Walnut Capital Limited — Proxy Solicitation & Information Statement 2004

Apr 30, 2004

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 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 all your shares in HAYWOOD INVESTMENTS LIMITED , you should at once hand this circular and the accompanying proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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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HAYWOOD INVESTMENTS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 905)

RE-ELECTION OF DIRECTORS AT THE AGM

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES OF THE COMPANY

AND

AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

A notice convening an annual general meeting of Haywood Investments Limited (“the Company”) to be held at Pacific Room, Island Pacific Hotel, 152 Connaught Road West, Hong Kong on Tuesday, 1st June, 2004 at 10:00 a.m. is set out on pages 13 to 25 of this circular. Whether or not you propose to attend the annual general meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the principal place of business of the Company in Hong Kong at 11th Floor, Ying Kong Mansion, 2-6 Yee Wo Street, Causeway Bay, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting.

Hong Kong, 28th April, 2004

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2-3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3-6
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Details of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8-9
Appendix II – Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10-12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13-25

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DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at Pacific
	Room, Island Pacific Hotel, 152 Connaught Road West, Hong
	Kong on Tuesday, 1st June, 2004 at 10:00 a.m., notice of which is
	set out on pages 13 to 25 of this circular
“associate”	has the same meaning as defined in the Listing Rules
“Board/Directors”	directors of the Company
“Companies Law”	the Companies Law (2003 Revision) (Cap. 22) of the Cayman
	Islands
“Company”	Haywood Investments Limited, a company incorporated in the
	Cayman Islands with limited liability whose shares are listed on
	the Stock Exchange
“connected person”	has the same meaning as defined in the Listing Rules
“Hong Kong”	Hong Kong Special Administrative Region of People’s Republic
	of China
“Latest Practicable Date”	28th 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
“Share(s)”	share(s) of HK$0.01 each in the capital of the Company
“Shareholder(s)”	the holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FROM THE BOARD

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HAYWOOD INVESTMENTS LIMITED

(Incorporated in the Cayman Islands with limited liability)

Executive Directors: Mr. WONG Fong Kim (Chairman) Mr. TAI Ah Lam, Michael Mr. LOK Kung Yao, Perry

Non-executive Director: Mr. LAM Shu Chung Mr. Chang Hang Vai Independent Non-executive Directors: Dr. WONG Yun Kuen, Edward Mr. HSIEH Dominick Mr. CHANG Kin Man

Registered office: Ugland House P.O. Box 309 George Town Grand Cayman Cayman Islands

Principal place of business in Hong Kong: 11th Floor, Ying Kong Mansion, 2-6 Yee Wo Street, Causeway Bay, Hong Kong

Hong Kong, 28th April, 2004

To the shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS AT THE AGM

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES OF THE COMPANY

AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

INTRODUCTION

The Board wishes to seek the approval of the Shareholders at the AGM for (i) re-election of directors; (ii) granting of the general mandate to issue Shares (referred to in resolution no. 4 of the notice of the AGM accompanying this circular); (iii) granting of the general mandate to repurchase Shares (referred to in resolution no. 5 of the notice of AGM accompanying this circular); and (iv) amendments to the Articles of Association of the Company.

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LETTER FROM THE BOARD

The purpose of this circular is to (i) provide you details of the directors who are subject to reelection at the AGM; (ii) provide you with details of the general mandate to issue Shares; (iii) provide you with details of the general mandate to repurchase Shares; (iv) set out an explanatory statement regarding the general mandate to repurchase Shares as required under the Listing Rules; (v) provide you with details of the proposed amendments to the Articles of Association of the Company; and (vi) give you notice of the AGM.

RE-ELECTION OF DIRECTORS

In accordance with Article 157 of the Articles of Association, Dr Wong Yun Kuen, Edward and Mr Hsieh Dominick retiring by rotation at the AGM and being eligible, offer themselves for re-election.

Messrs Lam Shu Chung, Lok Kung Yao, Perry and Chang Kin Man who were appointed by the Directors after the 2003 annual general meeting of the Company will in accordance with Article 123 of the Articles of Association, retire by rotation at the AGM and being eligible, offer themselves for reelection at the AGM.

Details of the above named Directors who are subject to re-election in the AGM are set out in Appendix I of this circular in accordance with the relevant requirements of the Listing Rules.

GENERAL MANDATE TO ISSUE SHARES

It will be proposed at the AGM two ordinary resolutions respectively granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the resolution and adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase Shares up to 10% of the issued share capital of the Company as at the date of passing such resolution.

GENERAL MANDATE TO REPURCHASE SHARES

At the extraordinary general meeting of the Company held on 26th May, 2003, a general mandate was given by the Company to the Directors to exercise the powers of the Company to repurchase shares. Such mandate will be lapsed at the conclusion of the forthcoming AGM to be held on 1st June, 2004. The Directors propose to seek your approval of an ordinary resolution regarding general mandate to repurchase Shares to be proposed at the forthcoming AGM.

An explanatory statement as required under the Listing Rules concerning the general mandate to repurchase Shares is set out in the Appendix II to this circular.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

With the coming into effect of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) on 1st April, 2003, the Securities and Futures (Clearing House) Ordinance (Chapter 420 of the Laws of Hong Kong) (the “repealed Ordinance”) was repealed. As the Articles of Association have made references to the repealed Ordinance, the Directors propose to amend the Articles

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LETTER FROM THE BOARD

of Association so as to bring them in line with the changes brought upon by enactment of the Securities and Futures Ordinance.

On 30 January 2004, the Stock Exchange announced amendments to appendix 3 of the Listing Rules to require the articles of association or equivalent document of a listed issuer to conform with various provisions, inter alia, (i) a restriction on the voting power of a director on resolutions in relation to contracts or arrangements or proposals in which the director or his associate(s) has a material interest; (ii) a restriction on the voting power of a shareholder on resolutions which he/she is required to abstain from voting or restricted to voting only for or only against such resolutions under the Listing Rules; and (iii) a provision which states that the period for lodgment of notices for nomination of a director and notices of willingness to be elected from the proposed director will commence no earlier than the day after the despatch of the notice of the shareholders’ meeting appointed for the election of the director and end no later than seven days prior to the date of such meeting. All the aforesaid amendments to the Listing Rules have come into effect on 31 March 2004.

To bring the Articles of Association in line with the changes brought upon by the SFO and the Listing Rules, the Directors therefore propose to amend the Articles of Association.

(1) Amendment relating to Corporate Communications

The Stock Exchange has amended the Listing Rules which came into effect on 15 February 2002 with the aim of reducing the volume of printed documents generated by the listed issuers.

Prior to the amendment of the Listing Rules, the Company was required to send to each shareholder a copy of the annual report and accounts. In order to save the printing costs for the benefit of the shareholders, the Company wishes, to the extent permitted by the Articles of Association and the legal requirements of the Cayman Islands and with the Shareholders’ prior consent, to:

• (i) permit the Company to send or otherwise make available certain corporate communications to holders of securities using electronic means only with their prior approval;

• (ii) permit the Company to distribute summary financial reports (the “Summary Financial Report”) (as defined in the Listing Rules) in place of a full annual report and accounts (the “Full Report”); and

• (iii) allow the Company to offer its shareholders the opportunity to choose not to receive printed copy of any documents to be issued by the listed issuers for information or action by its shareholders (including the Full Report, the Summary Financial Report, interim report, notice and circular) (the “Corporate Communication”) and rely on versions of such documents to be published on the website of the listed issuers, provided that the Company has ascertained the wishes of Shareholders beforehand.

The current Articles of Association of the Company do not allow the Company to send Corporate Communication to the shareholders using electronic means nor otherwise make available its corporate communication by publishing them on the Company’s computer network, nor also distribute the Summary Financial Report to Shareholders who prefer to receive that document in place of the Full Report.

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LETTER FROM THE BOARD

As such, the relevant provisions of the existing Articles of Association will be proposed to be amended to facilitate the implementation of the above items (i) to (iii). If the relevant amendment to the Articles of Association is effected, the Company will, in circumstances it deems appropriate and in compliance with all Articles of Association and regulations and its own constitutional documents, be able to offer holders of securities the chance to receive Corporate Communication by electronic means and Summary Financial Report in place of Full Report.

(2) Amendments relating to the changes to the repealed Ordinance

Definition of “recognised clearing house” in the interpretation section

Under the existing definition of “recognised clearing house”, it is defined using the meaning ascribed thereto in section 2 of replaced Ordinance. The repealed Ordinance was however repealed with the coming into effect of the SFO. Accordingly, the amendments proposed in respect thereof are to reflect such changes.

(3) Amendments relating to the changes to the Listing Rules

• (i) Definition of “Associate” in the Interpretation, Articles 139, 142 and 149(a)

Under the new Listing Rules, the definition of “Associate” has been extended. The Board proposes to delete definition of “Associates” in Article 142 and substitute it with a new definition of “Associates” in the Interpretation.

If the definition of “Associates” in Article 142 be deleted, the Board considers that the words “(as defined in Article 142 above)” in Article 149(a) should be deleted.

Under the new definition of “Associates”, voting of directors at directors meeting counts the interest of the directors’ associate. The Board considers it necessary to amend Article 139 to reflect this.

(ii) Definition of “subsidiary and holding company” in the Interpretation

The Board considers that the definition of “subsidiary and holding company” should take into account the interpretation under the Listing Rules. The Board therefore proposes to amend the definition to reflect this.

• (iii) Articles 100 to 105 inclusive

The Board considers that voting of members at general meeting should follow the requirements under the Listing Rules. The Board therefore proposes to amend the existing Articles 100 to 105 inclusive to follow such requirements.

(iv) Article 107(b)

Under the Listing Rules, if any member is required to abstain from voting, any votes shall not be counted. The Board therefore proposes to insert a new Article 107(b) and rename the existing Article 107 as Article 107(a).

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LETTER FROM THE BOARD

(v) Article 161

Under the amendments to the Listing Rules, the minimum length of the period during which notice of intention to propose a person for election as Director shall be at least 7 days shall commence no earlier than the day after the despatch of the notice of the meeting and end no later than 7 days prior to the date of such general meeting. Therefore the Board proposes to amend the existing Article 161 to reflect this.

(4) Other amendments

Amendments to Articles 64 and 80 have been made for consistency with usage of defined terms.

AGM

On pages 13 to 25 of this circular, you will find a notice convening the AGM at which the following business and resolutions will be proposed:

• as ordinary business to re-elect Directors;

• an ordinary resolution to grant to the Directors a general mandate to authorise the Directors to issue, allot and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing such resolution;

• an ordinary resolution to grant to the Directors a general mandate to exercise all powers of the Company to repurchase on the Stock Exchange Shares representing up to 10% of the issued share capital of the Company as at the date of passing the resolution to approve the general mandate on repurchase shares;

• an ordinary resolution to extend the general mandate which will be granted to the Directors to issue, allot and deal with additional Shares by adding to it the number of Shares repurchased pursuant to the general mandate on repurchase Shares after the granting of such general mandate; and

• a special resolution to approve the proposed amendments to the Articles of Association of the Company.

You will find enclosed a proxy form for use at the AGM. Whether or not you are able to attend the AGM, you are required to complete the proxy form and return it to the principal place of business of the Company in Hong Kong at 11th Floor, Ying Kong Mansion, 2-6 Yee Wo Street, Causeway Bay, Hong Kong not less than 48 hours before the time appointed for holding the AGM. Completion and return of the proxy form will not prevent you from attending and voting at the AGM if you so wish.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the re-election of Directors, the granting of the general mandates to Directors to issue Shares and repurchase Shares as well as the amendments to the Articles of Association of the Company are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions set out in the notice of AGM.

By Order of the Board Wong Fong Kim Chairman

Hong Kong, 28 April 2004

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DETAILS OF DIRECTORS

APPENDIX I

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the AGM to be held on 1st June, 2004:

Dr Wong Yun Kuen, Edward (黃潤權 ), aged 46, is the independent non-executive director of the Company. He joined the Company in June 1998. Mr Wong held no directorships nor major positions in other listed companies in the last three years. Dr Wong received a Ph.D Degree from Havard University and was a “Distinguished Visiting Scholas” at the Wharton School of the University of Pennsylvania and a consultant at AIG Financial Products Corporation of the United States. There is no service contract between the Company and Dr Wong and his term of service as director of the Company will be subject to the relevant provisions in the Articles of Association of the Company. His emoluments comprise a directors’ fee of HK$7,500 per month. Dr Wong has neither interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance nor any relationships with any directors, senior management or substantial or controlling shareholders of the Company other than acting as an independent non-executive director of the Company.

Mr Hsieh Dominick (謝天驕), aged 34, is the independent non-executive director of the Company and has joined the Company since December 2001. Mr Hsieh held no directorships nor major positions in other listed companies in the last three years. He has over 9 years experience in securities trading, investment and advisory business. There is no service contract between the Company and Mr Hsieh and his term of service as director of the Company will be subject to the relevant provisions in the Articles of Association of the Company. Mr Hsieh has not received any emoluments for his services to the Company. Mr Hsieh has neither interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance nor any relationships with any directors, senior management or substantial or controlling shareholders of the Company other than as an independent non-executive director of the Company.

Mr Lam Shu Chung (林樹松 ), aged 48, is the non-executive director of the Company and has joined the Company since March 2004. Mr Lam has worked for a number of international financial institutions in Hong Kong. He has over 10 years experience in the business of dealing in foreign exchange and corporate banking. Mr Lam held no directorships nor major positions in other listed companies in the last three years. There is no service contract between the Company and Mr Lam and his term of service as director of the Company will be subject to the relevant provisions in the Articles of Association of the Company. Mr Lam has not received any emoluments for his services to the Company. Mr Lam has neither interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance nor any relationships with any directors, senior management or substantial or controlling shareholders of the Company other than acting as an non-executive director of the Company.

Mr Lok Kung Yao, Perry (陸恭耀 ), aged 36, is the executive director of the Company since January 2004. Mr Lok has a Bachelor of Arts Degree in Economics from University of Michigan, a Master Degree in Business Administration and a Master Degree in Finance from University of Hong Kong. Since 1991, Mr Lok has worked for various financial institutions in Canada and Hong Kong. Between 1995 and 1997, Mr Lok was an officer of the Traded Options Division of The Stock Exchange of Hong Kong Limited. Mr Lok held no directorships nor major positions in other listed companies in the last three years. There is no service contract between the Company and Mr Lok and his term of service as director of the Company will be subject to the relevant provisions in the Articles of Association of the Company. Mr Lok has not received any emoluments for his services to the Company. Mr Lok has neither

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DETAILS OF DIRECTORS

APPENDIX I

interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance nor any relationships with any directors, senior management or substantial or controlling shareholders of the Company other than acting as an executive director of the Company.

Mr Chang Kin Man (鄭健民 ), aged 40, is the independent non-executive of the Company and has joined the Company in April 2004. Mr Chang is a certified public accountant in Hong Kong and a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Society of Accountants. Mr Chang holds a Bachelor of Science Degree in Economics and a Master Degree in Applied Finance. Before joining the Company, Mr Chang worked for an international audit firm and publicly listed companies for more than 10 years. Mr Chang is currently a director of Hon Po Group (Lobster King) Limited (stock code 228) and he was also the previous director of CIL Holdings Limited (stock code 479) and New Century Group Hong Kong Limited (stock code 234) in the last three years. There is no service contract between the Company and Mr Chang and his term of service as director of the Company will be subject to the relevant provisions in the Articles of Association of the Company. Mr Chang has not received any emoluments for services to the Company. Mr Chang has neither interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance nor any relationships with any directors, senior management or substantial or controlling shareholders of the Company other than acting as an independent non-executive director of the Company.

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EXPLANATORY STATEMENT

APPENDIX II

This section includes an explanatory statement required by the Stock Exchange to be presented to the Shareholders concerning the general mandate to repurchase Shares proposed to be granted to the Directors at the AGM.

1. STOCK EXCHANGE RULES FOR REPURCHASE OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase 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. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 172,800,000 Shares.

Subject to the passing of relevant resolution to approve the general mandate to repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the AGM, the Company would be allowed under the said general mandate to repurchase a maximum of 17,280,000 Shares.

3. REASONS FOR REPURCHASE

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

4. 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 and the Companies Law. The Companies Law provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Companies Law. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company’s Shares are repurchased in the manner provided for in the Companies Law.

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EXPLANATORY STATEMENT

APPENDIX II

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31st December, 2003) in the event that the power to repurchase Shares was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the power to repurchase Shares if such general mandate will be granted to them 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.

5. SHARE PRICES

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

	Highest	Lowest
	HK$	HK$
April 2003	0.072	0.065
May 2003	0.085	0.060
June 2003	0.079	0.035
July 2003	0.089	0.074
August 2003	0.081	0.065
September 2003	0.093	0.057
October 2003	0.100	0.074
November 2003	0.104	0.067
December 2003	0.101	0.090
January 2004	0.112	0.095
February 2004	0.108	0.050
March 2004	0.155	0.092

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company or its subsidiaries under the general mandate to repurchase Shares if such is approved by the Shareholders of the Company.

No other connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the general mandate to repurchase Shares is approved by the Shareholders of the Company.

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EXPLANATORY STATEMENT

APPENDIX II

7. EFFECT OF THE TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the general mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, 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 Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the register maintained by the Company pursuant to Section 336 of the Securities and Future Ordinance shows the following Shareholders having interests in Shares of 5% or more of the issued Shares:

		Percentage of
Name	No. of Shares	issued capital
Lee Wing On, Samuel	40,988,000	23.72%
Mega Wealth Investment Ltd.	15,000,000	8.68%

The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the general mandate. The Company have no present intention to repurchase Shares to such extent as to result in the amount of Shares held by the public being reduced to less than 25%.

8. SHARES REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

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HAYWOOD INVESTMENTS LIMITED

(Incorporated in the Cayman Islands with limited liability)

NOTICE IS HEREBY GIVEN that an annual general meeting of the Company will be held at Pacific Room, Island Pacific Hotel, 152 Connaught Road West, Hong Kong on Tuesday, 1st June, 2004 at 10:00 a.m. for the following purposes:

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

2. To re-elect retiring directors and to fix the remuneration of directors.

3. To re-appoint auditors and to authorise the directors to fix their remuneration.

As special business, to consider and, if thought fit, pass the following resolutions, which will be proposed with or without amendments, as ordinary resolutions and special resolution of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) below, 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 and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

4. (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) above, otherwise than (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time; or (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for grant or issue of shares or rights to acquire shares of the

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NOTICE OF ANNUAL GENERAL MEETING

Company; shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution,

“Relevant Period” means the period from the passing of this Resolution until whichever is the 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 law or the articles of association of the Company to be held; or

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

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to the holders of shares of the Company on the register on fixed record date in proportion to their then holdings of such shares as at that 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 outside Hong Kong applicable to the Company).”

5. “ THAT :

• (a) subject to paragraph (b) below, 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 capital of the Company 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 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 or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company which the Directors of the Company is authorised to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution; and the said approval shall be limited accordingly; and

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• (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 law or the articles of association of the Company to be held; or

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

• “ THAT subject to the passing of Resolutions No. 4 and No. 5 set out in the notice convening the meeting, the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares pursuant to Resolution No. 4 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 5 set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the said Resolution.”

SPECIAL RESOLUTION

1. “ THAT the Articles of Association of the Company be amended as follows:

2. (1) By deleting the definition of “Associates” in Article 142 and replacing it with “(Intentionally Deleted)”. Then substituting thereof the following new definition of Associate in Article 2 of the Articles of Association:

“Associate” shall mean, in relation to any Director:

• (i) his spouse and any of his or his spouse’s children or stepchildren, natural or adopted, under the age of 18 (“family interests”);

• (ii) the trustees, acting in their capacity as such trustees, of any trust of which he or any of his family interests is a beneficiary or, in the case of a discretionary trust, is (to his knowledge) a discretionary object and any company (“trusteecontrolled company”) in the equity capital of which the trustees, acting in their capacity as such trustees, are directly or indirectly interested so as to exercise or control the exercise of 30 per cent. (or such other amount as may from time to time be specified in the HK Code on Takeovers and Mergers as being the level for triggering a mandatory general offer) or more of the voting power at

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general meetings, or to control the composition of a majority of the Board and any other company which is its subsidiary (together, the “trustee interests”);

• (iii) a holding company of a trustee-controlled company or subsidiary of any such holding company;

• (iv) any company in the equity capital of which he, his family interests, any of the trustees referred to in (ii) above, acting in their capacity as such trustees, and/ or any trustee interests taken together are directly or indirectly interested (other than through their respective interests in the capital of the Company) so as to exercise or control the exercise of 30 per cent. (or such other amount as may from time to time be specified in the HK Code on Takeovers and Mergers as being the level for triggering a mandatory general offer) or more of the voting power at general meetings, or to control the composition of a majority of the Board and any other company which is its subsidiary or holding company or a fellow subsidiary of any such holding company; and

• (v) any other persons who would be deemed as an “Associate” of the Director under the Listing Rules.

• (2) By inserting the following new definitions in Article 2 of the Articles of Association:

“the Company’s Website” shall mean the website of the Company, the address or domain name of which has been notified to members;

“electronic” shall have the meaning given to it in the Electronic Transactions Law 2000 of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

“Electronic Signature” means an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

• (3) By deleting the definition “published in the newspapers” as set out in Article 2 of the Articles of Association and replacing it with the following:

“published in the newspapers” means published as a paid advertisement in English in at least one English language newspaper and in Chinese in at least one Chinese language newspaper, being in each case a newspaper published daily and circulating generally in Hong Kong in accordance with the Listing Rules.

• (4) By deleting the definition “recognised clearing house” as set out in Article 2 of the Articles of Association and replacing it with the following:

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“recognised clearing house” shall have the meaning ascribed thereto in Part I of Schedule 1 of the Securities and Futures Ordinance of Hong Kong and any amendments thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

• (5) By deleting the definition “subsidiary and holding company” as set out in Article 2 of the Articles of Association and replacing it with the following:

“subsidiary” and “holding company” shall have the meanings attributed to such terms in the Companies Ordinance, but interpreting the term “subsidiary” in accordance with the definition of “subsidiary” under rule 1.01 of the Listing Rules;

• (6) By deleting the definition “writing/printing” as set out in Article 2 of the Articles of Association and replacing it with the following:

“writing” or “printing” shall include writing, printing, lithograph, photograph, typewriting and every other mode of representing words or figures in a legible and non transitory form and, only where used in connection with a notice served by the Company on members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference;

• (7) By deleting the words “they deem” and replacing them with “it deems” in Article 17.

• (8) By deleting Article 23 and replacing it with the following:

• “23. The register may, on 14 days’ notice being given by advertisement published in the newspapers, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided, be closed at such times and for such periods as the Board may from time to time determine, either generally or in respect of any class of shares, provided that the register shall not be closed for more than 30 days in any year (or such longer period as the members may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year). The Company shall, on demand, furnish any person seeking to inspect the register or part thereof which is closed by virtue of this Article with a certificate under the hand of the Secretary stating the period for which, and by whose authority, it is closed.”

• (9) By deleting Article 38 and replacing it with the following:

• “38. In addition to the giving of notice in accordance with Article 36, notice of the person appointed to receive payment of every call and of the times and places appointed for payment may be given to the members affected by notice published in the newspapers or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided.”

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• (10) By deleting Article 47 and replacing it with the following:

• “47. Transfer of shares may be effected by an instrument of transfer in the usual common form or in such other form as the Board may approve, which is consistent with the standard form of transfer as prescribed by the Exchange and approved by the Board. All instruments of transfer must be left at the registered office of the Company or at such other place as the Board may appoint and all such instruments of transfer shall be retained by the Company.”

• (11) By deleting Article 49(f) and replacing it with the following:

• “49(f). a fee for registration of such maximum amount as the Exchange may from time to time determine to be payable (or such lesser sum as the Board may from time to time require) is paid to the Company in respect thereof.”

• (12) By deleting the word “an” before the words “competent court” and replacing it with “any” in Article 51.

• (13) By deleting the word “further” before the word “charge” in the third line of Article 52.

• (14) By deleting Article 53 and replacing it with the following:

• “53. The registration of transfers may, on 14 days’ notice being given by advertisement published in the newspapers, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided, be suspended and the register closed at such times for such periods as the Board may from time to time determine, provided always that such registration shall not be suspended or the register closed for more than 30 days in any year (or such longer period as the members may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year).”

• (15) By deleting the words “of the Company” as they appear in the first line of Article 64.

• (16) By adding the word “the” before the word “Law” in Article 80.

• (17) By deleting the word “exclusive” and replacing with the word “inclusive” as it appears in the fourth line of Article 90.

• (18) By deleting Articles 96 and 97 and replacing them with the following:

• “96. For all purposes the quorum for a general meeting shall be two members present in person or by proxy (or in the case of a corporation, by its duly authorised representative) provided always that if the Company has only one member of record the quorum shall be that one member present in person or by proxy. No business (except the appointment of a Chairman) shall be transacted

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at any general meeting unless the requisite quorum shall be present at the commencement of the business.

1. If within 15 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved, but in any other case it shall stand adjourned to such other day (not being less than seven nor more than twenty-eight days thereafter) and at such time and place as shall be decided by the Chairman, and if at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the member or members present in person or by proxy (or in the case of a corporation, by its duly authorised representative) shall be a quorum and may transact the business for which the meeting was called.”

2. (19) By deleting Articles 100 to 105 inclusive and replacing them with the following:

3. “100 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is required under the Listing Rules or (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 meeting; or

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

   • (c) any member or members present in person or by proxy (or in the case of a corporation, by its duly authorised representative) and representing in the aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or

   • (d) any member or members present in person or by proxy (or in the case of a corporation, by its duly authorised representative) and holding shares conferring a right to attend and vote at the meeting 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.

4. Unless a poll is so required or demanded and, in the latter case, the demand is not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried unanimously or by a particular majority, or lost, and an entry to that effect in the Company’s book containing the minutes of proceedings of meetings of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

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1. If a poll is required or demanded as aforesaid, it shall (subject as provided in Article 104) be taken in such manner (including the use of ballot or voting papers or tickets) and at the meeting or at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was required or demanded as the Chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting at which the poll was demanded or the taking of the poll, whichever is earlier.

2. The requirement or demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than that upon which a poll has been demanded.

3. Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment shall be taken at the meeting and without adjournment.

4. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is required or demanded, shall be entitled to a second or casting vote.”

5. (20) By re-numbering Article 107 as Article 107(a) and adding the following as the new Article 107(b) immediately after Article 107(a):

6. “107(b). Where any member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting for or against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.”

7. (21) By deleting the last sentence of Article 120 and replacing it with the following:

8. “120. A person so authorised pursuant to this provision shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee) which he represents as that recognised clearing house (or its nominee) could exercise if such person were an individual member of the Company holding the number and class of shares specified in such authorisation, including the right to vote individually on a show of hands, notwithstanding any contrary provision contained in these Articles.”

9. (22) By deleting Article 129 and replacing it with the following:

10. “129. A Director need not hold any qualification shares. No Director shall be required to vacate office or retire or be ineligible for reelection or reappointment as a Director and no person shall be ineligible for appointment as a Director by reason only of his having attained any particular age.”

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• (23) By deleting Article 139 and replacing it with the following:

• “139. A Director shall not be entitled to vote on (nor shall be counted in the quorum in relation to) any resolution of the Board in respect of any contract or arrangement or any other proposal whatsoever in which he or any of his Associates has any material interest, and if he shall do so his vote shall not be counted (nor is he to be counted in the quorum for the resolution), but this prohibition shall not apply to any of the following matters, namely:

  • (a) the giving of any security or indemnity either:

    • (i) to the Director or his Associates in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or

    • (ii) 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 Associates has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security; or

• (b) any proposal 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 Associates is/are or is/are to be interested as a participant in the underwriting or sub underwriting of the offer; or

• (c) any proposal concerning any other company in which the Director or his Associates is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director is beneficially interested in the shares of that company, provided that, the Director and any of his Associates are not in aggregate beneficially interested in five per cent or more of the issued shares of any class 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

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

  • (i) the adoption, modification or operation of any employees’ share scheme or any share incentive scheme or share option scheme under which the Director or his Associates may benefit; and

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  - (ii) the adoption, modification or operation of a pension or provident 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, as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

• (e) any contract or arrangement in which the Director or his Associates is/are is 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.”

• (24) By deleting the words “of the Company” after the words “the other Directors” in the second line of Article 145.

• (25) By deleting the words “(as defined in Article 142 above)” in Article 149(a).

• (26) By deleting Article 161 and replacing it with the following:

• “161. No person other than a retiring Director shall, unless recommended by the Board, be eligible for election to the office of Director at any general meeting unless, during the period commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than seven days prior to the date of such meeting, there has been given to the Secretary notice in writing by a member of the Company (not being 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 notice in writing signed by the person to be proposed of his willingness to be elected.”

• (27) By deleting Article 170 and replacing it with the following:

• “170. The Board may delegate any of its powers to committees consisting of such member or members of the Board (including alternate Directors in the absence of their appointers) as the Board thinks fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.”

• (28) By deleting the word “any” after the word “and” in Article 173(b).

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• (29) By deleting Article 214(d) and replacing it with the following:

• “214(d). upon expiry of the 12 year period, the Company has caused an advertisement to be published in the newspapers, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided, giving notice of its intention to sell such shares, and a period of three months has elapsed since such advertisement and the Exchange has been notified of such intention.”

• (30) By adding the following paragraph at the end of Article 217:

“Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of any documents referred to in this Article or 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 apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document might be relevant to a claim.”

• (31) By deleting Article 223, renumbering it as Article 223(a) and adding a new Article 223(a) as follows:

• “223(a). Copies of those documents to be laid before the members of the Company at an annual general meeting shall not less than 21 days before the date of the meeting be sent in the manner in which notices may be served by the Company as provided herein to every member of the Company and every holder of debentures of the Company, provided that the Company shall not be required to send printed copies of those documents to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

• (32) By adding a new Article 223(b) as follows:

• 223(b). To the extent permitted by and subject to due compliance with these Articles, the Law and all applicable rules and regulations, including, without limitation, the rules of the Exchange, and to obtaining all necessary consents, if any required thereunder, the requirements of Article 223(a) shall be deemed satisfied in relation to any member or any holder of debentures of the Company by sending to such person instead of such copies, not less than 21 days before the date of the annual general meeting, in any manner not prohibited by these Articles and the Law, a summary financial statement derived from the Company’s annual accounts, together with the Directors’ report and the Auditor’s report on such accounts, which shall be in the form and containing the information required by these Articles, the Law and all applicable laws and regulations, provided that any person who is otherwise entitled to the annual accounts of the Company, together with the Director’s

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report and the Auditor’s 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 the summary financial statement, a complete printed copy of the Company’s annual accounts, together with the Director’s report and the Auditor’s report thereon.”

• (33) By deleting Article 227 and replacing it with the following:

• “227. Except as otherwise provided in these Articles, any notice or document may be served by the Company and any notices may be served by the Board on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his registered address as appearing in the register or, to the extent permitted by the Listing Rules and all applicable laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the member to the Company or by placing it on the Company’s Website provided that the Company has obtained the member’s prior express positive confirmation in writing to receive or otherwise have made available to him notices and documents to be given or issued to him by the Company by such electronic means, or (in the case of notice) by advertisement published in the newspapers. In the case of joint holders of a share, all notices shall be given to that holder for the time being whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders.”

(34) By deleting Article 230 and replacing it with the following:

• “230. A member shall be entitled to have notice served on him at any address within Hong Kong. Any member who has not given an express positive confirmation in writing to the Company to receive or otherwise have made available to him notices and documents to be given or issued to him by the Company by electronic means and whose registered address is outside Hong Kong may notify the Company in writing of an address in Hong Kong which for the purpose of service of notice shall be deemed to be his registered address. A member who has no registered address in Hong Kong shall be deemed to have received any notice which shall have been displayed at the transfer office and shall have remained there for a period of 24 hours and such notice shall be deemed to have been received by such member on the day following that on which it shall have been first so displayed, provided that, without prejudice to the other provisions of these Articles, nothing in this Article 230 shall be construed as prohibiting the Company from sending, or entitling the Company not to send, notices or other documents of the Company to any member whose registered address is outside Hong Kong.”

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• (35) By inserting the following sentence at the end of Article 231:

“Any notice given by electronic means as provided herein shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws of regulations.”

• (36) By deleting the words “by post or left at the registered office of” as they appear in the first line of Article 234 and replacing them with “to”.

• (37) By deleting Article 235 and replacing it with the following:

• “235. The signature to any notice to be given by the Company may be written or printed by means of facsimile or, where relevant, by Electronic Signature.”

By Order of the Board Chu Kin Wang, Peleus Company Secretary

Hong Kong, 28th April, 2004

Notes:

1. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member. In addition, a proxy or proxies representing either a Member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

2. 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.

3. 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 shall be delivered to the Company’s principal place of business at 11th Floor, Ying Kong Mansion, 2-6 Yee Wo Steet, Causeway Bay, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.

4. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within 12 months from such date.

5. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. Where there are joint holders of any Shares, any one of such joint holder may vote either in person or by proxy in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding.

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