Suncorp Technologies Limited — Share Issue/Capital Change 1999

Apr 1, 1999

Listed Company Information

CAPETRONIC INTL<0500> - Announcement The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement. CAPETRONIC INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) CHANGE OF NAME GENERAL MANDATE TO ISSUE SHARES INCREASE IN AUTHORISED SHARE CAPITAL ADOPTION OF NEW SHARE OPTION SCHEME The directors (`Directors') of Capetronic International Holdings Limited (the `Company') propose that a special general meeting (`SGM') be held at which resolutions be proposed to: (1) change the name of the Company to `DVB (Holdings) Limited'; (2) grant the Directors a general mandate to allot, issue and deal with additional shares up to an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company (`General Mandate') as at the date of the passing of the relevant resolution at the SGM; (3) increase the authorised share capital of the Company; and (4) adopt a new share option scheme for directors and employees of the Company and its subsidiaries (the `Group'). The Directors propose that the name of the Company be changed to `DVB (Holdings) Limited' in order to recognise the new management of the Company and to reflect the business diversification of the Group into electronic and digital data transmission. The proposed change of name is subject to the passing of a special resolution at the SGM by the shareholders of the Company and the approval by the Registrar of Companies in Bermuda and shall take effect from the date on which the new name is registered by the Registrar of Companies in Bermuda. The Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong. Upon the proposed change of name becoming effective, the Chinese translation of the new name of the Company for identification purposes will be '*'. The change of name of the Company will not affect any of the rights of the shareholders of the Company. All existing share certificates in issue bearing the present name of the Company will, after the change of name, continue to be evidence of title to the shares and will be valid for trading, settlement and delivery for the same number of shares in the new name of the Company. Once the change of name has become effective, any new share certificates of the Company will be issued in the new name of the Company. A further announcement will be made when the change of name of the Company has become effective. Following the grant of the option by the Company to the holder of the exchangeable preference shares (`DVB Preference Shares') issued by DVB (Group) Limited, a wholly-owned subsidiary of the Company, to transfer such DVB Preference Shares to the Company in consideration for the issue by the Company of new ordinary shares of the Company, the existing general mandate has been exercised as to approximately 14.5 per cent., leaving only approximately 5.5 per cent. available until the SGM should the General Mandate be granted or until the next annual general meeting if it is not granted. Therefore, the Directors intend to seek shareholders' approval for the General Mandate. Furthermore, a resolution will be proposed at the SGM to increase the authorised share capital of the Company from HK$1,099,999,999.50 to HK$1,200,000,000.00 by the creation of an additional 66,666,667 ordinary shares. Whilst the Directors have no definite plans to issue shares under the General Mandate at present, the Directors wish to retain the flexibility to do so either for fund raising activities and/or in respect of the on-going discussions with potential strategic industry partners and investors referred to in the Company's joint announcements with Universal Appliances Limited dated 23rd March, 1999 and 30th March, 1999. The Company's previous employee share option scheme which was adopted by resolution of the shareholders of the Company on 6th July, 1988 (and amended by a further resolution passed on 17th October, 1989) lapsed on 31st July, 1998. The Directors consider that the motivation of personnel and retention of key employees is important to the success of the Group's businesses. The Directors believe that the adoption of a new share option scheme will enhance staff motivation and performance and will enable employees of the Group to acquire shares in the Company and therefore encourage the Group's employees to identify their interests with those of the shareholders of the Company. Accordingly, the Directors propose that a resolution be put to the Company's shareholders at the SGM to adopt a new employee share option scheme. A circular containing, inter alia, further details of the share option scheme together with a notice of SGM will be sent to the shareholders of the Company as soon as practicable. By Order of the Board CAPETRONIC INTERNATIONAL HOLDINGS LIMITED Wu Zheng, Bruno Executive Director Hong Kong, 31st March, 1999 [*] Please refer to the press announcement for the Chinese name.