YNBY International Limited — Proxy Solicitation & Information Statement 2003

May 5, 2003

IMPORTANT

If you are in any doubt about this document, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) takes no responsibility for the contents of this document, 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 document.

NOTICES OF MEETINGS

together with

LETTER FROM THE CHAIRMAN

and

EXPLANATORY STATEMENT

in respect of

GENERAL MANDATES

Directors: J W J Hughes-Hallett, Chairman M Cubbon, Finance Director D Ho, Executive Director K G Kerr, Executive Director D M Turnbull, Executive Director Baroness Dunn, DBE D G Eldon P A Johansen C K M Kwok C Lee T S Lo, GBM, CBE Sir Adrian Swire M M T Yang
Registered Office: 35th Floor, Two Pacific Place, 88 Queensway, Hong Kong.

A Chinese translation of this circular is available upon request from the Company’s Registrars.

本通函之中文譯本於本公司股份登記處備索。

SWIRE PACIFIC LIMITED

(Incorporated in Hong Kong under the Companies Ordinance)

11th April 2003

To the shareholders

Dear Sir or Madam,

General Mandates

1. At the annual general meeting of the Company held on 16th May 2002, ordinary resolutions were passed giving general mandates to Directors (i) to make on-market share repurchases (within the meaning of the Code on Share Repurchases) up to 10 per cent of the issued share capital of the Company as at 16th May 2002; and (ii) to allot, issue and otherwise deal with shares equal to (a) 20 per cent of the shares of the Company in issue at 16th May 2002, plus (b) (authorised by a separate ordinary resolution as required by the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”)) the nominal amount of any shares repurchased by the Company.

2. Under the terms of the Companies Ordinance and the Listing Rules, these general mandates lapse at the conclusion of the annual general meeting for 2003, unless renewed at that meeting. Resolutions (Resolutions 4, 5 and 6) will be proposed to renew these mandates and the Explanatory Statement required by the Listing Rules to be sent to shareholders in connection with the proposed repurchase resolution is set out in the Appendix to this circular.

DIRECTORS’ FEES

1. At the annual general meeting in 1988, shareholders resolved that directors’ fees not exceeding an aggregate sum of HK$1.16 million be paid in any one year. This has remained unchanged in spite of an increase in the number of Directors and the payment of additional fees (within the aggregate sum of directors’ fees approved by the shareholders in 1988) to those Directors who are Audit Committee members. A resolution (Resolution 7) will be proposed to increase the maximum aggregate sum to HK$2 million in any one year.

NOTICES OF MEETINGS

1. Notice of the annual general meeting is set out on pages 9 to 11 of this circular. Enclosed with this circular is a blue form of proxy for use at that meeting. Whether or not you intend to be present at the annual general meeting you are requested to complete the form of proxy and return it to the Registrars of the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding that meeting.

2. At the request of the Stock Exchange, the Company is also convening separate meetings of the holders of ‘A’ and ‘B’ Shares respectively in connection with the general mandates. Notices of these meetings are set out on pages 12 and 13 and forms of proxy for use at these meetings (white for the meeting of holders of ‘A’ Shares and grey for the meeting of holders of ‘B’ Shares) are enclosed. Whether or not you intend to be present at the meeting(s), you are requested to complete the form(s) of proxy and return it/them to the Company's Registrars in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the relevant meeting(s).

3. The completion of a form of proxy and returning it to the Registrars of the Company will not preclude you from attending and voting in person at the meeting or poll concerned and, in such event, the appointment of the proxy will be deemed to be revoked.

7 Your Directors believe that the increase in directors’ fees and the general mandates are in the interests of the Company and its shareholders and accordingly recommend you to vote in favour of all of the resolutions to be proposed at the annual general meeting and the separate meetings of the holders of ‘A’ and ‘B’ Shares respectively.

Yours faithfully,

James Hughes-Hallett

Chairman

APPENDIX

The following is the Explanatory Statement required to be sent to shareholders under the Listing Rules in connection with the proposed general mandate for repurchase of shares and also constitutes the Memorandum required under section 49BA of the Companies Ordinance.

1.	It is proposed that up to 10 per cent of any class of the Company’s shares in issue at the date of the passing of the resolution to approve the general mandate may be repurchased. As at 17th March 2003, the latest practicable date for determining such figure, the number of ‘A’ Shares in issue was 930,375,385 and the number of ‘B’ Shares in issue was 3,003,486,271. On the basis of such figures (and assuming no shares are issued or repurchased after 17th March 2003 and up to the date of passing such resolution) the Directors would be authorised to repurchase up to 93,037,538 ‘A’ Shares and up to 300,348,627 ‘B’ Shares.
2.	The Directors believe that the ability to repurchase shares is in the interests of the Company and its shareholders. Repurchases may, depending on the circumstances, result in an increase in net assets and/or earnings per share. The Directors are seeking the grant of a general mandate to repurchase shares to give the Company the flexibility to do so if and when appropriate. The number(s) and class(es) of shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.
3.	It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company.
4.	There could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its published audited accounts for the year ended 31st December 2002) in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the general mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5.	There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any associates (as defined in the Listing Rules) of Directors who have a present intention, in the event that the general mandate is granted by shareholders, to sell shares to the Company.
6.	The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the general mandate in accordance with the Listing Rules and the laws of Hong Kong.
7.	If as the result of a repurchase of shares a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for purposes of the Hong Kong Code on Takeovers and Mergers (“Takeover Code”). As a result, a shareholder, or group of shareholders acting in concert depending on the level of increase of shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code. The Directors are not aware of any consequences which would arise under the Takeover Code as a consequence of any purchases pursuant to the general repurchase mandate.
8.	The Company has in the previous six months immediately prior to the date of this document purchased a total of 8,326,500 ‘A’ Shares and 34,850,000 ‘B’ Shares on the Stock Exchange. Details of the repurchases are as follows:

‘A’ shares

Date	Number of Shares purchased	Highest price paid (HK$)	Lowest price paid (HK$)
27th September 2002	1,120,000	31.50	31.10
30th September 2002	716,000	30.70	30.50
13th December 2002	1,142,500	31.20	30.60
19th December 2002	873,500	30.70	30.60
20th December 2002	463,000	30.60	30.60
23rd December 2002	272,000	30.70	30.60
30th December 2002	1,807,000	29.65	29.45
2nd January 2003	263,500	29.85	29.35
7th January 2003	102,000	29.95	29.95
9th January 2003	64,500	29.95	29.95
22nd January 2003	667,000	31.50	31.10
27th January 2003	835,500	31.90	31.70
	8,326,500

‘B’ shares

Date	Number of Shares purchased	Highest price paid (HK$)	Lowest price paid (HK$)
4th September 2002	355,000	5.25	5.20
5th September 2002	340,000	5.25	5.20
6th September 2002	2,445,000	5.20	5.20
9th September 2002	1,000,000	5.20	5.15
12th September 2002	140,000	5.20	5.20
16th September 2002	1,080,000	4.975	4.975
17th September 2002	5,000	4.975	4.975
18th September 2002	1,760,000	4.975	4.90
20th September 2002	4,975,000	4.90	4.875
23rd September 2002	75,000	4.85	4.85
2nd October 2002	1,140,000	4.975	4.875
3rd October 2002	1,000,000	4.875	4.875
4th October 2002	632,500	4.875	4.85
7th October 2002	300,000	4.825	4.825
8th October 2002	930,000	4.875	4.85
9th October 2002	3,372,500	4.875	4.875
10th October 2002	200,000	4.85	4.85
11th October 2002	1,167,500	4.90	4.90
15th October 2002	227,500	4.95	4.95
16th October 2002	1,800,000	5.05	5.05
22nd October 2002	347,500	5.15	5.15
23rd October 2002	735,000	5.15	5.15
24th October 2002	1,500,000	5.15	5.15
25th October 2002	450,000	5.15	5.15
20th November 2002	650,000	5.25	5.25
21st November 2002	400,000	5.30	5.30
22nd November 2002	202,500	5.30	5.30
27th November 2002	1,182,500	5.25	5.25
9th December 2002	1,540,000	5.15	5.15
10th December 2002	600,000	5.15	5.10
11th December 2002	2,000,000	5.15	5.15
16th December 2002	397,500	5.10	5.10
18th December 2002	500,000	5.10	5.10
19th December 2002	1,400,000	5.05	5.05
	34,850,000

9.	No connected persons (as defined in the Listing Rules) of the Company have notified it of a present intention to sell shares of the Company to the Company and no such persons have undertaken not to sell any such shares to the Company in the event that the general mandate is granted by shareholders.
10	The highest and lowest prices at which shares of the Company have traded on the Stock Exchange in each of the previous twelve months are as follows:

	Highest (HK$)		Lowest (HK$)
	‘A’ Shares	‘B’ Shares	‘A’ Shares	‘B’ Shares
March 2002	44.10	5.80	39.60	5.50
April 2002	46.70	6.45	40.20	5.50
May 2002	50.50	6.90	42.90	6.15
June 2002	44.30	6.20	39.90	5.60
July 2002	39.60	5.60	34.20	5.00
August 2002	36.80	5.50	33.70	5.05
September 2002	34.90	5.30	30.60	4.85
October 2002	34.40	5.25	28.80	4.85
November 2002	32.90	5.30	31.40	4.975
December 2002	32.20	5.30	29.65	4.925
January 2003	32.80	5.30	29.90	4.93
February 2003	34.40	5.35	32.30	5.10

Swire Pacific Limited

Notice of meeting

NOTICE IS HEREBY GIVEN that an ordinary general meeting of the shareholders of Swire Pacific Limited, being the annual general meeting for 2003, will be held in the McKinley Room at the Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on Thursday, 15th May 2003 at 11:00 am to receive the report of the Directors and the audited accounts for the year ended 31st December 2002 and:

1. To declare final dividends.

2. To elect Directors.

3. To reappoint auditors and authorise the Directors to fix their remuneration.

As special business, to consider and, if thought fit, to pass the following ordinary resolutions:

Ordinary Resolutions:

1. THAT:

(a) subject to paragraph (b), the exercise by the Directors during the Relevant Period of all the powers of the Company to make on-market share repurchases (within the meaning of the Code on Share Repurchases) be approved;

(b) the aggregate nominal amount of any class of the Company’s shares which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the aggregate nominal amount of the shares of that class in issue at the date of passing this Resolution; and

(c) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and

references to “shares” include securities which carry a right to subscribe for or purchase shares.

1. THAT:

(a) subject to paragraph (b), the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares and to make or grant offers, agreements and options which will or might require the exercise of such powers during or after the end of the Relevant Period be approved;

(b) the aggregate nominal amount of shares of any class allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares, shall not exceed the aggregate of (aa) 20 per cent of the aggregate nominal amount of the shares of that class in issue at the date of passing this Resolution plus (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any shares of that class repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent of the aggregate nominal amount of the shares of that class in issue at the date of passing this Resolution); and

(c) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until the earliest of:

(i) the conclusion of the next annual general meeting of the Company; and

(ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and

“Rights Issue” means an offer of shares to holders of shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).

1. THAT the Directors be authorised to exercise the powers of the Company referred to in paragraph (a) of the resolution set out as Resolution 5 in the notice convening this meeting in respect of the shares referred to in sub-paragraph (bb) of paragraph (b) of such resolution.

2. THAT the aggregate fees paid to the Directors in any one year shall not exceed HK$2 million.

By order of the Board

Margaret Yu Chan Sau Mui

Secretary

Hong Kong, 11th April, 2003

Note:

Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company. All proxies must be deposited with the Registrars, Computershare Hong Kong Investor Services Limited, 19th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for the meeting.

Swire Pacific Limited

Notice of meeting of holders of ‘A’ shares

NOTICE IS HEREBY GIVEN that a separate meeting of the holders of ‘A’ Shares of HK$0.60 each in the capital of the Company will be held in the McKinley Room at the Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on Thursday, 15th May 2003 at 11:05 am (or so soon thereafter as the annual general meeting of the Company convened for the same date and place shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

"THAT this meeting of the holders of ‘A’ Shares of HK$0.60 each in the capital of the Company approves the resolutions set out as Resolutions 4 and 6 in the notice of the annual general meeting of the Company convened for 15th May 2003 (a copy of the said resolutions being produced to this meeting and signed by the Chairman of this meeting for purposes of identification) and the granting of powers to the Directors in the terms set out in the said resolutions."

By order of the Board

Margaret Yu Chan Sau Mui

Secretary

Hong Kong, 11th April 2003

Notes:

1. A holder of ‘A’ Shares entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company. All proxies must be deposited with the Registrars, Computershare Hong Kong Investor Services Limited, 19th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for the meeting.

2. All the provisions of the Company's Articles of Association with respect to general meetings of the Company (including requirements as to quorum, chairman of meeting, proxies, polls and adjournment) shall apply mutatis mutandis to this meeting, except that references to shares shall mean ‘A’ Shares.

Swire Pacific Limited

Notice of meeting of holders of ‘B’ shares

NOTICE IS HEREBY GIVEN that a separate meeting of the holders of ‘B’ Shares of HK$0.12 each in the capital of the Company will be held in the McKinley Room at the Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on Thursday, 15th May 2003 at 11:10 am (or so soon thereafter as the separate meeting of the holders of ‘A’ Shares of HK$0.60 each in the capital of the Company convened for the same date and place shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

"THAT this meeting of the holders of ‘B’ Shares of HK$0.12 each in the capital of the Company approves the resolutions set out as Resolutions 4 and 6 in the notice of the annual general meeting of the Company convened for 15th May 2003 (a copy of the said resolutions being produced to this meeting and signed by the Chairman of this meeting for purposes of identification) and the granting of powers to the Directors in the terms set out in the said resolutions."

By order of the Board

Margaret Yu Chan Sau Mui

Secretary

Hong Kong, 11th April 2003

Notes:

1. A holder of ‘B’ Shares entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company. All proxies must be deposited with the Registrars, Computershare Hong Kong Investor Services Limited, 19th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for the meeting.

2. All the provisions of the Company's Articles of Association with respect to general meetings of the Company (including requirements as to quorum, chairman of meeting, proxies, polls and adjournment) shall apply mutatis mutandis to this meeting, except that references to shares shall mean ‘B’ Shares.