YNBY International Limited — Proxy Solicitation & Information Statement 2002

Mar 4, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular, 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 ABC Communications (Holdings) Limited (the “Company”), you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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ABC COMMUNICATIONS (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability)

PROPOSED REDUCTION OF SHARE PREMIUM ACCOUNT AND PROPOSED NEW SHARE OPTION SCHEME OF THE COMPANY AND PROPOSED SHARE OPTION SCHEME FOR SUBSIDIARIES

DISCLOSEABLE TRANSACTION DISPOSAL OF SHARES IN FAR EASTONE TELECOMMUNICATIONS CO., LTD.

A notice convening a special general meeting of the Company for the purpose of considering the Capital Reduction (the “ Capital Reduction SGM ”) and a notice reconvening the special general meeting of the Company adjourned on 4th September 2001 for the purposes of considering the Share Option Schemes (the “ Share Option Scheme SGM ”) are set out on pages 32 to 33, and pages 34 to 35, respectively, of this circular. The Capital Reduction SGM will be held at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong on 27th March 2002 at 9:45a.m., and the Share Option Scheme SGM will follow immediately after the conclusion or any adjournment of the Capital Reduction SGM. Whether you are able to attend or not, please complete and return the forms of proxy accompanying this circular to the principal office of the Company in Hong Kong at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong as soon as possible and, in any event, not later than 48 hours before the time of the Capital Reduction SGM or the Share Option Scheme SGM, as the case may be. Completion and return of the relevant form of proxy will not preclude you from attending and voting in person at the special general meeting to which that form of proxy relates, if you wish.

4th March 2002

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Reduction of Share Premium Account . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Share Option Schemes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Details of Special General Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix I – Summary of the Main Terms of the New Company
Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix II – Summary of the Main Terms of the Subsidiary
Share Option Schemes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Appendix III – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
Notice of Capital Reduction Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . .	32
Notice of Share Option Scheme Special General Meeting. . . . . . . . . . . . . . . . . . . . . . .	34

– i –

DEFINITIONS

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

• “Associates”

shall have the meaning set out in, and be interpreted in accordance with, the Listing Rules;

• “Board” the board of Directors;

• “Bye-Laws”

the bye-laws of the Company;

• “Capital Reduction”

• the proposed reduction of share premium account of the Company described in the section headed “Proposed reduction of share premium account” in this circular;

• “Capital Reduction SGM”

• the special general meeting of the Company to be held at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong on 27th March 2002 at 9:45a.m., notice of which is set out on pages 32 and 33 of this circular, to consider and, if thought fit, to approve the resolution relating to the Capital Reduction;

• “Companies Act”

the Companies Act 1981 of Bermuda;

• “Company”

• ABC Communications (Holdings) Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the Stock Exchange;

• “Directors”

• directors of the Company;

• “Disposal of Shares”

• the disposal of the 3,867,000 shares in FET by the Group through on-market transactions conducted on the Taiwan Stock Exchange during the period from 9th January 2002 to 19th February 2002 for an aggregate consideration of approximately HK$39,034,284;

• “FET”

• Far EasTone Telecommunications Co., Ltd, a company organised pursuant to the laws of Taiwan, whose shares are listed on the Taiwan Stock Exchange;

• “Group”

the Company and its subsidiaries from time to time;

• “HK$” and “cents”

Hong Kong dollars and cents respectively;

– 1 –

DEFINITIONS

• “Invested Entity”

• “Latest Practicable Date”

• “Listing Rules”

• “New Company Share Option Scheme”

• “Old Company Share Option Scheme”

• “Original SGM”

• “Participant(s)”

• “Previous Circular”

• “Share(s)”

• “Share Option Scheme SGM”

• means in the case of the New Company Share Option Scheme, any entity in which the Company or any subsidiary of the Company holds any equity interest, and in the case of a Subsidiary Share Option Scheme, any entity in which the Subsidiary or any subsidiary of the Subsidiary holds an equity interest;

• 28th February 2002, being the latest practicable date prior to the printing of this circular;

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

• the employee share option scheme of the Company as referred to under the heading “Share Option Schemes” in the Letter from the Board and Appendix I to this circular;

• the employee share option scheme as adopted by the Company on 12th September 1991, which expired on 11th September 2001;

• the special general meeting of the Company convened for 4th September 2001, notice of which was set out in the Previous Circular;

• in relation to any Share Option Scheme, (a) person(s) eligible to be granted share options under that Share Option Scheme;

• means the Circular despatched by the Company to Shareholders dated 24th July 2001 regarding the Share Option Schemes;

• share(s) of HK$0.10 each in the share capital of the Company;

• the special general meeting of the Company to be held at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong on 27th March 2002 at 10:00a.m., notice of which is set out on pages 34 and 35 of this circular, to consider and, if thought fit, to approve the resolutions relating to the adoption of the Share Option Schemes;

– 2 –

DEFINITIONS

• “Share Option Schemes”

• the New Company Share Option Scheme and the Subsidiary Share Option Schemes;

• “Share Premium Determination Date”

• the date immediately prior to the Capital Reduction SGM;

• “Shareholder(s)”

• (a) holder(s) of Shares;

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited;

• “Subsidiary or Subsidiaries”

• each of the following subsidiaries of the Company: (i) ABC QuickSilver Limited; (ii) QuotePower International Limited; (iii) Lexos Limited; and (iv) ABC Communications Limited;

• “Subsidiary Share(s)”

• in relation to a Subsidiary, (a) share(s) in the ordinary share capital of that Subsidiary;

• “Subsidiary Share Option Schemes”

• in relation to each of the Subsidiaries, the employee share option scheme for that Subsidiary, the principal terms of which are summarised in Appendix II to this circular; and

• “Taiwan Stock Exchange” Taiwan Stock Exchange Corporation.

– 3 –

LETTER FROM THE BOARD

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ABC COMMUNICATIONS (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability)

Board of Directors: Chairman: Michael Tse Chi Hung

Registered Office:

Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

Executive Directors: Patricia Yeung Shuk Kwan George Joseph Ho

Non-Executive Directors:

Principal Office: 2nd Floor, Jade Mansion, 40 Waterloo Road Yaumatei, Kowloon Hong Kong

George Ho, OBE, JP David Miao Leung Kwok Kit

Independent non-executive Directors

Fu Yum Chiu Adrian Fu Hau Chak

4th March 2002

• To the Shareholders and, for information only,

• the holders of share options

granted under the Company’s employee share option scheme adopted on 12th September 1991

Dear Sir or Madam,

INTRODUCTION

It was announced on 20th February 2002 that the Group carried out the Disposal of Shares during the period from 9th January 2002 to 19th February 2002 and the Board intended to put forward proposal to Shareholders to partially reduce the share premium account of the Company. The Board also proposes to seek approval of the Shareholders for the adoption of the Share Option Schemes. The purpose of this circular is to provide you with further information in relation to the Disposal of Shares and the above proposals and to convene the Capital Reduction SGM and the Share Option Scheme SGM to be held on 27th March 2002 to consider and, if thought fit, approve the Capital Reduction and the adoption of the Share Option Schemes.

– 4 –

LETTER FROM THE BOARD

PROPOSED REDUCTION OF SHARE PREMIUM ACCOUNT

The amount standing to the credit of the Company’s share premium account as at 30 September 2001 was approximately HK$241.2 million. It is proposed that, subject to the conditions set out below, the share premium account of the Company as at the Share Premium Determination Date be partially reduced by the sum of HK$164.7 million pursuant to Sections 40 and 46 of the Companies Act and bye-law 54(D) of the Bye-Laws and that such amount be credited and applied as follows:–

• (a) as to HK$97.3 million, being an amount equal to the unaudited accumulated losses of the Company as at 30 September 2001, to the accumulated losses account of the Company; and

• (b) as to HK$67.4 million, to the contributed surplus account of the Company.

The audited accounts of the Group for the year ended 31st March 2001 shows accumulated retained profits of the Company and the Group of approximately HK$154.7 million and HK$153.3 million respectively. These figures were restated retrospectively in the unaudited accounts in the Company’s interim report for the six month period ended 30th September 2001.

Based on unaudited accounts of the Company as at 30 September 2001, the accumulated losses of the Company are approximately HK$97.3 million. This decrease in retained profits was principally attributable to a provision for diminution in value of the Company’s subsidiaries since 31st March 2001. As disclosed in the Group’s interim report for the six month period ended 30th September 2001, the Group has, in accordance with Statement of Standard Accounting Practice (“SSAP”) 31, retrospectively restated its previously reported loss attributable to shareholders for the six month period ended 30th September 2000 and for the year ended 31st March 2001 by approximately HK$167.6 million and HK$168 million respectively in respect of the impairment of goodwill arising from the acquisition of certain subsidiaries previously eliminated against reserves.

– 5 –

LETTER FROM THE BOARD

Effect of the Capital Reduction on Shareholder Funds

The effect of the Capital Reduction on the components of the shareholders’ funds of the Company is set out below:

Unaudited balance before	Unaudited balance upon
Capital Reduction as at	Capital Reduction
30 September 2001	becoming effective
(HK$ million)	(HK$ million)

Shareholders’ funds

Issued share capital	46.7	46.7
Share premium account	241.2	76.5
Contributed surplus	73.3	140.7
Accumulated losses	97.3	–

Reasons for Capital Reduction

The Capital Reduction will eliminate all the accumulated losses of the Company as at 30th September 2001 and the amount credited to the contributed surplus account will be available for payment of dividends.

Effects of Capital Reduction

Implementation of the Capital Reduction will not, in itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interest of the Shareholders, other than related expenses incurred which are immaterial. The Directors consider that the Capital Reduction will not have a material adverse effect on the financial position of the Group.

Conditions of the Capital Reduction

The Capital Reduction is conditional upon :

• (a) the passing of a special resolution to approve the Capital Reduction at the Capital Reduction SGM;

• (b) the publication of a notice of reduction of share premium in an appointed newspaper in Bermuda; and

• (c) a certificate being signed by a Director confirming that on the date the Capital Reduction is to have effect, there is no reasonable ground for believing that the Company is, or after the Capital Reduction, would be, unable to pay its liabilities as they may become due.

– 6 –

LETTER FROM THE BOARD

Assuming the above conditions are fulfilled, it is expected that the Capital Reduction will become effective on the date of passing the relevant resolution to approve the Capital Reduction.

DISPOSAL OF THE SHARES OF FET

In addition, the Group has disposed of 3,867,000 shares in FET (comprising approximately 0.2% of the issued share capital of FET as at 20th February 2002) to, in so far as the Group is aware, independent third parties who are unrelated to any director, chief executive or substantial shareholder of the Company or any of its subsidiaries, or to any of their respective Associates, through on-market transactions conducted on the Taiwan Stock Exchange during the period from 9th January 2002 to 19th February 2002 for an aggregate consideration of approximately HK$39,034,284. The average closing price of FET shares from 9th January 2002 to 19 February 2002, and from 19th February 2002 to the Latest Practicable Date, is approximately HK$9.94 per share, and HK$9.36 per share, respectively. The average price at which the Group disposed of its shares in FET is HK$10.09 per share, representing approximately a 1.5% and 7.8% premium to the average closing prices of FET shares in respect of the periods referred to above, respectively. After the Disposal of Shares, the Group’s shareholding in FET has been reduced to 26,013,967 shares, representing approximately 1.38% of the issued share capital of FET as at 20th February 2002.

FET is a leading provider of digital mobile communications services in Taiwan, whose shares are listed on Taiwan Stock Exchange. It presently operates a mobile phone network in Taiwan which serves a customer base close to 4 million subscribers.

The audited net profits before and after taxation and extraordinary items for FET in respect of the immediately preceding two financial years are as follows:

	Before Tax and	After Tax and
Year ending	Extraordinary Items	Extraordinary Items
31 December 1999	US$63,353,000	US$51,716,000
	approximately	approximately
	HK$494,153,400	HK$403,384,800
31 December 2000	US$118,579,000	US$122,118,000
	approximately	approximately
	HK$924,916,200	HK$952,520,400

The audited net asset value of FET for the financial year ending 31 December 2000 is US$774.61 million (approximately HK$6,042 million).

– 7 –

LETTER FROM THE BOARD

Reasons for Disposal of Shares

The Disposal of shares resulted in a profit of approximately HK$10 million and the Board of Directors are of the view that the sales proceeds will improve the cashflow position of the Group. The proceeds arising from the Disposal of Shares will be used by the Group as working capital. At present, the Group has made no decision as to whether it will further dispose of shares in FET.

The Disposal of Shares constitutes a discloseable transaction for the Company under the Listing Rules.

ADJUSTMENTS TO SHARE OPTION SCHEME

No adjustment would be necessary to the exercise price of options granted but not yet exercised under the Old Company Share Option Scheme as a result of the adoption of the New Company Share Option Scheme.

Details of options granted under the Old Company Share Option are shown below:

	Outstanding		Exercise
Name of Director	Options	Date of Grant	Price	Exercise Period
Patricia Yeung Shuk	1,000,000	23rd February 2000	$1.41	23rd March 2000 to
Kwan				22nd February 2010
	1,000,000	23rd February 2000	$1.41	23rd February 2001 to
				22nd February 2010
George Joseph Ho	250,000	23rd February 2000	$1.41	23rd March 2000 to
				22nd February 2010
	250,000	23rd February 2000	$1.41	23rd February 2001 to
				22nd February 2010

SHARE OPTION SCHEMES

Reasons for adjournment of Original SGM

The Company despatched a circular to shareholders on 24th July 2001 for the purpose of convening a special general meeting of the Company to be held on 4th September 2001 to seek Shareholders’ approval:

• (a) to replace the Old Company Share Option Scheme with the proposed New Company Share Option Scheme; and

– 8 –

LETTER FROM THE BOARD

• (b) for the proposed Subsidiary Share Option Schemes to be adopted by each of the following subsidiaries of the Company: ABC Communications Limited is a wholly owned subsidiary of the Company, and ABC QuickSilver Limited, QuotePower International Limited and Lexos Limited, which are owned directly or indirectly by the Company as to 80 per cent., 96.66 per cent. and 66.67 per cent. respectively by the Company.

On 26th August 2001, before the date on which the Original SGM was to be held, but after the Previous Circular had been despatched by the Company, the Stock Exchange announced changes to the Listing Rules as a result of which changes were required to be made to the New Company Share Option Scheme and the Subsidiary Share Option Schemes. As a result, the Original SGM was adjourned to permit the Company to make the necessary changes to the Share Option Schemes. The Board now seeks your approval of the Share Option Schemes.

The Old Company Share Option Scheme

The Old Share Option Scheme adopted by the Company on 12th September 1991 expired on 11th September 2001. The total issued share capital of the Company as at the Latest Practicable Date is 466,886,000. Under the Old Share Option Scheme, a total number of 2,900,000 options have been granted, which represents approximately 0.62% of the Company’s total issued share capital as at the Latest Practicable Date. Of these, 400,000 options have been cancelled. The remaining 2,500,000 options have been granted but remain unexercised and such options represent approximately 0.54% of the Company’s total issued share capital as at the Latest Practicable Date. The 2,500,000 outstanding options granted under the Old Share Option Scheme will remain valid and expire on 22nd February 2010.

The Share Option Schemes

The rules of the Share Option Schemes comply with the revised provisions of Chapter 17 of the Listing Rules. Summaries of the terms of the New Company Share Option Scheme and the Subsidiary Share Option Schemes are set out in Appendices I and II respectively to this circular. Copies of the rules of the Share Option Schemes are available for inspection at the principal place of business of the Company at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong during normal business hours, from the date hereof up to and including the date of the Share Option Scheme SGM.

New Company Share Option Scheme limits

Under the New Company Share Option Scheme, the total number of Shares in respect of which Share Options may be granted shall not (together will all other schemes) exceed 10 per cent. of the total issued capital of the Company as at the date of approval of the New Company Share Option Scheme unless the Company obtains a fresh approval from Shareholders to renew the 10 per cent. limit and on the basis that the maximum number of Shares in respect

– 9 –

LETTER FROM THE BOARD

of which options may be granted under the New Company Share Option Scheme together with any options outstanding and yet to be exercised under the New Company Share Option Scheme and any other schemes shall not exceed 30 per cent. of the issued share capital of the Company from time to time.

Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date to the date of the adoption of New Company Share Option Scheme, the number of Shares issuable pursuant to the New Company Share Option Scheme on the date of its adoption will be 46,688,600 Shares.

There are similar limitations under each of the Subsidiary Share Option Schemes.

Valuation of Share Options

The Directors consider that it is not appropriate to state the value of all options that can be granted pursuant to the Share Option Schemes as if they had been granted on the Latest Practicable Date as a number of variables which are crucial for the calculation of the option value have not been determined. Such variables include the exercise price, exercise period, any lock up period, any performance targets set and other relevant variables. The Directors believe that any calculation of the value of the options as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

Reasons for adopting the Share Option Schemes

The purpose of the Share Option Schemes is to provide incentives or rewards to Participants thereunder for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group and any entity in which the Group holds any equity interest. The Share Option Schemes permit the Company and the Subsidiaries to grant options to a wider category of persons than full time employees of the Company and Subsidiaries.

The rules of the Share Option Schemes provide that the Board and the directors of the Subsidiaries are empowered with the authority to determine the terms and conditions of any option based in each case on relevant factors as they consider appropriate. The Board believes that the authority given to them and the directors of the Subsidiaries under the Share Option Schemes to specify any minimum holding period and/or performance targets as conditions in any option granted and the requirement for a minimum subscription price as well as the selection criteria prescribed by the rules of the Share Option Schemes will serve to protect the value of the Company and the Subsidiaries as well as to achieve the purpose of the Share Option Schemes.

– 10 –

LETTER FROM THE BOARD

Conditions

The New Company Share Option Scheme is conditional upon :

• (i) the passing of the ordinary resolution at the Share Option Scheme SGM approving the adoption of the New Company Share Option Scheme; and

• (ii) the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in any new Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the options that may be granted under the New Company Share Option Scheme.

Application will be made to the Listing Committee of the Stock Exchange in respect of the approvals above.

The Subsidiary Share Option Schemes are conditional upon the passing of the ordinary resolution at the Share Option Scheme SGM approving the adoption of the Subsidiary Share Option Schemes. An announcement will be made on the outcome of the Share Option Scheme SGM for the adoption of the New Company Share Option Scheme and the Subsidiary Share Option Schemes on the business day following the Share Option Scheme SGM.

DETAILS OF SPECIAL GENERAL MEETINGS

Capital Reduction SGM

Notice of the Capital Reduction SGM is set out on pages 32 and 33 of this circular and a proxy form for use at the Capital Reduction SGM is enclosed for your attention. If you are not able to attend the Capital Reduction SGM, you are requested to complete and return the form of proxy to the principal office of the Company in Hong Kong at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong as soon as possible and, in any event not later than 48 hours before the time of the Capital Reduction SGM

Share Option Scheme SGM

Notice of the Share Option Scheme SGM is set out on pages 34 and 35 of this circular and a proxy form for use at the Share Option Scheme SGM is enclosed for your attention. If you are not able to attend the Share Option Scheme SGM, you are requested to complete and return the form of proxy to the principal office of the Company in Hong Kong at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong as soon as possible and, in any event, not later than 48 hours before the time of the Share Option Scheme SGM.

– 11 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the Capital Reduction, the adoption of the New Company Share Option Scheme and the approval of the adoption of the Subsidiary Share Option Schemes are in the best interests of the Group and the shareholders of the Company as a whole. Accordingly, the Directors recommend the Company’s shareholders to vote in favour of the special resolution to be proposed at the Capital Reduction SGM and the ordinary resolutions to be proposed at the Share Option Scheme SGM.

GENERAL INFORMATION

The principal activity of the Company is investment holding. The activities of its principal subsidiaries are the provision of financial information technology, Internet services and wireless applications.

Your attention is drawn to the additional information set out in the Appendix III to this circular set out on pages 28 to 31.

Yours faithfully For and on behalf of the Board

Michael Tse Chi Hung Chairman

– 12 –

SUMMARY OF THE MAIN TERMS OF THE NEW COMPANY SHARE OPTION SCHEME

APPENDIX I

NEW SHARE OPTION SCHEME OF ABC COMMUNICATIONS (HOLDINGS) LIMITED

The following is a summary of the principal terms of the New Company Share Option Scheme:–

1. Purpose of the New Company Share Option Scheme

The purpose of the Scheme is to provide incentives or rewards to Participants thereunder for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group and any invested entity.

2. Who may join

The Directors may, at their discretion, invite any Participant including any executive director, non-executive director or employee (whether full time or part time), shareholder, supplier, customer, consultant, adviser, other service provider or any joint venture partner, business or strategic alliance partner, in each case, of the Company, any subsidiary of the Company or any Invested Entity, to take up options to subscribe for Shares in the Company.

3. Maximum number of shares

(a) 30% Limit

The limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Company Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time (the “Scheme Limit”).

(b) 10% Limit

In addition to the Scheme Limit, and subject to the following, the total number of shares which may be issued upon exercise of all options granted under the New Company Share Option Scheme and any other share option scheme of the Company must not in aggregate exceed 10% of the Shares in issue as at the date of approval of the Scheme (excluding any options which have lapsed) (the “Scheme Mandate Limit”).

The Company may, from time to time, renew the Scheme Mandate Limit by obtaining the approval of its shareholders in general meeting. Once renewed, the total number of securities which may be issued upon exercise of all options to

– 13 –

SUMMARY OF THE MAIN TERMS OF THE NEW COMPANY SHARE OPTION SCHEME

APPENDIX I

be granted under the New Company Share Option Scheme and all other share option schemes of the Company under the limit, as renewed, must not exceed 10% of the Shares in issue as at the date of approval of the renewed limit. Options previously granted under the New Company Share Option Scheme and/or any other share option scheme, including without limitation any options which are outstanding, cancelled, lapsed or exercised, will not be counted for the purpose of calculating the renewed 10% limit.

The Company may seek separate approval by its shareholders in general meeting for granting options beyond the renewed Scheme Mandate Limit provided the options in excess of such limit are granted only to Participants specifically identified. A circular 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 and other information required under the Listing Rules must be sent to the shareholders of the Company.

4. Maximum Entitlement of Each Participant

Unless approved by shareholders of the Company, the total number of securities 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 relevant class of securities in issue, such further grant must be separately approved by shareholders of the Company in general meeting with such Participant and his associates abstaining from voting.

5. No Prescribed Performance Targets

The Directors may or may not set performance targets that must be achieved before the options can be exercised, but no such performance targets are presently prescribed under the New Company Share Option Scheme.

6. Price of Shares

The exercise price must be at least the higher of: (a) the nominal value of a Share at the date of grant; (b) the closing price of a Share as stated in the daily quotations sheet of the Stock Exchange on the date of grant, which must be a business day and (c) the average closing price of a Share as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of grant.

– 14 –

SUMMARY OF THE MAIN TERMS OF THE NEW COMPANY SHARE OPTION SCHEME

APPENDIX I

7. Amount payable upon acceptance of the option

Acceptance of an offer of the grant of an option shall be by the delivery to and receipt by the Company at its registered office of the form of acceptance sent to the Participant duly completed and signed by the Participant together with a remittance of HK$10, by way of consideration for the grant thereof, in an envelope marked for the attention of the secretary of the Company.

8. Period of the New Company Share Option Scheme

The New Company Share Option Scheme shall commence on the date it becomes conditional and shall continue in force until the tenth anniversary of such date.

9. Rights are personal to the option holder

An option shall be personal to the option holder and shall not be assignable and no option holder shall in any way sell, transfer, change, mortgage, encumber or create any interest in favour of any third party over in relation to any option.

10. Time of Exercise of Option

An option shall be exercisable at such time(s) or during such period(s) and subject to such terms, as the Directors may, at their discretion specify, provided that no option shall be exercisable no earlier than one month after and no later than ten years after its date of grant. Unless otherwise determined by the Directors at their sole discretion, there is no requirement of a minimum period for which an option must be held or a performance target which must be achieved before an option can be exercised.

11. Grant of an option to connected persons

Any grant of options to a director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company or any of their respective associates shall be approved by the independent non-executive directors of the Company (excluding an independent non-executive director who is the grantee of the options). Where any option is proposed to be granted to a director substantial shareholder or an independent nonexecutive director of the Company or any of their respective associates and such grant 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 past 12 month period up to and including the proposed date of grant of the option:–

• (i) representing in aggregate over 0.1% of the Shares of the Company in issue for the time being; and

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SUMMARY OF THE MAIN TERMS OF THE NEW COMPANY SHARE OPTION SCHEME

APPENDIX I

• (ii) having an aggregate value, based on the closing price of the Shares as stated in the daily quotation sheets issued by the Stock Exchange at the date of each grant, in excess of HK$5 million,

then the proposed grant must be subject to the approval of shareholders (taken on a poll) in general meeting. All connected persons of the Company must abstain from voting at such general meeting (except where any connected person intends to vote against the proposed grant and provided that his intention to do so has been stated in the circular).

12. Restrictions on the time of grant of options

A grant of options may not 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, no options may be granted during the period commencing one month immediately preceding the earlier of (a) the date of the board meeting (as such date is first notified to the Stock Exchange accordance with the Listing Agreement) for the approval of the Company’s annual or interim results; and (b) 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.

13. Rights on ceasing to be a Participant

If an option holder who is a director of the Company or any subsidiary of the Company or Invested Entity or an executive or employee of the Company or any subsidiary of the Company or Invested Entity ceases to be so engaged:

• (i) by reason of ill-health, injury, disability or death or on retirement in accordance with his contract of employment or otherwise by agreement with his employing company, then he or (as the case may be) his personal representatives may exercise all or any of his options (to the extent not already exercised) in whole or in part at any time within a period ending on the earlier of twelve (12) months after he so ceases to be a Participant and the date on which the relevant option would have ceased to be exercisable and any options not so exercised shall lapse and determine at the end of such period or such longer period as the Directors may in their discretion determine;

• (ii) by termination of his employment by his employing company on notice in accordance with the provisions of his contract of employment or with pay in lieu of such notice, then he may exercise all or any of his options in

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SUMMARY OF THE MAIN TERMS OF THE NEW COMPANY SHARE OPTION SCHEME

APPENDIX I

whole or in part at any time within a period of six (6) months commencing upon his date of cessation as a Participant (being the last actual working day with his employing company) and any option not so exercised shall lapse and determine at the end of such period provided that no option shall be exercisable later than ten years after its date of grant; or

• (iii) by reason of his dismissal without notice (or payment in lieu of notice) for misconduct or other grounds entitling the Company, subsidiary of the Company or Invested Entity to summarily terminate his employment, then all of his options shall lapse and determine immediately without compensation at the time of notification by the Company, subsidiary of the Company, or Invested Entity of such termination;

• (iv) If an option holder ceases to be a Participant for any reason other than as described above then all his options shall lapse and determine on the date he so ceases (to the extent not already exercised).

14. Effect on Takeover

If, in consequence of any general offer made to the holders of Shares (being an offer made in the first instance on a condition such that, if it is satisfied, the offeror will have control of the Company) or otherwise, any person shall have obtained control of the Company, then each option holder (or his personal representatives) shall be entitled at any time within the period of six months after such control has been obtained to exercise all or any of his options in whole or in part, and to the extent that it has not been so exercised, any option shall upon the expiry of such period lapse and determine, provided that if, during such period, such person becomes entitled to exercise rights of compulsory acquisition of Shares and gives notice in writing to any holders of Shares that he intends to exercise such rights, options shall be and will remain exercisable until one month from the date of such notice and, to the extent that they have not been exercised, shall thereupon lapse and determine.

15. Effect on winding-up

In the event a notice is given by the Company to its shareholders to convene a shareholders’ meeting for the purposes of considering, and if thought fit approving, a resolution to voluntarily wind-up the Company, the Company shall give notice thereof to each option holder whereupon each option holder shall be entitled not later than five business days prior to the proposed shareholders’ meeting to exercise his option to its full extent or to the extent specified in such option notice and the Company shall as soon as possible and in any event no later than the day immediately prior to the date of the proposed shareholders’ resolution, allot such number of Shares to the option holder which fall to be issued pursuant to the exercise of his option.

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SUMMARY OF THE MAIN TERMS OF THE NEW COMPANY SHARE OPTION SCHEME

APPENDIX I

16. Effect on reconstruction

If a compromise or arrangement between the Company and its members or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice thereof to all option holders on the same date as it despatches to each member or creditor of the Company a notice summoning the meeting to consider such a compromise or arrangement, and thereupon each option holder (or his personal representatives) shall be entitled to exercise all or any of his options in whole or in any part at any time prior to 12 noon on the day immediately preceding the date of the meeting directed to be convened by the Court for the purposes of considering such compromise or arrangement. With effect from the date of such meeting, the rights of all option holders to exercise their respective options shall forthwith be suspended. Upon such compromise or arrangement becoming effective, all options shall to the extent that they have not been exercised thereupon lapse and determine. If for any reason such compromise or arrangement is not approved by the Court (whether upon the terms presented to the Court or upon any other terms as may be approved by such Court) the rights of option holders to exercise their respective options shall with effect from the date of the making of the order by the Court be restored in full and shall thereupon become exercisable (but subject to the other terms of the New Company Share Option Scheme) as if such compromise or arrangement had not been proposed by the Company.

17. Ranking of Shares

A share issued upon exercise of an option shall not carry voting rights until the registration of the option holder (or any other person) as the holder hereof. If under the terms of a resolution passed or an announcement made by the Company prior to the date of allotment of Shares to be made pursuant to any exercise of an option, a dividend is to be or is proposed to be paid to holders of Shares on the register on a date subsequent to such date of allotment, the Shares to be issued upon such exercise will not rank for such dividend. Subject as aforesaid, Shares allotted upon the exercise of an option shall rank pari passu in all respects with the Shares in issue on the date of such allotment and will be subject to all the provisions of the Bye-Laws of the Company for the time being in force.

18. Effect of alteration to capital

In the event of any reduction of capital, sub-division or consolidation of shares capital of the Company, any capitalisation issue or rights issue by the Company, the number or nominal amount of Shares comprised in each option (so far as unexercised) and/or the option price thereunder and/or the number of Shares issued or issuable or which may be issued under the New Share Option Scheme may be adjusted in such

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SUMMARY OF THE MAIN TERMS OF THE NEW COMPANY SHARE OPTION SCHEME

APPENDIX I

manner as the Directors may deem appropriate subject to the receipt by them of a statement in writing from the auditors of the Company (acting as experts and not as arbitrators) that in their opinion the adjustments proposed are fair and reasonable, provided always (i) that no increase shall be made in the aggregate subscription price payable on the exercise of any option in respect of the total Shares then comprised therein (ii) that no adjustment shall be made if the same would result in a Participant being deprived of equivalent rights over the same proportion (or as near thereto as is reasonably practicable) of the equity capital of the Company as that to which he was previously entitled, and (iii) no Shares shall be issued at less than its nominal value.

19. Cancellation of Option granted

The Directors may from time to time in their absolute discretion cancel any or all options granted but not exercised. Such cancellation must be approved by the shareholders of the Company in general meeting. Any vote taken at the meeting to approve such cancellation must be taken by poll. The relevant option holders whose options have been cancelled shall not be entitled to any compensation or any consequential loss as a result of such cancellation.

Where the Company cancels options and issues new options to the same option holder, the issue of such new options may only be made under the New Company Share Option Scheme with available unissued options (excluding the cancelled options) within the limit approved by shareholders as mentioned in note (1) to rule 17.03(3) of the Listing Rules.

20. Termination and alteration of Scheme

The Company by resolution in general meeting or the Directors may at any time terminate the operation of the New Company Share Option Scheme and in such event no further offer will be made to grant options but in all other respects the provisions of the New Company Share Option Scheme shall remain in force and all options granted prior to such termination shall continue to be valid and exercisable in accordance therewith.

The Directors may from time to time in their absolute discretion waive or amend such of the provisions of the New Company Share Option Scheme as they deem desirable, provided that:

• (i) the Directors may not amend to the advantage of Participants any of the provisions of the New Company Share Option Scheme relating to the matters set out in rule 17.03 of Chapter 17 of the Listing Rules except with the approval of the shareholders of the Company; and

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SUMMARY OF THE MAIN TERMS OF THE NEW COMPANY SHARE OPTION SCHEME

APPENDIX I

• (ii) any alterations to the terms and conditions of the New Company Share Option Scheme, which are of a material nature, shall be subject to the approval of the shareholders of the Company, save where the alterations take effect automatically under the existing terms of the New Company Share Option Scheme.

Any change in the terms of the New Company Share Option Scheme which changes the power or authority of the Board to alter the terms of such New Company Share Option Scheme must be approved by shareholders of the Company in general meeting.

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SUMMARY OF THE MAIN TERMS OF THE SUBSIDIARY SHARE OPTION SCHEMES

APPENDIX II

PROPOSED SHARE OPTION SCHEME FOR SUBSIDIARIES

The following is a summary of the principal terms of the Subsidiary Share Option Scheme proposed to be adopted by each of (i) ABC QuickSilver Limited; (ii) QuotePower International Limited; (iii) Lexos Limited; and (iv) ABC Communications Limited.

1. Purpose of the Subsidiary Share Option Scheme

The purpose of the Subsidiary Share Option Scheme is to provide incentives or rewards to Participants thereunder for their contribution to the Subsidiary or any subsidiary of the Subsidiary and/or to enable the Subsidiary or any subsidiary of the Subsidiary to recruit and retain high-calibre employees and attract human resources that are valuable to the Group and any invested entity.

2. Who may join

The board of directors of the Subsidiary may, at its discretion, invite any Participant including any executive director, non-executive director or employee (whether full time or part time), shareholder, supplier, customer, consultant, adviser, other service provider or any joint venture partner, business or strategic alliance partner, in each case, of the Subsidiary, any of its subsidiaries or any Invested Entity, to take up options to subscribe for any Subsidiary Shares.

3. Maximum number of Subsidiary Shares

(a) 30% Limit

The limit on the number of Subsidiary Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Subsidiary Share Option Scheme and any other share option schemes of the Subsidiary must not exceed 30% of the Subsidiary Shares in issue from time to time (the “Subsidiary Scheme Limit”).

(b) 10% Limit

In addition to the Subsidiary Scheme Limit, and subject to the following, the total number of Subsidiary Shares which may be issued upon exercise of all options granted under the Subsidiary Share Option Scheme and any other share option scheme of the Subsidiary must not in aggregate exceed 10% of the Subsidiary Shares in issue as at the date of approval of the Subsidiary Share Option Scheme (excluding, any options which have lapsed or ceased to have effect) (the “Subsidiary Scheme Mandate Limit”).

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SUMMARY OF THE MAIN TERMS OF THE SUBSIDIARY SHARE OPTION SCHEMES

APPENDIX II

The Subsidiary may, from time to time, renew the Subsidiary Scheme Mandate Limit by obtaining the approval of the shareholders of the Company in a general meeting. Once renewed, the total number of securities which may be issued upon exercise of all options to be granted under the Subsidiary Share Option Scheme and all other share option schemes of the Subsidiary under the limit, as renewed, must not exceed 10% of the Subsidiary Shares in issue as at the date of approval of the renewed limit. Options previously granted under the Subsidiary Share Option Scheme and/or any other share option scheme, including without limitation any options which are outstanding, cancelled, lapsed or exercised, will not be counted for the purpose of calculating the renewed 10% limit.

The Subsidiary may seek separate approval by shareholders of the Company in general meeting for granting options beyond the renewed Subsidiary Scheme Mandate Limit provided the options in excess of such limit are granted only to Participants specifically identified. A circular 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 and other information required under the Listing Rules must be sent to the shareholders of the Company.

4. Maximum Entitlement of each Participant

No Participant shall be granted options in any 12 month period up to the proposed date of grant which would result in the total number of Subsidiary Shares in issue or to be issued upon the exercise of the options granted (including both exercised and outstanding options) exceeding 1 per cent. of the aggregate number of Subsidiary Shares for the time being in issue (the “Individual’s Limit”). Any further grant of options in excess of the Individual’s Limit shall be subject to approval of shareholders of the Company in a general meeting with such Participant and his associates abstaining from voting. A circular must be sent to the shareholders of the Company disclosing the identity of the Participant, the number and terms of the options granted and to be granted. The number and terms (including the exercise price) of options to be granted to such Participant must be fixed before shareholders of the Company’s approval is sought 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 option price.

5. Time of exercise of option

An option shall be exercisable at such time(s) or during such period(s), and subject to such terms, as the board of the Subsidiary may at its discretion specify, provided that no option shall be exercisable no earlier than one month after and no later

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SUMMARY OF THE MAIN TERMS OF THE SUBSIDIARY SHARE OPTION SCHEMES

APPENDIX II

than ten years after the date of grant. Unless otherwise determined by the directors of the Subsidiary at their sole discretion, there is no requirement of a minimum period for which an option must be held.

6. No Prescribed Performance Targets

Unless otherwise determined by the directors of the Subsidiary at their sole discretion, there is no requirement of a performance target which must be achieved before an option can be exercised.

7. Price of shares

The subscription price in relation to each option offered to a Participant under the Subsidiary Share Option Scheme shall be determined by the board of the Subsidiary but shall in no event be lower than the par value of the shares of the Subsidiary as at the date when the offer to grant the option is made.

8. Amount payable upon acceptance of the option

Acceptance of an offer of the grant of an option shall be by the delivery to and receipt by the Subsidiary at its registered office of the form of acceptance sent to the Participant duly completed and signed by the Participant together with a remittance of HK$10, by way of consideration for the grant thereof, in an envelope marked for the attention of the secretary of the Subsidiary.

9. Ranking of Shares

Shares allotted upon the exercise of an option shall rank pari passu in all respects with the Subsidiary Shares in issue on the date of such allotment and will be subject to all the provisions of the Bye-Laws or Articles of Association of the Subsidiary for the time being in force.

10. Rights are personal to Grantee

An option shall not be transferred or assigned and is personal to the Participant who accepts the offer of grant of the option (“Grantee”). No Grantee shall in any way sell, transfer, change, mortgage, encumber or create any interest in favour of any third party over or in relation to any option.

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SUMMARY OF THE MAIN TERMS OF THE SUBSIDIARY SHARE OPTION SCHEMES

APPENDIX II

11. Grant of an option to connected persons

Any grant of options to a director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company or any of their respective associates shall be approved by the independent non-executive directors of the Company (excluding an independent non-executive director who is the grantee of the options). Where any option is proposed to be granted to a director substantial shareholder or an independent nonexecutive director of the Company or any of their respective Associates and such grant 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 past 12 month period up to and including the proposed date of grant of the option representing in aggregate over 0.1% of the Shares of the Subsidiary in issue for the time being; then the proposed grant must be subject to the approval of shareholders (taken on a poll) in general meeting. All connected persons of the Company must abstain from voting at such general meeting (except where any connected person intends to vote against the proposed grant and provided that his intention to do so has been stated in the circular).

12. Restrictions on the time of grant of options

A grant of options may not 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, no options may be granted during the period commencing one month immediately preceding the earlier of (a) the date of the board meeting (as such date is first notified to the Stock Exchange accordance with the Listing Agreement) for the approval of the Company’s annual or interim results; and (b) 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.

13. Effect of alteration to capital

In the event of any reduction of capital, sub-division or consolidation of the shares of the Subsidiary, any capitalization issue or rights issue by the Subsidiary, the number or nominal amount of Subsidiary Shares comprised in each option (so far as unexercised) and/or the option price thereunder and/or the number of Subsidiary Shares issued or issuable or which may be issued under the Subsidiary Share Option Scheme may be adjusted in such manner as the directors may deem appropriate subject to the receipt by them of a statement in writing from the auditors of the Subsidiary (acting as experts and not as arbitrators) that in their opinion the adjustments proposed are fair and reasonable, provided always (i) that no increase shall be made in the aggregate subscription price payable on the exercise of any option in respect of the total Subsidiary

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SUMMARY OF THE MAIN TERMS OF THE SUBSIDIARY SHARE OPTION SCHEMES

APPENDIX II

Shares then comprised therein and (ii) that no adjustment shall be made if the same would result in a Participant being deprived of equivalent rights over the same proportion (or as near thereto as is reasonably practicable) of the equity capital of the Subsidiary as that to which he was previously entitled; and (iii) no Subsidiary Share shall be issued at less than its nominal value.

14. Period of Subsidiary Share Option Scheme

Once adopted, the Subsidiary Share Option Scheme will remain in force for a period of ten years commencing on the date it is adopted by the Subsidiary provided that the Subsidiary shall at all times remain as a subsidiary, direct or indirect, of the Company. In the event that the Subsidiary ceases to be a subsidiary of the Company, the Subsidiary Share Option Scheme shall be automatically terminated unless otherwise extended by a resolution of shareholders of the Subsidiary in general meeting.

15. Rights on ceasing to be Participant

If an option holder who is a director of the Subsidiary or any subsidiary of the Subsidiary or Invested Entity, or an executive or employee of the Subsidiary or any subsidiary of the Subsidiary or Invested Entity, ceases to be so engaged:

• (i) by reason of ill-health, injury, disability or death, or on retirement or otherwise by agreement with his employing company, then he or (as the case may be) his personal representatives may exercise all or any of his options (to the extent not already exercised) in whole or in part at any time within a period ending on the earlier of twelve (12) months after he so ceases to be a Participant and the date on which the relevant option would otherwise have ceased to be exercisable and any option or options not so exercised shall lapse and determine at the end of such period or such longer period as the directors of the Subsidiary may in their discretion determine;

• (ii) by reason of the termination of his employment by his employing company on notice in accordance with his contract of employment or with pay in lieu of such notice, then he may exercise all or any of his options at any time within a period of six (6) months commencing upon his date of cessation as a Participant (being the last actual working day with his employing company) and any option not so exercised shall lapse and determine at the end of such period provided that no option shall be exercisable later than ten years after its date of grant. Any option not exercised within the period above shall lapse and determine at the expiration of such period;

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SUMMARY OF THE MAIN TERMS OF THE SUBSIDIARY SHARE OPTION SCHEMES

APPENDIX II

• (iii) reason of summary dismissal (whether for misconduct or otherwise), then all his options shall lapse immediately upon notification of such termination;

• (iv) for any reason than as described above, then all of his options shall lapse and determine on the date he so ceases (to the extent not already exercised).

16. Effect on Takeover

If, in consequence of any general offer made to the holders of Subsidiary Shares (being an offer made in the first instance on a condition such that, if it is satisfied, the offeror will have control of the Subsidiary) or otherwise, any person shall have obtained control of the Subsidiary, the directors of the Subsidiary shall notify each option holder and then each option holder (or his personal representatives) shall be entitled at any time within the period of six months after such control has been obtained to exercise his options, and to the extent that any such options are not so exercised, it shall upon the expiry of such period lapse and determine, provided that if, during such period, a person becomes entitled to exercise rights of compulsory acquisition of Subsidiary Shares and gives notice in writing to any holders of Subsidiary Shares that he intends to exercise such rights, the options shall be and will remain exercisable until one month from the date of such notice and, to the extent that they have not been exercised, shall thereupon lapse and determine.

17. Effect on winding up

In the event a notice is given by the Subsidiary to its shareholders to convene a shareholders’ meeting for the purposes of considering, and if thought fit approving, a resolution to voluntarily wind-up the Subsidiary, the Subsidiary shall give notice thereof to each option holder whereupon each option holder shall be entitled not later than five business days prior to the proposed shareholders’ meeting to exercise his option to its full extent or to the extent specified in such option notice and the Subsidiary shall as soon as possible and in any event no later than the day immediately prior to the date of the proposed shareholders’ resolution, allot such number of Subsidiary Shares to the option holder which fall to be issued pursuant to the exercise of his option.

18. Effect on reconstruction

If a compromise or arrangement between the Subsidiary and its members or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Subsidiary or its amalgamation with any other company or companies, the Subsidiary is required to give notice thereof to all option holders on the same date as it despatches to each member or creditor of the Subsidiary a notice summoning the meeting to consider such a compromise or arrangement, and thereupon each option holder (or his personal representatives) shall be entitled to exercise all or any of his options at any time prior to 12 noon on the day immediately preceding the

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SUMMARY OF THE MAIN TERMS OF THE SUBSIDIARY SHARE OPTION SCHEMES

APPENDIX II

date of the meeting directed to be convened by the Court for the purposes of considering such compromise or arrangement. With effect from the date of such meeting, the rights of all option holders to exercise their respective options shall forthwith be suspended. Upon such compromise or arrangement becoming effective, all options shall to the extent that they have not been exercised thereupon lapse and determine. If for any reason such compromise or arrangement is not approved by the Court the rights of option holders to exercise their respective options shall with effect from the date of the making of the order by the Court be restored in full and shall thereupon become exercisable (but subject to the other terms of the Subsidiary Share Option Scheme) as if such compromise or arrangement had not been proposed by the Subsidiary.

19. Termination and alterations of the Subsidiary Share Option Scheme

The Subsidiary by resolution in general meeting or the directors of the Subsidiary may at any time terminate the operation of the Subsidiary Share Option Scheme and in such event no further offer will be made to grant options but in all other respects the provisions of the Subsidiary Share Option Scheme shall remain in force and all options granted prior to such termination shall continue to be valid and exercisable in accordance therewith.

The directors of the Subsidiary may from time to time in their absolute discretion waive or amend such of the provisions of the Subsidiary Share Option Scheme as they deem desirable, provided that:

• (i) the directors of the Subsidiary may not amend to the advantage of Participants any of the provisions of the Subsidiary Share Option Scheme relating to the matters set out in rule 17.03 of Chapter 17 of the Listing Rules except with the approval of the shareholders of the Company; and

• (ii) any alterations to the terms and conditions of the Subsidiary Share Option Scheme, which are of a material nature, shall be subject to the approval of the shareholders of the Company, save where the alterations take effect automatically under the existing terms of the Subsidiary Share Option Scheme.

Any change in the terms of the Subsidiary Share Option Scheme which changes the power or authority of the board of directors of the Subsidiary to alter the terms of such Subsidiary Share Option Scheme must be approved by shareholders of the Company in general meeting.

20. Present status of the Subsidiary Share Option Scheme

As at the date of this circular, no Subsidiary Share Option Scheme has been adopted by any Subsidiary. Accordingly, no option has been granted or agreed to be granted under any Subsidiary Share Option Scheme.

– 27 –

GENERAL INFORMATION

APPENDIX III

1. 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.

2. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests of each Director in the equity and debt securities of the Company or any associated corporation (within the meaning of the SDI Ordinance) notified to the Company pursuant to Section 28 of the SDI Ordinance (including interests which any Director is deemed to have under Section 31 or Part I of the Schedule to the SDI Ordinance) or entered in the register kept by the Company pursuant to Section 29 of the SDI Ordinance, or which were notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, were as follows:

			Family
Name of Director	Personal	Corporate	interest	Total
George Ho	9,030,000	263,525,600	–	272,555,600
Michael Tse Chi Hung	12,160,006	–	–	12,160,006
Patricia Yeung Shuk Kwan	4,950,400	–	–	4,950,400
Leung Kwok Kit	1,906,600	–	1,400,000	3,306,600
George Joseph Ho	3,386,000	–	–	3,386,000

Note :

(i) H.C.B.C. Communications (International) Limited and its parent, H.C.B.C. Enterprises Limited, together hold 263,525,600 shares of the Company. Mr. George Ho is deemed to be interested in the voting shares of H.C.B.C. Communications (International) Limited and H.C.B.C. Enterprises Limited as a result of his holdings in H.C.B.C. Enterprises (BVI) Limited, the ultimate holding company of H.C.B.C. Enterprises Limited.

– 28 –

GENERAL INFORMATION

APPENDIX III

Rights in respect of which options are held/exercisable under the Company’s Old Company Share Option Scheme:

	Outstanding		Exercise
Name of Director	Options	Date of Grant	Price	Exercise Period
Patricia Yeung	1,000,000	23rd February 2000	$1.41	23rd March 2000 to
Shuk Kwan				22nd February 2010
	1,000,000	23rd February 2000	$1.41	23rd February 2001 to
				22nd February 2010
George Joseph Ho	250,000	23rd February 2000	$1.41	23rd March 2000 to
				22nd February 2010
	250,000	23rd February 2000	$1.41	23rd February 2001 to
				22nd February 2010

As at the Latest Practicable Date, the Directors’ interests in associated corporations of the Company (within the meaning of the SDI Ordinance) notified to the Company were as follows:–

• (a) Mr. George Ho held 18,112 non-voting “B” shares in H.C.B.C. Communications (International) Limited and H.C.B.C. Enterprises Limited held all the issued 312,000 “A” voting shares and 11,474 non-voting “B” shares in H.C.B.C. Communications (International) Limited.

• (b) Mr. George Ho was beneficially interested in 100,000 management shares and 795,600 ordinary shares, in H.C.B.C. Enterprises (BVI) Limited. Mr. George Ho was beneficially interested in 32.40% in the issued share capital of Goddard & Company Limited. Goddard & Company Limited held 5,000 management shares and 933,250 ordinary shares of H.C.B.C. Enterprises (BVI) Limited. H.C.B.C. Enterprises (BVI) Limited held all the issued share capital of H.C.B.C. Enterprises Limited.

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GENERAL INFORMATION

APPENDIX III

• (c) Those directors set out below were personally interested in the following number of non-voting deferred shares in the capital of ABC Communications Limited, a subsidiary of the Company:

Name

Number of Deferred Shares

George Ho	10,605 (i)
Michael Tse Chi Hung	11,642
Patricia Yeung Shuk Kwan	4,000
Leung Kwok Kit	5,900

Note:

• (i) Mr. George Ho also held corporate interests through H.C.B.C. Enterprises Limited in 190,690 non-voting deferred shares in the capital of ABC Communications Limited.

3. SUBSTANTIAL SHAREHOLDERS

So far is known to any Director or chief executive, the following persons, other than a Director or chief executive of the Company, is, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carry rights to vote in all circumstances at general meetings of the Company or its subsidiaries as at the Latest Practicable Date:

Name Number of ordinary shares held

H.C.B.C. Enterprises (BVI) Limited 263,525,600

Note :

• (i) H.C.B.C. Communications (International) Limited and its parent, H.C.B.C. Enterprises Limited, together hold 263,525,600 shares of the Company. Mr. George Ho is deemed to be interested in the voting shares of H.C.B.C. Communications (International) Limited and H.C.B.C. Enterprises Limited as a result of his holdings in H.C.B.C. Enterprises (BVI) Limited, the ultimate holding company of H.C.B.C. Enterprises Limited.

4. LITIGATION

Neither the Company nor any of its subsidiaries and associated corporations is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened by or against the Company or any of its subsidiaries and associated corporations.

– 30 –

GENERAL INFORMATION

APPENDIX III

5. MISCELLANEOUS

• (a) The Secretary of the Company is Ms. Patricia Yeung Shuk Kwan, who was previously a member of The Institute of Chartered Secretaries and Administrators and has been the company secretary of the Company for more than 10 years.

• (b) The share registrar and the transfer office of the Company is Central Registration Hong Kong Limited, whose registered office is at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (c) The principal place of business of the Company in Hong Kong is at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong.

• (d) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda.

• (e) This circular has been prepared in both English and Chinese. In the case of any discrepancy, the English text shall prevail.

– 31 –

NOTICE OF CAPITAL REDUCTION SPECIAL GENERAL MEETING

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ABC COMMUNICATIONS (HOLDINGS) LIMITED (“COMPANY”)

(Incorporated in Bermuda with limited liability)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a Special General Meeting of the shareholders of ABC Communications (Holdings) Limited (the “Company”) will be held at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong on 27th March 2002 at 9:45a.m. for the purpose of considering and, if thought fit, passing the following resolution as a Special Resolution :-

SPECIAL RESOLUTION

“ THAT , conditional upon (i) the publication of a notice of reduction of share premium in an appointed newspaper in Bermuda and (ii) a certificate being signed by a director of the Company confirming that on the date as from which the Capital Reduction (as defined below) is to have effect, there is no reasonable ground for believing that the Company is, or after the Capital Reduction, would be, unable to pay its liabilities as they may become due :

• (A) the share premium account of the Company, as it shall stand at the close of business on the day immediately prior to the date of the special general meeting of the Company at which this special resolution is considered, be reduced by the sum of HK$164.7 million (the “Capital Reduction”) and that such amount be credited and applied as follows :

• (aa) as to HK$97.3 million, to the accumulated losses account of the Company; and

• (bb) as to HK$67.4 million to the contributed surplus account of the Company and that the directors of the Company be and they are hereby authorised to apply such contributed surplus account in accordance with the Company’s bye-laws;

• (B) any one of the directors of the Company be and is hereby authorised generally to do all things he or she may consider appropriate and desirable to effect and implement any of the foregoing.”

By Order of the Board Patricia Yeung Shuk Kwan Company Secretary

Hong Kong, 4th March 2002

– 32 –

NOTICE OF CAPITAL REDUCTION SPECIAL GENERAL MEETING

Principal Office in Hong Kong:–

2nd Floor,

Jade Mansion, 40 Waterloo Road,

Yaumatei, Kowloon, Hong Kong

Notes :

• (1) Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint no more than two proxies to attend and vote on his/her behalf and such proxy/proxies need not be a member/ members of the Company. A form of Proxy for use at the above Meeting is enclosed herewith.

• (2) In the case of joint holders of a share, if more than one of such joint holders are present at the meeting, personally or by proxy, the person whose name stands first on the register members in respect of such joint holding shall along be entitled to vote in respect thereof.

• (3) To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the principal office of the Company in Hong Kong at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof).

– 33 –

NOTICE OF SHARE OPTION SCHEME SPECIAL GENERAL MEETING

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ABC COMMUNICATIONS (HOLDINGS) LIMITED (“COMPANY”)

(Incorporated in Bermuda with limited liability)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a Special General Meeting of the shareholders of ABC Communications (Holdings) Limited (the “Company”) will be held at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong on 27th March 2002 at 10:00a.m. or as soon thereafter as the special general meeting of the Company convened for the same date and place at 10 a.m. shall have been concluded or adjourned, for the purpose of considering and, if thought fit, passing the following resolutions as Ordinary Resolutions :–

ORDINARY RESOLUTIONS

1. “ THAT :–

2. (a) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of and permission to deal in the shares of the Company falling to be issued pursuant to the exercise of any options under the New Share Option Scheme of the Company (the “Scheme”), the Scheme, in the form submitted to this meeting and for the purposes of identification initialed by the Chairman and marked “A”, be and is hereby approved and adopted; and

3. (b) in addition and without prejudice to the authorisation given to the Directors at the Annual General Meeting of the Company held on 4th September 2001, the Directors be and they are hereby authorised to take such steps as may be necessary to implement the Scheme and to do all acts and deeds pursuant thereto including but not limited to the offer or grant of options and the issue and allotment of shares in the Company upon the exercise of any options under the Scheme, and so that the authority given hereby shall continue for the duration of the Scheme.”

4. “ THAT the Subsidiary Share Option Schemes (together the “Subsidiary Schemes”) in relation to ABC QuickSilver Limited, QuotePower International Limited, Lexos Limited and ABC Communications Limited (collectively the “Subsidiaries” and each a “Subsidiary”) in the forms submitted to this meeting and for the purpose of identification initialed by the Chairman and marked “B”, “C”, “D” and “E” respectively, be and are hereby approved for adoption by each such Subsidiary

– 34 –

NOTICE OF SHARE OPTION SCHEME SPECIAL GENERAL MEETING

and that the directors of each such Subsidiary be and are hereby authorised to implement and administer the same and to issue and allot shares of the relevant Subsidiary to such persons as may be allowed under and on terms therein mentioned.”

By Order of the Board Patricia Yeung Shuk Kwan Company Secretary

Hong Kong, 4th March 2002

Principal Office in Hong Kong:–

2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon,

Hong Kong

Notes:

• (1) Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint no more than two proxies to attend and vote on his/her behalf and such proxy/proxies need not be a member/ members of the Company. A form of Proxy for use at the above Meeting is enclosed herewith.

• (2) If a member wishes to appoint a proxy/proxies who is/are eligible to be considered for participation in the New Company Share Option Scheme or any Subsidiary Share Option Scheme or who is/are or is/are proposed to be a holder/holders of options granted under the New Company Share Option Scheme or any Subsidiary Share Option Scheme, the form of proxy must indicate as to how the proxy/proxies will vote, failing which such appointment of the proxy/proxies shall be void.

• (3) In the case of joint holders of a share, if more than one of such joint holders are present at the meeting, personally or by proxy, the person whose name stands first on the register members in respect of such joint holding shall along be entitled to vote in respect thereof.

• (4) To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the principal office of the Company in Hong Kong at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof).

– 35 –

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ABC COMMUNICATIONS (HOLDINGS) LIMITED (“COMPANY”)

(incorporated in Bermuda with limited liability)

PROXY FORM

I. I/We, of

being a Member/Members of ABC COMMUNICATIONS (HOLDINGS) LIMITED , hereby appoint the person or persons whose details are given in Part II(a) and (b) below on the basis that such persons are authorised to vote in respect of the proportion of the shareholding as stated in the Register of Members shown in the said Part II or if no proportions are so shown, in respect of the whole of the said shareholding:

II. Name Address Identity Card/ Proportion of Passport Number Shareholding (%) (a) and/or (delete as appropriate)

II.

(b)

as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Special General Meeting of the Company, to be held at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong on 27th March 2002 at 9:45 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Special Resolution to be proposed at the Special General Meeting as indicated hereunder. If no specific direction as to the voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the Special General Meeting.

	Name	Name	Name	Address	Address	Address	Identity Card/ Passport Number	Identity Card/ Passport Number	Proportion of Shareholding (%)	Proportion of Shareholding (%)	Proportion of Shareholding (%)
	and/or (delete as appropriate)
	as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Special General Meeting of the Company, to be held at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong on 27th March 2002 at 9:45 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Special Resolution to be proposed at the Special General Meeting as indicated hereunder. If no specific direction as to the voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the Special General Meeting.
III. IV.		Special Resolution								For	Against
		“THAT, conditional upon (i) the publication of a notice of reduction of share premium in an appointed newspaper in Bermuda and (ii) a certificate being signed by a director of the Company confirming that on the date as from which the Capital Reduction (as defined below) is to have effect, there is no reasonable ground for believing that the Company is, or after the Capital Reduction, would be, unable to pay its liabilities as they may become due : (A) the share premium account of the Company, as it shall stand at the close of business on the day immediately prior to the date of the special general meeting of the Company at which this special resolution is considered, be reduced by the sum of HK$ 164.7 million (the “Capital Reduction”) and that such amount be credited and applied as follows : (aa) as to HK$97.3 million, to the accumulated losses account of the Company; and (bb) as to HK$67.4 million to the contributed surplus account of the Company and that the directors of the Company be and they are hereby authorised to apply such contributed surplus account in accordance with the Company’s bye-laws; (B) any one of the directors of the Company be and is hereby authorised generally to do all things he or she may consider appropriate and desirable to effect and implement any of the foregoing.
	D	ated this	day of			2002
		For Indi				For Corporation Signature of Director		Signature of Secretary Common Seal

IMPORTANT : PLEASE READ NOTES BELOW

Notes:

• Part II – A registered shareholders who wishes to appoint more than one proxy to attend the Special General Meeting must specify the proportion of shareholding (expressed as a percentage of the whole) to be represented by each proxy. If no proportion of shareholding is specified, the proxy whose name appears first shall be deemed to carry 100 per cent. of the shareholding of his/its appointor and the proxy whose name appears after shall be deemed to be appointed in the alternate.

• Part III – Please indicate with an “X” in the appropriate box against the Special Resolution how you wish the proxy to vote. Subject to paragraph 2 of this Part III, if this Proxy Form is returned without any indication as to who the proxy/proxies will vote, the proxy/proxies may vote as he thinks/they think fit.

• Part IV – 1 This Proxy Form duly completed must be deposited by the registered shareholder, at the principal office of the Company in Hong Kong at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong not less than 48 hours before the time of the Special General Meeting.

• 2 If a registered shareholder wishes to appoint a proxy/proxies, this Proxy Form must be signed by the registered shareholder or his/its attorney duly authorised in writing or if the registered shareholder is a corporation, executed under its common seal or under the hand of its attorney duly authorised in writing. In the case of joint registered shareholders, all joint registered shareholders must signed this Proxy Form. The power of attorney or other authority appointing the attorney or a notarially/duly certified copy thereof must be attached to this Proxy Form if it is signed by an attorney.

General

The Company shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on this Proxy Form.

The information obtained in Part II above is for the purpose of verifying the identity of the proxy/proxies by the Company or its authorised agents.

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ABC COMMUNICATIONS (HOLDINGS) LIMITED (“COMPANY”)

(incorporated in Bermuda with limited liability)

PROXY FORM

I. II. (a) (b) III. IV. IMPO Notes : Part II Part III Part IV	I/We,	I/We,	of	of	of	of	of	of	of	of
	being II(a) Mem		a Member/Members ofABC COMMUNICATIONS (HOLDINGS) LIMITED, hereby appoint the person or persons whose details are given in Part and (b) below on the basis that such persons are authorised to vote in respect of the proportion of the shareholding as stated in the Register of bers shown in the said Part II or if no proportions are so shown, in respect of the whole of the said shareholding:
			Name			Address			Identity Card/ Passport Number			Proportion of Shareholding (%)
	an		d/or (delete as appropriate)
	as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Special General Meeting of the Company, to be held at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong on 27th March 2002 at 10:00 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Ordinary Resolutions to be proposed at the Special General Meeting as indicated hereunder. If no specific direction as to the voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the Special General Meeting.
		No.		Ordinary Resolution									For	Against
		1.		“THAT: – (a) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of and permission to deal in the shares of the Company falling to be issued pursuant to the exercise of any options under the New Share Option Scheme of the Company (the “Scheme”), the Scheme, in the form submitted to this meeting and for the purposes of identification initialed by the Chairman and marked “A”, be and is hereby approved and adopted; and (b) in addition and without prejudice to the authorisation given to the Directors at the Annual General Meeting of the Company held on 4th September 2001, the Directors be and they are hereby authorised to take such steps as may be necessary to implement the Scheme and to do all acts and deeds pursuant thereto including but not limited to the offer or grant of options and the issue and allotment of shares in the Company upon the exercise of any options under the Scheme, and so that the authority given hereby shall continue for the duration of the Scheme.”
		2.		“THATthe Subsidiary Share Option Schemes (together the “Subsidiary Schemes”) in relation to ABC QuickSilver Limited, QuotePower International Limited, Lexos Limited and ABC Communications Limited (collectively the “Subsidiaries” and each a “Subsidiary”) in the forms submitted to this meeting and for the purpose of identification initialed by the Chairman and marked “B”, “C”, “D” and “E” respectively, be and are hereby approved for adoption by each such Subsidiary and that the directors of each such Subsidiary be and are hereby authorised to implement and administer the same and to issue and allot shares of the relevant Subsidiary to such persons as may be allowed under and on terms therein mentioned.”
	D	ated this			day of			2002
		For Indi						For Corporation Signature of Director		Signature of Secretary Common Seal
	R	TANT : PLEASE READ NOTES BELOW – A registered shareholders who wishes to appoint more than one proxy to attend the Special General Meeting must specify the proportion of shareholding (expressed as a percentage of the whole) to be represented by each proxy. If no proportion of shareholding is specified, the proxy whose name appears first shall be deemed to carry 100 per cent. of the shareholding of his/its appointor and the proxy whose name appears after shall be deemed to be appointed in the alternate. – 1 Please indicate with an “X” in the appropriate box against each Ordinary Resolution how you wish the proxy to vote. Subject to paragraph 2 of this Part III, if this Proxy Form is returned without any indication as to who the proxy/proxies will vote, the proxy/proxies may vote as he thinks/they think fit. 2 If a registered shareholder wishes to appoint a proxy/proxies who is/are eligible to be considered for participation in the New Company Share Option Scheme or any subsidiary share option scheme or who is/are or is/are proposed to be a holder/holders of options granted under the New Company Share Option Scheme or any subsidiary share option scheme, the Proxy Form must indicate as to how the proxy/proxies will vote, failing which such appointment of the proxy/proxies shall be void. – 1 This Proxy Form duly completed must be deposited by the registered shareholder, at the principal office of the Company in Hong Kong at 2nd Floor, Jade Mansion, 40 Waterloo Road, Yaumatei, Kowloon, Hong Kong not less than 48 hours before the time of the Special General Meeting. 2 If a registered shareholder wishes to appoint a proxy/proxies, this Proxy Form must be signed by the registered shareholder or his/its attorney duly authorised in writing or if the registered shareholder is a corporation, executed under its common seal or under the hand of its attorney duly authroised in writing. In the case of joint registered shareholders, all joint registered shareholders must signed this Proxy Form. The power of attorney or other authority appointing the attorney or a notarially/duly certified copy thereof must be attached to this Proxy Form if it is signed by an attorney.

General

The Company shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on this Proxy Form.

The information obtained in Part II above is for the purpose of verifying the identity of the proxy/proxies by the Company or its authorised agents.