THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should
consult your licensed securities dealer, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold all your shares in DENWAY MOTORS LIMITED, you should at once hand this
circular, the 2006 annual report and the accompanying proxy form to the purchaser or to the bank,
licensed securities dealer or other agent through whom the sale was effected for transmission to the
purchaser.

DENWAY MOTORS LIMITED

(Incorporated in Hong Kong with limited liability)
(Stock Code: 203)
PROPOSALS INVOLVING
GENERAL MANDATES TO REPURCHASE SHARES
AND TO ISSUE SHARES
RE-ELECTION OF RETIRING DIRECTORS
AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening an annual general meeting of Denway Motors Limited to be held at Salon I-III,
Level 3, JW Marriott Hotel (Hong Kong), Pacific Place, 88 Queensway, Hong Kong on Wednesday, 6
June 2007 at 3:00 p.m. together with the proxy form for use at the annual general meeting are contained
in this circular. Shareholders are advised to read the notice and to complete and return the proxy form for
use at the annual general meeting enclosed with this circular in accordance with the instructions printed
thereon and return the same to the Company’s Registrars, Abacus Share Registrars Limited, 26th Floor,
Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time
appointed for holding the annual general meeting or adjournment thereof (as the case may be). Completion
of the proxy form will not preclude the shareholders from attending and voting at the meeting if they so
wish.
Hong Kong, 23 April 2007

DEFINITIONS
- 1 -

In this circular, the following expressions have the following meanings unless the context requires
otherwise:
“AGM” the annual general meeting of the Company to be held at Salon
I-III, Level 3, JW Marriott Hotel (Hong Kong), Pacific Place, 88
Queensway, Hong Kong on Wednesday, 6 June 2007 at 3:00 p.m.,
notice of which is contained in this circular
“AGM Notice” the notice dated 23 April 2007 convening the AGM as set out on
pages 12 to 15 of this circular
“Articles of Association” the articles of association of the Company
“Board” the board of Directors of the Company
“Company” Denway Motors Limited, a company incorporated in Hong Kong
with limited liability under the Companies Ordinance, the shares
of which are listed on the Main Board of the Stock Exchange
“Directors” the directors of the Company
“Latest Practicable Date” 18 April 2007, being the latest practicable date prior to the printing
of this circular for ascertaining certain information contained in
this circular
“Listing Rules” the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
“Repurchase Proposal” the proposal to give a general mandate to the Directors to exercise
the powers of the Company to repurchase during the period as set
out in the Repurchase Resolution Shares up to a maximum of
10% of the issued share capital of the Company at the date of the
Repurchase Resolution
“Repurchase Resolution” the proposed ordinary resolution as referred to in item 5 of the
AGM Notice
“Share(s)” share(s) of HK$0.10 each in the share capital of the Company
“Shareholder(s)” holder(s) of Share(s)
“Share Repurchase Rules” the relevant rules set out in the Listing Rules to regulate the
repurchase by companies with primary listing on the Stock
Exchange of their own securities on the Stock Exchange

DEFINITIONS
- 2 -

“Stock Exchange” ZHANG Fangyou (Chairman) 18 Whitfield Road,
Mr. LU Zhifeng (Vice Chairman) Causeway Bay,
Mr. YANG Dadong Hong Kong.
Mr. ZENG Qinghong
Mr. ZHANG Baoqing (Managing Director)
Mr. DING Baoshan
Independent non-executive Directors:
Mr. CHEUNG Doi Shu
Mr. LEE Ka Lun
Mr. FUNG Ka Pun
Company Secretary:
Mr. LEUNG Chong Shun
23 April 2007
To the shareholders
Dear Sir and Madam,
PROPOSALS INVOLVING
GENERAL MANDATES TO REPURCHASE SHARES
AND TO ISSUE SHARES
RE-ELECTION OF RETIRING DIRECTORS
AND NOTICE OF ANNUAL GENERAL MEETING
GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

At the annual general meeting of the Company held on 6 June 2006, resolutions of the Shareholders
were passed, amongst other things, giving general unconditional mandates to the Directors to exercise the
powers of the Company to:
(1) repurchase Shares representing up to 10% of the issued share capital of the Company as at
that date;

LETTER FROM THE BOARD
- 4 -

(2) allot, issue and deal with Shares not exceeding 20% of the issued share capital of the
Company as at that date; and
(3) extend the general mandate for issuing Shares as mentioned in paragraph (2) above by an
amount representing the aggregate nominal amount of any Shares repurchased by the Company
pursuant to the general mandate to repurchase Shares as mentioned in paragraph (1) above.
The above general mandates shall lapse at the conclusion of the AGM. It is therefore proposed to
seek your approval of the Repurchase Resolution to be proposed at the AGM to give a fresh general
mandate to the Directors to exercise the powers of the Company to repurchase Shares up to 10% of the
issued share capital of the Company as at the date of passing the Repurchase Resolution. An explanatory
statement as required under the Share Repurchase Rules to provide the requisite information of the
Repurchase Resolution is set out in the Appendix I hereto.
It will also be proposed at the AGM two ordinary resolutions in items 6 and 7 of the AGM Notice,
respectively granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding
20% of the issued share capital of the Company as at the date of the ordinary resolution in item 6 of the
AGM Notice and adding to such general mandate so granted to the Directors any Shares representing the
aggregate nominal amount of the Shares repurchased by the Company after the granting of the general
mandate to repurchase up to 10% of the issued share capital of the Company as at the date of the
Repurchase Resolution.
RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of nine Directors, namely Messrs. ZHANG Fangyou,
LU Zhifeng, YANG Dadong, ZENG Qinghong, ZHANG Baoqing, DING Baoshan, CHEUNG Doi Shu,
LEE Ka Lun and FUNG Ka Pun.
Pursuant to the Articles of Association, Messrs. ZHANG Fangyou, ZENG Qinghong and CHEUNG
Doi Shu shall retire from office by rotation at the AGM and being eligible, shall offer themselves for re-
election. Details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II
hereto.
ANNUAL GENERAL MEETING

The AGM Notice, which contains, inter alia, the ordinary resolutions to approve the Repurchase
Proposal, granting of general mandate to Directors to issue new Shares, extension of such general
mandate to Directors to issue new Shares by Shares repurchased pursuant to the Repurchase Resolution
and re-election of retiring Directors, together with the proxy form for use at the AGM are set out on
pages 12 to 15 of this circular. Shareholders are advised to read the AGM Notice and to complete and
return the proxy form for use at the AGM enclosed with this circular in accordance with the instructions
printed thereon.

LETTER FROM THE BOARD
- 5 -

At the AGM, a resolution put to the vote of the meeting shall be decided on a show of hands unless
a poll is taken as may from time to time be required under the Listing Rules or unless a poll is (before or
on the declaration of the result of the show of hands) demanded by:–
(a) the chairman of the meeting; or
(b) at least three Shareholders present in person or by proxy and having the right to vote at the
meeting; or
(c) any Shareholder or Shareholders present in person or by proxy representing not less than
one-tenth of the total voting rights of all the Shareholders having the right to vote at the
meeting; or
(d) any Shareholder or Shareholders present in person or by proxy and holding Shares 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 the Shares conferring that
right.
On a show of hands, every Shareholder (being an individual) present in person or (being a
corporation) by duly authorized representative shall have one vote. On a poll, every shareholder present
in person, by proxy or by authorized representative shall have one vote for every Share held by him. On a
poll, a Shareholder entitled to more than one vote need not use all his votes or cast all the votes he uses
the same way.
RECOMMENDATION

The Board believes that the relevant resolutions respectively approving the Repurchase Proposal,
granting of general mandate to Directors to issue new Shares, extension of such general mandate to
Directors to issue new Shares by Shares repurchased pursuant to the Repurchase Resolution and re-
election of retiring Directors are all in the best interest of the Company and its Shareholders. Accordingly,
the Board recommends that all Shareholders should vote in favour of such resolutions to be proposed at
the AGM.
Yours faithfully,
On behalf of the Board
ZHANG Fangyou
Chairman

APPENDIX I EXPLANATORY STATEMENT
- 6 -

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to
provide requisite information to you for your consideration of the proposal to permit the repurchase of
Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the
Repurchase Resolution.
This appendix also constitutes the memorandum as required under Section 49BA(3)(b) of the
Companies Ordinance.
1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 7,517,358,534
Shares.
Subject to the passing of the Repurchase Resolution and on the basis that no further Shares will be
issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Proposal
to repurchase a maximum of 751,735,853 Shares representing not more than 10% of the issued share
capital of the Company as at the Latest Practicable Date.
2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Proposal is in the best interests of the Company and the
Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the
time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be
made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in
accordance with its Memorandum and Articles of Association and the Companies Ordinance of Hong
Kong. The Companies Ordinance provides that the amount of capital repaid in connection with a share
repurchase may only be paid from the distributable profits of the Company and/or the proceeds of a new
issue of Shares made for the purpose of the repurchase to such an extent allowable under the Companies
Ordinance.
There might be a material adverse impact on the working capital or gearing position of the
Company as compared with the position disclosed in the audited accounts contained in the annual report
for the year ended 31 December 2006 in the event that the power to repurchase Shares pursuant to the
Repurchase Proposal was to be carried out in full at any time during the proposed repurchase period.
However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the
Repurchase Proposal 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.

APPENDIX I EXPLANATORY STATEMENT
- 7 -
4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each
of the previous twelve months before the Latest Practicable Date were as follows:
Share price
Highest Lowest
HK$ HK$
2006

April 3.750 3.025
May 3.275 2.650
June 2.850 2.300
July 2.725 2.425
August 2.640 2.420
September 2.890 2.470
October 3.070 2.800
November 3.410 2.880
December 3.250 3.040
2007

January 3.700 3.120
February 3.580 2.950
March 3.450 2.810
April (up to the Latest Practicable Date) 3.530 3.250
5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable,
they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Resolution
and in accordance with the Listing Rules and the applicable laws of Hong Kong.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries,
their associates, have any present intention to sell any Shares to the Company or its subsidiaries under
the Repurchase Proposal if such is approved by the Shareholders.
No connected persons (as defined in the Listing Rules) have notified the Company that they have a
present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the
event that the Repurchase Proposal is approved by the Shareholders.

APPENDIX I EXPLANATORY STATEMENT
- 8 -
6. CODE ON TAKEOVERS AND MERGERS

If as a 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 the purposes of Rule 32 of the
Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the
level of increase of the 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 Takeovers Code.
As at the Latest Practicable Date, China Lounge Investments Limited held on a beneficial basis
2,849,544,904 Shares representing approximately 37.91% of the issued share capital of the Company. In
the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase
Resolution (if its shareholdings in the Company and the capital structure of the Company otherwise
remained the same), its percentage of shareholdings in the Company will be increased to approximately
42.12% and accordingly, an obligation to make a general offer to shareholders under Rules 26 and 32 of
the Takeovers Code may arise. The Directors have no present intention to exercise the power to repurchase
Shares pursuant to the Repurchase Resolution to such an extent as to result in takeover obligations.
In the event that the power to repurchase Shares pursuant to the Repurchase Resolution is exercised
in full, the number of Shares held by the public would not fall below 25%.
7. SHARES REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in
the six months preceding the Latest Practicable Date.

APPENDIX II DETAILS OF RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION
- 9 -

The following are the particulars of the retiring Directors proposed to be re-elected at the AGM:
1. Mr. ZHANG Fangyou, aged 50, joined the group in 1997 and became the chairman of the
Company on 18 September 1998. He is also the chairman of Guangzhou Automobile Industry
Group Co., Ltd., Guangzhou Automobile Group Co., Ltd., Guangzhou Toyota Motor Co.,
Ltd., Guangzhou Auto Group (Hong Kong) Ltd. and China Lounge Investments Ltd. Mr.
Zhang was a director of Guangzhou Honda Automobile Co., Ltd. and the managing director
of China Lounge Investments Ltd. and the Company. Guangzhou Automobile Industry Group
Co., Ltd, Guangzhou Automobile Group Co., Ltd., and China Lounge Investments Limited
are the substantial shareholders of the Company. He had held senior posts in the Zeng
Cheng Municipal People’s Government of Guangdong Province and was the deputy secretary-
general of Guangzhou Municipal People’s Government and the director of the Automotive
Industry Office of Guangzhou Municipal People’s Government. He does not hold any
directorship in other listed public companies in the last three years. Save as disclosed above,
he does not hold any other position with the Company and other members of the Company’s
Group.
There is no director’s service contract between the Company and Mr. Zhang. He has no
fixed term of service with the Company but will subject to the rotational retirement and re-
election requirements at annual general meeting pursuant to the Articles of Association.
There is no agreement on the amount of the remuneration payable to Mr. Zhang. His
remuneration will be reviewed annually by the Board with reference to his duties and
responsibilities with the Company, the Company’s performance and the prevailing market
situation. For the year ended 31 December 2006, total emoluments (being director’s
emolument) paid to Mr. Zhang was HK$1,000,000.
Save as disclosed, Mr. Zhang is not connected with any directors, senior management or
substantial or controlling shareholders of the Company. As at the Latest Practicable Date,
Mr. Zhang was interested in 8,528,000 share options of the Company within the meaning of
Part XV of the Securities and Futures Ordinance.
Mr. Zhang has confirmed that there is no information which is discloseable nor is/was he
involved in any of the matters required to be disclosed pursuant to any of the requirements
of the provisions under paragraphs 13.51(2)(h) to (v) of the Listing Rules, and there is no
other matter which needs to be brought to the attention of the Shareholders.
2. Mr. ZENG Qinghong, aged 45, joined the Group in 1999 and was appointed as a Director
of the Company on 16 January 2001. He is also a director of Guangzhou Automobile
Industry Group Co., Ltd., the vice chairman and managing director of Guangzhou Automobile
Group Co., Ltd., a director of Guangzhou Auto Group (Hong Kong) Ltd. and China Lounge
Investments Ltd., the chairman of Guangzhou Automobile Group Component Co., Ltd. and
Guangzhou Automobile Group Business Co., Ltd. He was the deputy managing director of
Guangzhou Automobile Industry Group Co., Ltd., the executive deputy managing director
of Guangzhou Honda Automobile Co., Ltd. and the vice chairman and executive deputy
managing director of Guangzhou Guangke Automobile Enterprises Group Co., Ltd. He does
not hold any directorship in other listed public companies in the last three years. Save as
disclosed above, he does not hold any other position with the Company and other members
of the Company’s Group.

APPENDIX II DETAILS OF RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION
- 10 -

There is no director’s service contract between the Company and Mr. Zeng. He has no fixed
term of service with the Company but will subject to the rotational retirement and re-
election requirements at annual general meeting pursuant to the Articles of Association.
There is no agreement on the amount of the remuneration payable to Mr. Zeng. His
remuneration will be reviewed annually by the Board with reference to his duties and
responsibilities with the Company, the Company’s performance and the prevailing market
situation. For the year ended 31 December 2006, total emoluments (being director’s
emolument) paid to Mr. Zeng was HK$300,000.
Save as disclosed, Mr. Zeng is not connected with any directors, senior management or
substantial or controlling shareholders of the Company. As at the Latest Practicable Date,
Mr. Zeng was interested in 5,664,000 share options of the Company within the meaning of
Part XV of the Securities and Futures Ordinance.
Mr. Zeng has confirmed that there is no information which is discloseable nor is/was he
involved in any of the matters required to be disclosed pursuant to any of the requirements
of the provisions under paragraphs 13.51(2)(h) to (v) of the Listing Rules, and there is no
other matter which needs to be brought to the attention of the Shareholders.
3. Mr. CHEUNG Doi Shu, aged 45, was appointed as an independent non-executive Director
on 16 April 1998, a member of the audit committee of the Company on 30 June 1999, the
chairman of the remuneration committee of the Company on 3 January 2005 and a member
of the nomination committee of the Company on 2 September 2005. He is a qualified
solicitor in the Australian Capital Territory, Hong Kong, Singapore and England and Wales
and received his Bachelor’s and Master’s degree in Law from University of London. Mr.
Cheung is an independent non-executive director of GZI Transport Limited, a company
listed on the Stock Exchange, and a senior partner of D.S. Cheung & Co. Save as disclosed,
he does not hold any directorship in other listed public companies in the last three years nor
any other position with the Company and other members of the Company’s Group.
Mr. Cheung has entered into a letter of appointment with the Company. The appointment of
Mr. Cheung as an independent non-executive directors is for a term of one year until 31
December 2007 and subject to the retirement and re-election requirements at annual general
meeting pursuant to the Articles of Association. The director’s fee of Mr. Cheung is not
fixed in the letter of appointment. He is entitled to a director’s fee to be determined by the
Board with reference to his duties and responsibilities with the Company and authorised by
shareholders. For the year ended 31 December 2006, the director fee of Mr. Cheung was
HK$180,000 for services rendered in accordance with the letter of appointment. Save for
the said director fee, he is not entitled to other emoluments.
Mr. Cheung is not connected with any directors, senior management or substantial or
controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Cheung was
interested in 3,000,000 Shares within the meaning of Part XV of the Securities and Futures
Ordinance.

APPENDIX II DETAILS OF RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION
- 11 -

Mr. Cheung has confirmed that there is no information which is discloseable nor is/was he
involved in any of the matters required to be disclosed pursuant to any of the requirements
of the provisions under paragraphs 13.51(2)(h) to (v) of the Listing Rules, and there is no
other matter which needs to be brought to the attention of the Shareholders.

NOTICE OF ANNUAL GENERAL MEETING
- 12 -
DENWAY MOTORS LIMITED

(Incorporated in Hong Kong with limited liability)
(Stock Code: 203)
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the Company will be held at
Salon I-III, Level 3, JW Marriott Hotel (Hong Kong), Pacific Place, 88 Queensway, Hong Kong on
Wednesday, 6 June 2007 at 3:00 p.m. for the following purposes:
1. To receive and consider the audited financial statements and the reports of the directors and
auditors for the year ended 31 December 2006.
2. To declare a final dividend.
3. To elect directors and to authorise the board of directors to fix the remuneration of directors.
4. To re-appoint auditors and to authorise the board of directors to fix the remuneration of
auditors.
5. As special business, to consider and, if thought fit, to pass the following resolution as an
ordinary resolution of the Company:
ORDINARY RESOLUTION

“THAT:
(i) subject to paragraph (ii) of this Resolution, the exercise by the directors of the
Company during the Relevant Period (as hereinafter defined) of all powers of the
Company to repurchase 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 recognized by the Securities and
Futures Commission and the Stock Exchange for this purpose, subject to and in
accordance with all applicable laws and 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;
(ii) the aggregate nominal amount of shares of the Company to be repurchased by the
Company pursuant to the approval in paragraph (i) of this Resolution shall not exceed
10 per cent. of the aggregate nominal amount of the issued share capital of the
Company at the date of the passing of this Resolution and the said approval shall be
limited accordingly; and

NOTICE OF ANNUAL GENERAL MEETING
- 13 -

(iii) for the purposes of this Resolution,
“Relevant Period” means the period from the passing of this Resolution until whichever
is the earliest of:
(a) the conclusion of the next annual general meeting of the Company; or
(b) the expiration of the period within which the next annual general meeting of
the Company is required by law to be held; or
(c) the revocation or variation of the authority given under this resolution by
ordinary resolution of the shareholders of the Company in general meeting.”
6. As special business, to consider and, if thought fit, to pass the following resolution as an
ordinary resolution of the Company:
ORDINARY RESOLUTION

“THAT:
(i) subject to paragraph (iii) of this Resolution, the exercise by the directors of the
Company during the Relevant Period (as hereinafter defined) of all powers of the
Company to allot, issue and deal with additional shares in the capital of the Company
and to make and grant offers, agreements and options (including warrants, bonds,
debentures, notes and other securities which carry rights to subscribe for or are
convertible into shares of the Company) which would or might require shares to be
allotted be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) of this Resolution shall authorise the directors of the
Company during the Relevant Period to make and grant offers, agreements and options
(including warrants, bonds, debentures, notes and other securities which carry rights
to subscribe for or are convertible into shares of the Company) which would or might
require shares to be allotted after the end of the Relevant Period;
(iii) the aggregate nominal amount of share capital 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 (i) of this Resolution,
otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); or (b) an issue
of shares upon the exercise of subscription rights under any option scheme or similar
arrangement for the time being adopted for the grant or issue to the grantees as
specified in such scheme or similar arrangement of shares or rights to acquire shares
of the Company; or (c) any issue of shares pursuant to the exercise of rights of
subscription or conversion under the terms of any existing warrants, bonds, debentures,
notes and other securities of the Company which carry rights to subscribe for or are
convertible into shares of the Company; or (d) an issue of shares pursuant to any

NOTICE OF ANNUAL GENERAL MEETING
- 14 -

scrip dividend or similar arrangement providing for the allotment of shares in lieu of
the whole or part of the dividend on shares of the Company in accordance with the
articles of association of the Company, shall not exceed 20 per cent. of the aggregate
nominal amount of the issued share capital of the Company at the date of the passing
of this Resolution and the said approval shall be limited accordingly; and
(iv) for the purposes of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever
is the earliest of:
(a) the conclusion of the next annual general meeting of the Company; or
(b) the expiration of the period within which the next annual general meeting of
the Company is required by law to be held; or
(c) the revocation or variation of the authority given under this resolution by
ordinary resolution of the shareholders of the Company in general meeting;
and
“Rights Issue” means an offer of shares of the Company or issue of option, warrants
or other securities giving the right to subscribe for shares of the Company, open for a
period fixed by the directors of the Company to holders of shares, or any class of
shares, whose names appear on the register of members of the Company (and, where
appropriate, to holders of other securities of the Company entitled to the offer) on a
fixed record date in proportion to their holdings of such shares (or, where appropriate,
such other securities) as at that date (subject to such exclusions 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 regulatory body or any stock exchange
in, any territory applicable to the Company).”

NOTICE OF ANNUAL GENERAL MEETING
- 15 -

7. As special business, to consider and, if thought fit, to pass the following resolution as an
ordinary resolution of the Company:
ORDINARY RESOLUTION

“THAT conditional upon the passing of the ordinary resolutions in items 5 and 6 in the
notice convening this meeting, the general mandate granted to the directors of the Company
to exercise the powers of the Company to allot, issue and deal with any additional shares of
the Company pursuant to ordinary resolution in item 6 of 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 ordinary resolution in item 5 of the notice convening this
meeting, provided that such extended amount shall not exceed 10 per cent. of the aggregate
nominal amount of the issued share capital of the Company at the date of the passing of this
Resolution.”
By order of the Board
LEUNG Chong Shun
Company Secretary
Hong Kong, 23 April 2007
Notes:
1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more
proxies to attend and vote instead of him. A proxy need not be a member of the Company.
2. To be valid, the proxy form together with any power of attorney or other authority, if any, under which it is signed
or a notarially certified copy of that power or authority, must be deposited at the Company’s Registrars, Abacus
Share Registrars Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48
hours before the time appointed for holding the meeting or any adjournment meeting thereof.
3. The register of members of the Company will be closed from Thursday, 31 May 2007 to Wednesday, 6 June 2007,
both days inclusive, during which no transfer of shares will be effected. In order to qualify for the proposed final
dividend, all share certificates with completed transfer forms either overleaf or separately must be lodged with the
Company’s Registrars, Abacus Share Registrars Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East,
Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 30 May 2007.