YNBY International Limited — Proxy Solicitation & Information Statement 2004

Apr 13, 2004

This document is important and requires your immediate attention

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

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

The Stock Exchange of Hong Kong Limited (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.

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND

REPURCHASE SHARES

AND

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

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 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)

13th April 2004

To the shareholders

Dear Sir or Madam,

General Mandates

1. At the annual general meeting of the Company held on 15th May 2003, 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) of up to 10 per cent of the issued share capital of the Company as at 15th May 2003; 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 15th May 2003, 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. No shares have been repurchased or allotted, issued or otherwise dealt with pursuant to these mandates.

2. Under the Companies Ordinance and the Listing Rules, these general mandates lapse at the conclusion of the annual general meeting for 2004, 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.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. Following amendments in early 2002 to the Companies Ordinance and the Listing Rules, the Company is permitted, subject to the provisions of its Articles of Association, (i) to distribute to shareholders and other entitled persons summary financial reports in lieu of the relevant financial documents from which the summary financial reports are derived, and (ii) to send or otherwise make available corporate communications, including annual and interim reports, circulars and notices of meetings, to shareholders and other entitled persons using electronic

means in lieu of printed copies of those corporate communications, in each case, provided that the Company has ascertained the wishes of its shareholders and other entitled persons in accordance with the Companies Ordinance and the Listing Rules.

1. The Company, however, is not permitted by its Articles of Association, in their present form, to take advantage of the facilities offered by the statutory and regulatory changes referred to above. In order for the Company to be able to take advantage of those facilities, a special resolution (Resolution 7) will be proposed to amend the Articles of Association.

2. Shareholders’ approval will also be sought to amend the Articles of Association:

(i) to reflect the amendments to the Listing Rules in early 2002 which permit a listed company to issue corporate communications to its members and other securities holders in either the English language only, the Chinese language only or both the English language and the Chinese language in accordance with the wishes of its members and other securities holders provided that the listed company has made adequate arrangements to ascertain the wishes of its members and other securities holders;

(ii) to reflect the amendments to Appendix 3 to the Listing Rules which came into effect on 31st March, 2004 (which Appendix stipulates certain provisions as being required to be included in the articles of association of listed companies);

(iii) to enable Directors to hold meetings by telephone or any communication equipment or electronic means and to postpone general meetings; and

(iv) to incorporate minor drafting improvements.

1. The proposed amendments are set out in the notice convening the Annual General Meeting. Even if shareholders vote in favour of this special resolution, they will still be able to elect to receive printed copies of the summary financial reports or the full annual report, and other corporate communications in both the English language and the Chinese language.

2. Copies of the existing Articles of Association and the Articles of Association incorporating the proposed amendments are available for inspection at the registered office of the Company, 35th Floor, Two Pacific Place, 88 Queensway, Hong Kong, during normal business hours, i.e. 9 a.m. to 5 p.m. on Monday to Friday (public holidays excepted) up to and including 13th May 2004.

RE-ELECTION OF DIRECTORS

1. In relation to Resolution 2, P.A. Johansen and Sir Adrian Swire will retire from office at the annual general meeting and will offer themselves for re-election to serve for another term of three years in accordance with Article 93 of the Company’s Articles of Association. Both are non-executive Directors and neither receives any emolument or director’s fee from the Company. Their details are as follows:

Peter André Johansen, aged 61, is a chartered accountant. He has been a Director of the Company since January 1983 and was Finance Director until April 1997. He is a member of the Audit Committee and Chairman of the Remuneration Committee. He joined the Swire group in 1973 and has worked with the group in Hong Kong and Japan. He is also a director of Swire Properties Limited and Hong Kong Aircraft Engineering Company Limited.

He has a personal beneficial interest in 10,000 ‘A’ shares of the Company and is a beneficiary of trusts which hold 200,000 ‘B’ shares.

Sir Adrian Christopher Swire, aged 72, is Chairman of John Swire & Sons Limited, a substantial shareholder of the Company. He joined the Swire group in 1956 and has been a Director of the Company since October 1978. He is also a director of Cathay Pacific Airways Limited and was a director of HSBC Holdings plc until May 2002.

He has a personal beneficial interest in 4,813,169 ‘B’ shares of the Company and is a trustee of trusts which hold 1,364,006 ‘A’ shares and 20,810,916 ‘B’ shares in which he has no beneficial interest.

Both Mr. Johansen and Sir Adrian are employed by John Swire & Sons Limited and are also directors and shareholders of that company. Apart from this, they are not related to any Director, senior management or substantial or controlling shareholders of the Company.

PROCEDURE BY WHICH A POLL MAY BE DEMANDED

1. Under the Articles of Association of the Company, at any general meeting, on a show of hands every member present in person shall have one vote and on a poll every member present in person or by proxy shall have one vote for every fully paid up share of which he is the holder. A resolution put to the vote of a meeting shall be decided on a show of hands unless, before or on the declaration of the result of the show of hands or of the withdrawal of any other demand for a poll, a poll is duly demanded. Subject to the provisions of the Companies Ordinance, a poll may be demanded by:

(i) the chairman of the meeting; or

(ii) at least three members present in person or by proxy and are entitled to vote at the meeting; or

(iii) any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or

(iv) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

NOTICE OF MEETING

1. Notice of the annual general meeting is set out on pages 10 to 17 of this circular. Enclosed with this circular is a 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. 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.

3. Your Directors believe that the granting of the general mandates and the amendments to the Articles of Association 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.

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 31st March 2004, 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 31st March 2004 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 2003) 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.	No shares have been purchased by the Company in the previous six months (whether on the Stock Exchange or otherwise).
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 2003	36.70	5.65	30.60	5.00
April 2003	33.10	5.30	27.05	4.525
May 2003	34.80	5.35	30.10	4.925
June 2003	37.00	5.65	33.80	5.25
July 2003	36.50	5.80	33.90	5.40
August 2003	44.00	6.70	34.70	5.55
September 2003	47.60	7.25	42.00	6.55
October 2003	51.25	7.65	44.40	6.90
November 2003	48.30	7.65	42.90	7.00
December 2003	48.50	8.20	45.20	7.30
January 2004	57.25	9.65	47.90	8.05
February 2004	55.00	9.30	52.00	8.35

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 2004, will be held in the Elbrus Room at the Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on Thursday, 13th May 2004 at 11:30 a.m. to receive the report of the Directors and the audited accounts for the year ended 31st December 2003 and:

1. To declare final dividends.

2. To re-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 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.

Special Resolution

1. THAT the Articles of Association of the Company be and are hereby amended in the following manner:-

(a) By adding the following definition immediately after the definition of “these Articles” in Article 2(a):

“associates” has the meaning given in the Listing Rules;

(b) By adding the following definitions immediately after the definition of “dollars” in Article 2(a):

“electronic communication” shall mean a communication sent by electronic transmission in any form through any medium;

“entitled person” shall mean an “entitled person” as defined in section 2(1) of

the Ordinance;

(c) By adding the following definition immediately after the definition of “the Register” in Article 2(a):

“relevant financial documents” shall mean “relevant financial documents” as defined in section 2(1) of the Ordinance;

(d) By deleting the word “and” immediately after the definition of “the Stock Exchange” in Article 2(a) and adding the following definition immediately after the same definition:

“summary financial report” shall mean “summary financial report” as defined in section 2(1) of the Ordinance; and

(e) By deleting the definition of “in writing” and “written” in Article 2(a) in its entirety and substituting the following therefor:

“in writing” and “written” includes any method of representing or reproducing words in a legible and non-transitory form including by way of electronic communication.

(f) By adding the following paragraphs (g) and (h) after paragraph (f) in Article 2:

(g) References to a document being executed include references to its being executed (i) under hand or under seal or (ii) to the extent permitted by and in accordance with any applicable law, by electronic signature or any other method. References to a document include, to the extent permitted by and in accordance with applicable law, references to any information recorded in visible form whether having physical substance or not. References to an address include, in relation to electronic communications, any number or address used for the purposes of such communications.

(h) References to a “day” mean a period of 24 hours running from midnight to midnight. References to times (including in the previous sentence) are to Hong Kong time.

(g) By deleting the words “The Stock Exchange of Hong Kong Limited” in Article 7(a) and substituting therefor the words “the Stock Exchange”.

(h) By adding the following new Article immediately after Article 63 as Article 63A:

63A. If the Board considers that it is impractical or undesirable for any reason to hold a general meeting on the date or at the time or place specified in the notice calling the general meeting, it may postpone or move the general meeting to another date, time and/or place. The Board shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least one English language newspaper and one Chinese language newspaper in Hong Kong. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, the appointment of a proxy will be valid if it is received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting. The Board may also postpone or move the rearranged meeting under this Article.

(i) By adding the following new Article immediately after Article 81 as Article 81A:

81A. If any member is required under the Listing Rules to abstain from voting on any particular resolution or to vote only for or only against any particular resolution, any vote cast by or on behalf of such member in contravention of such requirement shall not be counted.

(j) By deleting the words “not less than seven nor more than twenty-eight days before the date appointed for the meeting” in Article 95 and substituting therefor the words “during a period of seven days commencing on and including the day after the despatch of the notice of the meeting”.

(k) By amending Article 116 as follows:

(a) by deleting the words “any such contract or arrangement or proposal in which he is materialy interested” and substituting therefor the words “any board resolution approving any contract or arrangement or proposed contract or arrangement in which he or any of his associates is materially interested” immediately after the words “in the quorum in respect of”;

(b) by deleting the word “proposal” in each of paragraphs (a) to (f) and substituting therefor the words “proposed contract or arrangement”;

(c) by adding the words “or any of his associates”:

(i) immediately after the words “for giving any Director” in paragraph (a);

(ii) immediately after the words “money lent by him” in paragraph (a);

(iii) immediately after the words “incurred or undertaken by him” in paragraph (a);

(iv) immediately after the words “for which the Director himself” in paragraph (b);

(v) immediately after the words “subscription or purchase where the Director” in paragraph (c);

(vi) immediately before the words “is interested only as an officer” in paragraph (d);

(vii) immediately before the words “is interested, directly or indirectly, as a holder of shares” in paragraph (e); and

(viii) immediately after the words “any employees’ share scheme under which the Director” in paragraph (f);

(d) by deleting the words “the interest of such Director (together with any of his associates, as defined in the rules for the time being of The Stock Exchange of Hong Kong Limited)” and substituting therefor the words “the aggregate interest of such Director and his associates” in paragraph (e); and

(e) by deleting the words “equal to or” immediately before the words “less than five per cent. of such issued shares” in paragraph (e).

(l) By adding in Article 123 after the words “two Directors shall constitute a quorum.”

the following:

A Director shall be deemed to be present in person at a meeting and will be entitled to vote and be counted in the quorum if he participates by telephone or any communication equipment or electronic means which allows all persons participating in the meeting to speak to and hear each other. Such meeting will be treated as taking place where most of the participants are or where the chairman of the meeting is if no more than one participant is in each place or if there are two or more places where most of the participants are.

(m) By deleting Article 165 in its entirety and substituting therefor the following Article:

1. (a) The Board shall from time to time in accordance with the provisions of the Ordinance cause to be prepared and laid before the Company at its annual general meeting the relevant financial documents.

(b) The Company shall, subject to paragraph (c) below, send to every entitled person a copy of the relevant financial documents or (subject to compliance with applicable law) of the summary financial report, in each case not less than twenty one days before the date of the general meeting before which the relevant financial documents shall be laid.

(c) Where, in accordance with applicable law, any entitled person (in this paragraph a “Consenting Person”) has agreed or is deemed to have agreed to treat the publication of any relevant financial documents and/or any summary financial report (as the case may be) on a computer network (including the Company’s website) or the publication or distribution of any relevant financial documents and/or any summary financial report (as the case may be) in any other manner, including by way of any other form of electronic communication, as discharging the Company’s obligation under paragraph (b) to send a copy of the relevant financial documents and/or the summary financial report (as the case may be) to such person, then the publication by the Company on a computer network (including the Company’s website) of the relevant financial documents and/or the summary financial report (as the case may be) not less than twenty one days before the date of the relevant general meeting or the publication or distribution by the Company of the relevant financial documents and/or the summary financial report (as the case may be) in such other manner for such period or on or before such date as is permitted under applicable law shall, in relation to that Consenting Person, be deemed to discharge the Company’s obligations under paragraph (b).

(n) By deleting Article 167 in its entirety and substituting therefor the following Article:

1. Any notice or document to be given or issued by or on behalf of the Company to any entitled person under these Articles or any laws, rules or regulations (including any “corporate communication” within the meaning ascribed thereto in the Listing Rules) shall be in writing and may, subject to and to the extent permitted by and in accordance with applicable law, be served on or sent or delivered to any member or other entitled person by the Company:

(i) personally;

(ii) by sending it through the post in a properly prepaid letter, envelope or wrapper addressed to a member at his registered address as appearing in the register (or in the case of any other entitled person, to such address as he may provide to the Company for that purpose);

(iii) by delivering it to or leaving it at such address as aforesaid;

(iv) by publishing it by way of advertisement in one or more newspapers;

(v) by sending it as an electronic communication to the entitled person concerned at such address as he may provide to the Company in writing for that purpose;

(vi) by publishing it on a computer network (including the Company’s website); or

(vii) by any other means authorised in writing by the entitled person concerned.

(o) By deleting Article 169 in its entirety and substituting therefor the following Article:

1. Any notice or document (including any “corporate communication” within the meaning ascribed thereto in the Listing Rules) given or issued by or on behalf of the Company:

(a) if sent by post, shall be deemed to have been served or delivered on the day following that on which the envelope or wrapper containing the same was put in the post, and in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post with the postage prepaid (airmail if posted from Hong Kong to an address outside Hong Kong);

(b) if not sent by post but left by the Company at the registered address of a member or at the address (other than an address for the purposes of electronic communications) notified to the Company in accordance with these Articles by an entitled person not being a member, shall be deemed to have been served or delivered on the day it was so left;

(c) if sent as an electronic communication, shall be deemed to have been served on the day following that on which it was sent and proof that the address provided by the entitled person concerned to the Company in writing for the purposes of electronic communications was used for sending the electronic communication containing the notice or document shall be conclusive evidence that the notice or document was served or delivered;

(d) if published on a computer network (including the Company’s website), shall be deemed to have been served on the day on which the notice of such publication is served on or delivered to the entitled person concerned or where no notice of such publication is required by law to be served on or delivered to the entitled person concerned, the day on which the notice or document first appears on the computer network concerned; and

(e) if served, sent or delivered by any other means authorised in writing by the entitled person concerned, shall be deemed to have been served, received, or delivered when the Company has carried out the action it has been authorised to take for that purpose.

(p) By deleting Article 171 in its entirety and substituting therefor the following Article:

1. A notice or document may be given by or on behalf of the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a member in such manner as provided in Article 167 in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

(q) By deleting the words “by post to, or left at the registered address of, any member, in pursuance of these Articles,” in the first line of Article 172 and substituting therefor the words “to any member in such manner as provided in Article 167”.

(r) By deleting Article 174 in its entirety and substituting therefor the following Article:

1. (a) The signature to any notice or document by the Company may be written, printed or, to the extent permitted by and in accordance with applicable law, made electronically.

(b) To the extent permitted by and in accordance with applicable law, any notice or document, including but not limited to the documents referred to in Article 165 and any “corporate communication” within the meaning ascribed thereto in the Listing Rules, may be given by the Company in the English language only, in the Chinese language only or in both the English language and the Chinese language.

(s) By deleting Article 175 in its entirety.

By order of the Board

Margaret Yu

Secretary

Hong Kong, 13th April 2004

Notes:

1. 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.

2. 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.

3. If approved, the final dividends are expected to be paid to shareholders on Tuesday, 1st June 2004.

4. The registers of shareholders will be closed from 10th to 13th May 2004, both days inclusive.

To rank for the final dividends, all transfers should be lodged with the Company’s Registrars, Computershare Hong Kong Investor Services Limited, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:00 p.m. on Friday, 7th May 2004.

1. The Directors retiring are P.A. Johansen and Sir Adrian Swire and separate resolutions will be proposed for their re-election.

2. Copies of the existing Articles of Association and the Articles of Association incorporating the proposed amendments are available for inspection at the registered office of the Company, 35th Floor, Two Pacific Place, 88 Queensway, Hong Kong, during normal business hours, i.e. 9 a.m. to 5 p.m. on Monday to Friday (public holidays excepted) up to and including 13th May 2004.

3. The Chairman intends to direct that each of the resolutions set out in this notice be voted on by poll.

4. The translation into Chinese language of this notice (including the Special Resolution which contains the proposed new Articles) is for reference only. In case of any inconsistency, the English version shall prevail.

5. Please note that refreshments will not be served at the annual general meeting.