RBI HOLDINGS LIMITED

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold all your securities in RBI Holdings Limited, 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. 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. RBI HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code:566) AMENDMENTS TO THE BYE-LAWS AND GENERAL MANDATES TO REPURCHASE ITS OWN SHARES AND TO ISSUE NEW SHARES BY THE COMPANY AND RE-ELECTION OF DIRECTORS A notice convening an annual general meeting of RBI Holdings Limited to be held at 7/F, Tower 1, South Seas Centre, 75 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Friday, 21 May 2004 at 5:30 p.m. is set out on pages 12 to 19 of this circular. Whether or not you are able to attend the annual general meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company s Share Registrar in Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish. 26 April 2004

2 DEFINITIONS In this circular, unless the context requires otherwise, the following expressions have the following meanings: Annual General Meeting the annual general meeting of the Company to be held at 7/F, Tower 1, South Seas Centre, 75 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Friday, 21 May 2004 at 5:30 p.m., notice of which was set out in this circular Bye-laws existing bye-laws of the Company adopted on 21 December 1995 Company Directors Latest Practicable Date Listing Rules Registrar Share(s) Shareholders Stock Exchange SFO RBI Holdings Limited, a company incorporated in Bermuda with limited liability, the securities of which are listed on the Stock Exchange the directors of the Company 22 April 2004, being the latest practicable date for ascertaining certain information referred to in this circular prior to the printing of this circular the Rules Governing the Listing of Securities on the Stock Exchange Tengis Limited of G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, the Company s Share Registrar in Hong Kong share(s) of HK$0.10 each in the share capital of the Company holders of Shares The Stock Exchange of Hong Kong Limited the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong 1

3 LETTER FROM THE BOARD RBI HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) Executive Directors: Registered office: Yip Yun Kuen (Chairman) Clarendon House Yip Yun Tim Church Street Chan Shun Po Hamilton HM 11 Chan Hon Biu, Alvin Bermuda Shiu Chun Yuen Principal place of business: Non-executive Directors: 7/F, Tower 1, Chan Pik Ha South Seas Centre, 75 Mody Road Xin Shu Lin Tsimshatsui East, Kowloon Yeung Wai Kin Hong Kong Independent Non-executive Directors: Man Mo Leung Yap Alfred Donald 26 April 2004 To the Shareholders Dear Sir or Madam, AMENDMENTS TO THE BYE-LAWS AND GENERAL MANDATES TO REPURCHASE ITS OWN SHARES AND TO ISSUE NEW SHARES BY THE COMPANY AND RE-ELECTION OF DIRECTORS The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the Annual General Meeting regarding (i) the amendments to the Bye-laws; (ii) the general mandates to repurchase the Company s own fully-paid up Shares and to issue new Shares and (iii) the re-election of directors. 2

4 LETTER FROM THE BOARD I. PROPOSED AMENDMENTS TO THE BYE-LAWS The Stock Exchange has announced amendments to the Listing Rules which include, among other things, amendments to Appendix 3 of the Listing Rules that came into effect on 31 March Such amendments to Appendix 3 of the Listing Rules require a listed issuer s articles of association/bye-laws to conform with certain provisions. The Directors therefore propose to amend the Bye-laws to ensure compliance with the amended provisions of the Listing Rules in the following aspects: (i) (ii) (iii) Bye-law 66 of the Bye-laws will be amended to the effect that where the Company has knowledge that any Shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted and that a resolution put to the vote of a general meeting shall be decided on a show of hands unless a poll is demanded or otherwise required by the Listing Rules; Bye-law 88 of the Bye-laws will be amended to the effect that the minimum length of the period during which the notice of intention to propose a person for election as a Director and the notice by such person of his willingness to be elected are given shall be at least 7 days and that the period for lodgement of the aforesaid notices shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting; and Bye-law 103 of the Bye-laws will be amended to the effect that a Director shall not vote on any board resolution approving any contract or arrangement or any other proposal in which he or any of his associates (as defined in the Listing Rules) has a material interest nor shall he be counted in the quorum present at such board meeting (subject to certain exceptions acceptable to the Stock Exchange, the details of which are included in the proposed special resolution no.5 in the notice convening the Annual General Meeting as set out on pages 12 to 19 of the circular). With the repeal of the Securities and Futures (Clearing Houses) Ordinance and the enactment of the SFO on 1 April 2003, it is also proposed to delete from the definition of clearing house under Bye-law 1 reference to the Securities and Futures (Clearing Houses) Ordinance. In addition to the above, Bye-law 9 shall be amended by inserting the provisions in relation to redeemable shares in order to clearly conform to Appendix 3(8) of the Listing Rules. 3

5 LETTER FROM THE BOARD The proposed amendments to the Bye-laws are stated in the proposed special resolution no. 5 in the notice convening the Annual General Meeting as set out on pages 12 to 19 of this circular. A copy of the Bye-laws will be available for inspection at the Company s principal place of business in Hong Kong at 7/F, Tower 1, South Seas Centre, 75 Mody Road, Tsimshatsui East, Kowloon, Hong Kong during normal business hours from the date hereof up to and including the date of the Annual General Meeting. II. BUYBACK AND ISSUANCE MANDATES On 23 May 2003, general mandates were given to the Directors to exercise the powers of the Company to repurchase Shares of the Company and to issue new Shares of the Company respectively. Such mandates will lapse at the conclusion of the Annual General Meeting. Ordinary resolutions will be proposed at the Annual General Meeting to approve the grant of new general mandates to the Directors: (a) (b) (c) Ordinary Resolution No. 6: to purchase Shares of the Company on the Stock Exchange of an aggregate nominal amount of up to 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the Annual General Meeting (the Buyback Mandate ); Ordinary Resolution No. 7: to allot, issue or deal in Shares or securities convertible into Shares, options, warrants or similar rights to subscribe for any Shares (other than by way of rights or pursuant to a share option scheme for employees or directors of the Company and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangement or upon the exercise of rights of subscription or conversion under the terms of any securities or bonds convertible into Shares) and to make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate nominal amount of up to 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the Annual General Meeting (the Issuance Mandate ); and Ordinary Resolution No. 8: to extend the Issuance Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate. The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in the ordinary resolutions Nos. 6 and 7 set out in the notice of the Annual General Meeting. 4

6 LETTER FROM THE BOARD Shareholders should refer to the Explanatory Statement contained in Appendix A of this circular which sets out further information in relation to the proposed Buyback Mandate. III. ANNUAL GENERAL MEETING The notice of the Annual General Meeting is set out on pages 12 to 19 of this circular. At the Annual General Meeting, resolutions will be proposed to approve the amendments to the Bye-laws, the Issuance Mandate, the Buyback Mandate and the mandate to issue and allot new Shares up to the number of Shares repurchased pursuant to the Buyback Mandate. A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Registrar not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the proxy form will not preclude you from attending and voting at the aforesaid meeting if you so wish. IV. RECOMMENDATION The Directors are of the opinion that the proposed amendments to the Bye-laws, the grant of the Buyback Mandate, the Issuance Mandate and the mandate to issue and allot new Shares up to the number of Shares repurchased pursuant to the Buyback Mandate are all in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting on the terms set out in the notice of that meeting. Mr Chan Shun Po shall abstain from voting on the resolution regarding the re-election of himself as director. V. GENERAL INFORMATION Your attention is also drawn to the additional information set out in the Appendix A (Explanatory Statement on the Buyback Mandate), Appendix B (Procedures by which Shareholders may demand a poll at a general meeting pursuant to the Bye-laws) and Appendix C (Details of Directors proposed to be re-elected at Annual General Meeting) to this circular. Yours faithfully On behalf of the Board RBI Holdings Limited Yip Yun Kuen Chairman 5

7 APPENDIX A EXPLANATORY STATEMENT ON THE BUYBACK MANDATE The following is the explanatory statement required to be sent to Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Buyback Mandate to be proposed at the Annual General Meeting. 1. SHARE CAPITAL As at the Latest Practicable Date, the issued share capital of the Company was HK$37,171, comprising of 371,712,782 Shares of HK$0.10 each. Subject to the passing of Ordinary Resolution No. 6 set out in the notice of the Annual General Meeting and on the basis that no Shares are issued or repurchased by the Company prior to the Annual General Meeting. Exercise in full of the Buyback Mandate could accordingly result in up to 37,171,278 fully paid up Shares being repurchased by the Company during the period in which the Buyback Mandate remains in force. 2. REASONS FOR SHARE BUYBACK The Directors believe that the proposed Buyback Mandate is in the interests of the Company and its Shareholders. Repurchases may, depending on market conditions and funding arrangements at the time, result in an enhancement of the net assets and/or earnings per Share. The Directors are seeking the grant of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number 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. FUNDING OF REPURCHASES The Directors propose that repurchases of shares under the Repurchase Proposal in these circumstances would be financed from the Company s distributable profits. There might be material adverse impact on the working capital or gearing position of the Company (as compared with the financial position disclosed in its latest published audited financial statements for the year ended 31 December 2003) in the event that the share repurchases pursuant to the Buyback Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Buyback Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company unless the Directors consider that such purchases are in the best interests of the Company. 6

8 APPENDIX A EXPLANATORY STATEMENT ON THE BUYBACK MANDATE 4. MARKET PRICES During each of the previous 12 months, the highest and lowest traded prices for Shares of the Company on the Stock Exchange were as follows: Highest HK$ Lowest HK$ 2003 April May June July August September October November December January February March GENERAL None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company in the event that the Buyback Mandate is approved by the Shareholders. No connected person has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to sell any of the Shares held by them to the Company in the event that the Buyback Mandate is granted. The Directors have undertaken to the Stock Exchange to exercise the Buyback Mandate in accordance with the Listing Rules and the applicable laws of Bermuda. If, on the exercise of the power to repurchase Shares pursuant to the Buyback Mandate, a Shareholder s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of The Hong Kong Code on Takeovers and Mergers (the Takeovers Code ). Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. 7

9 APPENDIX A EXPLANATORY STATEMENT ON THE BUYBACK MANDATE As at the Latest Practicable Date, Mr Yip Yun Kuen and his associates beneficially held in aggregate 171,224,820 Shares, representing approximately 46.06% of the issued Shares of the Company. On the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, in the event that the Directors exercise in full the power to repurchase Shares of the Company in accordance with the terms of the ordinary resolution to be proposed at the Annual General Meeting, the interests of Mr Yip Yun Kuen and his associates would be increased to 51.18% approximately. The Directors will not make repurchase of Shares if the result of the repurchase would be that less than 25% of the issued share capital of the Company would be in public hands. The Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Buyback Mandate. SHARES PURCHASES MADE BY THE COMPANY During the previous 6 months, shares repurchased by the Company on The Stock Exchange were as follows: Number of shares Purchase price Total purchase price Highest Lowest HK$ HK$ 2003 October 308, ,000 December 50, ,500 Except as set out in the above, neither the Company nor any of its subsidiaries had repurchased, sold or redeemed any of the Company s securities during the previous 6 months. 8

10 APPENDIX B PROCEDURES BY WHICH SHAREHOLDERS MAY DEMAND A POLL AT GENERAL MEETING PURSUANT TO THE BYE-LAWS The following is setting out the procedures by which the Shareholders may demand a poll at the Annual General Meeting. According to Bye-law 66 of the Bye-laws of the Company, a resolution put to the vote of any general meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded by: (a) (b) (c) (d) the Chairman of the meeting; or at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right. 9

11 APPENDIX C DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING Stated below are the details of the following directors who will retire and offer themselves for re-election at the Annual General Meeting according to the Bye-laws of the Company: (1) CHAN SHUN PO, AGED 39, AN EXECUTIVE DIRECTOR Mr Chan joined the Group in 1987 and has been a director of the Company since 1996, Mr Chan is responsible for sales and marketing in the North American market, Mr Chan holds a bachelor degree in Business Studies from the City University of Hong Kong. He has over 15 years experience in the toy industry. Mr Chan does not have any relationship with any other Directors, Senior Management or substantial shareholders of the Company. As at the Latest Practicable Date, Mr. Chan was deemed to be interested in 4,720,320 Shares and had an option to subscribe for 300,000 Shares of the Company within the meaning of Part XV of the SFO. There is no service contract between the Company and Mr Chan. His emoluments are determined by reference to the Company s performance. (2) YEUNG WAI KIN, AGED 42, A NON-EXECUTIVE DIRECTOR Mr Yeung is the Chief Financial Officer of First Shanghai Investments Limited. Mr Yeung has over 19 years experience in auditing, finance and management positions. Mr Yeung possesses professional membership of the Association of Chartered Certified Accountants, the Hong Kong Society of Accountants and the Taxation Institute of Hong Kong. He has a bachelor s degree in law from Peking University. Mr Yeung does not have any relationship with any other Directors, Senior Management or substantial shareholders of the Company. As at the Latest Practicable Date, Mr. Yeung was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO. There is no service contract between the Company and Mr Yeung. The annual total emoluments of Mr Yeung is HK$100,000 by reference to the Company s standard scale of emoluments for non-executive directors. 10

12 APPENDIX C DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING (3) YAP ALFRED DONALD, J.P., AGED 65, AN INDEPENDENT NON-EXECUTIVE DIRECTOR Mr Yap was appointed to the Board on 1 January Mr Yap is presently a consultant of Messrs. Donal Yap, Cheng & Kong Solicitors. He is a past president of The Law Society of Hong Kong and of The Law Association for Asia and the Pacific (LAWASIA). He has served and presently still serves on various public and community bodies. Mr Yap does not have any relationship with any other Directors, Senior Management or substantial shareholders of the Company. As at the Latest Practicable Date, Mr. Yap was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO. There is no service contract between the Company and Mr Yap. The annual total emoluments director s fee of Mr Yap is HK$100,000 by reference to the Company s standard scale of emoluments for non-executive directors. There is no other matters in relation to the above directors proposed to be re-elected that need to be brought to the attention of the Shareholders of the Company. 11

13 NOTICE OF ANNUAL GENERAL MEETING RBI HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 566) NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of the shareholders of RBI Holdings Limited (the Company ) will be held at 7/F, Tower 1, South Seas Centre, 75 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Friday, 21 May 2004 at 5:30 p.m. for the following purposes: 1. To receive and consider the Audited Consolidated Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31 December 2003; 2. To declare a final dividend of Hong Kong 10 cents and a special cash dividend of Hong Kong 5 cents per share; 3. To re-elect Directors and to authorise the Board of Directors to fix the Directors remuneration; 4. To consider the appointment of Auditors and to authorise the Board of Directors to fix their remuneration; 5. To consider as special business and, if thought fit, pass the following resolution as a Special Resolution: THAT the Bye-Laws of the Company be and are hereby amended in the following respects: (A) By inserting the definition of associates in Bye-law 1 immediately after the definition of Act as follows: associates shall have the meaning attributed to it by the rules of the Designated Stock Exchange. (B) By adding the following at the end of the existing Bye-law 9: 9. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases. If purchases are by tender, tenders shall be available to all Members alike. 12

14 NOTICE OF ANNUAL GENERAL MEETING (C) By deleting the existing Bye-law 66. in its entirety and inserting the following new Bye-law 66.: 66. (1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Byelaws, at any general meeting on a show of hands every Member present in person (or being a corporation, is present by a representative duly authorized under Section 78 of the Act), or by proxy shall have one vote and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorized representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is required by the listing rules of the Designated Stock Exchange or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is otherwise demanded by: (a) (b) (c) (d) the chairman of such meeting; or at least three Members present in person (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or a Member or Members present in person (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy and representing not less than onetenth of the total voting rights of all Members having the right to vote at the meeting; or a Member or Members present in person (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than onetenth of the total sum paid up on all shares conferring that right. 13

15 NOTICE OF ANNUAL GENERAL MEETING (2) Where any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted. ; (D) by deleting Bye-law 88. in its entirety and replacing it with the following: 88. No person other than a retiring Director shall, unless recommended by the Board, be eligible for election to the office of Director at any general meeting unless during a period of not less than seven days commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than seven days prior to the date appointed for the meeting, there has been given to the Secretary notice in writing by a member of the Company (not being the person to be proposed), entitled to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected. (E) by deleting Bye-law 103. in its entirety and replacing it with the following: 103.(1) A Director shall not be entitled to vote on (nor shall be counted in the quorum in relation to) any resolution of the Board in respect of any contract or arrangement or any other proposal whatsoever in which he or any of his associates has any material interest, and if he shall do so his vote shall not be counted (nor is he to be counted in the quorum for the resolution), but this prohibition shall not apply to any of the following matters, namely: (a) the giving of any security or indemnity either: (i) (ii) to the Director or his associates in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associates has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security; 14

16 NOTICE OF ANNUAL GENERAL MEETING (b) (c) (d) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associates is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer; any proposal concerning any other company in which the Director or his associates is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the director or his associates is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in 5% or more of the issued shares of any class of such company (or of any third company through which the interest of the Director or his associates is derived) or of the voting rights; any proposal or arrangement concerning the benefit of employees of the Company or any of its subsidiaries including: (i) (ii) the adoption, modification or operation of any employees share scheme or any share incentive scheme or share option scheme under which the Director or his associates may benefit; or the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to the Directors, their associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his associates as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and (e) any contract or arrangement in which the Director or his associates is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company. 15

17 NOTICE OF ANNUAL GENERAL MEETING (2) A company shall be deemed to be a company in which a Director and/or his associates has/have an interest of 5% or more if and so long as (but only if and so long as) he and/or his associates (either directly or indirectly) is/are the holders of or beneficially interested in 5% or more of the issued shares of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associates as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of Director and/or his associates is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof and any shares comprised in an authorised unit trust scheme in which the Director and/or his associates is/are interested only as a unit holder. (3) Where a company in which a Director and/or his associates has/have an interest of 5% or more is materially interested in a transaction, then that Director and/or his associates shall also be deemed materially interested in such transaction. (4) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director or any of his associates or the significance of a contract, arrangement or transaction or proposed contract, arrangement or transaction or as to the entitlement of any Director to vote or form part of a quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting (or, where the question relates to the interest of the chairman, to the other Directors at the meeting) and his ruling (or, as appropriate, the ruling of the other Directors) in relation to any other Director (or, as appropriate, the chairman) shall be final and conclusive except in a case where the nature or extent of the interests of the Director (or, as appropriate, the chairman) or any of his associates concerned as known to such Director (or, as appropriate, the chairman) has not been fairly disclosed to the Board. ; 16

18 NOTICE OF ANNUAL GENERAL MEETING 6. To consider as special business and, if thought fit, pass with or without modification the following resolution as an ordinary resolution: THAT: (a) (b) (c) (d) Subject to paragraphs (b) and (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the Stock Exchange ) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or requirements of the Stock Exchange or any other stock exchange as amended from time to time, be and the same is hereby generally and unconditionally approved; the approval in paragraph (a) of this resolution shall, in addition to any other authorisation given to the Directors, authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its own shares at a price to be determined by the Directors; the aggregate nominal amount of the issued shares of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and for the purposes of this resolution: Relevant Period means the period from the passing of this resolution until whichever is the earlier of: (i) (ii) (iii) the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual general meeting of the Company is required by law or its Bye-laws to be held; or the revocation or variation of the authority granted under this resolution by an ordinary resolution of the shareholders of the Company in general meetings ; 17

19 NOTICE OF ANNUAL GENERAL MEETING 7. To consider as special business and, if thought fit, pass with or without modification the following resolution as an ordinary resolution: THAT: (a) (b) (c) (d) subject to paragraphs (b) and (c) below and without prejudice to the resolution numbered 6(c) set out in the notice of this Meeting, the exercise by the directors of the Company (the Directors ) during the Relevant Period (as defined in resolution numbered 6(d) set out in the notice of this Meeting) of all the powers of the Company to allot, issue and deal with shares in the capital of the Company or securities convertible into shares or options, warrants or similar rights to subscribe for any shares in the Company and to make or grant offers, agreements and options which might require the exercise of such power, be and is hereby generally and unconditionally approved; the approval in paragraph (a) above shall, in addition to any other authorisation given to the Directors, authorise the Directors during the Relevant Period to make or grant offers, agreements or options (including warrants or similar rights to subscribe for any shares in the Company) which might require the exercise of such power after the end of the Relevant Period; the aggregate nominal amount of securities allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval given in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) the exercise of the rights of subscription or conversion under the terms of any securities or bonds which are convertible into any shares in the capital of the Company; (iii) any options granted or issue of shares under any share option scheme or similar arrangement for the time being adopted by the Company, or (iv) any scrip dividend schemes or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the Bye-laws of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and for the purposes of this resolution: Rights Issue means an offer of shares open for a period fixed by the Directors to holders of shares on the Register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong) ; and 18

20 NOTICE OF ANNUAL GENERAL MEETING 8. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution: THAT conditional upon the passing of the resolutions numbered 6 and 7 set out in the notice of this Meeting, the aggregate nominal amount of the shares in the Company which are repurchased by the Company pursuant to and in accordance with the said resolution numbered 6 shall be added to the aggregate nominal amount of the shares in the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally by the directors of the Company pursuant to and in accordance with the said resolution numbered 7. On behalf of the Board Yip Yun Kuen Chairman Hong Kong, 26 April 2004 Notes: (a) (b) (c) The Register of Members of the Company will be closed from Tuesday, 18 May 2004 to Friday, 21 May 2004 (both days inclusive), during which period no transfer of shares can be registered. In order to qualify for attending the above meeting, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company s Share Registrar in Hong Kong, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Monday, 17 May A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him on his behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company s Share Registrar in Hong Kong, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting. 19