Snack Empire Holdings Limited — Proxy Solicitation & Information Statement 2004

Apr 26, 2004

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)

(Stock Code: 755)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

PROPOSED AMENDMENTS TO THE BYE-LAWS

AND

PROPOSED DIRECTORS FOR RE-ELECTION

A notice convening an annual general meeting of Shanghai Century Holdings Limited to be held at Unit 6108, The Center, 99 Queen’s Road Central, Hong Kong on 18 May 2004, Tuesday at 4:00 p.m., is set out on pages 11 to 19 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, BEA 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 annual 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, to the 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 purposes only

23 April 2004

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Directors for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Document Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix – Explanatory Statement of Share Repurchase Mandate. . . . . . . . . . . . .	8
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– i –

DEFINITIONS

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

• “Annual General Meeting”

the annual general meeting of the Company to be held at Unit 6108, The Center, 99 Queen’s Road Central, Hong Kong on 18 May 2004 at 4:00 p.m., the notice of which is set out on pages 11 to 19 of this circular, or any adjournment thereof

• “Board”

the board of Directors

• “Bye-laws”

bye-laws of the Company

• “Code”

the Hong Kong Code on Takeovers and Mergers

• “Companies Act”

the Companies Act 1981 of Bermuda (as amended)

• “Company”

Shanghai Century Holdings Limited, an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange

• “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 23 May 2003 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 23 May 2003

• “Existing Repurchase Mandate”

a general mandate granted to the Directors at the annual general meeting of the Company held on 23 May 2003 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 23 May 2003

• “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

– 1 –

DEFINITIONS

• “Latest Practicable Date” 19 April 2004, 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

• “Proposed Repurchase Mandate” a general mandate proposed to be granted to the Directors at the Annual 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, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong

• “Shareholder(s)” registered holder(s) of Shares “Shares” ordinary shares of HK$0.02 each in the capital of the Company

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

– 2 –

LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 755)

Executive Director: DAI Zhikang HUANG Sudong ZHU Nansong ZHANG Wei ZHAO Hangsheng TANG Jian

Registered office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Independent Non-executive Directors: Lo Mun Lam Raymond Hui King Wai

Principal place of business in Hong Kong: Unit 6108, The Center 99 Queen’s Road Central Hong Kong

23 April 2004

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

PROPOSED AMENDMENTS TO THE BYE-LAWS

AND

PROPOSED DIRECTORS FOR RE-ELECTION

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information of the resolutions to be proposed at the Annual General Meeting for the approval of (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

* For identification purposes only

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LETTER FROM THE BOARD

Repurchase Mandate; (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; (d) proposed amendments to the Bye-laws; and (e) re-elect retiring Directors.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 23 May 2003, ordinary resolutions were passed granting the Existing Issue Mandate and the Existing Repurchase Mandate to the Directors.

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 4A(d) and 4B(c) in the notice of the Annual General Meeting will be proposed at the Annual 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 4A(a), (b), (c) and (e) and resolutions 4B(a), (b) and (d) will also be proposed at the Annual 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 Annual General Meeting.

PROPOSED AMENDMENTS TO THE BYE-LAWS

The Stock Exchange has revised the Listing Rules concerning various corporate governance issues. In view of the revisions to the Listing Rules having become effective on 31 March 2004 (subject to specific transitional arrangements in respect of some of the new provisions), the Board considers that changes to the Bye-laws should be made in line with the changes required under the revised Listing Rules. As such, amendments to the Bye-laws will be proposed at the Annual General Meeting and the full details of which are set out in resolution 5 in the notice of the Annual General Meeting set out on pages 11 to 19 of this circular.

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LETTER FROM THE BOARD

PROPOSED DIRECTORS FOR RE-ELECTION

According to Bye-law 86(2), Mr. Tang Jian, Mr. Huang Sudong, Mr. Zhao Hang Seng, Mr. Zhang Wei and Mr. Zhu Nan Song (the “ Retiring Directors ”) shall hold office only until the Annual General Meeting and shall then be eligible for re-election at that meeting.

Brief biography of each of the Retiring Directors to be re-elected at the Annual General Meeting are set out below:

Mr. TANG Jian , age 28, joined the Group in May 2003 as Executive Director and appointed as authorized representative of the Company in June 2003. Mr. Tang graduated from 上海財經大學 (Shanghai Finance University) specializing in finance. Mr. Tang has previously worked for 上海銀行 (Bank of Shanghai). Mr. Tang is responsible for the business management and corporate governance of the Group.

Mr. HUANG Sudong , aged 41, joined the Board in May 2003 as Executive Director. Mr. Huang previously worked for 江蘇海門經濟技術發展總公司 (Jiangsu Hai Men Economic Technology Development Company) and joined 浙江證大房地產開發有限公司 (Zhejiang Zendai Property Development Company Limited) in 1994. Under Mr. Huang’s skillful direction, the development of 湖畔花園 (Hu Pan Garden) and 湖畔蓮花港家園 (Hu Pan Lian Hua Gang Jia Yuan) in Hangzhou and 證大家園 (Zendai Jia Yuan) in Shanghai were immensely successful.

Mr. ZHAO Hangsheng , aged 47, joined the Board in May 2003 as Executive Director. Mr. Zhao was a teacher at 杭州大學 (Hangzhou University) from 1982 to 1994. He joined 浙 江證大房地產開發有限公司 (Zhejiang Zendai Property Development Company Limited) in 1994 and is presently its general manager.

Mr. ZHU Nansong , aged 38, joined the Board in May 2003 as Executive Director. Mr. Zhu graduated from 中國人民大學 (Renmin University of China) and 中國人民銀行研究生 部 (The People’s Bank of China Graduate Research Department). He was responsible for the development of the Shanghai Securities Business Department of 彙通國際信託投資公司 (Hui Tong International Trust and Investment Company). Mr. Zhu participated in the incorporation of 上海證大投資管理有限公司 (Shanghai Zendai Investment Management Company Limited) (“Zendai Investment”) in 1993 and has since been its general manager to present.

Mr. ZHANG Wei , aged 32, joined the Board in May 2003 as Executive Director. Mr. Zhang graduated from 北京航空航太大學管理學院 (Management College of the Beijing Aero Hang Tai University) specializing in international finance. Mr. Zhang also obtained a Master in Business Administration specializing in strategic management from the Masstricht Commercial Management College (荷蘭馬斯特况赫特工商管理學院 ). He has previously worked for 中國航空技術進出口上海公司 (Chinese Aero Technology Import and Export Shanghai Company) and is presently the general manager of 上海證大置業有限公司 (Shanghai Zendai Property Investment Company Limited).

– 5 –

LETTER FROM THE BOARD

None of the Retiring Directors has any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance or has any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. There is no service contract between the Company and any of the Retiring Directors. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability and the prevailing market conditions.

Pursuant to Bye-laws 87(1) and 87(2), at each annual general meeting of the Company one-third of the Directors for the time being (or, if their number not a multiple of three, the number nearest to but not greater than one-third) shall retire from office by rotation; and the Directors to retire by rotation shall include any Director who wishes to retire and not to offer himself for re-election. Mr. Hui King Wai, an independent non-executive Director, shall retire at the Annual General Meeting.

Save as disclosed in this circular, there are no other matters in relation to the re-election of directors of the Company that need to be brought to the attention of the Shareholders.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Unit 6108, The Center, 99 Queen’s Road Central, Hong Kong on 18 May 2004, Tuesday at 4:00 p.m. is set out on pages 11 to 19 of this circular.

There is enclosed a form of proxy for use at the Annual General Meeting. Whether or not the Shareholders intend to be present at the Annual 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, BEA 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 Annual General Meeting. Completion and delivery of the form of proxy will not prevent the Shareholders from attending, and voting at the Annual General Meeting if they so wish.

Pursuant to the Bye-laws, a poll may be demanded in relation to any resolution put to the vote of the Annual General Meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll:

• (a) by the chairman of the meeting; or

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or

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LETTER FROM THE BOARD

• (c) by any Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by any Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy and holding shares in the Company conferring a right to attend and vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

RECOMMENDATION

The Directors consider that the proposed resolutions for 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; granting to the Directors the Proposed Repurchase Mandate; the proposed amendments to the Bye-laws; and the proposed re-election of Directors 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 Annual General Meeting.

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 enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

DOCUMENT AVAILABLE FOR INSPECTION

Copy of the Bye-laws is available for inspection at the principal place of business of the Company at Unit 6108, The Center, 99 Queen’s Road Central, Hong Kong during normal business hours for a 14-day period immediately preceding the Annual General Meeting.

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 Zhikang

Chairman

– 7 –

EXPLANATORY STATEMENT OF 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 Annual 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 4,630,782,558 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 Annual General Meeting, the Company will be allowed to repurchase a maximum of 463,078,255 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 REPURCHASES

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 2003, in the event that the proposed securities

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EXPLANATORY STATEMENT OF SHARE REPURCHASE MANDATE

APPENDIX

repurchases were to be carried out in full at any time during the proposed repurchase period. 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
	trade price	trade price
	HK$	HK$
2003
May	0.2430	0.1920
June	0.2600	0.2180
July	0.2410	0.2000
August	0.2210	0.1960
September	0.2400	0.1830
October	0.2060	0.1880
November	0.2000	0.1770
December	0.1940	0.1400
2004
January	0.1860	0.1050
February	0.2400	0.1500
March	0.1920	0.1600
April (up to the Latest Practicable Date)	0.1780	0.1620

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.

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EXPLANATORY STATEMENT OF SHARE REPURCHASE MANDATE

APPENDIX

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.

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 Zhikang, an executive Director and parties acting in concert with him were interested in a total of 2,519,080,000 Shares, representing approximately 54.40% 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 Zhikang and parties acting in concert with him in the Company would be increased to approximately 60.44% 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 Zhikang 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.

– 10 –

NOTICE OF ANNUAL GENERAL MEETING

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 755)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Shanghai Century Holdings Limited (the “ Company ”) will be held at Unit 6108, The Center, 99 Queen’s Road, Hong Kong on 18 May 2004, Tuesday, at 4:00 p.m., for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 December 2003;

2. To re-elect directors and to fix the remuneration of directors;

3. To re-appoint KLL Associates CPA Limited, Certified Public Accountants, as the auditors of the Company and to authorize the directors to fix their remuneration;

4. As special business, to consider and, if thought fit, pass, with or without modification, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• A. “ THAT :

• (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;

• (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;

* For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

• (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);

• (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;

– 12 –

NOTICE OF ANNUAL 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).”

• B. “ THAT :

• (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;

• (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;

• (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

• (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

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NOTICE OF ANNUAL GENERAL MEETING

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

• C. “ THAT conditional upon the passing of the Resolutions A and B 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 A 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 of the Company repurchased by the Company under the authority granted pursuant to Resolution B 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.”

• As special business, to consider and, if thought fit, pass, with or without modification, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT the existing Bye-laws of the Company be and are hereby amended as follows:

• (a) by adding the following definition in Bye-law 1 immediately after the definition of “Act”:

“‘associate”

shall have the meaning attributed to it in the Listing Rules;”

• (b) by adding the following definition in Bye-law 1 immediately after the definition of “head office”:

“‘Listing Rules”

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as may be amended from time to time:”

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NOTICE OF ANNUAL GENERAL MEETING

• (c) by deleting the existing definition of “Clearing House” in Bye-law 1 and substituting therefor the following new definition:

• ““Clearing House”

  • a recognized clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) and any amendments thereto or re-enactments thereof for the time being in force or a clearing house or authorized shares depository recognized by the laws of the jurisdiction in which the shares of the Company are listed or quoted on the Designated Stock Exchange;”

• (d) by adding the following Bye-law 76A immediately after Bye-law 76:

• “76A. Where any Member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.”;

• (e) by deleting the existing Bye-law 88 in its entirety and replacing it with the following:

• “88. No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that the period for lodgment of such Notice(s) shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

• (f) by deleting the existing Bye-law 103 in its entirety and replacing it with the following:

• “103.(l) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board in respect of any contract or arrangement or any other proposal in which he or his associate(s) is/are to his knowledge materially interested, and if he shall do so his vote shall not be counted and he shall not be counted in the quorum of such resolution of the Board but this prohibition shall not apply to any of the following matters namely:

  • (i) the giving of any security or indemnity either:

    • (a) to the Director or his associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or

    • (b) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

  • (ii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

  • (iii) any proposal concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in 5% or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associate(s) is derived) or of the voting rights;

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NOTICE OF ANNUAL GENERAL MEETING

• (iv) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

  • (a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme involving the issue or grant of options over shares or other securities by the Company under which the Director or his associate(s) may benefit; or

  • (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, his associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

• (v) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

• (2) A company shall be deemed to be a company in which a Director together with his associate(s) owns five (5) per cent, or more if and so long as (but only if and so long as) he together with his associates, (either directly or indirectly) are the holders of or beneficially interested in five (5) per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder.

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NOTICE OF ANNUAL GENERAL MEETING

• (3) Where a company in which a Director together with his associate(s) holds five (5) per cent. or more is materially interested in a transaction, then that Director shall also be deemed materially interested in such transaction.

• (4) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.”

By order of the Board Dai Zhikang Chairman

Hong Kong, 23 April 2004

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NOTICE OF ANNUAL GENERAL MEETING

Registered office: Canon’s Court 22 Victoria Street 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, BEA 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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SHANGHAI CENTURY HOLDINGS LIMITED 上海世紀控股有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 755)

Proxy Form for use at the Annual General Meeting to be held on Tuesday, 18 May 2004

I/We [(1)]

of

being the registered holder(s) of [(2)] ordinary shares of HK$0.02 each in the share capital of Shanghai Century Holdings Limited (the “Company”), HEREBY APPOINT the Chairman of the Meeting or [(3)]

of

or failing him/her, as my/our proxy to act for me/us at the Annual General Meeting (the “Meeting”) of the Company to be held at Unit 6108, 61st Floor, The Center, 99 Queen’s Road Central, Central, Hong Kong on Tuesday, 18 May 2004 at 4:00 p.m. (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting to vote for me/us and in my/our name(s) and at the Meeting (or at any adjournment thereof) in respect of the resolutions as indicated herebelow or, if no such indication is given, as my/our proxy thinks fit.

==> picture [469 x 186] intentionally omitted <==

----- Start of picture text -----

Ordinary Resolutions For [(5)] Against [(5)]
1. To receive and consider the audited financial statements and the reports of the
directors and auditors for the year ended 31 December 2003
2. (a) To re-elect Mr. Huang Sudong as director
(b) To re-elect Mr. Zhu Nansong as director
(c) To re-elect Mr. Zhang Wei as director
(d) To re-elect Mr. Zhao Hangsheng as director
(e) To re-elect Mr. Tang Jian as director
(f) To re-elect/elect any other director(s), where applicable
(g) To fix the remuneration of the directors
3. To re-appoint KLL Associates CPA Limited, Certified Public Accountants, as the
auditors of the Company and to authorize the directors to fix their remuneration
4. Ordinary Resolution No. 4A [(4)]
Ordinary Resolution No. 4B [(4)]
Ordinary Resolution No. 4C [(4)]
Special Resolution
5. Special Resolution No. 5 [(4)]
----- End of picture text -----

Dated this day of

2004 Signature:

Notes:

1. Please insert your full name and address in BLOCK CAPITAL LETTERS in the space provided.

2. Please insert the number of ordinary shares to which this proxy form relates in the space provided. If a number is inserted, this proxy form will be deemed to relate only to those shares. If no, this proxy form will be deemed to relate to all ordinary shares registered in your name (whether alone or jointly with others).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out the “the Chairman of the Meeting or” and insert the name and address of the proxy desired in BLOCK CAPITALS LETTERS in the space provided. The proxy need not be a shareholder of the Company. If a proxy is attending the Meeting on your behalf, such proxy shall produce his/her own identity paper.

4. The full text of these resolutions appears in the notice of the Meeting dated 23 April 2004.

5. If you wish to vote for a resolution, place a tick “ ” in the column marked “For”. If you wish to vote against a resolution, place a tick “ ” in the column marked “Against”. If no indication is given, the proxy will vote or abstain at his/her discretion.

6. Corporations must execute this proxy form under common seal or by an attorney or a duly authorized officer. If a legal representative is appointed to attend the Meeting, such legal representative shall produce his/her own identity paper and a certified true copy of the resolution of the board of directors or other governing body of the corporation appointing the legal representative.

7. If this proxy form is signed by a person under a power of attorney or any other authority on your behalf, a notarially certified copy of that power of attorney or other authority must be deposited with the Company’s branch registrar in Hong Kong, Secretaries Limited at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

8. In order to be valid, this proxy form together with any power of attorney or other authority under which it is signed must be lodged with the Company’s branch registrar in Hong Kong, Secretaries Limited at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong by not later than 48 hours before the time appointed for holding the Meeting.

9. Completion and return of this proxy form shall not preclude you from attending and voting in person at the Meeting should you so wish.

10. In the case of joint holders, the vote of the senior who tenders a vote, whether present in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

* For identification purposes only