Snack Empire Holdings Limited — Proxy Solicitation & Information Statement 2003

Apr 30, 2003

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 all your shares in Shanghai Century Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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.

SHANGHAI CENTURY HOLDINGS LIMITED 上海世紀控股有限公司[*]

(Incorporated in Bermuda with limited liability)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

A notice convening a special general meeting of Shanghai Century Holdings Limited to be held at Unit 6108, The Center, 99 Queen’s Road Central, Hong Kong on 23 May 2003, Friday at 4:30 p.m., is set out on pages 8 to 11 of this circular. A form of proxy is also enclosed. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the Company’s Hong Kong branch share registrars, Secretaries 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 meeting. Completion and return of the form of proxy will not prevent shareholders from subsequently attending and voting at the special general meeting if they so wish.

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, tot he best of their knowledge and belief; (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

* For identification only

30 April 2003

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix – Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

– i –

DEFINITIONS

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

“Board”	the board of Directors
“Code”	the Hong Kong Code on Takeovers and Mergers
“Company”	Shanghai Century Holdings Limited, a company
	incorporated in Bermuda with limited liability, the Shares
	of which are listed on the Stock Exchange
“Companies Act”	the Companies Act 1981 of Bermuda
“Directors”	the directors of the Company
“Existing Issue Mandate”	a general mandate granted to the Directors at the annual
	general meeting of the Company held on 27 May 2002
	to allot, issue and deal with Shares not exceeding 20 per
	cent. of the aggregate number of shares comprised in the
	share capital of the Company in issue as at 27 May 2002
“Existing Repurchase Mandate”	a general mandate granted to the Directors at the annual
	general meeting of the Company held on 27 May 2002
	to repurchase Shares not exceeding 10 per cent. of the
	aggregate number of shares comprised in the share capital
	of the Company in issue as at 27 May 2002
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency in Hong Kong
“Hong Kong”	The Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	23 April 2003, 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

– 1 –

DEFINITIONS

“Proposed Repurchase Mandate”	a general mandate proposed to be granted to the Directors
	at the Special General Meeting to repurchase Shares not
	exceeding 10 per cent. of the aggregate nominal amount
	of the issued share capital of the Company as at the date
	of passing of relevant resolution granting the Proposed
	Repurchase Mandate
“Registrars”	the Company’s branch share registrars in Hong Kong,
	Secretaries Limited, Ground Floor, Bank of East Asia
	Harbour View Centre, 56 Gloucester Road, Wanchai,
	Hong Kong
“Shares”	ordinary shares of HK$0.02 each in the capital of the
	Company
“Shareholder(s)”	registered holder(s) of Shares
“Special General Meeting”	the special general meeting of the Company to be held
	at Unit 6108, The Center, 99 Queen’s Road Central, Hong
	Kong on 23 May 2003 at 4:30 p.m., the notice of which
	is set out on pages 9 to 12 of this circular, or any
	adjournment thereof
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

SHANGHAI CENTURY HOLDINGS LIMITED 上海世紀控股有限公司[*]

(Incorporated in Bermuda with limited liability)

Executive Director:

Dai Zhi Kang

Independent Non-executive Directors:

Lo Mun Lam Raymond Hui King Wai

Registered Office:

Cedar House 41 Cedar Avenue Hamilton HM12 Bermuda

Principal Place of Business in Hong Kong:

Unit 6108, The Center 99 Queen’s Road Central Hong Kong

23 April 2003

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INTRODUCTION

The purpose of this circular is to provide the Shareholders with further information of the ordinary resolution to be proposed at the Special General Meeting for (a) granting to the Directors a general mandate to allot, issue and deal with Shares of up to 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the relevant resolution granting this mandate; (b) granting to the Directors the Proposed Repurchase Mandate; and (c) to extend the general mandate to issue Shares by adding to it the aggregate number of the issued Shares repurchased under the Proposed Repurchase Mandate.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 27 May 2002, ordinary resolutions were passed granting the Existing Issue Mandate and the Existing Repurchase Mandate to the Directors.

* For identification only

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LETTER FROM THE BOARD

In accordance with the provisions of the Listing Rules and the terms of the Existing Issue Mandate and the Existing Repurchase Mandate, the Existing Issue Mandate and the Existing Repurchase Mandate shall lapse if, inter alia, they are revoked or varied by ordinary resolution of the Shareholders in general meeting.

Resolutions set out as resolutions 1(d) and 2(c) in the notice of the Special General Meeting will be proposed at the Special General Meeting to revoke the Existing Issue Mandate and the Existing Repurchase Mandate respectively. New general mandate to allot, issue and deal with Shares of up to 20 per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the relevant resolution granting this mandate and the Proposed Repurchase Mandate as set out in resolutions 1(a), (b), (c) and (e) and resolutions 2(a), (b) and (d) will also be proposed at the Special General Meeting. With reference to the proposed new general mandates, the Directors wish to state that they have no immediate plans to issue or repurchase any Shares pursuant to the relevant mandates.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Proposed Repurchase Mandate is set out in the Appendix to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the Special General Meeting.

SPECIAL GENERAL MEETING

A notice convening the Special General Meeting of the Company to be held at Unit 6108, The Center, 99 Queen’s Road Central Hong Kong on 23 May 2002 at 4:30 p.m. is set out on pages 9 to 12 of this circular. There is enclosed a form of proxy for use at the Special General Meeting. Whether or not the Shareholders intend to be present at the Special General Meeting, they are requested to complete the form of proxy and return it to the office of the Company’s branch share registrars, Secretaries Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding of the Special General Meeting. Completion and delivery of the form of proxy will not prevent the Shareholders from attending, and voting at the Special General Meeting if they so wish.

RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for (a) granting to the Directors a general mandate to allot, issue and deal with Shares of up to 20 per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the relevant resolution granting this mandate; and (b) granting to the Directors the Proposed Repurchase Mandate are in the interests of the Group as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions as set out in the notice of the Special General Meeting.

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LETTER FROM THE BOARD

GENERAL INFORMATION

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

Yours faithfully, On behalf of the Board Dai Zhi Kang Chairman

– 5 –

SHARE REPURCHASE MANDATE

APPENDIX

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the Special General meeting in relation to the Proposed Repurchase Mandate.

LISTING RULES FOR REPURCHASE OF SHARES

The relevant sections of the Listing Rules which permit companies with primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions are summarized below:

SOURCE OF FUNDS

Repurchases must be funded out of fund legally available for the purpose and in accordance with the company’s constitutive documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,330,782,558 Shares. Subject to the passing of the resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Special General Meeting, the Company will be allowed to repurchase a maximum of 433,078,255 Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS FOR REPURCHASED

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions, and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and, or earnings per shares and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that there may be adverse impact on the working capital or gearing position of the Company, as compared with the positions disclosed in the audited accounts contained in the annual report of the Company for the financial year ended 31 December 2002, in the event that the proposed securities repurchases were to be carried out in full at any time during the proposed repurchase period.

– 6 –

SHARE REPURCHASE MANDATE

APPENDIX

The Directors do not propose to exercise the mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the last twelve months.

	Highest	Lowest
Month	trade price	trade price
	$	$
2002
May	0.3750	0.2850
June	0.3700	0.3150
July	0.4050	0.2600
August	0.3050	0.2600
September	0.2950	0.1870
October	0.3050	0.2200
November	0.2500	0.2170
December	0.2450	0.1680
2003
January	0.2100	0.1760
February	0.2800	0.1900
March	0.2700	0.2150
April (up to the Latest Practicable Date)	0.2250	0.1940

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their associates currently intend to sell any Shares to the Company or its subsidiaries in the event that the Proposed Repurchase Mandate is approved.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Proposed Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

No connected person, as defined in the Listing Rules, has notified the Company that he has a present intention to sell any shares to the Company, or has undertaken not to do so, in the event that the Proposed Repurchase Mandate is approved.

– 7 –

SHARE REPURCHASE MANDATE

APPENDIX

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

As at the Latest Practicable Date and so far was known to the Directors, Mr. Dai Zhi Kang, an executive Director and parties acting in concert with him were interested in a total of 2,519,080,000 Shares, representing approximately 58.16% of the issued share capital of the Company. On the basis that no further Shares are issued or repurchased after the Latest Practicable Date, in the event that the Directors exercise the Proposed Repurchase Mandate in full, the shareholdings of Mr. Dai Zhi Kang and parties acting in concert with him in the Company would be increased to approximately 64.63% of the entire issued share capital of the Company (assuming that the proposed general mandates to allot, issue and deal with Shares will not be effected and no further Shares will be issued or repurchase by the Company). Mr. Dai Zhi Kang would not be required under Rule 26 of the Code to make mandatory offer pursuant to such increase. The Directors have no present intention to exercise in full the power to repurchase shares proposed to be granted pursuant to the Proposed General Mandate.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25 per cent (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

The Company has not repurchased any Shares on the Stock Exchange in the six months preceding the Latest Practicable Date.

– 8 –

NOTICE OF SPECIAL GENERAL MEETING

SHANGHAI CENTURY HOLDINGS LIMITED 上海世紀控股有限公司[*]

(Incorporated in Bermuda with limited liability)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Shanghai Century Holdings Limited (the “ Company ”) will be held at Unit 6108, The Center, 99 Queen’s Road, Hong Kong on 23 May 2003 at 4:30 p.m., for the purposes of considering and, if thought fit, passing, with or without modification, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) subject to paragraph (c) below, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company (“ Shares ”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall be in addition to any other authorizations given to the Directors and shall authorize the Directors 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;

4. (c) the aggregate nominal amount of the 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) above, otherwise than pursuant to:

   • (i) a Rights Issue (as hereinafter defined);

* For identification only

– 9 –

NOTICE OF SPECIAL GENERAL MEETING

• (ii) the exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;

• (iii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or right to acquire Shares;

• (iv) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws 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 of this Resolution and the said approval shall be limited accordingly;

• (d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (e) 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 expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or

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

“ Rights Issue ” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors 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 recognized regulatory body or any stock exchange in any territory outside Hong Kong).”

– 10 –

NOTICE OF SPECIAL GENERAL MEETING

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the directors of Company (“ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the shares of the Company (“ Shares ”) on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the Shares may be listed and recognized for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases, and subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolutions and the said approval shall be limited accordingly;

4. (c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

5. (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 expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or

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

6. “ THAT conditional upon the passing of the Resolutions 1 and 2 as set out in the notice of this meeting, the general mandate granted to the directors of the Company (“ Directors ”) to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to Resolution 1 above be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital

– 11 –

NOTICE OF SPECIAL GENERAL MEETING

of the Company repurchased by the Company under the authority granted pursuant to Resolution 2 above, 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 of this Resolution.”

By order of the Board Dai Zhi Kang Chairman

Hong Kong, 30 April 2003

Registered office: Cedar House, Hamilton HM 12 Bermuda

Principal place of business

in Hong Kong: Unit 6108, The Center 99 Queen’s Road Central Hong Kong

Notes:

1. Any member entitled to attend and vote at a meeting of the Company 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.

2. 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 that power of attorney or authority must be deposited at the Company’s branch share registrar in Hong Kong, Secretaries 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 fixed for the holding of the meeting or any adjournment(s) thereof.

3. Where there are joint holders of a share of the Company, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he was solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders 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.

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