Sun Hing Vision Group Holdings Limited — Proxy Solicitation & Information Statement 2003

Jul 17, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Sun Hing Vision Group Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

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SUN HING VISION GROUP HOLDINGS LIMITED 新興光學集團控股有限公司 *

(Incorporated in Bermuda with limited liability)

GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES AND

PROPOSED AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Sun Hing Vision Group Holdings Limited to be held at Chater Room III, Function Room Level (B1), the Ritz-Carlton, Connaught Road Central, Hong Kong on 4 September 2003 at 10:00 a.m. is set out on pages 9 to 15 of this circular. Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the annual general meeting or any adjourned meeting should you so wish.

Hong Kong, 17 July 2003

• For identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
General Mandates to issue New Shares and to
Repurchase its own Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Reasons for Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Funding of Repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Disclosure of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Share Purchase made by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Director’s Undertaking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Takeovers Code Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Market Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Shareholders’ Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Documents for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

DEFINITIONS

“Annual General Meeting”	the annual general meeting of the Company to be held at
	10:00 a.m. on 4 September 2003, notice of which is set out
	on pages 9 to 15 of this circular
“associates”	has the same meaning as defined in the Listing Rules
“Board”	the board of Directors (or a duly authorised committee
	thereof)
“Bye-laws”	the bye-laws of the Company
“Companies Act”	the Companies Act 1981 of Bermuda
“Company”	Sun Hing Vision Group Holdings Limited, a company
	incorporated in Bermuda with limited liability, the securities
	of which are listed on the main board of the Stock Exchange
“Directors”	the directors of the Company
“General Mandates”	the Share Issue Mandate and the Repurchase Mandate
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	10 July 2003, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	included herein
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted
	at the Annual General Meeting to the Directors to exercise
	all the powers of the Company to repurchase Shares
“Share Issue Mandate”	a general and unconditional mandate proposed to be granted
	at the Annual General Meeting to the Directors to exercise
	all the powers of the Company to issue, allot and otherwise
	deal with new Shares
“Shareholders”	holders of Shares
“Shares”	ordinary shares of HK$0.10 each in the capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers
“HK$” and “cents”	Hong Kong dollars and cents respectively

– 1 –

LETTER FROM THE BOARD

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SUN HING VISION GROUP HOLDINGS LIMITED 新興光學集團控股有限公司 *

(Incorporated in Bermuda with limited liability)

Executive Directors: Ku Ngai Yung, Otis (Chairman) Ku Ka Yung (Deputy Chairman) Ku Ling Wah, Phyllis Tsang Wing Leung, Jimson Cheung Chiu Hung Chan Chi Sun Ma Sau Ching

Non-executive Directors: Ku Yiu Tung Lo Wa Kei, Roy[#] Lee Kwong Yiu[#]

Principal office: 1001C, 10th Floor Sunbeam Centre 27 Shing Yip Street Kwun Tong Kowloon Hong Kong

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

• # Independent

17 July 2003

To the shareholders of the Company

Dear Sir/Madam,

GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES AND PROPOSED AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make a decision on whether to vote for or against the ordinary and special resolutions to be proposed at the Annual General Meeting which has been convened for the approval of, inter alia:

• (a) the grant of the Share Issue Mandate and Repurchase Mandate to the Directors to issue new Shares and repurchase Shares; and

• (b) the proposed amendments to the Bye-laws.

• For identification purposes only

– 2 –

LETTER FROM THE BOARD

A notice of the Annual General Meeting is set out on pages 9 to 15 of this circular.

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES

At the last general meeting of the Company held on 20 September 2002, the Directors were granted a general mandate to allot and issue Shares and a general mandate to repurchase Shares. These mandates will expire at the conclusion of the Annual General Meeting. The Directors propose to seek the approval of the Shareholders at the Annual General Meeting by way of passing ordinary resolutions for the grant of:

• (a) the Share Issue Mandate to issue Shares up to a maximum of 20% of the Shares in issue as at the date of passing of the relevant resolution; and

• (b) the Repurchase Mandate to repurchase Shares up to a maximum of 10% of the Shares and in issue as at the date of passing of the relevant resolution.

Whilst the Directors do not presently intend to repurchase any Shares they believe that the flexibility afforded by the Repurchase Mandate if the ordinary resolution granting it is passed, would be beneficial to the Company.

As at the Latest Practicable Date for determining such figures, the issued share capital of the Company was 246,839,200 Shares. Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after Latest Practicable Date and up to the date of passing of such resolution, the Directors would be authorised to repurchase up to 24,683,920 Shares during the period up to the next annual general meeting in 2004 or the expiration of the period within which the next annual general meeting of the Company is required by law to be held or the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first.

REASONS FOR REPURCHASE

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets of the Company and/or earnings and/or dividend per Share.

FUNDING OF REPURCHASES

Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company’s available cash flow or working capital facilities. Any repurchases will be made out of funds of the Company legally permitted to be utilised in this connection in accordance with its Bye-laws and the laws of Hong Kong and applicable laws of Bermuda, including profits otherwise available for distribution. Under Bermuda law, repurchases may only be effected out of the capital paid up on the repurchased Shares or out of funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company’s share premium account.

– 3 –

LETTER FROM THE BOARD

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements as at 31 March 2003) in the event that the Repurchase Mandate is exercised in full. 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.

DISCLOSURE OF INTERESTS

None of the Directors, and to the best of their knowledge, having made all reasonable enquiries, none of their associates, has any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company or its subsidiaries.

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 that he has undertaken not to sell any Shares held by him to the Company, in the event that the Repurchase Mandate is granted by the Shareholders at the Annual General Meeting and is exercised.

SHARE PURCHASE MADE BY THE COMPANY

There have been no repurchases of Shares by the Company during the six months prior to the date of this document (whether on the Stock Exchange or otherwise).

DIRECTOR’S UNDERTAKING

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

TAKEOVERS CODE CONSEQUENCES

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 “Takeovers Code”. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date for determining the relevant figures, United Vision International Limited (“United Vision”), the single largest Shareholder, is holding 136,288,000 Shares representing approximately 55.21 per cent. of the entire issued Shares of the Company. Assuming the Repurchase Mandate is exercised in full and there is not any issue of new Shares by the Company, the shareholding of United Vision will be increased to 61.35 per cent. of the entire issued Shares of the Company and therefore no obligation would arise in accordance with Rule 26 of the Takeovers Code. Apart from United Vision, the Directors are not aware of any Shareholder, or group of Shareholders acting in concert who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code in the event that the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate.

– 4 –

LETTER FROM THE BOARD

MARKET PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date were as follows:

	Share	prices
	Highest	Lowest
	HK$	HK$
2002
July	2.7000	2.1000
August	2.4000	2.3000
September	2.3000	1.8200
October	2.0000	1.8000
November	2.1000	2.0000
December	2.9000	2.1000
2003
January	3.0250	2.7000
February	3.3250	2.8500
March	3.1500	2.7750
April	2.9750	2.7750
May	3.1000	2.7500
June	2.9750	2.6750
July (up to and including the Latest Practicable Date)	3.0000	2.7500

SHAREHOLDER’S APPROVAL

All repurchases of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of General Mandate or by specific approval in relation to a specific transaction.

PROPOSED AMENDMENTS TO THE BYE-LAWS

Owing to certain recent legislative and regulatory changes, for instance, the coming into effect of Securities and Future Ordinance (Cap. 571) on 1 April 2003 which has changed the definition of “clearing houses”, and new provisions in the Listing Rules relating to electronic communications, the Board sees the need to propose consequential amendments to the Bye-laws (as specified in paragraph 6 of notice of Annual General Meeting).

The Board considers that electronic communications provides an effective and convenient alternative mode of communication to/with its members or persons entitled to receive notice or other documents from the Company. For instance, an entitled person may prefer to access the relevant financial documents of the Company or summary financial reports on a computer network instead of being sent such documents or report in hard copy, as the case may be, by post, telex or facsimile transmission. Further, the Board notes that the Stock Exchange has on 5 February 2002 announced amendments to the Listing Rules which have come into effect on 15 February 2002 which permits listed companies to send or otherwise make available corporate communications to its shareholders using electronic means with their prior approval if this is permissible under applicable laws and regulations and the constitutional documents of listed companies. Therefore the Board considers relevant amendments should be made to the Bye-laws accordingly.

– 5 –

LETTER FROM THE BOARD

Thirdly, the Board also considers the new Bye-laws contain provisions which are relevant to the administration and corporate governance of the Company which were not covered by the existing Bye-laws. In particular, the Board considers that for the purpose of enhancing corporate governance, certain provisions in the existing Bye-laws need to be amended. In particular the proposed amendments will clarify the notice period for a person other than a Director for election and clarify that the Shares held by a Director as bare or custodian trustee without beneficial interests will not count, details of which are set out in the special resolution in the notice of the Annual General Meeting set out in this circular.

It is therefore proposed that Shareholders’ approval be sought by way of passing a special resolution at the Annual General Meeting to approve and adopt the following proposed amendments to the existing Bye-laws:

• (1) Amendments relating to legislative changes:

• (i) Bye-law no. 1 in the interpretation of “clearing house”

Under the existing Bye-laws, “clearing house” is defined as one within the meaning of the Securities and Futures (Clearing Houses) Ordinance (Cap. 420) or one recognised by jurisdictions in which Shares are listed. The Securities and Futures (Clearing Houses) Ordinance (Cap. 420) was however repealed with the coming into effect of the Securities and Futures Ordinance (Cap. 571) on 1 April 2003. Accordingly, the amendment proposed in respect hereof is to reflect the legislative change as aforesaid.

• (ii) Bye-law no. 84(2)

The Board proposes to allow a Shareholder who is a clearing house or its nominee(s) may authorize such person to act as its representative at any meeting of the Company to exercise rights and powers of registered holders of Shares including the right to vote individually on a show of hands. The existing Byelaw provision does not specifically refer to the right to any vote individually on a show of hands and therefore relevant amendments should be made accordingly.

• (2) Amendments relating to electronic communications:

• (i) Bye-law no. 2(k)

The Board considers that electronic signature is a means of document execution, and that notices can be stored in any digital or electronic medium. Accordingly, a new sub-clause is added to indicate that references to a document being executed include those to a document executed by electronic signature.

• (ii) Bye-law no. 160

The existing Bye-law provision specifies that notices to Shareholders shall be given in writing or by cable, telex or fax. The Board considers electronic transmission as one of the means by which the Company can deliver notices and documents to the Shareholders and the proposed amendment in respect hereof is to reflect such recognition and include other form of electronic transmission or communication as means of delivering notices.

– 6 –

LETTER FROM THE BOARD

• (iii) Bye-law no. 161

The Board proposes to add to the Bye-laws rules on when notices are deemed to be given if sent by electronic communication and airmail or by personal service, and to specify that notices can be given to Shareholders in English or Chinese because there are currently no such provisions in the existing Byelaws.

(3) Amendments relating to corporate governance:

(i) Bye-law no. 86(1)

The existing Bye-law provision provides that directors are initially elected or appointed at the annual general meeting. The Board now proposes to expand the manner in which directors are elected or appointed so that directors may be appointed at special general meetings in addition to annual general meetings of Shareholders.

(ii) Bye-law no. 88

A person other than a Director retiring at a general meeting may be only eligible for election as director, unless recommended by Directors for election, when a notice signed by a Shareholder qualified to vote and attend the relevant meeting to propose for election of such person. Under existing Bye-law provision, the latest date for lodging such notices will be not more than seven days before the meeting appointed for the relevant election, and there is a minimum of at least seven day period during which such notices may be given. The Board proposes to clarify the Bye-law to make it clear that such notice must be filed not more than fourteen clear days before the general meeting.

(iii) Bye-law no. 103(2)

The existing Bye-law provision does not specify types of shares to be disregarded for the purpose of calculating a Director’s interest in Shares. The Board proposes to amend the Bye-law provision to the effect that for the purpose of calculating whether a Director owns 5% or more shares in a company, any shares held by a Director as bare of custodian trustee and in which he has no beneficial interest will not be counted.

(iv) Bye-law no. 136(2)

The Board considers that Directors should be able to authorize destruction of documents including share certificates, dividend mandates and instruments of transfer whether stored in micro-film or electronic form as long as destruction is in good faith and that no notice has been received by the Company that any such documents have to be preserved for any claims. The Board proposes for a new sub-clause to be added to reflect this.

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LETTER FROM THE BOARD

• (v) Bye-law nos. 153 (1), (2) and (3)

The Board proposes to add new sub-clauses to this Bye-law that the requirement to distribute directors report and accounts to Shareholders prior to annual general meeting be satisfied by distribution of summary financial statements in any manner not prohibited by Bermuda law and in the form required by applicable laws and regulations and rules of the relevant stock exchange.

ANNUAL GENERAL MEETING

The notice of Annual General Meeting is set out on pages 9 to 15 of this circular. A form of proxy for use at the Annual General Meeting is enclosed and whether you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the registered office of the Company in accordance with the instructions printed thereon not less than 48 hours before the time limit fixed for holding the Annual General Meeting. Completion of the form of proxy and returning it to the Company will not preclude you from attending, and voting at, the Annual General Meeting if you so wish.

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.

RECOMMENDATION

Your Directors consider that the granting of the General Mandates and the amendments to the existing Bye-laws of the Company are in the interests of and for the benefit of the Company and the Shareholders and accordingly the Directors recommend you to vote in favour of these resolutions to be proposed at the Annual General Meeting.

DOCUMENTS FOR INSPECTIONS

The following documents will be available for inspection at the office of Arculli and Associates at their offices at Room 2018 Hutchison House, Central, Hong Kong during normal business hours as from the date of this circular up to the date of the Annual General Meeting:

• (a) the amended Bye-laws to be adopted at the Annual General Meeting; and

• (b) a copy of the Companies Act.

Yours faithfully, For and on behalf of the Board

Ku Ngai Yung, Otis

Chairman

– 8 –

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Sun Hing Vision Group Holdings Limited (the “Company”) will be held at Chater Room III, Function Room Level (B1), the Ritz-Carlton, 3 Connaught Road Central, Hong Kong on 4 September 2003 at 10:00 a.m. for the following purposes:

As ordinary business:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 March 2003.

2. To re-elect retiring directors and to authorise the Board to fix the directors’ remuneration.

3. To re-appoint auditors and authorise the Board to fix their remunerations.

4. To declare a final dividend for the year ended 31 March 2003.

As special business:

1. To consider and, if thought fit, pass with or without modifications, the following resolutions as Ordinary Resolutions:

2. A. “ THAT :

   • (a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) of this Resolution) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares, options, warrants or similar rights to subscribe for any shares in the Company, and to make and grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) of this Resolution shall authorise the directors of the Company during the Relevant Period to make and grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;

   • (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to the shares of the Company issued as a result of a Rights Issue (as defined in paragraph (d) of this Resolution) or pursuant to the exercise of options under any share option scheme or similar arrangement or any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of the dividend on the shares of the Company in accordance with the Company’s Bye-laws, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly; and

– 9 –

NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the end of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law of Bermuda to be held; or

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

“Rights Issue” means an offer of shares in the capital of the Company open for a period fixed by the directors of the Company to the holders of shares 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 of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, or in any territory outside, Hong Kong).

• B. “ THAT :

• (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) of this Resolution) of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval mentioned in paragraph (a) of this Resolution during the Relevant Period 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 Resolution and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution the expression “Relevant Period” shall have the same meaning as assigned to it under Ordinary Resolution 5A(d) of this notice.”

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NOTICE OF ANNUAL GENERAL MEETING

• C. “ THAT conditional upon Resolutions 5A and 5B being passed, the aggregate nominal amount of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors as mentioned in Resolution 5B above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to Resolution 5A, provided that the amount of share capital repurchased by the Company shall not exceed 10 per cent. of the total nominal amount of the share capital of the Company in issue on the date of this Resolution.”

• To consider, and if thought fit, pass with or without modifications, the following resolution as a Special Resolution:

• “ THAT the Bye-laws of the Company be amended as follows:

• (1) By replacing the definition of “clearing house” as set out in Bye-law No. 1 with the following:

  • ““clearing house” a clearing house recognized by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction.”

• (2) By adding the following new clause (k) to Bye-law No. 2.

  • “(k) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.”

• (3) By replacing Bye-law No. 84(2) with the following Bye-law:

  • “84(2) Where a Member is a clearing house (or its nominee(s) and, in each case, being a corporation), it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Bye-law shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) in respect of the number and class of shares specified in the relevant authorisation including the right to vote individually on a show of hands.”

• (4) By insertion of the words “or at any special general meeting” in Bye-law No. 86(1) in the third sentence after the words “in accordance with Bye-law 87”.

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NOTICE OF ANNUAL GENERAL MEETING

• (5) By replacing Bye-law No. 88 with the following Bye-law:

• “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 not less than seven (7) clear days but not more than fourteen (14) clear days before the date of the general meeting.”

• (6) By replacing Bye-law No. 103(2) with the following:

• “103(2) A company shall be deemed to be a company in which a Director owns five (5) per cent. or more if and so long as (but only if and so long as) he and his associates (as defined by the rules, where applicable, of the Designated Stock Exchange), (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 is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director as bare or custodian trustee and in which he has no beneficial interest, any shares comprised in a trust in which the Director’s interest is 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 is interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.”

• (7) By renumbering Bye-law No. 136 as 136(1) with all the content thereof remaining without amendment.

• (8) By inserting the following new Bye-law No. 136(2) immediately after Bye-law No. 136(1):

• “136(2) Notwithstanding any provision contained in these Bye-laws, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Bye-law and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Bye-law shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.”

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NOTICE OF ANNUAL GENERAL MEETING

• (9) By renumbering Bye-law No. 153 as 153(1) and replacing it with the following:

• “153(1) Subject to Section 88 of the Act and this Bye-law No. 153(2), a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and laid before the Company in general meeting in accordance with the requirements of the Act provided that this Bye-law shall not require a copy of those documents to be sent to any person whose address the Company is not aware of or to more than one of the joint holders of any shares or debentures.”

• (10) By inserting the following new Bye-law Nos. 153(2) and 153(3):

• “153(2) To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153(1) shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

• “153(3) The requirement to send to a person referred to in Bye-law 153(1) the documents referred to in that provision or a summary financial report in accordance with Bye-law 153(2) shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153(1) and, if applicable, a summary financial report complying with Bye-law 153(2), on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.”

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NOTICE OF ANNUAL GENERAL MEETING

• (11) By deleting Bye-law No. 160 and replacing with the following new Bye-law No. 160:

• “160. Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Bye-laws from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appointed newspapers (as defined in the Act) or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.”

• (12) By deleting Bye-law No. 161 and replacing with the following new Bye-law:

• “161. Any Notice or other document:

  • (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

  • (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) if served or delivered in any other manner contemplated by these Bye-laws, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch, transmission or publication; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence thereof; and

• (d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.”

By Order of the Board YUNG Yun Sang, Simon Secretary

Hong Kong, 4 July 2003

Principal Office:

1001C, 10th Floor Sunbeam Centre 27 Shing Yip Street Kwun Tong Kowloon Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. A form of proxy is enclosed. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the principal office of the Company at 1001C, 10th Floor, Sunbeam Centre, 27 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment hereof.

3. The register of members of the Company will be closed from 2 September 2003 to 4 September 2003, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the right to attend and vote at the meeting all transfers accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar in Hong Kong, Secretaries Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 4:00 p.m. on 1 September 2003.

4. With reference to the Ordinary Resolutions sought in item 5A and 5B of this notice, the directors wish to state that they have no immediate plans to issue any new shares or to repurchase any existing shares of the Company. The explanatory statement required by the Listing Rules of the Stock Exchange in connection with the repurchase mandate is despatched to shareholders together with this notice.

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