Styland Holdings Limited — Proxy Solicitation & Information Statement 2005

Jul 29, 2005

THIS DOCUMENT 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 shares in Tak Sing Alliance Holdings Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee.

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.

TAK SING ALLIANCE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 126)

GENERAL MANDATES TO REPURCHASE SHARES TO ISSUE NEW SHARES OF THE COMPANY

AND

RE-ELECTION OF DIRECTOR

A notice convening the Annual General Meeting of Tak Sing Alliance Holdings Limited to be held at Carrianna (Chiu Chow) Restaurant, 1st Floor, 151 Gloucester Road, Wanchai, Hong Kong on Monday, 22 August 2005 at 11:00 a.m. is set out in the 2005 Annual Report. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s Branch Registrars, Tengis Limited of G/F., 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 or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the meeting or any adjourned meeting should you so desire.

29 July 2005

CONTENTS

	Page
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction
General Mandate to Repurchase Shares
General Mandate to Issue New Shares
Annual General Meeting
Re-election of Director
Procedures by which a poll may be demand
Recommendation
Appendix I – Explanatory statement for the Repurchase Mandate. . . . . . . . . . . . . . . .	7
Appendix II – Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– i –

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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 contained herein misleading.

– ii –

DEFINITIONS

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

“Annual General Meeting”	the annual general meeting of the Company convened to be
	held at Carrianna (Chiu Chow) Restaurant, 1st Floor, 151
	Gloucester Road, Wanchai, Hong Kong on Monday,
	22 August 2005 at 11:00 a.m.
“associate(s)”	has the meanings ascribed to it under the Listing Rules
“Company”	Tak Sing Alliance Holdings Limited, an exempted company
	incorporated in Bermuda with limited liability, the share of
	which are listed on the main board of the Stock Exchange
“Directors”	the directors of the Company
“General Mandate”	a general mandate to allot, issue and deal with new shares
	not exceeding 20% of the aggregate nominal amount of the
	issued share capital of the Company as at the date of passing
	of the ordinary resolution in relation thereof
“Hong Kong”	the Hong Kong Special Administrative Region of The
	People’s Republic of China
“Latest Practicable Date”	22 July 2005, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Repurchase Mandate”	a general and unconditional mandate to repurchase issued
	and fully paid up shares in the share capital of the Company
	up to 10% of the aggregate nominal amount of the issued
	share capital of the Company as at the date of passing of
	the resolution
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)

– 1 –

	DEFINITIONS
“Share(s)”	the ordinary share(s) of HK$0.10 each in the share capital
	of the Company
“Shareholder(s)”	shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeover Code”	The Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

TAK SING ALLIANCE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 126)

Executive Directors: Ma Kai Cheung, PhD, BBS (Chairman) Ma Kai Yum, PhD (Managing Director) Ng Yan Kwong

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

Non-Executive Director:

Yip Hing Chung, BBS, MBE, JP Independent Non-Executive Directors: Lo Ming Chi, Charles, JP Yau Wing Keung Lo Man Kit, Sam

Principal Place of Business in Hong Kong: 26th Floor, Phase II Wyler Centre 200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong 29 July 2005

To the Shareholders

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND RE-ELECTION OF DIRECTOR

Dear Sir or Madam,

INTRODUCTION

The purpose of this circular is to give you information regarding the following resolutions to be proposed at the Annual General Meeting to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions.

The resolutions include (i) granting to the Directors the Repurchase Mandate; (ii) granting to the Directors the General Mandate; (iii) granting to the Directors a general and unconditional mandate to issue shares not exceeding the aggregate nominal amount of share capital so repurchased pursuant to the Repurchase Mandate; and (iv) to re-elect director of the Company.

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase issued shares in the share capital of the Company subject to the criteria set out in this circular. In particular, Shareholders should note that the maximum number of shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution subject to the Listing Rules. The Repurchase Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or the Bye-laws, or the date upon which such authority is revoked or varied by ordinary resolution of the Company in general meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement, which is set out in Appendix I of this circular.

GENERAL MANDATE TO ISSUE NEW SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to allot, issue and deal with further shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution.

Subject to the passing of the aforesaid ordinary resolutions of the Repurchase Mandate and the General Mandate, an ordinary resolution will also be proposed to authorise the Directors to issue new shares in the share capital of the Company in an amount not exceeding the aggregate nominal amount of the shares in the capital of the Company purchased pursuant to the Repurchase Mandate.

ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting to be held at the Carrianna (Chiu Chow) Restaurant, 1st Floor, 151 Gloucester Road, Wanchai, Hong Kong on 22 August 2005 at 11:00 a.m. is set out in Appendix II of this circular.

The register of members of the Company will be closed from 17 August 2005 to 22 August 2005, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch registrar, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not later that 4:00 p. m. on 16 August 2005.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTOR

At the Annual General Meeting, a resolution will also be proposed to re-elect Director. In accordance with Bye-laws 99 of the Company, Mr. Lo Ming Chi, Charles shall retire at the Annual General Meeting and, being eligible, offers himself for re-election. Details of the Director who is proposed to be re-elected at the Annual General Meeting are set out as follows:

Mr. Lo Ming Chi, Charles , JP , aged 55, he joined the Group in 1991. Mr. Lo is a member of the CPA Australia and a member of the Securities Institute of Australia. He serves as a director of a number of listed companies in Hong Kong. He has more than 20 years of professional and business experience in financial and investment services in Australia, Hong Kong and other Asian countries.

Mr. Lo has no relationship with any directors, chief executive, substantial or controlling shareholders of the Company. Mr. Lo does not hold any interest in the Company’s shares within the meaning of Part XV of the SFO. Mr. Lo is an independent non-executive director of Artfield Group Limited, Hansom Eastern (Holdings) Limited, Pricerite Group Limited and an executive director of Xin Corporation Limited and New Century Group Hong Kong Limited. Mr. Lo was also an independent non-executive director of Dah Hwa International (Holdings) Limited from 17 December 2002 to 21 April 2004, which is now known as Pearl Oriental Enterprises Limited. Save as disclosed herein, Mr. Lo has not held any directorships in other listed public companies or the company of the Group during the last three years. The emoluments of Mr. Lo is determined by the Board from time to time with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions. Mr. Lo is entitled to an annual director’s fee of HK$100,000. The terms of appointment of Mr. Lo is not specified in the service contract and will expire when he is required to retire by rotation in accordance with the Company’s Bye-laws.

Save as disclosed above, there is no other matters that need to be brought to the attention of Shareholders of the Company.

PROCEDURES BY WHICH A POLL MAY BE DEMAND

A form of proxy for use at the Annual General Meeting is enclosed with the 2005 Annual Report. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, 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 authority at the Company’s Share Registrars in Hong Kong, Tengis Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and delivery of the form of proxy will not prevent you from attending and voting at the Annual General Meeting.

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LETTER FROM THE BOARD

Pursuant to Bye-law 70, a resolution put to vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawn of any other demand for a poll) demanded:

• (i) by the Chairman of the meeting; or

• (ii) by at least three shareholders present in person or by a duly authorised corporate representative or by proxy for the time being entitled to vote at the meeting, or

• (iii) by any shareholder or shareholders present in person or by a duly authorised corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or

• (iv) by any shareholder or shareholders present in person or by a duly authorised representative or by proxy and holding shares in the Company conferring a right to 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 the shares conferring that right.

RECOMMENDATION

The Directors believe that the granting of the Repurchase Mandate, the granting of the General Mandate to issue new Shares and the extension thereof are in the best interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

By Order of the Board Ma Kai Cheung Chairman

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

1. LISTING RULES

The Listing Rules permit companies whose primary listing are on the Stock Exchange to repurchase their fully paid up securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below.

(a) Shareholders’ approval

The Listing Rules provide that all proposed repurchases of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by a specific approval of a particular transaction.

(b) Source of Funds

Repurchases must be made out of funds which are legally available for such purpose in accordance with the Memorandum of Association, Bye-laws of the Company and the laws of Bermuda.

(c) Trading Restrictions

A maximum of 10% of the issued share capital as at the date of passing the relevant resolution may be repurchased on the Stock Exchange. No shares may be repurchased unless they are fully paid up.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was 738,587,219 Shares of HK$0.10 each.

Subject to the passing of the ordinary resolution granting the Repurchase Mandate, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 73,858,722 Shares representing 10% of the issue share capital of the Company which are fully paid-up on the basis that no further shares will be issued or repurchased prior to the date of the Annual General Meeting.

– 7 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

3. REASONS FOR SHARE REPURCHASE AND ISSUE NEW SHARES

The Directors have no present intention to issue new Shares. However, the Directors believe that the general mandate to issue new shares provides flexibility for the Company to raise fund, if necessary and would be beneficial to the Company and its Shareholders.

Although the Directors have no present intention of repurchasing any Shares, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its shareholders. Trading conditions on the Stock Exchange have sometimes been volatile in recent years. At any time in the future when Shares are trading at a discount to their underlying value, the ability of the Company to repurchase Shares will be beneficial to those Shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company and thereby resulting in an increase in net assets and/or earnings, per Share of the Company. Such repurchases will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASES

The Directors propose that repurchases of Shares under the Repurchase Mandate in these circumstances would be financed from the Company’s internal resources.

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and Bye-laws of the Company and the laws of Bermuda.

The Company is empowered by its Memorandum of Association and Bye-laws to purchase its Shares. Bermuda law provides that the amount of capital paid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for such purpose. The amount of premium payable on repurchase may only be paid out of funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the Annual Report for the year ended 31 March 2005) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 8 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

5. SHARE PRICES

The highest and lowest prices at which Shares of the Company were traded on the Stock Exchange during each of the previous 12 months were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2004
July	0.330		0.255
August	0.295		0.250
September	0.290		0.260
October	0.285		0.260
November	0.435		0.265
December	0.730		0.290
2005
January	0.415		0.315
February	0.370		0.265
March	0.400		0.310
April	0.355		0.310
May	0.380		0.310
June	0.350		0.320
July (up to Latest Practicable Date)	0.355		0.300

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make purchases under the Repurchase Mandate in accordance with the Listing Rules and laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, presently intends to sell Shares to the Company under the Repurchase Mandate in the event that the proposal of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons of the Company that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the proposal of the Repurchase Mandate is approved by the Shareholders.

– 9 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

7. DISCLOSURE OF INTERESTS

Pursuant to Rule 32 of the Takeover Code, if as a result of a Share repurchase by the Company, a substantial Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeover Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

As at the Latest Practicable Date, Ma Kai Cheung together with his associates and Ma Kai Yum together with his associates, Directors of the Company, had direct and/or deemed interests in 296,739,025 shares and 103,901,040 shares representing approximately 40.18% and 14.07% of the Shares issued by the Company respectively.

In the event that the Directors exercised in full the power to repurchase Shares of the Company in accordance with the terms of the ordinary resolution to be proposed at the Annual General Meeting, the total interests of Ma Kai Cheung together with his associates and Ma Kai Yum together with his associates in the Shares of the Company would be increased to approximately 44.64% and 15.63% of the issued Shares of the Company respectively. As such, the increase in Ma Kai Cheung’s proportionate interest in the issued Shares of the Company will give rise to an obligation for him to make a mandatory offer under Rule 26 of the Takeover Code. The Directors will be cautioned in exercising the Repurchase Mandate and have no intention to exercise the Repurchase Mandate to such extent which would result in Ma Kai Cheung becoming obliged to make a mandatory offer. In addition, the Directors also have no intention to repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

8. PURCHASE OF SECURITIES MADE BY THE COMPANY

No purchase of Shares has been made by the Company during the last six months (whether on the Stock Exchange or otherwise).

– 10 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

TAK SING ALLIANCE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 126)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Tak Sing Alliance Holdings Limited (the “Company”) will be held at Carrianna (Chiu Chow) Restaurant, 1st Floor, 151 Gloucester Road, Wanchai, Hong Kong on Monday, 22 August 2005 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31 March 2005.

2. To declare a final dividend for the year ended 31 March 2005.

3. To re-elect Directors and to authorise the Board of Directors to fix Directors’ remuneration.

4. To re-appoint Auditors and to authorise the Board of Directors to fix their remuneration.

5. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as an Ordinary Resolutions:

ORDINARY RESOLUTIONS

• A. “ THAT

• (a) Subject to paragraph (b) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to purchase issued shares of HK$0.10 each in the capital of the Company, subject to and in accordance with the applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (c) for the purpose of this Resolution, “Relevant Period” means the period from the date of passing of this Resolution until whichever is the earlier of:

  • (i) the conclusion of the next Annual General Meeting of the Company;

  • (ii) the revocation or variation of the authority given under this Resolution by Ordinary Resolution of the shareholders in general meeting; and

  • (iii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company or the laws of Bermuda to be held.”.

• B. “ THAT

• (a) subject to sub-paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in sub-paragraph (a) of this Resolution shall authorise 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;

• (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 pursuant to the approval in subparagraph (a) of this Resolution, otherwise than pursuant to:

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

  • (ii) 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 rights to acquire shares of the Company; and

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company;

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this Resolution, and the said approval shall be limited accordingly; 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 revocation or variation of the authority given under this Resolution by Ordinary Resolution of the shareholders in general meeting; and

• (iii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company or the laws of Bermuda to be held.”;

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

• C. “ THAT conditional upon the passing of the Ordinary Resolutions no. 5A and 5B set out above, the general mandate granted to the Directors pursuant to resolution no. 5B be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital repurchased by the Company under the authority granted in resolution no. 5A, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this Resolution.”.

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

1. To transact any other business.

By Order of the Board

Ng Yan Kwong

Company Secretary

Hong Kong, 29 July 2005

Notes:

1. The Register of Members will be closed from Wednesday, 17 August 2005 to Monday, 22 August 2005 (both days inclusive), during which period no transfer of shares will be registered.

2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. 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 attorney or authority, must be lodged with the Company’s Share Registrar in Hong Kong, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

4. An explanatory statement containing further details regarding Resolution No. 5 above will be sent to shareholders shortly together with the 2005 annual report.

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