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NOTICE IS HEREBY GIVEN that the 2000 Annual General Meeting of shareholders of the Company will be held at Mandarin Oriental Hotel, 4th Floor, Kublai Khan Room, 5 Connaught Road Central, Hong Kong on 1st September, 2000 at 3:30 p.m. for the following purposes:
1. To receive and consider the audited Financial Statements and the Reports of the Directors and Auditors of the Company for the year ended 31st March, 2000.
2. To approve and declare a final dividend for the year ended 31st March, 2000;
3. To determine a maximum number of Directors for the time being, re-elect and appoint Directors and authorise the Board of Directors to fix the remuneration of Directors and appoint additional Directors.
4. To re-appoint Auditors and authorise the Board of Directors to fix their remuneration.
5. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution.
"THAT conditionally upon the listing of and permission to deal in such shares to be issued by the Company pursuant to this resolution on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") having been or being granted by the Listing Committee of the Stock Exchange:
(a) upon the recommendation of the Directors of the Company, it is desirable that such part of the amount standing to the credit of the share premium account of the Company as would be required to be applied in paying up in full at par shares of HK$0.10 each in the capital of the Company, such shares to be allotted and distributed (subject as referred to in paragraph (c) below) credited as fully paid among the persons who were registered as holders of the existing issued shares in the capital of the Company on 1st September, 2000 in the proportion of one new share(s) for every four existing shares held, be capitalised and applied in such manner and the Directors of the Company be and they are hereby authorised to allot and issue such issues;
(b) such shares shall not rank for the final dividend for the year ended 31st March, 2000 but shall, subject to the Memorandum of Association and Bye-laws of the Company, rank pari passu in all other respects with the existing issued shares of HK$0.10 each in the capital of the Company;
(c) no fractional shares shall be allotted and distributed as aforesaid, but shares representing fractional entitlements shall be aggregated and sold for the benefit of the Company; and
(d) the Directors of the Company be authorised to do all acts and things as may be necessary and expedient in connection with the bonus issue of new shares referred to in paragraph (a) of this resolution including but not limited to determining the amount to be capitalised out of the shares premium account and the number of unissued shares to be allotted and distributed in the manner referred to in paragraph (a) of this Resolution as a result of the issue of additional shares upon exercise of the share options before 1st September, 2000.
6. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution.
"THAT:
(A) subject to paragraph (C) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of 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;
(B) the approval in paragraph (A) above shall authorize the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
(C) the aggregate nominal amount of share capital to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (A) above, otherwise than pursuant to (i) a Right Issue (as hereinafter defined), or (ii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, or (iii) an issue of shares as scrip dividends pursuant to the Bye-laws of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution, and the said approval shall be limited accordingly; and
(D) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier 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 Bye-laws of the Company or the Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held; or
(iii) the date on which the authority given under this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and
"Right Issue" means an offer of shares open for a period fixed by the Directors of the Company to holders of shares whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized body or any stock exchange in any territory applicable to the Company)."
7. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution.
"THAT:
(A) subject to paragraph (B) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other exchange on which the shares in 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 the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(B) the aggregate nominal amount of shares in the Company which the Company is authorized to repurchase pursuant to the approval in paragraph (A) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution, and the said approval shall be limited accordingly; and
(C) for the purpose of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier 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 the Bye-laws of the Company or The Companies Act 1981 of Bermuda (as amended) or any other applicable law of Bermuda to be held; and
(iii) the date on which the authority given under this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."
8. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution.
"THAT subject to the passing of Resolution No 7 set out in the notice convening this meeting, the general unconditional mandate granted to the Directors of the Company to exercise the powers of the Company to allot shares referred to in Resolution No 6 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No 7 set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution."
By order of the Board
Wai Lung Shing
Company Secretary
Hong Kong, 30th June, 2000
Notes:
1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.
2. In order to be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the head office of the Company at 1st Floor, Cheung Kong Electronic Building, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.
3. The Register of Members of the Company will be closed from 28th August, 2000 to 1st September, 2000, both days inclusive during which period no share transfer will be effected.
4. In order to qualify for the proposed dividends, all share certificates accompanied by the completed transfer forms either overleaf or separate or Standard Transfer Form, must be lodged with the Hong Kong Branch Registrars of the Company, Central Registration Hong Kong Limited of 17th Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:00 p.m. on 25th August, 2000.
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