Vision Values Holdings Ltd. — Proxy Solicitation & Information Statement 2002

May 3, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action you should take, 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 to the purchaser or the 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.

Asia Logistics Technologies Limited 亞 洲 物 流 科 技 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND

ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME

A notice convening an extraordinary general meeting of Asia Logistics Technologies Limited to be held at Chater Room II, Function Room Level, The Ritz-Carlton, Hong Kong, 3 Connaught Road Central, Hong Kong on Tuesday, 28 May 2002 at 3:45 p.m. (or so soon thereafter as the annual general meeting of the Company convened at the same place and date at 3:30 p.m. shall have concluded or adjourned) is set out on pages 18 to 21 of this circular. Whether or not you propose to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrars in Hong Kong, Abacus Share Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting should you so wish.

* For identification only

29 April 2002

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE CHAIRMAN
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Adoption of New Share Option Scheme
and Termination of Existing Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Document for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – EXPLANATORY STATEMENT FOR THE
REPURCHASE MANDATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

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

• “Business Day”

has the same meaning ascribed in the Listing Rules

• “Commencement Date”

in respect of any particular Option, the date upon which the offer of the Option is made to the Grantee in accordance with the New Share Option Scheme

• “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

• “Employee” any employee (whether full time or part time) of the Company, any of its Subsidiaries or any Invested Entity, including any executive director of the Company, any of such Subsidiaries or any Invested Entity

• “Existing Share Option Scheme” the existing share option scheme of the Company adopted on 11 September 1998

• “Extraordinary General Meeting” the extraordinary general meeting of the Company to be held at Chater Room II, Function Room Level, The Ritz-Carlton, Hong Kong, 3 Connaught Road Central, Hong Kong on Tuesday, 28 May 2002 at 3:45 p.m. (or so soon thereafter as the annual general meeting of the Company convened at the same place and date at 3:30 p.m. shall have concluded or adjourned), notice of which is set out on pages 18 to 21 of this circular

• “Grantee” any Participant who accepts the offer of the grant of any Option in accordance with the terms of the New Share Option Scheme or (where the context so permits) a person entitled to any such Option in consequence of the death of the original Grantee

• “Group” the Company and its Subsidiaries

• “HK$”

Hong Kong dollars, the lawful currency of the Hong Kong

• “Hong Kong”

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

• “Invested Entity”

any entity in which any member of the Group holds any equity interest

• “Latest Practicable Date” 23 April 2002, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 1 –

DEFINITIONS

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “New Share Option Scheme” the share option scheme to be adopted by the Company at the Extraordinary General Meeting, a summary of the principal terms of which is set out on pages 10 to 17 of this circular

• “Option Period” in respect of any particular Option, the period within which the Shares must be taken up under the Option and such period as the Directors may in its absolute discretion determine and in any event such period shall not be more than ten (10) years from the Commencement Date

• “Option” an option to subscribe for the Shares granted pursuant to the New Share Option Scheme

• “Participant(s)” as defined in the principal terms of the New Share Option Scheme to this circular

• “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 in the notice of the Extraordinary General Meeting

• “Share Issue Mandate” a general mandate proposed to be granted to the Directors to allot, issue and deal with new Shares in the manner as set out in the notice of the Extraordinary General Meeting

• “Share(s)” share(s) of HK$0.01 each in the capital of the Company

• “Shareholder(s)” holder of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Subscription Price” the price per Share at which the Grantee may subscribe for the Shares on the exercise of an Option

• “Subsidiary” a company which is for the time being and from time to time a subsidiary (within the meaning of section 2 of the Companies Ordinance) of the Company and “Subsidiaries” means all of them collectively

• “Substantial Shareholder” has the same meaning ascribed in the Listing Rules

• “Takeovers Code”

Hong Kong Code on Takeovers and Mergers

– 2 –

LETTER FROM THE CHAIRMAN

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

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

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

Principal place of business

in Hong Kong: 37th Floor New World Tower 16-18 Queen’s Road Central Hong Kong

29 April 2002

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME

INTRODUCTION

At the Extraordinary General Meeting, ordinary resolutions will be proposed to approve the granting of Repurchase Mandate, Share Issue Mandate, the extension of Share Issue Mandate, the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme. The purpose of this circular is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed ordinary resolutions at the Extraordinary General Meeting.

* For identification only

– 3 –

LETTER FROM THE CHAIRMAN

GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 30 May 2001, a general mandate was given to the Directors to exercise the powers of the Company to repurchase Shares of the Company. Under the Listing Rules, such general mandate will lapse at the conclusion of the forthcoming annual general meeting to be held on 28 May 2002.

An ordinary resolution will then be proposed at the Extraordinary General Meeting granting the Directors authority to repurchase Shares up to 10% of the share capital of the Company in issue as at the date of passing of the relevant resolution approving the Repurchase Mandate.

The Repurchase Mandate will, if granted, remain in effect until 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 any applicable laws of the Cayman Islands or by the articles of association of the Company to be held; and (iii) its revocation or variation by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement as required under the Listing Rules to provide the requisite information concerning the Repurchase Mandate is set out in the Appendix I hereto.

GENERAL MANDATE TO ISSUE SHARES

At the Extraordinary General Meeting, an ordinary resolution will be proposed that the Directors be given a general mandate to allot, issue and deal with new Shares not exceeding 20% of the issued share capital of the Company at the date of passing the relevant resolution approving the Share Issue Mandate.

The Share Issue Mandate will, if granted, remain effective until 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 any applicable laws of the Cayman Islands or by the articles of association of the Company to be held; and (iii) its revocation or variation by an ordinary resolution of the Shareholders in general meeting.

In addition, if the Repurchase Mandate is granted, an ordinary resolution will also be proposed at the Extraordinary General Meeting providing that any Shares repurchased under the Repurchase Mandate (up to maximum of 10% of the issued shares as at the date of the granting of the Share Issue Mandate) will be added to the total number of Shares which may be allotted and issued under the Share Issue Mandate.

In respect of the Repurchase Mandate and the Share Issue Mandate, the Directors wish to state that they have no present intention to exercise the Repurchase Mandate to repurchase Shares nor the Share Issue Mandate to allot new Shares.

– 4 –

LETTER FROM THE CHAIRMAN

ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME

As a result of the recent changes to Chapter 17 of the Listing Rules which governs the operation of share option schemes of the listed issuers, the Directors would like to seek the approval of the Shareholders at the Extraordinary General Meeting for the termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme. Principal terms of the New Share Option Scheme is set out in Appendix II to this circular.

The Directors consider that the adoption of the New Share Option Scheme is in the interests of the Company and the Shareholders as a whole because it enables the Company to reward and provide incentives to its Employees and other stakeholders for their contributions to the Group.

As at the Latest Practicable Date, the Company has 3,182,434,000 Shares in issue and a total of 325,300,000 options being granted under the Existing Share Option Scheme, of which 12,000,000 options were exercised, 150,400,000 options were lapsed and 162,900,000 options remain outstanding. No further options will be granted under the Existing Share Option Scheme consequent upon its termination and all outstanding options granted thereunder shall continue to be valid and exercisable in accordance with the terms of the Existing Share Option Scheme. Assuming that there is no change in the number of Shares in issue prior to the Extraordinary General Meeting, the total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme will be 318,243,400 Shares representing 10% of the issued share capital of the Company as at the Latest Practicable Date.

Unless the Directors otherwise determined, there is no general requirement of any minimum period for which an Option must be held or any performance targets which must be achieved before any Options granted under the New Share Option Scheme can be exercised. In addition, the Directors shall in its absolute discretion to determine the Subscription Price in respect of any particular Option on the basis set out in paragraph 4(e) of Appendix II to this circular. Participants will then be able to provide with an additional incentive by offering them an opportunity to obtain shareholding interest in the Company so as to reward them for their contributions to the Group.

The Directors consider that it is inappropriate to value the Options that can be granted pursuant the New Share Option Scheme as if they had been granted as at the Latest Practicable Date as various determinating factors for the calculation of such value cannot be reasonably fixed at this stage. It would not be meaningful and to certain extent would be misleading to the Shareholders if the value of the Options is calculated based on a set of speculated assumptions.

The adoption of the New Share Option Scheme will be subject to and conditional upon:

• (i) the approval by the Shareholders at the Extraordinary General Meeting for the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme; and

• (ii) the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in the Shares which may be allotted and issued upon the exercise of the Options to be granted under the New Share Option Scheme.

– 5 –

LETTER FROM THE CHAIRMAN

Application will be made to the Listing Committee of the Stock Exchange for approval of the listing of and permission to deal in the Shares to be issued pursuant to the exercise of any Options to be granted under the New Share Option Scheme. An announcement will be made on the outcome of the Extraordinary General Meeting regarding the adoption of the New Share Option Scheme on the next Business Day of such meeting pursuant to Rule 17.02(1)(a) of the Listing Rules.

None of the Directors are appointed as trustees of the New Share Option Scheme or have a direct or indirect interest in the trustees of the New Share Option Scheme.

EXTRAORDINARY GENERAL MEETING

Set out on pages 18 to 21 of this circular is a notice convening the Extraordinary General Meeting at which ordinary resolutions will be proposed to consider and, if thought fit, to approve the granting of Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate, the adoption of New Share Option Scheme and the termination of Existing Share Option Scheme.

A form of proxy for use at the Extraordinary General Meeting is enclosed. Whether or not you propose to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrars in Hong Kong, Abacus Share Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting should you so wish.

RECOMMENDATION

The Directors are of the opinion that the Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate, the adoption of New Share Option Scheme and the termination of Existing Share Option Scheme are in the best interests of the Company and recommend the Shareholders to vote in favour of the ordinary resolutions to be proposed at the Extraordinary General Meeting.

DOCUMENT FOR INSPECTION

Copy of the New Share Option Scheme will be available for inspection during normal business hours on any Business Day at the principal place of business of the Company in Hong Kong up to and including the date of Extraordinary General Meeting and will also be available for inspection at the Extraordinary General Meeting.

GENERAL

Your attention is drawn to the additional information as set out in the appendices to this circular.

Yours faithfully, Lo Lin Shing, Simon Chairman

– 6 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This explanatory statement contains the information required under Rule 10.06(1)(b) of the Listing Rules. Its purpose is to provide shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised of 3,182,434,000 Shares.

On the basis that no Share are issued prior to the Extraordinary General Meeting and subject to the passing of the relevant ordinary resolution approving the Repurchase Mandate, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 318,243,400 Shares.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interest of the Company and the Shareholders. Repurchases of Shares made under the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the Company’s net assets and/or its earnings per share and will only be made when the Directors consider that such repurchases will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association of the Company and the applicable laws of the Cayman Islands. The Companies Law of the Cayman Islands provides that the amount of capital repaid in connection with a share repurchase may only be paid out of the 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. The amount of premium payable on a repurchase over the par value of the Shares to be repurchased may only be paid out of the funds of the Company otherwise available for dividend or distribution or out of the share premium account of the Company. It is envisaged that the Company would derive the funds from such sources.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statement as at 31 December 2001) in the event that the Repurchase Mandate were to be 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.

– 7 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

4. SHARE PRICES

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

	Shares
	Highest	Lowest
	HK$	HK$
2001
April	0.230	0.180
May	0.243	0.180
June	0.191	0.148
July	0.160	0.102
August	0.135	0.115
September	0.118	0.050
October	0.103	0.053
November	0.144	0.090
December	0.157	0.133
2002
January	0.162	0.138
February	0.154	0.129
March	0.162	0.113

5. GENERAL

The Directors undertake to the Stock Exchange that they will exercise the powers of the Company to repurchase Shares in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increase, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a shareholder, or group of shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to Section 16(1) of the Securities (Disclosure of Interests) Ordinance, Golden Infinity Co., Ltd. beneficially owned 1,129,758,000 Shares, representing approximately 35.5% of the issued share capital of the Company. On the basis that no further Shares are issued or repurchased and in the event that the Repurchase Mandate is exercised in full, the shareholding of Golden Infinity Co., Ltd. will be increased to approximately 39.4% of the issued share capital of the Company. The Directors believe that such an increase may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. However, the Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in takeover obligations.

– 8 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

None of the Directors, to the best of their knowledge, having made all reasonable enquiries, nor any of their respective associates (as defined in the Listing Rules) has any present intention to sell any Shares to the Company or its subsidiaries if the Repurchase Mandate is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. SHARE PURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries purchased any of the Company’s Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

– 9 –

PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other material facts not contained herein the omission of which would make any statement contained in this circular misleading.

PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the New Share Option Scheme to be adopted at the Extraordinary General Meeting.

1. Purpose

The New Share Option Scheme will enable the Company to grant Options to the Participants (as hereinafter defined) as incentive or rewards for their contributions to the Group.

2. Eligibility

The Directors may, at their absolute discretion, invite any person belonging to any of the following classes of participants (“Participants”) to take up Options to subscribe for Shares, subject to such conditions as the Directors may think fit,

• (a) any Employee or proposed Employee who has signed the letter of offer;

• (b) any non-executive directors (including independent non-executive directors) of the Company, any of its Subsidiaries or any Invested Entity;

• (c) any supplier of goods or services to any member of the Group or any Invested Entity;

• (d) any customer of the Group or any Invested Entity;

• (e) any agent or consultant that provides research, development or other technological support to the Group or any Invested Entity; and

• (f) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity who has or will have contributions to the Group,

and, for the purposes of the New Share Option Scheme, Options may be granted to any company wholly owned by one or more persons belonging to any of the above classes of participants. For the avoidance of doubt, the grant of any options by the Company for the subscription of Shares or other securities of the Group to any person who fall within any of the above classes of participants shall not, by itself, unless the Directors otherwise determined, be construed as a grant of option under the New Share Option Scheme.

– 10 –

PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

3. Maximum Entitlement

• (a) The maximum aggregate number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other schemes must not exceed 30% of the Shares in issue from time to time (the “30% Limit”). No options may be granted under any schemes of the Company if this will result in the 30% Limit being exceeded.

• (b) The total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other schemes must not in aggregate exceed 10% of the Shares in issue as at the date of approval of the New Share Option Scheme (the “10% Limit”). Options lapsed in accordance with the terms of the New Share Option Scheme will not be counted for the purpose of calculating the 10% Limit.

• (c) Subject to paragraph (a) above, the Company may seek approval by the Shareholders in general meeting for “refreshing” the 10% Limit. However, the total number of Shares which may be issued upon exercise of all options to be granted under all of the schemes of the Company under the limit as “refreshed” must not exceed 10% of the Shares in issue as at the date of approval of the refreshing of the limit (the “Refreshed Limit”). Options previously granted under the schemes (including those outstanding, cancelled, lapsed in accordance with the New Share Option Scheme or exercised Options) will not be counted for the purpose of calculating the Refreshed Limit. The Company must send a circular to the Shareholders containing the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.

• (d) Subject to paragraph (a) above, the Company may seek separate approval by the Shareholders in general meeting for granting Options beyond the 10% Limit or the Refreshed Limit (as the case may be) provided the Options in excess of the 10% Limit or the Refreshed Limit are granted only to Participants specifically identified by the Company before such approval is sought. The Company must send a circular to the Shareholders containing a generic description of the specified Participants who may be granted such Options, the number and terms of the Options to be granted, the purpose of granting Options to the specified Participants with an explanation as to how the terms of the Options serve such purpose, the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.

– 11 –

PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

• (e) Unless approved by Shareholders in the manner set out in the Note to Rule 17.03(4) of the Listing Rules, the total number of Shares issued and to be issued upon exercise of the Options granted to each Participant (including both exercised and outstanding Options) in any 12-month period must not exceed 1% of the Shares in issue. Where any further grant of Options to a Participant would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such person (including exercised, cancelled and outstanding Options) in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the Shares in issue, such further grant must be separately approved by Shareholders in general meeting with such Participant and his associates abstaining from voting. The Company must send a circular to the Shareholders and the circular must disclose the identity of the Participant, the number and terms of the Options to be granted (and Options previously granted to such Participant), the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules. The number and terms (including the Subscription Price) of Options to be granted to such Participant must be fixed before Shareholders’ approval and the date of board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the Subscription Price under Note 1 to Rule 17.03(9) of the Listing Rules.

4. Grant of Options

• (a) Subject to the terms of the New Share Option Scheme, the Directors shall be entitled at any time within 10 years commencing on the date of adoption of the New Share Option Scheme to offer the grant of an Option to any Participants as the Directors may in its absolute discretion select.

• (b) An offer of grant of an Option shall remain open for acceptance by a Participant to whom the offer is made for a period of 21 days from the date upon which the offer is made. A nominal consideration of HK$1.00 is payable on acceptance of the grant of an Option.

• (c) Unless the Directors otherwise determined and stated in the offer of the grant of Options to a Grantee, a Grantee is not required to achieve, meet or exceed any performance targets before any Options granted under the New Share Option Scheme can be exercised.

• (d) There is no general requirement that an Option must be held for any minimum period before it can be exercised but the Directors may in its absolute discretion impose any such minimum period at the time of grant of any particular Option.

• (e) The Subscription Price in respect of any particular Option shall be such price as determined by the Directors in its absolute discretion but shall not be less than the highest of (i) the closing price of Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which must be a Business Day; (ii) the average closing price of Shares as stated in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding the date of grant; and (iii) the nominal value of a Share. Without prejudice to the generality of the foregoing, the Directors may grant Options in respect of which the Subscription Price is fixed at different prices for different periods during the Option Period.

– 12 –

PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

• (f) The Shares to be allotted and issued upon the exercise of an Option will be subject to all the provisions of the articles of association of the Company and will rank pari passu in all respects with the fully paid Shares in issue as from the day when the name of the particular Grantee is registered on the register of members of the Company and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the date when the name of the Grantee is registered on the register of members of the Company other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date when the name of the Grantee is registered on the register of members of the Company.

• (g) No offer for grant of Options shall be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been published in the newspapers. In particular, during the period commencing one month immediately preceding the earlier of (i) the date of the board of Directors meeting (as such date is first notified to the Stock Exchange in accordance with paragraph 12 of the Company’s listing agreement) for the approval of the Company’s interim or annual results, and (ii) the deadline for the Company to publish its interim or annual results announcement under its listing agreement and ending on the date of the results announcement, no Option may be granted.

• (h) Any grant of Options under the New Share Option Scheme to a Director, chief executive or Substantial Shareholder or any of their respective associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is a Grantee). Where any grant of Options to a Substantial Shareholder or an independent non-executive Director, or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant (a) representing in aggregate over 0.1% of the Shares in issue; and (b) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million, such further grant of Options must be approved by the Shareholders. The Company must send a circular to the Shareholders. All connected persons of the Company must abstain from voting at such general meeting, except that any connected person may vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular. Any vote taken at the meeting to approve the grant of such options must be taken on a poll. In addition, Shareholders’ approval shall be required for any change in the terms of Options granted to a Grantee who is a Substantial Shareholder or an independent non-executive Director or any of their respective associates. The requirements for granting Options to a Director or chief executive of the Company as set out in this paragraph do not apply where the Participant is only a proposed Director or chief executive of the Company.

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PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

5. Exercise of Options

• (a) An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option.

• (b) An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during the Option Period subject to the provisions for early termination thereof.

• (c) Subject as hereinafter provided, an Option may be exercised by the Grantee at any time during the Option Period provided that:

• (i) If the Grantee is an Employee at the time when the relevant Option shall have been granted, ceases to be an Employee for any reason other than his death or the termination of his employment on one or more of the grounds specified in paragraph (iii) below, the Grantee may exercise the Option up to his or her entitlement at the date of cessation (to the extent not already exercised) within the period of three months following the date of cessation, which date shall be the last actual working day with the Company or the relevant Subsidiary whether salary is paid in lieu or not;

• (ii) If the Grantee of an Option dies before exercising the Options in full and, in the case where the Grantee is an Employee, none of certain events which would be grounds for the termination of his or her employment as specified under paragraph (iii) below, the legal personal representative(s) of this Grantee shall be entitled within a period of 12 months from the date of death to exercise the Option up to the entitlement of the Grantee as at the date of death (to the extent not already exercised);

• (iii) If the Grantee is an Employee at the time when the relevant Option shall have been granted, ceases to be an Employee by reason of the termination of his employment on the grounds that he has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his debts or has become insolvent or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty, his Option will lapse automatically on the date of cessation to be an Employee;

• (iv) If a general offer by way of takeover is made to all Shareholders (or all Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Grantee (or his legal personal representatives) shall be entitled to exercise the Option in full (to the extent not already exercised) at any time within one month after the date on which the offer becomes or is declared unconditional;

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PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

• (v) In the event a notice is given by the Company to its Shareholders to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to all Grantees and thereupon, each Grantee (or his legal personal representatives) shall be entitled to exercise all or any of his Options at any time not later than 4 Business Days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, no later than the Business Day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the Grantee credited as fully paid;

• (vi) In the event of a compromise or arrangement between the Company and its Shareholders or creditors being proposed in connection with any scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees on the same day as it gives notice of the meeting to its Shareholders or creditors to consider such a scheme or arrangement and the Grantee (or his personal representatives) may by notice in writing to the Company accompanied by the remittance for the Subscription Price in respect of the relevant Option (such notice to be received by the Company not later than 2 Business Days prior to the proposed meeting) exercise the Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice, and the Company shall as soon as possible and in any event no later than the Business Day immediately prior to the date of the proposed meeting, allot and issue such number of Shares to the Grantee which falls to be issued on such exercise credited as fully paid and registered the Grantee as holder thereof; and

• (vii) If a general offer by way of scheme of arrangement is made to all Shareholders with such scheme having been approved by the necessary number of Shareholders at the requisite meetings, the Grantee (or his or her personal representatives) may thereafter (but before such time as shall be notified by the Company) by notice in writing to the Company exercise the Option (to the extent not already exercised) to its full extent specified in such notice.

6. Alterations of Capital Structure

In the event of any alteration in the capital structure including a capitalisation issue, rights issue, consolidation, sub-division, or reduction of the share capital of the Company, other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party, whilst any Option remains exercisable, such corresponding adjustment (if any) shall be made to:

• (a) the number or nominal amount of the Shares subject to the Option so far as unexercised; or

• (b) the Subscription Price,

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PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

or any combination thereof. In respect of any adjustments, other than a capitalisation issue, the Company’s independent financial adviser or auditors shall certify in writing to the Directors, either generally or as regard any particular Grantee, to have, in their opinion, satisfied the requirement that such adjustments give a Participant the same proportion of the equity capital as that to which that person was previously entitled, but that no such adjustments be made to the extent that a Share would be issued at less than its nominal value.

7. Cancellation of Options

Any cancellation of Options granted but not exercised must be approved by the Directors. Where the Company cancels Options to a particular Grantee and issues new Options to the same Grantee, the issue of such new Options may only be made under a scheme with available unissued Options (excluding the cancelled Options) within the limit approved by the Shareholders pursuant to Note 1 of Rule 17.03(3) of the Listing Rules.

8. Termination of the New Share Option Scheme

The Company by resolution in general meeting or the board of Directors may at any time terminate the operation of the New Share Option Scheme and in such event no further Option shall be offered but the provisions of the New Share Option Scheme shall remain in full force and effect in all other respects. Options (to the extent not already exercised) granted prior to the termination of the New Share Option Scheme shall continue to be valid and exercisable thereafter.

9. Lapse of Option

An Option shall lapse automatically (to the extent not already exercised) on the earliest of:

• (a) the expiry of the Option Period;

• (b) the expiry of any of the periods referred to in paragraph 5(c)(i) or 5(c)(ii);

• (c) subject to any court of competent jurisdiction not making an order prohibiting the offeror from acquiring the remaining Shares in the offer, the expiry of the period referred to in paragraph 5(c)(iv);

• (d) subject to the scheme of arrangement becoming effective, the expiry of the period referred to in paragraph 5(c)(vii);

• (e) the date on which the wind-up of the Company commences;

• (f) subject to paragraph 5(c)(vi), the date when the proposed compromise or arrangement becomes effective;

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PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

• (g) the date on which the Grantee ceases to be an Employee by reason of the termination of his employment on the grounds that he has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his debts or has become insolvent or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty;

• (h) the date on which the Grantee commits a breach of paragraph 5(a); or

• (i) the date on which the Grantee ceases to be an eligible Participant.

10. Alteration of the New Share Option Scheme

• (a) Subject to the Listing Rules and paragraphs (b) to (e) below, all provisions of the New Share Option Scheme may be altered in any respect by resolution of the Directors without the approval of the Shareholders in general meeting.

• (b) The provisions of the New Share Option Scheme relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of the Grantees without the prior approval of the Shareholders in general meeting.

• (c) Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.

• (d) Any change to the authority of the Directors or scheme administrators in relation to any alteration to the terms of the New Share Option Scheme must be approved by the Shareholders in general meeting.

• (e) The amended terms of the New Share Option Scheme or the Options to be granted thereunder must still comply with relevant requirements of Chapter 17 of the Listing Rules as amended from time to time.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Asia Logistics Technologies Limited 亞 洲 物 流 科 技 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Asia Logistic Technologies Limited (the “Company”) will be held at Chater Room II, Function Room Level, The Ritz-Carlton, Hong Kong, 3 Connaught Road Central, Hong Kong on Tuesday, 28 May 2002 at 3:45 p.m. (or so soon thereafter as the annual general meeting of the Company convened at the same place and date at 3:30 p.m. shall have concluded or adjourned) for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT:

2. (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.01 each in the issued share capital of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares of the Company may be listed and recognised by the Securities and Furtures Commission of Hong Kong and the Stock Exchange for this purpose (the “Recognised Stock Exchange”), subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other Recognised Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of the Shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the Shares in issue as at the date of the passing of this resolution, and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

* For identification only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) 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 expiration of the period within which the next annual general meeting of the Company is required by any applicable laws of the Cayman Islands or the Articles of Association of the Company to be held; or

  • (iii) the date upon which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

• “ THAT:

• (a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares of HK$0.01 each in the capital of the Company and to make or grant offers, agreements or options (including warrants, bonds and debentures convertible into Shares of the Company) which would or might require the exercise of such powers subject to and in accordance with all applicable laws, 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 or grant offers, agreements or options (including warrants, bonds and debentures convertible into Shares of the Company) which would or might require the exercise of such powers 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, and issued by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Right Issue (as hereinafter defined); (ii) any issue of Shares in the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers, employees of the Company and/or any of its subsidiaries or other eligible participants of Shares or rights to subscribe for Shares in the Company; (iii) any issue of Shares in the Company as scrip dividend or any similar arrangement providing for the allotment of Shares in the Company in lieu of the whole or part of a dividend pursuant to the Articles of Association of the Company from time to time; or (iv) any issue of Shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF EXTRAORDINARY 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 expiration of the period within which the next annual general meeting of the Company is required by any applicable laws of the Cayman Islands or the Articles of Association of the Company to be held; or

• (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and

“Right Issue” means an offer of Shares of the Company open for a period fixed by the directors of the Company to the holders of Shares of the Company whose names appear on the register of members of the Company on fixed record date in proportion to their then holdings of such Shares as at the date, 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, any territory applicable to the Company.”

1. “ THAT conditional upon the passing of Ordinary Resolutions numbered 1 and 2 set out in the notice convening this meeting (the “Notice”), the general mandate granted to the directors of the Company pursuant to Ordinary Resolution numbered 2 set out in the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution numbered 1 set out in the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing this resolution.”

2. “ THAT the existing share option scheme (the “Existing Share Option Scheme”) of the Company adopted pursuant to the resolution of the Company passed on 11 September 1998 be and is hereby terminated provided that any options granted under the Existing Share Option Scheme prior to the passing of these resolutions shall not, in any way, be affected or prejudiced and all such options shall continue to be valid and exercisable in accordance with the Existing Share Option Schemes.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the Shares which may be issued pursuant to the exercise of options to be granted under the new share option scheme (as defined below):

2. (a) the new share option scheme (the “New Share Option Scheme”) of the Company, a copy of which is produced to this meeting marked “A” and signed by the Chairman of this meeting for the purpose of identification, be and is hereby approved and adopted; and

3. (b) the directors of the Company be and are hereby authorised to:

   • (i) offer and grant options in accordance with the New Share Option Scheme and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued upon the exercise of any options granted under the New Share Option Scheme; and

   • (ii) administer the New Share Option Scheme in accordance with its terms and take all necessary actions incidental thereto as they deem fit.”

By Order of the Board Kuan Chi Yuen Company Secretary

Hong Kong, 29 April 2002

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. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting.

2. In order to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed, or notarially certified copy of such power or authority must be deposited at the branch share registrars of the Company in Hong Kong, Abacus Share Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof.

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