Tomson Group Limited — AGM Information 2006

May 4, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tomson Group Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser 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.

TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

ANNUAL GENERAL MEETING, RE-ELECTION OF RETIRING DIRECTORS AND

GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES

A notice convening an annual general meeting of Tomson Group Limited to be held at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 26th May, 2006 at 10:15 a.m. is set out on pages 11 to 14 of this circular. Whether or not shareholders are able to attend the annual general meeting, they are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the principal place of business of Tomson Group Limited in Hong Kong at 22nd Floor, AIA Plaza, 18 Hysan Avenue, Causeway Bay, Hong Kong as soon as possible but in any event not later than 10:15 a.m. on Thursday, 25th May, 2006. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting or any adjourned meeting thereof, should they so wish.

28th April, 2006

LETTER FROM THE BOARD

TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

Executive Directors: Hsu Feng (Managing Director) Chuang Hsiao Chen Tong Albert

Independent Non-executive Directors: Tung Wai Yee Cheung Siu Ping, Oscar Lee Chan Fai

Registered office: Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Principal place of business in Hong Kong: 22nd Floor, AIA Plaza 18 Hysan Avenue Causeway Bay Hong Kong

28th April, 2006

To shareholders

Dear Sir/Madam

ANNUAL GENERAL MEETING, RE-ELECTION OF RETIRING DIRECTORS AND

GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES

INTRODUCTION

An annual general meeting of Tomson Group Limited (the “Company”) will be held at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 26th May, 2006 at 10:15 a.m. (the “2006 Annual General Meeting”). This circular

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LETTER FROM THE BOARD

is issued with the purposes of providing you with information relating to the following resolutions to be proposed at the 2006 Annual General Meeting and giving you the notice of the meeting:

• (i) to re-elect retiring Directors of the Company; and

• (ii) to grant general mandates to the Board of Directors of the Company (the “Board”) to issue and to repurchase shares of HK$0.50 each in the capital of the Company (the “Shares”) up to a maximum of 20 per cent and 10 per cent of the issued share capital of the Company as at the date of the 2006 Annual General Meeting respectively and to extend the said issue mandate by adding those Shares that may be repurchased under the said repurchase mandate.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 99 of the Articles of Association of the Company, Mr Lee Chan Fai, being a Director appointed by the Board, shall hold office only until the next following annual general meeting of the Company after his appointment and therefore will retire at the 2006 Annual General Meeting. Being eligible, he offers himself for re-election.

Pursuant to Article 116 of the Articles of Association of the Company, Madam Hsu Feng and Mr Chuang Hsiao Chen will retire by rotation at the 2006 Annual General Meeting. Being eligible, they offer themselves for re-election.

Ordinary resolutions will therefore be proposed at the 2006 Annual General Meeting to re-elect Mr Lee, Madam Hsu and Mr Chuang as the Directors of the Company and their details are set out in Appendix I to this circular.

GENERAL MANDATES

At the last annual general meeting of the Company held on 27th May, 2005, general mandates were granted to the Board to (i) allot, issue and otherwise deal with additional Shares and (ii) repurchase the Shares. These general mandates will expire at the conclusion of the 2006 Annual General Meeting or on revocation or variation of the approval of granting such mandates by an ordinary resolution of shareholders of the Company, whichever is the earlier.

The Board therefore proposes to seek your approval of three ordinary resolutions at the 2006 Annual General Meeting to grant it general mandates:

• (i) to allot, issue and deal with additional Shares up to a maximum of 20 per cent of the issued share capital of the Company as at the date of the 2006 Annual General Meeting (the “Share Issue Mandate”);

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LETTER FROM THE BOARD

• (ii) to repurchase on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) the Shares up to a maximum of 10 per cent of the issued share capital of the Company as at the date of the 2006 Annual General Meeting (the “Share Repurchase Proposal”); and

• (iii) to extend the Share Issue Mandate by adding those Shares that may be repurchased under the Share Repurchase Proposal (the “Extension of Share Issue Mandate”).

An explanatory statement in connection with the aforesaid general mandates is set out in the Appendix II to this circular.

ANNUAL GENERAL MEETING

The notice convening the 2006 Annual General Meeting is set out on pages 11 to 14 of this circular.

A form of proxy for use at the 2006 Annual General Meeting and the Annual Report for 2005 of the Company are being sent to the shareholders of the Company together with this circular. Whether or not you are able to attend the 2006 Annual General Meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the principal place of business in Hong Kong of the Company at 22nd Floor, AIA Plaza, 18 Hysan Avenue, Causeway Bay, Hong Kong not later than 10:15 a.m. on Thursday, 25th May, 2006. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the 2006 Annual General Meeting if you so wish.

PROCEDURES FOR DEMANDING A POLL

Pursuant to Article 80 of the Articles of Association of the Company, a resolution put to vote at a general meeting of the Company 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) demanded by:

• (i) the chairman of the meeting; or

• (ii) at least three shareholders present in person or by proxy for the time being entitled to vote at the meeting; or

• (iii) any shareholder or shareholders present in person 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

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LETTER FROM THE BOARD

• (iv) any shareholder or shareholders present in person or by proxy and holding shares in the capital of 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.

If a poll is demanded otherwise than on the election of a chairman of the meeting or, on any question of adjournment, it shall be taken in such manner at such time and place, not being more than 30 days from the date of the meeting at which the poll was demanded, as the chairman of the meeting directs. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

Unless a poll is so demanded, a declaration of the result of the show of hands by the chairman of the meeting and an entry to that effect in the minutes book shall be conclusive evidence of the voting result.

RECOMMENDATION

The Board considers that the re-election of the retiring Directors, the Share Issue Mandate, the Share Repurchase Proposal and the Extension of Share Issue Mandate are in the best interests of the Company and its shareholders and accordingly recommends all the shareholders of the Company to vote in favour of the relevant resolutions to be proposed at the 2006 Annual General Meeting.

Yours faithfully

For and on behalf of the Board of

TOMSON GROUP LIMITED

Hsu Feng

Managing Director

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INFORMATION OF RETIRING DIRECTORS

APPENDIX I

The following is the information of the three Directors proposed to be re-elected at the 2006 Annual General Meeting:

• (1) Mr Lee Chan Fai , aged 43, has been appointed as an independent non-executive Director of the Company and a member of each of the audit committee and remuneration committee of the Board since December 2005. He is a member of The Hong Kong Institute of Architects and is qualified as a Registered Architect in Hong Kong and a First Class Registered Architect in the mainland China. Mr Lee has acted as a director of Marco Asia Limited and J&P Architects Limited since 1990’s. He has extensive experience in architectural design.

Mr Lee has neither any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company nor any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”) as at 25th April, 2006 (being the latest practicable date prior to the printing of this circular (the “Latest Practicable Date”)).

Mr Lee has not entered into any service contract with the Company and is entitled to an annual director’s fee of HK$84,000, which is determined by the Board with reference to his responsibilities and prevailing market conditions.

(2) Madam Hsu Feng , aged 55, has been a Director of the Company and its subsidiaries since January 1990. She was appointed as Managing Director of the Company in December 2001 and the chairman of the executive committee of the Board in June 2005. She has over 10 years’ experience in film production, and in property development and investment, and retail industry in Taiwan. She has been engaged in the property development and leisure activities in the mainland China in recent years.

Madam Hsu is the mother of Mr Tong Albert, an executive Director of the Company, and the sister of Mr Hsu Bin, the General Manager of Shanghai office of the group. She is also a director of King China Holdings Limited and an executive director of Rivera (Holdings) Limited, a listed company in Hong Kong, both of which are currently substantial shareholders of the Company.

Pursuant to Part XV of the SFO, as at the Latest Practicable Date, Madam Hsu has an interest in 563,595,960 Shares.

According to a service contract entered into with the Company, Madam Hsu is entitled to an annual salary of approximately HK$3,900,000 plus non-cash benefits as emoluments for her services in management of the Company determined by the Board with reference to her responsibilities and prevailing market conditions. She is also entitled to a cash allowance for her services rendered to the subsidiaries of the Company.

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APPENDIX I

INFORMATION OF RETIRING DIRECTORS

• (3) Mr Chuang Hsiao Chen , aged 58, has been appointed as an executive Director of the Company since April 1998 and a member of the executive committee of the Board since June 2005. He has joined the Group since May 1993 and now also acts as a director of a number of subsidiaries of the Company in Shanghai. He is a director and the general manager of Tomson Golf (Shanghai) Limited, which is a wholly-owned subsidiary of the Company and is engaged in the operation of Tomson Shanghai Pudong Golf Club and the development of Tomson Golf Villas projects in Pudong, Shanghai. He has extensive experience in sport and recreational activities and has been engaged in management of the golf club in the mainland China in recent years.

Mr Chuang does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company, nor does he have any interests in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Mr Chuang has not entered into any service contract with the Company nor does he receive any emolument in his capacity as a Director of the Company. Nevertheless, he is entitled to a monthly emolument of around HK$98,000 plus a discretionary year-end bonus for his services to the subsidiaries of the Company.

The aforesaid retiring Directors of the Company have not been appointed for any specific term but are subject to retirement by rotation and re-election at the annual general meetings of the Company pursuant to the Articles of Association of the Company.

Save as disclosed herein, there is neither other information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) nor other matters that need to be brought to the attention of the holders of securities of the Company.

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APPENDIX II EXPLANATORY STATEMENT FOR GENERAL MANDATES

REPURCHASE OF SHARES

In accordance with the Listing Rules, this section serves as an explanatory statement to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the Share Repurchase Proposal.

(1) Share Repurchase Proposal

As at the Latest Practicable Date, the number of the Shares in issue was 1,317,471,940 Shares.

Subject to the passing of the Share Repurchase Proposal and on the assumption that no additional Shares will be issued or repurchased prior to the date of passing the Share Repurchase Proposal, the Company will be allowed under the mandate to repurchase a maximum of 131,747,194 Shares, which are fully paid up, during the period up to the conclusion of the next following annual general meeting of the Company, or the expiration of the period within which the next following annual general meeting of the Company is required by law to be held, or the revocation or variation of the approval granted under the Share Repurchase Proposal by the shareholders of the Company, whichever is the earlier.

The Board believes that the Share Repurchase Proposal is in the interests of the Company and its shareholders. There have been occasions when the Shares were trading at a substantial discount to their underlying net asset value. Repurchases of Shares may enhance the Company’s net asset value per Share and earnings per Share. In these circumstances, the ability of the Company to repurchase the Shares can be beneficial to those shareholders who retain their investment in the Company since their possible percentage interest in the assets of the Company would increase in proportion to the number of the Shares repurchased by the Company. Furthermore, the Board’s exercise of the mandate granted under the Share Repurchase Proposal would lead to an increased volume of trading in the Shares on the Stock Exchange. The Board is seeking the general mandate to repurchase the Shares to give the Company the flexibility to do so if and when appropriate and the Board has no present intention to do so.

The Board expects there to be material adverse impact on the working capital or gearing position of the Company, as compared with the position disclosed in the audited financial statements of the Company for the year ended 31st December, 2005 as a result of repurchases made under the Share Repurchase Proposal if the mandate is exercised in full. However, no purchase would be made in circumstances that would have a material adverse impact on the working capital or gearing position of the Company unless the Board considers that such purchases would be in the best interests of the Company notwithstanding such material adverse impact.

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APPENDIX II EXPLANATORY STATEMENT FOR GENERAL MANDATES

(2) Funding of Repurchases

In repurchasing the Shares, the Company will only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association and the Companies Law of the Cayman Islands which provide that the Shares may be repurchased out of the profits of the Company, and/or out of the proceeds of a fresh issue of the Shares made for this purpose and/or even out of the capital paid up on the repurchased Shares. The Board proposes to repurchase the Shares out of the working capital of the Company.

(3) Disclosure of Interests

The Board has undertaken to the Stock Exchange to exercise the powers of the Company to make purchases pursuant to the Share Repurchase Proposal in accordance with the Listing Rules and all applicable laws.

None of the Directors of the Company nor, to the best of their knowledge having made all reasonable enquiries, any of their associates presently intend to sell the Shares to the Company under the Share Repurchase Proposal in the event that the Share Repurchase Proposal is approved by the shareholders of the Company.

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 Share Repurchase Proposal is approved by the shareholders of the Company.

(4) Effect of Takeovers Code

If as a result of a repurchase of the Shares, a shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purpose of the Code on Takeovers and Mergers of Hong Kong (the “Takeovers Code”).

As at the Latest Practicable Date, the single largest shareholder of the Company, together with her close relatives and companies controlled by her, was interested in Shares representing approximately 44.38% of the issued share capital of the Company. On the assumption that the number of Shares in issue remains unchanged from the Latest Practicable Date up to the expiry of the period when the mandate to be granted under the Share Repurchase Proposal remains in force and in the event that the Board exercises in full the power to repurchase Shares pursuant to the mandate to be granted under the Share Repurchase Proposal, their shareholdings would be increased to approximately 49.31% of the then issued share capital of the Company. Accordingly, such shareholder and parties acting in concert become obliged to make a general offer for the Shares under Rule 26 of the Takeovers Code if the mandate is exercised in full.

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EXPLANATORY STATEMENT FOR GENERAL MANDATES

APPENDIX II

(5) Market Prices

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months are as follows:

	Highest	Lowest
	traded price	traded price
	HK$	HK$
April 2005	2.175	1.840
May 2005	1.970	1.750
June 2005	1.930	1.750
July 2005	2.150	1.800
August 2005	2.200	1.930
September 2005	2.150	1.770
October 2005	1.910	1.750
November 2005	2.300	1.790
December 2005	2.425	2.050
January 2006	2.375	2.050
February 2006	2.450	2.150
March 2006	3.175	2.100

(6) Purchases of Shares made by the Company

The Company did not purchase any Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date except of the following repurchases made on the Stock Exchange:

Date of	Number of Shares	Price per Share	Price per Share
Repurchases	Repurchased	Highest	Lowest
		HK$	HK$
25th October, 2005	554,000	1.88	1.86
1st November, 2005	30,000	1.82	–
Total	584,000

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APPENDIX II EXPLANATORY STATEMENT FOR GENERAL MANDATES

SHARE ISSUE MANDATE

Should the Share Issue Mandate be granted at the 2006 Annual General Meeting and on the assumption that the number of Shares in issue as at the Latest Practicable Date remains unchanged prior to the date of the meeting, the Board is empowered to issue a maximum of 263,494,388 new Shares, otherwise than pursuant to (i) a rights issue; or (ii) an exercise of rights of subscription or conversion under the terms of any warrant or other securities issued by the Company; or (iii) an exercise of subscription rights under any share option scheme of the Company, during the period up to the conclusion of the next following annual general meeting of the Company unless it is otherwise revoked or varied by a resolution of the shareholders of the Company.

In addition, subject to the passing at the 2006 Annual General Meeting of the proposed resolutions regarding the Share Repurchase Proposal and the Extension of Share Issue Mandate, the aforesaid limit of the Share Issue Mandate would be extended to include the number of the Shares that may be purchased under the Share Repurchase Proposal.

The Board currently has no immediate plans to issue any new Shares.

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NOTICE OF ANNUAL GENERAL MEETING

TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Tomson Group Limited (the “Company”) will be held at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 26th May, 2006 at 10:15 a.m. for the following purposes:

• (1) To receive and consider the audited financial statements of the Company for the year ended 31st December, 2005 together with the reports of the Directors and Auditors thereon;

• (2) To declare a final dividend of the Company for the year ended 31st December, 2005;

• (3) To re-elect retiring Directors of the Company and to fix the Directors’ fees;

• (4) To re-appoint Auditors of the Company and to authorise the Board of Directors of the Company to fix their remuneration;

• (5) As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) of this Resolution, the exercise by the Board of Directors of the Company (the “Board”) during the Relevant Period of all the powers of the Company to allot, issue and otherwise deal with additional shares of HK$0.50 each in the capital of the Company and to make or 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 Board during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers to allot, issue and deal with additional shares of the Company after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate number of shares in the capital of the Company to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue; or (ii) an exercise of rights of subscription or conversion under the terms of any warrant or other securities issued by the Company carrying a right to subscribe for or purchase the shares of the Company; or (iii) an exercise of subscription rights under any share option scheme of the Company, shall not exceed 20 per cent of the aggregate number of issued shares of the Company as at the date of passing 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 expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law to be held; and

• (iii) the revocation or variation of the approval granted under this Resolution by an ordinary resolution of the members of the Company in general meeting; and

“Rights Issue” means the allotment, issue or grant of shares of the Company pursuant to an offer (open for a period fixed by the Board) made to the holders of shares of the Company or any class thereof on the Register of Members of the Company on a fixed record date pro rata to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Board 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, any territory outside Hong Kong).”;

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NOTICE OF ANNUAL GENERAL MEETING

• (6) As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution:

“ THAT :

• (a) the exercise by the Board of Directors of the Company during the Relevant Period of all the powers of the Company to purchase its own shares of HK$0.50 each on The Stock Exchange of Hong Kong Limited, subject to paragraph (b) of this Resolution and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares in the capital of the Company to be purchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent of the aggregate number of issued shares in the capital of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (c) 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 the Articles of Association of the Company or any applicable law to be held; and

• (iii) the revocation or variation of the approval granted under this Resolution by an ordinary resolution of the members of the Company in general meeting.”; and

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NOTICE OF ANNUAL GENERAL MEETING

• (7) As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution upon the passing of Resolutions (5) and (6) set out in this notice:

“ THAT the general mandate granted to the Board of Directors of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company under Resolution (5) set out in the notice convening this Meeting be and is hereby extended by the addition thereto of an amount representing all those number of shares in the capital of the Company which may from time to time be purchased by the Company pursuant to the approval granted under Resolution (6) set out in the notice convening this Meeting.”.

By Order of the Board of TOMSON GROUP LIMITED Lee Yuen Han Company Secretary

Hong Kong, 28th April, 2006

Notes:

1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and, in the event of a poll, to vote in his stead. A proxy need not be a member of the Company.

2. In order for it to be valid, the form of proxy, accompanied by a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the principal place of business in Hong Kong of the Company at 22nd Floor, AIA Plaza, 18 Hysan Avenue, Causeway Bay, Hong Kong not later than 10:15 a.m. on Thursday, 25th May, 2006.

3. Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands, every member who (being an individual) is present in person or (being a corporation) is present by a representative duly authorised pursuant to the articles of association of the company shall have one vote, and on a poll, every member present in person or by proxy or who (being a corporation) is present by a duly authorised representative shall have one vote for every fully-paid share of which he is the holder. On a poll a member entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same way.

4. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons 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.

5. An explanatory statement regarding the proposals of re-electing the retiring Directors, and granting the general mandates to issue new shares and to repurchase own shares of the Company will be despatched to the members of the Company together with this notice.

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