
			percentage of
	Number of	Outstanding	the issued share
	Shares as at	Options as at the	capital as at the
Substantial Shareholder	the Latest	Latest Practicable	Latest Practicable
and its associates	Practicable Date	Date	Date
Substantial Shareholder	781,372,870	–	50.14%
Madam Wong Wan Kai
(wife of Mr. Chan)	33,000,000	4,800,000	2.11%
Mr. Chan (sole director and
sole beneficial owner
of the Substantial
Shareholder and Director)	–	25,000,000	0%
Total	814,372,870		52.25%

– 10 –

GENERAL INFORMATION

APPENDIX I

The following Directors are interested in Shares as set out below:

			Approximate
			percentage of
	Number of	Outstanding	the issued share
	Shares as at	Options as at the	capital as at the
	the Latest	Latest Practicable	Latest Practicable
Directors	Practicable Date	Date	Date
Chan Chak Shing	–	25,000,000	0%
Chan Hon Ching	11,250,000	25,000,000	0.72%
Lo Mei Chun	2,600,000	1,600,000	0.17%
Chiu King Cheung	3,812,500	24,000,000	0.24%
Wong Po Yan	–	–	0%
Chan Kay Cheung	–	–	0%
Total	17,662,500		1.13%

3. MATERIAL CONTRACTS

The following contracts have been entered into within the 2 years preceding the date of this circular, otherwise than in the ordinary course of business, and are, or may be, material:-

• (a) An acquisition agreement dated 16th February, 2001 entered into among: (1) Teleprime Enterprises Limited (“Teleprime”); (2) the Company; (3) the Controlling Shareholder; (4) Hon Tung Keung; and (5) Mr. Chan for, inter alia: (i) the sale by Teleprime and the purchase by the Company of 88% of the issued share capital of Leap Technologies Inc.; (ii) the sale by the Company and purchase by the Substantial Shareholder of the entire issued share capital of 11 companies, the consideration of the above were to be satisfied by: (A) the transfer to Teleprime of Shares held by the Substantial Shareholder and of shares held by the Substantial Shareholder in Evergrow Technology Company Limited; and (B) the issue and allotment to Teleprime of 760 million convertible preference shares by the Company. The acquisition agreement and related contracts were terminated on 23rd February, 2001 by agreement between the parties.

• (b) A sale and purchase agreement dated 16th February, 2001 entered into between Winsan (BVI) Company Limited and Gold Legacy International Limited whereby, inter alia, Winsan (BVI) Company Limited agreed to sell and Gold Legacy International Limited agreed to purchase 100% of the issued share capital of Cheery Year Development Limited for a consideration of HK$33.4 million. At the time of the agreement, both Winsan (BVI) Company Limited and Gold Legacy International Limited were subsidiaries of the Company.

– 11 –

GENERAL INFORMATION

APPENDIX I

• (c) An acquisition agreement dated 21st June, 2001 entered into among (1) Lion Regent Investment Limited (“Lion Regent”); (2) the Company; (3) the Controlling Shareholder; (4) Wang Jinyu; and (5) Mr. Chan whereby, inter alia, (i) Lion Regent agreed to sell and the Company agreed to purchase the entire issued share capital of Profitful Investment Limited; (ii) the Company agreed to sell and the Substantial Shareholder agreed to purchase the entire issued share capital of 11 companies, the consideration of the above was to be satisfied by the transfer to Lion Regent of Shares held by the Substantial Shareholder and of shares held by the Substantial Shareholder in Evergrow Technology Company Limited.

• (d) A placing agreement dated 28th June, 2001 entered into between NSC Securities (Asia) Limited (the “Placing Agent”) and the Substantial Shareholder in relation to, inter alia, the placing of 42,000,000 shares of the Company at a price of HK$0.25. The placing was fully underwritten by the Placing Agent.

• (e) A top-up subscription agreement dated 28th June, 2001 entered into between the Substantial Shareholder and the Company whereby, inter alia, the Company agreed to issue 42,000,000 new shares of the Company to the Substantial Shareholder at a price of HK$0.25 per share.

• (f) An underwriting agreement dated 19th April, 2002 entered into between the Company and the Substantial Shareholder whereby, inter alia, the Substantial Shareholder agreed to fully underwrite the offer shares under the Open Offer, details of which have been set out in a circular to Shareholders dated 28th May, 2002.

4. SERVICE CONTRACTS

Each of Mr. Chan and Mr. Chan Hon Ching, being executive Directors, and Ms. Chiu King Cheung, being a non-executive Director, entered into a service agreement with the Company, that commenced 5th July, 1997, for an initial term of three years, and which remains in force now until three months’ notice in writing of termination has been served by either party. Save as disclosed herein, no other Director has entered into any service agreement with the Company.

5. LITIGATION

As at the Latest Practicable Date, the Company is not party to any legal proceedings or claims which are of material importance and the Directors do not know of any legal proceedings or claims pending or threatened against the Company.

– 12 –

GENERAL INFORMATION

APPENDIX I

6. QUALIFICATION OF EXPERTS

The following is the qualification of the expert who has given, or agreed to the inclusion of, its opinion or advice in this circular:

Name Qualification Conyers Dill & Pearman Bermuda barristers and attorneys

7. CONSENTS

Conyers Dill & Pearman has given and has not withdrawn its written consent to the issue of this circular with reference to its name in the form and context in which it appears.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the offices of Richards Butler at 20th Floor, Alexandra House, 16–20 Chater Road, Central, Hong Kong during normal business hours up to and including 7th November, 2002:

• (a) the Existing Constitutional Documents;

• (b) the New Constitutional Documents;

• (c) the Companies Act 1981 of Bermuda;

• (d) a summary of the differences of certain provisions of the Companies Law and Bermuda company law; and

• (e) a summary of the differences between the Existing Constitutional Documents and the New Constitutional Documents.

– 13 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

*

(Incorporated in the Cayman Islands with limited liability)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of WINSAN (CHINA) INVESTMENT GROUP COMPANY LIMITED (the “Company”) will be held at 10:30 a.m. on 7th November, 2002 at Rooms 1808-1809, 18th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution, with or without modification:

SPECIAL RESOLUTION

1. “ THAT :

2. (a) the entire amount of HK$940,891,570 standing to the credit of the share premium account be and is hereby cancelled and the credit arising therefrom be applied by way of set off against the accumulated losses of the Company of HK$1,049,364,000 as at 30th June, 2002, thereby reducing its accumulated losses to HK$108,472,430 (the “Initial Set-off”);

3. (b) the articles of association of the Company be amended to permit the Company to discontinue by de-registration as a company under the laws of the Cayman Islands by the inclusion of the following new Article 182:

“ TRANSFER BY WAY OF CONTINUATION

1. The Company may, by special resolution, resolve to de-register the Company from the Cayman Islands and to transfer and continue the Company as a body corporate to, and under the laws of, a country or jurisdiction outside the Cayman Islands which permits or does not prohibit the transfer of the Company pursuant to Section 226 of the Law.”;

2. (c) effective upon the amendment of the articles of association of the Company, the continuance of the Company as an exempted company under the laws of Bermuda and the discontinuance of the Company by way of de-registration as a company under the laws of the Cayman Islands be and is hereby approved and that the Directors be and are hereby authorised to effect all necessary actions and execute and deliver any and all necessary documents to the Registrar of Companies in Bermuda, and to the Registrar of Companies in the Cayman Islands, in order to effect the continuance of the Company as an exempted company under the laws of Bermuda and the discontinuance of the Company by way of de-registration as a company under the laws of the Cayman Islands;

* For identification only

– 14 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (d) effective upon continuance of the Company under the laws of Bermuda, the Memorandum of Continuance submitted to this meeting marked “A” and for the purposes of identification signed by the Chairman hereof, be approved and adopted as the Memorandum of Continuance of the Company in substitution for and to the exclusion of the existing memorandum of association;

• (e) effective upon continuance of the Company under the laws of Bermuda, the regulations contained in the printed document submitted to this meeting and marked “B” and for the purposes of identification signed by the Chairman hereof, be approved and adopted as the Bye-laws of the Company in substitution for and to the exclusion of to the existing articles of association of the Company;

• (f) effective upon continuance of the Company under the laws of Bermuda:

• (i) the maximum number of directors of the Company be fixed at 15 and the Directors be and are hereby authorized to appoint directors up to the maximum; and

• (ii) the Directors be and are hereby authorized to fill any vacancies on the board of Directors and to appoint additional directors up to the maximum number determined in sub-paragraph (i) above or such other maximum number as may be determined from time to time by the members in general meeting; and

• (g) effective upon continuance of the Company under the laws of Bermuda

• (i) the issued share capital of the Company be reduced by cancelling HK$0.09 of the paid-up capital on each issued share of HK$0.10 each in the capital of the Company (the “Capital Reduction”) such that each issued share in the capital of the Company shall be treated as one fully paid up ordinary share of HK$0.01 each in the capital of the Company (the “New Share”) and any liability of the holders of New Shares to make any further contribution to the capital of the Company on each such New Share shall be treated as satisfied in full; and

• (ii) the authorised but unissued share capital of the Company be subdivided by sub-dividing each of the authorised but unissued shares of HK$0.10 each in the capital of the Company into ten (10) shares of HK$0.01 each in the capital of the Company and the credit in the sum of approximately HK$140,263,200 arising from the Capital Reduction be credited to the contributed surplus account of the Company where it may be applied by the Directors to set off such amount remaining in the accumulated losses of the Company after the Initial Set-off or dealt with otherwise as the Directors think fit in accordance with the bye-laws of the Company and all applicable laws,

– 15 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (h) the Directors be and are hereby authorised to do all such acts, deeds and things and to effect all necessary actions and execute and deliver any and all necessary documents to, inter alia, the Registrar of Companies in Bermuda and the Registrar of Companies in the Cayman Islands, with such modifications or amendments (if any) as they may consider necessary or desirable, in order to effect, implement and complete any and all of the foregoing and as described in the circular of the Company dated 7th October, 2002 a copy of which has been submitted to the meeting marked “C” and initialled by the Chairman for the purposes of identification, as the directors may, in their absolute discretion, deem fit in the best interests of the Company.”

By order of the Board Winsan (China) Investment Group Company Limited Lo Wai Chuen Company Secretary

Hong Kong, 7th October, 2002

Notes:

1. A member entitled to attend and vote at the above Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company but must be present in person to represent him.

2. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the Company’s Share Registrar in Hong Kong, Abacus Share Registrars Limited of 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting.

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