1
COMPUTER AND TECHNOLOGIES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)
(Stock Code: 46)
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2007 Annual General Meeting of the Company will be held at 30th Floor, Prosperity Millennia Plaza, 663
King’s Road, North Point, Hong Kong on Friday, 25 May 2007 at 10:00 a.m. for the following purposes:
1. To receive and consider the audited financial statements and the reports of the directors and of the auditors for the year ended 31 December 2006;
2. To declare final dividend;
3. (a) To re-elect Mr. Ma Mok Hoi as director;
(b) To re-elect Dr. Lee Kwok On, Matthew as director; and
(c) To authorise the board to fix the directors’ remuneration and to set a maximum number of directors.
4. To re-appoint Messrs Ernst & Young as auditors and to authorise the board to fix their remuneration;
5. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:
“THAT
(a) the exercise by the directors during the Relevant Period of all the powers of the Company to purchase its shares, subject to and in accordance
with the applicable laws, be and is hereby generally and unconditionally approved;
(b) the total nominal amount of the shares to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total
nominal amount of the share capital of the Company in issue on the date 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 revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in a general meeting;
and
(iii) 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 laws of Bermuda to be held.”;
6. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:
“THAT
(a) the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and dispose of
additional shares of the Company and to make or grant offers, agreements and options which would or might require shares to be allotted,
issued or disposed of during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved, provided that,
otherwise than pursuant to a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of
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, or the requirements of any recognised regulatory body or any
stock exchange in any territory outside Hong Kong) or 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, the total
nominal amount of additional shares issued, allotted, disposed of or agreed conditionally or unconditionally to be issued, allotted or disposed
of (whether pursuant to an option or otherwise) shall not in total exceed 20% of the total nominal amount of the share capital of the Company
in issue on the date of this Resolution and the said approval shall be limited accordingly; and
(b) 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 revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in a general meeting;
and
(iii) 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 laws of Bermuda to be held.”; and
7. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:
“THAT the general mandate granted to the directors of the Company pursuant to Resolution 6 above and for the time being in force to exercise the
powers of the Company to issue, allot or dispose of additional shares and to make or grant offers, agreements and options which might require the
exercise of such powers be and is hereby extended by the total nominal amount of shares in the capital of the Company repurchased by the
Company since the granting of such general mandate referred to in the above Resolution 5 pursuant to the exercise by the directors of the Company
of the powers of the Company to purchase such shares, provided that such amount shall not exceed 10% of the total nominal amount of the share
capital of the Company in issue on the date of this Resolution.”.
On Behalf of the Board
Ng Cheung Shing
Chairman
Hong Kong, 30 April 2007
Notes:
1. The Register of Members of the Company will be closed from Monday, 21 May 2007 to Friday, 25 May 2007 (both days inclusive) during which period no transfer of shares
will be registered. In order to attend the Annual General Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s
Share Registrar in Hong Kong, Tengis Limited, 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 18 May 2007.
2. A Member entitled to attend and vote at the Meeting 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. 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.
3. 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, 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before
the time appointed for holding the Meeting.
Please also refer to the published version of this announcement in The Standard.