Vongroup Limited — Proxy Solicitation & Information Statement 2003

Feb 20, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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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KAMBOAT GROUP COMPANY LIMITED 金龍船集團有限公司

(incorporated in the Cayman Islands with limited liability)

PROPOSED CONSOLIDATION OF SHARES

Resolutions will be proposed at an extraordinary general meeting of the Company to be held at Kamboat Chinese Cuisine Shop 243, 2nd Floor, The Westwood, 8 Belcher’s Street, Hong Kong on Tuesday, 11th March, 2003 at 3:30 p.m. to approve the matters referred to in this circular. The notice convening the extraordinary general meeting is set out on pages 9 to 10 of this circular. Whether or not you are able to attend the extraordinary general meeting in person, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as possible and in any event, not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting should you so wish.

18th February, 2003

CONTENTS

	Page
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Reasons for the Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Trading board lot and arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Conditions of the Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Application for listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Consequential adjustments to the outstanding share options granted . . . . . . . . . . . . . . . . . . .	5
Trading arrangement for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Free exchange of share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Arrangement on odd lots trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Listing and dealings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

– i –

EXPECTED TIMETABLE

2003

Latest time for returning the proxy form for the EGM . . . . . . . . . . . . . . . . . 3:30 p.m., Sunday, 9th March

EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:30 p.m., Tuesday, 11th March Existing counter for trading in Existing Shares in the form of existing share certificates (in light purple colour) in board lots of 5,000 shares temporarily closes . . . . . . . . . 9:30 a.m., Wednesday, 12th March

Temporary counter for trading in New Shares in board lots of 1,000 New Shares in the form of existing share certificate (in light purple colour) opens . . . . . . . . . . . . . . . . . 9:30 a.m., Wednesday, 12th March Free exchange of existing share certificates (in light purple colour) for new share certificates (in light blue colour) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 12th March Matching service for the sale and purchase of odd lots of New Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 12th March Existing counter for trading in New Shares in board lots of 5,000 New Shares in the form of new share certificates (in light blue colour) re-opens . . . . . . . . . . . . . 9:30 a.m., Wednesday, 26th March Parallel trading in New Shares in the form of existing share certificates (in light purple colour) and new share certificates (in light blue colour) commences . . . . . . 9:30 a.m., Wednesday, 26th March Parallel trading in New Shares in the form of existing share certificates and new share certificates ends . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Wednesday, 16th April Temporary counter for trading in New Shares in board lots of 1,000 New Shares in the form of existing share certificates (in light purple colour) closes . . . . . . . . . . 4:00 p.m., Wednesday, 16th April Matching service for the sale and purchase of odd lots of New Shares ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 16th April Free exchange of existing share certificates for new share certificates ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 23rd April

– ii –

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

• “Agent”

Winlink Securities Co. Ltd., independent of and not connected with any of the Directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined in the Listing Rules)

• “Business Day”

• a day (other than Saturday) on which banks in Hong Kong are generally open for business

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Company”

Kamboat Group Company Limited, an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange

• “Consolidation”

• the proposed consolidation of every five issued and unissued Existing Shares into one New Share

• “Directors”

the directors of the Company

• “EGM”

• the extraordinary general meeting of the Company to be held at Kamboat Chinese Cuisine Shop 243, 2nd Floor, The Westwood, 8 Belcher’s Street, Hong Kong on Tuesday, 11th March, 2003 at 3:30 p.m., or any adjournment thereof

• “Existing Shares”

• existing shares before Consolidation of HK$0.05 each in the share capital of the Company

• “HKSCC”

Hong Kong Securities Clearing Company Limited

• “Hong Kong”

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

• “Latest Practicable Date”

• 13th February, 2003, being the latest date prior to the printing of this circular for ascertaining certain information herein

• “Listing Rules”

• The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “New Shares”

• new shares of HK$0.25 each in the share capital of the Company after completion of the Consolidation

• “Share Option Scheme”

the share option scheme adopted and approved by the Company on 15th September, 2001

– 1 –

DEFINITIONS

“Shareholders” holders of the shares in the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” and “cents” Hong Kong dollars and cents respectively

All times and dates referred to in this circular are Hong Kong times and dates.

– 2 –

LETTER FROM THE BOARD

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KAMBOAT GROUP COMPANY LIMITED 金龍船集團有限公司

(incorporated in the Cayman Islands with limited liability)

Executive Directors: Mr. Wong Chi Man (Chairman and Managing Director) Mr. Wong See Sum, J.P. (Vice-chairman) Ms. Wong Lan Fun, Roberta Mr. Wong Chi Wing, Tenny Ms. Ng Suk Bing, Mclanly Mr. Chang Kai Mo

Non-executive Director:

Registered office: P.O. Box 2681 GT Century Yard Cricket Square Hutchins Drive George Town Grand Cayman Cayman Islands British West Indies

Mr. Tam Fook Yee

Independent non-executive Directors: Mr. Lee Man Youn, Montareal Mr. Chan Kam Fai, Robert

Head office and principal place of business in Hong Kong: Unit G, 2nd Floor, Phase 2 Yip Fat Factory Building 75 Hoi Yuen Road Kwun Tong, Kowloon Hong Kong

18th February, 2003

To the Shareholders and, for information only, the holders of share options granted under the Share Option Scheme

Dear Madam/Sir,

PROPOSED CONSOLIDATION OF SHARES

INTRODUCTION

It was announced on 27th January, 2003 in conjunction with the announcement of the Group’s interim results for the six months ended 31st October, 2002 that the Consolidation would be proposed to the Shareholders. The purpose of this circular is to provide the Shareholders with further information on the Consolidation.

– 3 –

LETTER FROM THE BOARD

THE CONSOLIDATION

Subject to the conditions as set out below, every five issued and unissued Existing Shares will be consolidated into one New Share. Under the Consolidation, every five issued Existing Shares registered in the name of each Shareholder on the register of members of the Company on the opening of business on the date the Consolidation becomes effective will constitute one New Share. Any fraction of the New Shares that arise from the Consolidation will be aggregated and sold for the benefit of the Company. The New Shares will rank pari passu in all respects with each other.

As at the Latest Practicable Date, the authorised share capital of the Company is HK$200,000,000 divided into 4,000,000,000 Existing Shares, of which 455,565,000 Existing Shares have been issued and are fully paid or credited as fully paid. Pursuant to the Consolidation, the total number of issued shares in the capital of the Company will be reduced to 91,113,000 New Shares, but the authorised share capital of the Company will remain unchanged, being HK$200,000,000 divided into 800,000,000 New Shares.

REASONS FOR THE CONSOLIDATION

The Directors believe that the Consolidation will increase the nominal value of the Shares and the trading prices of the Shares on the Stock Exchange, and should attract more international institutional investors, thereby extending the shareholders base. As such, it is in the interests of the Company and the Shareholders as a whole.

TRADING BOARD LOT AND ARRANGEMENT

The Existing Shares are presently traded in board lots of 5,000 Existing Shares, and following the Consolidation, the board lots of trading of the New Shares will remain unchanged.

CONDITIONS OF THE CONSOLIDATION

The Consolidation is conditional upon:

• (i) the passing at the EGM an ordinary resolution approving the Consolidation; and

• (ii) the Listing Committee of the Stock Exchange granting a listing of, and permission to deal in, the New Shares.

The Consolidation will become effective immediately after the fulfilment of the above conditions and trading of the New Shares will commence on the trading day immediately after the above conditions are fulfilled.

APPLICATION FOR LISTING

Application will be made to the Listing Committee of the Stock Exchange for listing of, and permission to deal in, the New Shares and any New Shares which may fall to be issued upon exercise of the rights attaching to the share options granted by the Company under the Share Option Scheme.

– 4 –

LETTER FROM THE BOARD

CONSEQUENTIAL ADJUSTMENTS TO THE OUTSTANDING SHARE OPTIONS GRANTED

At the Latest Practicable Date, options in respect of 31,300,000 Existing Shares have been granted pursuant to the Share Option Scheme and remained outstanding.

The exercise price and/or the number and/or the nominal amount of shares comprised in each of the 31,300,000 options granted by the Company pursuant to the Share Option Scheme may have to be adjusted in accordance with the rules of the Share Option Scheme as a result of the Consolidation. The Company will request its auditors to provide a certificate as to the adjustment (if any) required to be made in accordance with the rules of the Share Option Scheme.

TRADING ARRANGEMENT FOR THE NEW SHARES

Upon the Consolidation becoming unconditional, the dealing arrangements in the New Shares are expected to be as follows:

• (i) from 9:30 a.m. on Wednesday, 12th March, 2003, the existing counter for trading in the Existing Shares in board lots of 5,000 Existing Shares will be temporarily closed;

• (ii) from 9:30 a.m. on Wednesday, 12th March, 2003, a temporary counter for trading in the New Shares in board lots of 1,000 New Shares (in the form of existing share certificates in light purple colour) will be set up. Only existing light purple share certificates can be traded at this counter and such light purple share certificates will be valid for settlement and delivery for trading transacted at this counter on the basis of every five Existing Shares for one New Share for the period up to and including 4:00 p.m. on Wednesday, 16th April, 2003;

• (iii) with effect from 9:30 a.m. on Wednesday, 26th March, 2003, the existing counter for trading in New Shares in board lots of 5,000 New Shares in the form of new share certificates in light blue colour will be reopened. Only the light blue share certificates for the New Shares can be traded in this counter;

• (iv) during the period from 9:30 a.m. on Wednesday, 26th March, 2003 to 4:00 p.m. on Wednesday, 16th April, 2003 (both days inclusive), there will be parallel trading at the above two counters set out in paragraphs (ii) and (iii); and

• (v) after 4:00 p.m. on Wednesday, 16th April, 2003, the temporary counter for trading in New Shares (in the form of existing light purple share certificates) will be closed.

– 5 –

LETTER FROM THE BOARD

FREE EXCHANGE OF SHARE CERTIFICATES

Subject to the fulfilment of the conditions set out in the paragraph headed “Conditions of the Consolidation” above and the Consolidation taking effect, it is expected that as from Wednesday, 12th March, 2003, new share certificates in light blue colour will be issued in board lots of 5,000 New Shares. Existing share certificates in light purple colour can be submitted to the Company’s branch registrar in Hong Kong, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong for exchange for new share certificates for the New Shares, free of charge, between 9:00 a.m. to 4:00 p.m. from Wednesday, 12th March, 2003 to Wednesday, 23rd April, 2003 (both days inclusive). Thereafter, existing share certificates will be accepted for exchange only on payment of a fee of HK$2.50 for each new share certificate to be issued or each old share certificate submitted (or such higher amount as may from time to time be allowed by the Stock Exchange), whichever is the higher.

It is expected that new share certificates will be available for collection on or after the 10th Business Day from the date of submission of the existing share certificates to the Company’s branch registrar in Hong Kong for exchange. All certificates for the Existing Shares will be effective as documents of title for the New Shares and valid for trading, settlement and registration purpose, but after 16th April, 2003, the existing light purple share sectificates will cease to be marketable and will not be acceptable for delivery and settlement purpose but will remain as documents of title.

The new share certificates for the New Shares will be in light blue colour in order to distinguish them from the existing share certificates which are light purple in colour.

ARRANGEMENT ON ODD LOTS TRADING

In order to facilitate the trading of odd lots of New Shares as a result of the Consolidation, the Company has appointed the Agent to provide “matching service” to those Shareholders who wish to topup or sell their holdings of odd lots of New Shares.

The Agent will provide the service to match the sale and purchase of odd lots of New Shares during the period from 12th March, 2003 to 16th April, 2003, both days inclusive. Holders of New Shares in odd lots who wish to take advantage of this facility either to dispose of or top up their odd lots to a board lot of 5,000 New Shares may directly contact Ms. Winnie Ng of the Agent on telephone number 2971 0613 at 20/F, Winway Building, 50 Wellington Street, Central, Hong Kong. Shareholders should note that the matching service is on a “best effort” basis only and successful matching of the sale and purchase of odd lots of New Shares is not guaranteed and will depend on there being adequate amounts of odd lots of New Shares available for such matching.

Shareholders are recommended to consult their stockbrokers, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser if they are in any doubt about the matching facility described above.

– 6 –

LETTER FROM THE BOARD

LISTING AND DEALINGS

An application will be made to the Listing Committee of the Stock Exchange for the listings of, and permission to deal in, the New Shares, and the New Shares which may fall to be issued upon exercise of the options granted under the Share Option Scheme.

The New Shares will not be listed or dealt in on any other stock exchange outside Hong Kong. No part of these securities is listed or dealt in nor is any listing of or permission to deal in securities of the Company being or proposed to be sought on any other stock exchange.

Subject to the granting of listing of, and permission to deal in the New Shares, on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

All necessary arrangements will be made to enable the above securities of the Company to be admitted into CCASS.

Dealings in the New Shares will be subject to Hong Kong stamp duty.

EGM

The notice of the EGM is set out on pages 9 to 10 of this circular. At the EGM, resolutions will be proposed to approve, inter alia, the Consolidation.

A form of proxy for use at the EGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch registrar in Hong Kong, Tengis Limited at G/F, 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 EGM. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish.

TAXATION

Shareholders are recommended to consult their professional advisers if they are in any doubt as to the taxation implications of holding or dealing the New Shares. It is emphasised that none of the Company, its Directors or any other parties involved in the Consolidation accepts responsibility for any tax effects or liabilities of holders of the New Shares resulting from the purchase, holding, disposal or exercise of New Shares.

– 7 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider that the Consolidation is in the interests of the Company and the Shareholders. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

Yours faithfully, For and on behalf of the Board

Wong Chi Man Chairman and Managing Director

– 8 –

NOTICE OF EGM

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KAMBOAT GROUP COMPANY LIMITED 金龍船集團有限公司

(incorporated in the Cayman Islands with limited liability)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“Meeting”) of Kamboat Group Company Limited (the “Company”) will be held at Kamboat Chinese Cuisine Shop 243, 2nd Floor, The Westwood, 8 Belcher’s Street, Hong Kong on Tuesday, 11th March at 3:30 p.m. for the purposes of considering and, if thought fit, passing (with or without modifications) the following ordinary resolution:

“ THAT

• (a) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the shares of the Company in their consolidated form, every five issued and unissued shares of HK$0.05 each in the capital of the Company as at the date on which this resolution is passed be and is hereby consolidated into one share of HK$0.25 in the capital of the Company with effect from 9:00 a.m. (Hong Kong time) on the business day following the date on which this resolution is passed;

• (b) the directors of the Company be and are hereby authorised to do all acts and things and execute all documents in connection with or incidental to the consolidation referred to in this resolution.”

By order of the Board Elsie Wong Company Secretary

Hong Kong, 18th February, 2003

– 9 –

NOTICE OF EGM

Head office and principal place of business in Hong Kong: Unit G, 2nd Floor, Phase 2 Yip Fat Factory Building 75 Hoi Yuen Road Kwun Tong Kowloon Hong Kong

Registered office: P.O. Box 2681 GT Century Yard Cricket Square Hutchins Drive George Town Grand Cayman Cayman Islands British West Indies

Notes:

• (a) A shareholder of the Company, who is the holder of two or more shares, entitled to attend and vote at the Meeting may appoint more than one proxy to represent him and vote on his behalf. A proxy needs not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (b) To be valid, the proxy form together with the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be lodged with the Company’s branch share registrar in Hong Kong, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting (or any adjournment thereof).

• (c) Completion and delivery of the proxy form will not preclude members of the Company from attending and voting at the Meeting.

– 10 –