Circular (General mandates to issue shares and to repurchase shares and re-election of retiring directors) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 4 April 2007 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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in e-Kong Group Limited (the “Company”), you should at once hand this circular with the enclosed 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. e-Kong Group Limited (Incorporated in Bermuda with limited liability) (Stock Code: 524) GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS A notice convening the annual general meeting of the Company to be held at The China Club, 13/F., The Old Bank of China Building, Bank Street, Central, Hong Kong on Tuesday, 15 May 2007 at 10:00 a.m. is set out on pages 13 to 16 of this circular. If you are not able to attend and/or vote at the meeting in person, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon to the Company’s Branch Share Registrar in Hong Kong, Secretaries Limited at Level 25, Three Pacific Place, 1 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.p>
i
CONTENTS
Definitions	1
Letter from the Board	3
Appendix I – Explanatory Statement	9
Appendix II – Notice of Annual General Meeting	13

1
DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following
meanings:
“AGM” the annual general meeting of the Company to be held at The
China Club, 13/F., The Old Bank of China Building, Bank Street,
Central, Hong Kong on Tuesday, 15 May 2007 at 10:00 a.m., and
any adjournment thereof
“Board” the board of Directors
“Bye-laws” bye-laws of the Company as may be amended from time to time
“Company” e-Kong Group Limited, a company incorporated in Bermuda with
limited liability and the Shares of which are listed on the Stock
Exchange
“Director(s)” director(s) of the Company
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s
Republic of China
“Issue Mandate” the proposed mandate to allot, issue and deal with additional Shares
not exceeding 20% of the issued share capital of the Company as
at the date of passing the resolution approving the said mandate
“Latest Practicable Date” 29 March 2007, being the latest practicable date for ascertaining
certain information in this circular prior to the printing of this
circular
“Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange
“Repurchase Mandate” the proposed mandate to exercise the power of the Company to
repurchase Shares up to a maximum of 10% of the issued share
capital of the Company as at the date of the resolution approving
the said mandate
“SFO” the Securities and Futures Ordinance, Cap. 571, Laws of Hong
Kong
“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the
Company

2
DEFINITIONS

“Shareholder(s)” holder(s) for the time being of Shares
“Stock Exchange”

3
LETTER FROM THE BOARD

e-Kong Group Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 524)
Directors: Registered Office:
Richard John Siemens (Chairman) Clarendon House
Kuldeep Saran (Deputy Chairman) 2 Church Street
Lim Shyang Guey Hamilton HM 11
William Bruce Hicks Bermuda
Shane Frederick Weir
John William Crawford J.P. Principal Office:
Gerald Clive Dobby 3705 Gloucester Tower
The Landmark
Non-executive Director 15 Queen’s Road Central
Independent Non-executive Directors Hong Kong
4 April 2007
To the Shareholders and, for information
purposes only, option holders of the Company
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES

AND
RE-ELECTION OF RETIRING DIRECTORS
INTRODUCTION

On 10 May 2006, general mandates were given to the Directors to issue Shares and to exercise all the
powers of the Company to repurchase its Shares. These general mandates will lapse at the conclusion of
the AGM. It is therefore proposed to refresh the general mandates to issue Shares and to repurchase
Shares at the AGM.
The purpose of this circular is to provide you with information in relation to the resolutions to be
proposed at the AGM for the approval of (i) granting of general mandates to the Directors to issue and to
repurchase Shares and (ii) re-election of retiring Directors.

4
LETTER FROM THE BOARD
GENERAL MANDATE TO ISSUE SHARES

Separate ordinary resolutions will be proposed at the AGM to approve (i) the granting of the Issue
Mandate to the Directors and (ii) the addition to the Issue Mandate of any Shares repurchased by the
Company under the authority of the Repurchase Mandate, in order to provide flexibility for issuing new
Shares when it is in the interests of the Company to do so, details of which are respectively set out in the
proposed Resolutions Nos. 4A and 4C in the notice of the AGM. The Directors have no present intention
to issue any new Shares pursuant to the Issue Mandate.
GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate
to the Directors, details of which are set out in the proposed Resolution No. 4B in the notice of the AGM.
The Shares which may be repurchased pursuant to the Repurchase Mandate are limited to a maximum of
10% of the issued share capital of the Company as at the date of passing of the resolution approving the
Repurchase Mandate.
If the resolution for granting the Repurchase Mandate is passed at the AGM, the Repurchase Mandate
will be in force 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 the applicable law or the Bye-laws to be held and (iii) the date on which it is revoked or varied by an
ordinary resolution of the Shareholders in general meeting.
An explanatory statement as required by the Listing Rules is set out in Appendix I to this circular. The
explanatory statement contains all information reasonably necessary to enable the Shareholders to make
an informed decision on whether or not to vote for or against the ordinary resolution to grant the
Repurchase Mandate to the Directors at the AGM.
RE-ELECTION OF RETIRING DIRECTORS

In accordance with bye-laws 86 and 87 of the Bye-laws and in compliance with the Listing Rules,
Messrs. William Bruce Hicks, Shane Frederick Weir and John William Crawford shall retire by rotation
at the AGM and, being eligible, offer themselves for re-election. Particulars of Mr. Hicks, Mr. Weir and
Mr. Crawford are set out as follows:
Mr. William Bruce Hicks
William Bruce Hicks, 44, Non-executive Director, was appointed in December 2001. He is currently a
founder of TPIZ Resources Limited, a Hong Kong-based firm which invests in and develops environmental
projects in China. Mr. Hicks has been a director of various Distacom Group companies since 1994. Prior
to that, Mr. Hicks worked at Hutchison Telecom in Hong Kong and Motorola Inc. in the United States.
He holds a B.S.E.E. degree from Michigan Technological University and an M.B.A. from the International
Management Institute in Geneva, Switzerland. Mr. Hicks was the Group Managing Director of SUNDAY
Communications Limited (“SUNDAY”, a public company previously listed in NASDAQ and Hong Kong

5
LETTER FROM THE BOARD

until 12 December 2006 and 20 December 2006 respectively) between 2001 and July 2005 and was the
Chief Executive Officer of SUNDAY between July 2005 and June 2006. Save as disclosed above, Mr.
Hicks did not hold any other directorships in public companies listed in Hong Kong or any other major
exchanges in the last three years preceding the Latest Practicable Date.
As at the Latest Practicable Date, Mr. Hicks had the following interests in the Shares as recorded in the
register required to be kept under section 352 in Part XV of the SFO:
Approximate percentage
Capacity Number of Shares held of shareholding
Personal 3,949,914 0.8%
Held by a controlled corporation 67,962,428 13.0%
(Note)
Note: 67,962,428 Shares are beneficially owned by Great Wall Holdings Limited, a company controlled by Mr. William Bruce
Hicks.
In accordance with the letter of appointment with Mr. Hicks, the term of his appointment shall, subject to
applicable rules and provisions of the Bye-laws regarding retirement and re-election at the annual general
meetings of the Company, expire on 31 December 2008 provided always that either the Company or Mr.
Hicks may terminate the appointment by giving to the other party not less than one (1) calendar month’s
notice in writing. Under the said letter of appointment, Mr. Hicks is not entitled to any director’s fee.
Save as disclosed above, Mr. Hicks does not hold any positions with the Company or its subsidiaries, and
is not connected with any directors, senior management or substantial shareholders of the Company,
there are no matters that are required to be disclosed in accordance with Rules 13.51(2)(h) to (v) (both
inclusive) of the Listing Rules and there are no other matters that need to be brought to the attention of
the Shareholders.
Mr. Shane Frederick Weir
Shane Frederick Weir, 52, Independent Non-executive Director, was appointed in August 2001. Mr. Weir
is a qualified solicitor and consultant with Weir & Associates, Solicitors & Notaries. He has practiced in
Hong Kong since 1985, including several years as an associate with Phillips & Vineberg. Mr. Weir is
qualified as a solicitor, barrister, and notary public in Canada and a solicitor in the United Kingdom and
Hong Kong. Save as disclosed above, Mr. Weir did not hold any other directorships in public companies
listed in Hong Kong or any other major exchanges in the last three years preceding the Latest Practicable
Date.

6
LETTER FROM THE BOARD

As at the Latest Practicable Date, Mr. Weir had the following interests in the Shares as recorded in the
register required to be kept under section 352 in Part XV of the SFO:
Approximate percentage
Capacity Number of Shares held of shareholding
Personal 10,000 0.0%
In accordance with the letter of appointment with Mr. Weir, the term of his appointment shall, subject to
applicable rules and provisions of the Bye-laws regarding retirement and re-election at the annual general
meetings of the Company, expire on 31 December 2008 provided always that either the Company or Mr.
Weir may terminate the appointment by giving to the other party not less than one (1) calendar month’s
notice in writing. Mr. Weir is also a member of each of the audit committee and remuneration committee
of the Company. Under the said letter of appointment, Mr. Weir is entitled to an annual director’s fee of
HK$150,000, which was determined by the Board with reference to the prevailing market level of
remuneration for a similar position. Other than the aforesaid, Mr. Weir is not entitled to any other
emoluments for holding office as an Independent Non-executive Director or as a member of any committees
established by the Board.
Save as disclosed above, Mr. Weir does not hold any positions with the Company or its subsidiaries, and
is not connected with any directors, senior management or substantial shareholders of the Company,
there are no matters that are required to be disclosed in accordance with Rules 13.51(2)(h) to (v) (both
inclusive) of the Listing Rules and there are no other matters that need to be brought to the attention of
the Shareholders.
Mr. John William Crawford J.P.
John William Crawford J.P., 64, Independent Non-executive Director, was appointed in September 2004.
He was a founding partner of Ernst & Young, Hong Kong and vice chairman of the firm. Since his
retirement from accounting practice, Mr. Crawford has been particularly involved in the education sector,
including setting up international schools and providing consulting services. He is actively involved in
various community service organisations and is a Justice of the Peace. Mr. Crawford is also an independent
non-executive director of Titan Petrochemicals Group Limited, a public company listed in Hong Kong,
and Regal Portfolio Management Limited being the manager of Regal Real Estate Investment Trust, the
units of which are listed in Hong Kong, and was an independent executive director of SUNDAY between
November 2003 and December 2006. Save as disclosed above, Mr. Crawford did not hold any other
directorships in public companies listed in Hong Kong or any other major exchanges in the last three
years preceding the Latest Practicable Date.
As at the Latest Practicable Date, Mr. Crawford did not have any interests in the Shares within the
meaning of Part XV of the SFO.

7
LETTER FROM THE BOARD

In accordance with the letter of appointment with Mr. Crawford, the term of his appointment shall,
subject to applicable rules and provisions of the Bye-laws regarding retirement and re-election at the
annual general meetings of the Company, expire on 31 December 2008 provided always that either the
Company or Mr. Crawford may terminate the appointment by giving to the other party not less than one
(1) calendar month’s notice in writing. Mr. Crawford is also the chairman of the audit committee and a
member of the remuneration committee of the Company. Under the said letter of appointment, Mr.
Crawford is entitled to an annual director’s fee of HK$150,000 and also an annual service fee of
HK$100,000 in respect of discharging his duties as the chairman of the audit committee, which were
determined by the Board with reference to the prevailing market level of remuneration for a similar
position. Other than the aforesaid, Mr. Crawford is not entitled to any other emoluments for holding
office as an Independent Non-executive Director or as a member of any committees established by the
Board.
Save as disclosed above, Mr. Crawford does not hold any positions with the Company or its subsidiaries,
and is not connected with any directors, senior management or substantial shareholders of the Company,
there are no matters that are required to be disclosed in accordance with Rules 13.51(2)(h) to (v) (both
inclusive) of the Listing Rules and there are no other matters that need to be brought to the attention of
the Shareholders.
ANNUAL GENERAL MEETING

A notice of the AGM is set out in Appendix II to this circular.
Pursuant to the Bye-laws, a resolution put to the vote of a 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 demanded by (i) the chairman of such meeting; or (ii) at least three
Shareholders present in person or (being a corporation) by its duly authorised representative or by proxy
for the time being entitled to vote at the meeting; or (iii) Shareholder(s) present in person or (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 (iv) Shareholder(s)
present in person or (being a corporation) by its duly authorised representative or by proxy and holding
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.
A form of proxy for use at the AGM is enclosed with this circular. If you are not able to attend and/or
vote at the AGM in person, you are requested to complete and return the form of proxy in accordance
with the instructions printed thereon to the Company’s Branch Share Registrar in Hong Kong, Secretaries
Limited at Level 25, Three Pacific Place, 1 Queen’s Road East, Hong Kong as soon as possible and in
any event not less than 48 hours before the time appointed for holding the meeting or any adjourned
meeting (as the case may be). Completion and return of the form of proxy will not preclude you from
attending and voting at the meeting should you so wish.

8
LETTER FROM THE BOARD
RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate, the extension of
the Issue Mandate to the Shares repurchased pursuant to the Repurchase Mandate and re-election of the
retiring Directors are in the best interests of the Company and the Shareholders and, accordingly,
recommend you to vote in favour of the resolutions to be proposed at the AGM.
MISCELLANEOUS

As at the Latest Practicable Date, to the extent that the Company was aware of having made all reasonable
enquiries, no Shareholder was required to abstain from voting under the Listing Rules on any of the
proposed resolutions as set out in the notice of the AGM.
The English text of this circular and the accompanying proxy form shall prevail over the Chinese text in
case of inconsistency.
Yours faithfully,
By order of the Board
Richard John Siemens
Chairman

9
APPENDIX I EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement given to Shareholders, as required under the Listing
Rules, in connection with the proposed Repurchase Mandate.
1. LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase
their securities on the Stock Exchange subject to certain restrictions, the most important of which
are summarised below:
(a) Shareholders’ approval
All repurchase of securities on the Stock Exchange by a company with its primary listing on
the Stock Exchange must be approved in advance by an ordinary resolution, either by way
of a general mandate to the directors of the company to undertake such repurchases or by a
specific approval in relation to specific transactions.
(b) Source of funds
Repurchases must be funded out of funds which are legally available for such purpose in
accordance with the company’s constitutional documents and the laws of the jurisdiction in
which the company is incorporated or otherwise established.
(c) Maximum number of shares to be repurchased and subsequent issue
A maximum of 10% of the issued share capital of the company as at the date of the passing
of the relevant resolution for granting the general mandate of share repurchase may be
repurchased on the Stock Exchange. A company may not, without the approval of the Stock
Exchange, issue new shares or announce a proposed issue of new shares for a period of 30
days immediately following a share repurchase, whether on the Stock Exchange or otherwise,
other than an issue of shares pursuant to the exercise of warrants, share options or similar
instruments requiring the company to issue securities, which are outstanding prior to the
date of the repurchase.
2. SHARE CAPITAL

It is proposed that up to 10% of the Shares in issue as at the date of passing the resolution to
approve the Repurchase Mandate may be repurchased. As at the Latest Practicable Date, the
number of Shares in issue was 522,894,200. On the basis of such figure (assuming no further
Shares are issued or repurchased following the Latest Practicable Date and prior to the date of the
AGM), the Company would be allowed under the Repurchase Mandate to repurchase Shares up to
a limit of 52,289,420 Shares.

10
APPENDIX I EXPLANATORY STATEMENT
3. REASON FOR REPURCHASES

Although the Directors have no present intention of repurchasing any Shares, they believe that the
flexibility afforded by the Repurchase Mandate would be beneficial to the Company and the
Shareholders. Such repurchases may, depending on market conditions and funding arrangements at
the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be
made when the Directors believe that such a repurchase will benefit the Company and the
Shareholders.
4. FUNDING OF REPURCHASES

Funds required for any share repurchase by the Company would be derived from those funds
legally permitted to be utilised by the Company in this connection in accordance with the
Memorandum of Association of the Company and the Bye-laws and applicable laws of Bermuda.
Under Bermuda law, a share purchase may only be effected by the Company out of the capital paid
up on the purchased shares or out of the funds of the Company otherwise available for dividend or
distribution or out of the proceeds of a fresh issue of shares made for the purpose. Any premium
payable on a purchase over the par value of the shares to be purchased must be provided for out of
funds of the Company otherwise available for dividend or distribution or out of the Company’s
share premium account. In addition, no share purchase may take place if, on the date on which the
purchase is to be effected, there are reasonable grounds for believing that the Company is, or after
the purchase would be, unable to pay its liabilities as they become due.
The Directors consider that 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 consolidated
financial statements of the Group for the year ended 31 December 2006, being the latest published
accounts of the Company) in the event that the Repurchase Mandate was to be carried out in full at
any time during the proposed repurchase period. However, the Directors do not propose to exercise
the Repurchase 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. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable,
they will only exercise the Repurchase Mandate in accordance with the Listing Rules, the
Memorandum of Association of the Company and the Bye-laws and the applicable laws of Bermuda.
None of the Directors or, to the best of their knowledge and having made all reasonable enquiries,
any of their associates (as defined in the Listing Rules) have any present intention to sell any
Shares to the Company or its subsidiaries under the Repurchase Mandate in the event that the
Repurchase Mandate 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 any Shares to the Company, or have undertaken not to do so, in the event
that the Repurchase Mandate is approved by the Shareholders.

11
APPENDIX I EXPLANATORY STATEMENT
6. EFFECT OF TAKEOVERS CODE

If as a result of a repurchase of Shares by the Company pursuant to the Repurchase Mandate, 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 the Takeovers Code. Accordingly, a Shareholder,
or a group of Shareholders acting in concert, depending on the level of increase in the Shareholders’
interest, could obtain or consolidate control of the Company and thereby become obliged to make
a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Messrs.
Richard John Siemens, Kuldeep Saran and William Bruce Hicks, directors of the Company, together
with companies controlled by them, beneficially held totalling 254,930,203 Shares in the Company
(representing approximately 48.75% of the issued share capital of the Company). Assuming the
Repurchase Mandate is exercised in full and the number of Shares held by them remains unchanged,
their shareholdings will be increased to approximately 54.17% of the issued share capital of the
Company, and in such event it would give rise to an obligation on the part of Mr. Siemens, Mr.
Saran and Mr. Hicks to make a mandatory offer pursuant to Rule 26 of the Takeovers Code.
The Directors will exercise the powers conferred by the Repurchase Mandate to repurchase Shares
in circumstances which they deem appropriate for the benefit of the Shareholders. In addition, the
Directors have no present intention to exercise the Repurchase Mandate to the extent that it will
give rise an obligation on the part of Mr. Siemens, Mr. Saran and Mr. Hicks to make a mandatory
offer pursuant to Rule 26 of the Takeovers Code, or the number of Shares in the hands of the
public would fall below the prescribed minimum aggregate percentage (under the Listing Rules) of
25%.
7. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the six months prior to the Latest
Practicable Date (whether on the Stock Exchange or otherwise).

12
APPENDIX I EXPLANATORY STATEMENT
8. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of
the twelve months preceding the Latest Practicable Date were as follows:
Price per Share
Highest Lowest
HK$ HK$
2006

March 0.780 0.480
April 0.760 0.590
May 0.960 0.600
June 1.010 0.800
July 0.860 0.740
August 0.800 0.700
September 0.820 0.620
October 0.730 0.640
November 0.760 0.590
December 0.920 0.690
2007

January 1.020 0.710
February 1.100 0.800
March (Up to the Latest Practicable Date) 1.330 0.870

13
APPENDIX II NOTICE OF ANNUAL GENERAL MEETING

e-Kong Group Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 524)
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of e-Kong Group Limited (the
“Company”) will be held at The China Club, 13/F., The Old Bank of China Building, Bank Street,
Central, Hong Kong on Tuesday, 15 May 2007 at 10:00 a.m. for the following purposes:
As Ordinary Business
1. To receive and consider the audited financial statements for the year ended 31 December 2006 and
the reports of directors and of the auditors thereon.
2. To re-elect retiring directors and to fix their remuneration.
3. To appoint auditors and to authorise the board of directors to fix their remuneration.
As Special Business
4. To consider and, if thought fit, pass the following resolutions, with or without amendments, as
ordinary resolutions:
A. “THAT:
(a) subject to paragraph (c) of this Resolution, 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 or otherwise deal with additional shares of HK$0.01 each in the capital
of the Company, or securities convertible into shares, or options, warrants or similar
rights to subscribe for any shares, and to make or grant offers, agreements or options
which would or might require the exercise of such powers, subject to and in accordance
with all applicable laws, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this Resolution shall authorise the directors of the
Company during the Relevant Period to make or grant offers, agreements or options
which would or might require the exercise of such powers after the end of the Relevant
Period;

14
APPENDIX II NOTICE OF ANNUAL GENERAL MEETING

(c) the aggregate nominal amount of share capital allotted or agreed conditionally or
unconditionally to be allotted (whether pursuant to an option or otherwise) and issued
by the directors of the Company pursuant to the approval in paragraph (a) of this
Resolution, otherwise than pursuant to issue of shares as a result of:
(i) a Rights Issue (as hereinafter defined); 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 of the Company, pursuant
to the Bye-laws of the Company from time to time; or
(iii) the exercise of any option granted under any share option scheme or similar
arrangement for the time being adopted and approved by the shareholders of
the Company for the grant or issue to directors or employees or eligible
participants of the Company and/or any of its subsidiaries of shares or rights to
acquire shares in the Company; or
(iv) the exercise of subscription rights or conversion rights attaching to any warrants
or any other securities convertible into shares which may be issued by 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 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 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 the Bye-laws of the Company or any applicable
law 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.

15
APPENDIX II NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares open for a period fixed by the directors of the
Company to holders of shares of the Company or any class thereof on the register of
members of the Company on a fixed record date in proportion to their then holdings
of such shares or any class thereof (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, or the requirements of any recognised regulatory body or any stock exchange,
in any territory applicable to the Company).”
B. “THAT:
(a) subject to paragraph (b) of this Resolution, 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 stock exchange on which the shares of the
Company may be listed and which is recognised by the Securities and Futures
Commission and the Stock Exchange for this purpose (“Recognised Stock Exchange”),
subject to and in accordance with all applicable laws and the requirements of the
Rules Governing the Listing of Securities on the Stock Exchange and, if applicable,
any other Recognised Stock Exchange, as amended from time to time, be and is
hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company to be repurchased by the
Company pursuant to 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 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 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 the Bye-laws of the Company or any applicable
law 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.”

16
APPENDIX II NOTICE OF ANNUAL GENERAL MEETING

C. “THAT conditional upon Resolutions 4A and 4B above being passed, the general mandate
granted to directors of the Company for the time being in force to exercise the powers of the
Company to allot, issue and deal with additional shares of the Company pursuant to Resolution
4A be and is hereby extended by the addition to the aggregate nominal amount of share
capital of the Company which may be allotted, issued, and dealt with or agreed conditionally
or unconditionally to be allotted, issued and dealt with by the directors of the Company
pursuant to such general mandate of an amount representing the aggregate nominal amount
of the shares repurchased by the Company under the authority granted pursuant to Resolution
4B, provided that such extended amount shall not exceed 10% of the aggregate nominal
amount of the share capital of the Company in issue as at the date of passing this Resolution.”
By Order of the Board
Lau Wai Ming, Raymond
Company Secretary
Hong Kong, 4 April 2007
Notes:
1. A member entitled to attend and vote at the meeting convened by the above notice (or at any adjournment thereof) is
entitled to appoint a proxy to attend and vote on his/her behalf at the meeting. A proxy need not be a member of the
Company.
2. 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 such power of attorney or authority, must be deposited at the Company’s Branch Share
Registrar in Hong Kong, Secretaries Limited at Level 25, Three Pacific Place, 1 Queen’s Road East, Hong Kong, not less
than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
3. Completion and delivery of the form of proxy shall not preclude any member from attending and voting in person at the
meeting convened, if the member so desires and in such event, the form of proxy shall be deemed to be revoked.
4. In case of joint registered holders of any shares, any one of such persons may vote at the meeting, either personally or by
proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders shall be
present at the meeting personally or by proxy, that one of such holders so present whose name stands first in the register
of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
5. Pursuant to the Bye-laws of the Company, a resolution put to the vote of a 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 demanded by (a) the chairman of such meeting; or (b) at least three members of the Company
(“Shareholders”) present in person or (being a corporation) by its duly authorised representative or by proxy for the time
being entitled to vote at the meeting; or (c) Shareholder(s) present in person or (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 (d) Shareholder(s) present in person or (being a corporation) by its duly
authorised representative or by proxy and holding 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.
6. An explanatory statement containing further details regarding Resolution 4B above is being sent to members and other
persons who are entitled thereto together with the Company’s 2006 Annual Report.