SmarTone Telecommunications Holdings Limited — Proxy Solicitation & Information Statement 2000

Sep 20, 2000

SmarTone Telecommunications Holdings Limited

(incorporated in Bermuda with limited liability)

website: http://www.smartone.com.hk/annualresults

Notice of Annual General Meeting

Notice is hereby given that the Fourth Annual General Meeting of Shareholders will be held at World Trade Centre Club, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 15 November 2000 at 10:00 a.m. for the following purposes:

1. To receive and consider the Reports of the Directors and the Auditors and the Statement of Accounts for the year ended 30 June 2000.

2. To approve the payment of the final dividend with a scrip dividend alternative recommended by the Directors in respect of the year ended 30 June 2000.

3. To elect Directors and to authorise the Directors to fix their fees.

4. To appoint Auditors for the ensuing year and to authorise the Directors to fix their remuneration.

5. As special business, to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

"THAT:

(A) subject to paragraph 5 (C) below, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph 5 (E) below) of all the powers of the Company to allot and issue additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers either during or after the Relevant Period be and is hereby generally and unconditionally approved;

(B) the approval in paragraph 5 (A) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

(C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph 5 (A), otherwise than pursuant to a Rights Issue (as defined in paragraph 5 (E) below) or to the share option scheme of the Company, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution and the said approval shall be limited accordingly;

(D) conditional upon the passing of the Ordinary Resolution as set out in paragraph 6 below, the general mandate granted to the Directors pursuant to paragraph 5 (A) shall be extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted in paragraph 6, provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution; and

(E) for the purposes 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 expiration of the period within which the next Annual General Meeting of the Company is required by applicable law of Bermuda and the Company's Bye-laws to be held; and

(iii) the revocation or variation of this Resolution by an ordinary resolution of Shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company to holders of shares, or any class of shares, on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong)."

1. As special business, to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

"THAT:

(A) subject to paragraph 6 (C) below, the exercise by the Directors of the Company during the Relevant period (as defined therein after) of all the powers of the Company to repurchase issued shares in the capital of the Company, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

(B) the approval in paragraph 6 (A) shall be in addition to any other authorisation given to the Directors of the Company;

(C) the aggregate nominal amount of share capital to be repurchased by the Company on The Stock Exchange of Hong Kong Limited or on another stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under Hong Kong Code on Share Repurchases pursuant to the approval in paragraph 6 (A) during the Relevant Period, shall be no more than 10 per cent of the aggregate nominal amount of the existing issued share capital of the Company at the date of this meeting, and the authority pursuant to paragraph 6 (A) shall be limited accordingly; and

(D) for the purposes 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 expiration of the period within which the next Annual General Meeting of the Company is required by applicable law of Bermuda and the Company's Bye-laws to be held; and

(iii) the revocation or variation of this Resolution by an ordinary resolution of Shareholders of the Company in general meeting."

By order of the board

Tso Sui Man, Paul

Secretary

Hong Kong, 19 September 2000

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and, on a poll, vote instead of him. A proxy need not also be a member. In order to be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or other authority must be returned to the Company's Registrars in Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.

2. With regard to item 5, the Directors wish to state that, currently, they have no plans to issue any additional new shares of the Company other than shares to be issued upon exercise of the subscription rights pursuant to the employee share option scheme of the Company. The present general mandate given by members pursuant to the provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("the Listing Rules") expires at the forthcoming Annual General Meeting and, accordingly, a renewal of that general mandate is now being sought.

3. With regard to item 6, the present general mandate given by members pursuant to the provisions of the Listing Rules and the Hong Kong Code on Share Repurchases expires at the forthcoming Annual General Meeting and, accordingly, a renewal of that general mandate is now being sought. In accordance with the Listing Rules and the Hong Kong Code on Share Repurchases, a circular setting out the terms and conditions upon which such power will be exercised will be sent to Shareholders in due course.