Vision Values Holdings Ltd. — AGM Information 2004

May 3, 2004

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 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 Asia Logistics Technologies Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker 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.

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Asia Logistics Technologies Limited 亞洲物流科技有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

THE RENEWAL OF THE GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND RE-ELECTION OF DIRECTORS

Notice convening the annual general meeting of Asia Logistics Technologies Limited to be held on Friday, 11th June, 2004 at 10:30 a.m. at Room Annapurna, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong is set out on pages 10 to 21 of this circular. If you are not able to attend the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrars of Asia Logistics Technologies Limited in Hong Kong, Abacus Share Registrars Limited, at Ground Floor, 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 holding the annual general meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof, should you so wish.

30th April, 2004

* For identification only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
APPENDIX – EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE . . . . .	7
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

• i -

DEFINITIONS

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

“AGM”

the annual general meeting of the Company to be held on Friday, 11th June, 2004 at 10:30 a.m., notice of which is set out on pages 10 to 21 of this circular

• “Articles”

the articles of association of the Company

• “associate” “Board”

the meaning ascribed thereto in Rule 1.01 of the Listing Rules

the board of Directors

• “Company”

Asia Logistics Technologies Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

• “Directors” the directors of the Company

• “Group” the Company and its subsidiaries “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 26th April, 2004, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares in the manner as set out herein

“Share(s)” shares of HK$0.01 each in the capital of the Company “Shareholder(s)” the holder(s) of Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Hong Kong Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FROM THE BOARD

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Asia Logistics Technologies Limited 亞洲物流科技有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

Executive Directors:

Mr. Lo Lin Shing, Simon (Chairman) Mr. Chan Ki (Vice Chairman) Mr. Chan Wai Keung, Ringo (Chief Executive Officer) Mr. Yu Ansheng, Ben Mr. Lo Lin Kwong Mr. Zhao Rui

Registered Office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Non-executive Directors:

Dr. Cheng Kar Shun, Henry Mr. Ho Hau Chong, Norman

Independent Non-executive Directors:

Mr. To Hin Tsun, Gerald Mr. Wei Chi Kuan, Kenny

Principal place of business in Hong Kong: 21st Floor, Asia Orient Tower Town Place 33 Lockhart Road Wanchai Hong Kong

To the Shareholders

30th April, 2004

Dear Sir or Madam,

THE RENEWAL OF THE GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RE-ELECTION OF DIRECTORS

INTRODUCTION

At the AGM, the Directors propose that the Shareholders should consider and, if thought fit, approve the following matters:

• (i) to receive and consider the audited financial statements and the reports of the Directors and auditors for the year ended 31st December, 2003;

* For identification only

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LETTER FROM THE BOARD

• (ii) to elect Directors and to authorise the Board to fix their remuneration;

• (iii) to appoint auditors and to authorise the Board to fix their remuneration;

• (iv) to renew the general mandates of the Company to authorise Directors to issue and repurchase Shares; and

• (v) to amend the Articles.

The purpose of this circular is 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 proposed resolutions relating to the renewal of the general mandates, the amendments to the Articles at the AGM and the re-election of Directors.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The existing general mandates to issue and repurchase Shares will expire at the conclusion of the forthcoming AGM. The Directors intend to put forward to the Shareholders ordinary resolutions at the AGM to renew the general mandates so as to give Directors general authority:

• (i) to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM; and

• (ii) to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM.

A separate ordinary resolution will also be proposed at the AGM to add to the mandate to issue Shares referred to (i) above those Shares repurchased by the Company pursuant to the Repurchase Mandate.

AMENDMENTS TO THE ARTICLES

In light of the enactment of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) and the amendments to the Listing Rules, the Directors propose that the Company should amend its existing Articles. In principle, the Articles will be amended in the following respects, which includes:–

• (a) “recognised clearing house” shall be amended to mean a clearing house or authorised share depository recognised by the laws of the jurisdiction in which the shares are listed or quoted on a stock exchange in such jurisdiction;

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LETTER FROM THE BOARD

• (b) all transfers of shares may be effected by an instrument of transfer in the usual common form or in a form prescribed by the Stock Exchange or in such other form as the Directors may accept and may be under hand or, if the transferor or transferee is a recognised clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. All instruments of transfer must be left at the registered office of the Company or at such other place as the Directors may appoint;

• (c) the minimum length of the period, during which notice to the Company of the intention to propose a person for election as a Director and during which notice to the Company by such person of his willingness to be elected may be given, will be at least 7 days, commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than 7 days prior to the date of such meeting;

• (d) Directors shall not vote on any board resolution approving any contract or arrangement or any other proposal in which he or any of his associates has a material interest and he shall not be counted in the quorum of the relevant board meeting;

• (e) any Shareholder present by proxy is allowed to vote on a show of hands at general meeting;

• (f) where any Shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted;

• (g) the Company is allowed, to the extent permitted under the applicable laws, to send or make available corporate communications (including the distribution of summary financial reports of the Company) to their Shareholders by using electronic means in English and/or Chinese;

• (h) Directors may be removed by an ordinary resolution instead of by a special resolution; and

• (i) “associate(s)” shall be added to the definition to mean the meaning attributed to it in the Listing Rules.

At the AGM, a special resolution will be proposed for the Shareholders to approve the above amendments to the Articles.

RE-ELECTION OF DIRECTORS

At the AGM, Mr. Lo Lin Kwong (“Mr. Lo”), Mr. To Hin Tsun, Gerald (“Mr. To”) and Mr. Wei Chi Kuan, Kenny (“Mr. Wei”) will retire from office by rotation in accordance with Article 116 of the Articles and they, being eligible, offer themselves for re-election. Pursuant to Rule 13.74 of the Listing Rules, the details of Mr. Lo, Mr. To and Mr. Wei required under Rule 13.51(2) of the Listing Rules are set out below.

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LETTER FROM THE BOARD

Mr. Lo Lin Kwong , aged 59, was appointed as an executive Director in February 2002. Mr. Lo graduated from the Grantham College of Education in 1963. Mr. Lo has over 20 years of experience in financial and securities industries. Prior to working in the financial sector, Mr. Lo was a teacher for 7 years. He is the brother of Mr. Lo Lin Shing, Simon, the Chairman of the Company. As at the Latest Practicable Date, Mr. Lo has no interests in the shares of the Company which are required to be notified to the Company and the Stock Exchange under Part XV of the Securities and Futures Ordinance. There is no service contract between Mr. Lo and the Company.

Mr. To Hin Tsun, Gerald , aged 54, was appointed as an independent non-executive Director in March 2000. Mr. To has been a practicing solicitor in Hong Kong since 1975. He is also qualified as a solicitor in the United Kingdom, as well as an advocate and solicitor in Singapore. He is currently the Senior and Managing Partner of Messrs. T. S. Tong & Co., Solicitors and Notaries. Mr. To is also a nonexecutive director of The Kwong Sang Hong International Limited (stock code: 189), New World CyberBase Limited (stock code: 276), NWS Holdings Limited (stock code: 659) and Tai Fook Securities Group Limited (stock code: 665). He had also been a non-executive director of Asean Resources Holdings Limited (now known as Mexan Limited, stock code: 22) and had resigned last year. Mr. To has no relationships with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. To has no interests in the shares of the Company which are required to be notified to the Company and the Stock Exchange under Part XV of the Securities and Futures Ordinance. There is no service contract between Mr. To and the Company but the amount of fees payable to Mr. To as an independent non-executive Director is HK$100,000 per annum, subject to review by the Board from time to time.

Mr. Wei Chi Kuan, Kenny , aged 46, was appointed as an independent non-executive Director in July 2000. Mr. Wei graduated from the University of Western Ontario with a Bachelor of Arts Degree and has over 21 years of experience in the banking industry. He is also an independent non-executive director of New World CyberBase Limited (stock code: 276). Mr. Wei has no relationships with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Wei has no interests in the shares of the Company which are required to be notified to the Company and the Stock Exchange under Part XV of the Securities and Futures Ordinance. There is no service contract between Mr. Wei and the Company but the amount of fees payable to Mr. Wei as an independent non-executive Director is HK$100,000 per annum, subject to review by the Board from time to time.

ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 10 to 21 of this circular. A form of proxy for use at the AGM is enclosed. If you are not able to attend the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrars of the Company in Hong Kong, Abacus Share Registrars Limited, at Ground Floor, 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 AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof, should you so wish.

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LETTER FROM THE BOARD

At the AGM, a resolution put to the vote shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded by:–

• (a) the chairman of the AGM; or

• (b) at least five Shareholders present in person or by proxy and entitled to vote; or

• (c) any Shareholder or Shareholders present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the AGM; or

• (d) any Shareholder or Shareholders present in person or by proxy and holding Shares conferring a right to attend and vote at the AGM on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

RECOMMENDATION

The Directors are of the opinion that the renewal of the general mandates to issue and repurchase Shares, the proposed amendments to the Articles and re-election of Directors are in the best interests of the Company and the Shareholders as a whole, and so recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.

Your attention is also drawn to the additional information set out in the appendix to this circular.

By order of the Board Asia Logistics Technologies Limited Lo Lin Shing, Simon Chairman

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APPENDIX EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This appendix serves as an explanatory statement required by the Listing Rules to provide you with all the information reasonably necessary to enable you to make an informed decision whether to vote for or against the Repurchase Mandate.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

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

2. FUNDING OF REPURCHASES

Any repurchase will be made out of funds which are legally available for the purpose in accordance with the memorandum and articles of association of the Company and the Companies Law of the Cayman Islands.

As compared with the financial position of the Company as at 31st December, 2003 (being the date to which the latest audited accounts of the Company were made up), the Directors consider that there might be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full 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 of the Company or the gearing ratio which in the opinion of the Directors are from time to time appropriate for the Company.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,751,555,700 Shares.

Subject to the passing of the relevant ordinary resolution to approve the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 375,155,570 Shares.

4. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earning per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the memorandum and articles of association of the Company.

6. EFFECT OF THE TAKEOVERS CODE

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 purpose of the Takeovers Code. As a result, a Shareholder or a 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, Golden Infinity Co., Ltd., which was wholly owned by a Director, Mr. Lo Lin Shing, Simon, was interested in 1,129,758,000 Shares, representing approximately 30.11% of the issued share capital of the Company. Save as disclosed above, Mr. Lo Lin Shing, Simon did not hold any interests in the Shares as at the Latest Practicable Date. In the event that the Directors should exercise in full the Repurchase Mandate, the interests of Golden Infinity Co., Ltd. together with its associates in the Company would be increased to approximately 33.46% of the issued share capital of the Company and such increase would give rise to an obligation to make a mandatory offer under rule 26 of the Takeovers Code. However, the Directors do not have any present intention to exercise the Repurchase Mandate to the extent that would result in such takeover obligation.

Save as aforesaid and as at the Latest Practicable Date, the Directors were not aware of any consequence which the exercise in full of the Repurchase Mandate would have under the Takeovers Code.

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors and, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective associates has any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company. No connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/ it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make repurchases of Shares.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the preceding six months ending on the Latest Practicable Date.

9. SHARE PRICE

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months immediately prior to the Latest Practicable Date were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2003
April	0.063		0.045
May	0.076		0.050
June	0.063		0.043
July	0.056		0.043
August	0.060		0.045
September	0.086		0.050
October	0.069		0.049
November	0.057		0.042
December	0.052		0.040
2004
January	0.048		0.039
February	0.071		0.041
March	0.059		0.043
April (up to Latest Practicable Date)	0.080		0.024

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NOTICE OF ANNUAL GENERAL MEETING

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Asia Logistics Technologies Limited 亞洲物流科技有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

NOTICE IS HEREBY GIVEN that the annual general meeting of Asia Logistics Technologies Limited (the “Company”) will be held on Friday, 11th June, 2004 at 10:30 a.m. at Room Annapurna, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong for the following purposes:

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

2. To elect directors and to authorise the board of directors to fix their remuneration.

3. To appoint auditors and to authorise the board of directors to fix their remuneration.

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

5. (A) “ THAT:

   • (a) subject to paragraph (c) below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (b) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period;

* For identification only

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NOTICE OF ANNUAL GENERAL MEETING

• (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 paragraphs (a) and (b) above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or pursuant to the exercise of any options granted under the share option scheme adopted by the Company or an issue of shares upon the exercise of subscription rights attached to the warrants which might be issued by the Company or an issue of shares in lieu of the whole or part of a dividend on shares pursuant to any scrip dividend scheme or similar arrangement in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the time of passing this resolution; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the time of 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 expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company or the applicable laws of the Cayman Islands to be held; or

• (iii) the 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 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 regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).”

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NOTICE OF ANNUAL GENERAL MEETING

(B) “ THAT:

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

• (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;

• (c) the aggregate nominal amount of share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the time of passing this resolution; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the time of 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 expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company or the applicable laws of the Cayman Islands to be held; or

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

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NOTICE OF ANNUAL GENERAL MEETING

• (C) “ THAT conditional upon the passing of the ordinary resolutions numbered 4(A) and 4(B) in the notice convening the meeting of the Company dated 30th April, 2004, the aggregate nominal amount of the share capital of the Company which are repurchased by the Company pursuant to and in accordance with the said resolution numbered 4(B) shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to and in accordance with the said resolution numbered 4(A) set out in the notice of the meeting of the Company dated 30th April, 2004.”

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

“ THAT the articles of association of the Company be and are hereby amended in the following manner:

• (A) by adding the definition “associate(s)” after the definition of “Alternate Director” and before the definition of “Auditors” in Article 2:

• “associate(s)” shall have the meaning attributed to it in the Listing Rules;

• (B) by deleting the definition of “recognised clearing house” in Article 2 and substituting therefor the following as the new definition of “recognised clearing house”:

• “recognised clearing house” shall mean a clearing house or authorised share depository recognised by the laws of the jurisdiction in which the shares are listed or quoted on a stock exchange in such jurisdiction;

• (C) by adding the following wordings to the definition of “writing/printing” in Article 2, after the words “non-transitory form”:

“, including in the form of electronic display, provided that both the mode of service of the relevant document or notice and the members’ election (where applicable) comply with all applicable laws, rules and regulations; 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 legally acceptable 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.”

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NOTICE OF ANNUAL GENERAL MEETING

• (D) by deleting Article 37 in its entirety and substituting therefor the following as the new Article 37:

• “37. All transfers of shares may be effected by an instrument of transfer in the usual common form or in a form prescribed by the Exchange or in such other form as the Directors may accept and may be under hand or, if the transferor or transferee is a recognised clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. All instruments of transfer must be left at the registered office of the Company or at such other place as the Directors may appoint.”

• (E) by adding the words “or by proxy” before the words “shall have one vote, and on a poll” in Article 85;

• (F) by adding the following new Article 85A after Article 85:

• “85A. Where any member of the Company is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member of the Company in contravention of such requirement or restriction shall not be counted.”

• (G) by deleting the words “a special” in Article 106(vii) and replacing it with the words “an ordinary”;

• (H) by deleting the word “special” in Article 122(a) and replacing it with the word “ordinary”;

• (I) by deleting Article 107(c) to (f) in its entirety and substituting therefor the following as new Article 107(c) to (f):

• “107.(c) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associates is materially interested, but this prohibition shall not apply to any of the following matters namely:

  • (i) any contract or arrangement for giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;

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NOTICE OF ANNUAL GENERAL MEETING

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

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

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

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

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

• (a) the adoption, modification or operation of any employee’s share scheme or any share incentive or share option scheme under which the Director or his associate(s) may benefit; or

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

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NOTICE OF ANNUAL GENERAL MEETING

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

• (e) Where a company in which a Director and/or his associate(s) hold(s) five (5) per cent. or more is/are materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.

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

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NOTICE OF ANNUAL GENERAL MEETING

• (J) by deleting Article 120 in its entirety and substituting therefor the following as new Article 120:

• “120. No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as Director at any general meeting unless a notice signed by a member of the Company (other than the person to be proposed) entitled 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 registered office of the Company or its principal place of business in Hong Kong provided that the minimum length of the period, during which such notice(s) is/are given, shall be at least seven (7) days and that the period for lodgement of such notice(s) shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.”

• (K) by re-numbering the existing Article 158 as Article 158(1) and by adding the following as new Article 158(2):

• “(2) Notwithstanding any provision contained in these Articles, the Directors may if permitted by applicable laws, authorise the destruction of documents set out in Article 158(1) 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 Article shall only apply 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.”

• (L) by adding the following new sub-paragraphs after the Article 163(b):

• “(c) To the extent permitted by and subject to due compliance with all applicable laws, rules and regulations, including, without limitation, the Listing Rules, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 163(b) shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the laws, 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.

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NOTICE OF ANNUAL GENERAL MEETING

• (d) The requirement to send to a person referred to in Article 163(b) the documents referred to in that provision or a summary financial report in accordance with Article 163(c) shall be deemed satisfied where, in accordance with all applicable laws, rules and regulations, including, without limitation, the Listing Rules, the Company publishes copies of the documents referred to in Article 163(b) and, if applicable, a summary financial report complying with Article 163(c), 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.”

• (M) by deleting Article 167(a) in its entirety and substituting therefor the following as new Article 167(a):

• “167.(a) Any notice or document (including any “corporate communication” within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Articles from the Company to a member of the Company 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 of the Company either personally or by sending it through the post in a prepaid envelope addressed to such member of the Company 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 of the Company or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the Exchange’s website and giving to the member of the Company 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 of the Company 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.”

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NOTICE OF ANNUAL GENERAL MEETING

• (N) by deleting Article 169 in its entirety and substituting therefor the following as new Article 169:

• “Any notice or other document:

• (a) if served or delivered by post, 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 or document placed on the Company’s website or the Exchange’s website is deemed given by the Company to a member of the Company on the day following that on which a notice of availability is deemed served on the member of the Company;

• (c) if served or delivered in any other manner contemplated by these Articles, 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 or transmission; 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 act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and

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

By order of the Board

Asia Logistics Technologies Limited Tsang Yuet Kwai

Company Secretary

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NOTICE OF ANNUAL GENERAL MEETING

The directors of the Company include:

Executive Directors:

Mr. Lo Lin Shing, Simon (Chairman)

Mr. Chan Ki (Vice Chairman)

Mr. Chan Wai Keung, Ringo (Chief Executive Officer)

Mr. Yu Ansheng, Ben

Mr. Lo Lin Kwong

Mr. Zhao Rui

Non-executive Directors:

Dr. Cheng Kar Shun, Henry Mr. Ho Hau Chong, Norman

Independent Non-executive Directors: Mr. To Hin Tsun, Gerald Mr. Wei Chi Kuan, Kenny

Hong Kong, 30th April, 2004

Principal place of business in Hong Kong: 21st Floor, Asia Orient Tower Town Place 33 Lockhart Road Wanchai, Hong Kong

Notes:

1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

2. Any member of the Company entitled to attend and vote at the meeting of the Company is entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint any number of proxies to attend in his stead at the meeting. Where a member of the Company is a recognised clearing house (or its nominee), a proxy or proxies appointed by such member shall be entitled to separate votes on a show of hands.

3. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority, (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to branch share registrars of the Company in Hong Kong, Abacus Share Registrars Limited, at Ground Floor, 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 or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than 48 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid provided always that the Chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company.

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NOTICE OF ANNUAL GENERAL MEETING

1. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. Where there are joint registered holders of any share, any one of such persons may vote at the 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 the meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

3. In accordance with the articles of association of the Company, Messrs. Lo Lin Kwong, To Hin Tsun, Gerald and Wei Chi Kuan, Kenny will retire at the meeting and being eligible, offer themselves for re-election. Details of these Directors have been set out in the circular dated 30th April, 2004.

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