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 EC-Founder (Holdings) Company Limited, you
should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other
agent through whom the sale was effected for transmission to the purchaser or transferee.
(Incorporated in Bermuda with limited liability)
(Stock Code: 0618)
PROPOSED RE-ELECTION OF DIRECTORS
AND
PROPOSED GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the shareholders of EC-Founder (Holdings) Company
Limited to be held at 10:30 a.m. on Friday, 25 May 2007 at Unit 1408, 14th Floor, Cable TV Tower,
9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong is set out in Appendix III to this circular.
Whether or not you are able to attend the meeting in person, you are requested to complete and return
the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s
principal place of business in Hong Kong at Unit 1408, 14th Floor, Cable TV Tower, 9 Hoi Shing
Road, Tsuen Wan, New Territories, Hong Kong as soon as possible and in any event not later than 48
hours before the time appointed for holding of the meeting or any adjournment thereof. Completion
and return of the form of proxy will not preclude you from attending and voting in person at the
meeting.
30 April 200
CONTENTS
– i –
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
I. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
II. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
III. General mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1. General mandate to issue Shares
2. General mandate to repurchase Shares
IV. Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
V. Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Appendix I — Details of Directors proposed for re-election . . . . . . . . . . . . . . . . . . . . . . . . . 5
Appendix II — Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Appendix III — Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Appendix IV — Procedure to demand a poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
DEFINITIONS
– 1 –
In this circular, the following expressions shall have the following meanings unless the context
otherwise requires:
“AGM” the annual general meeting of the Company to be held at 10:30
a.m. on Friday, 25 May 2007 at Unit 1408, 14th Floor, Cable
TV Tower, 9 Hoi Shing Road, Tsuen Wan, New Territories, Hong
Kong or any adjournment thereof;
“Board” the board of Directors;
“Bye-laws” the bye-laws of the Company;
“Company” EC-Founder (Holdings) Company Limited (3U(V)
), an exempted company incorporated in Bermuda with
limited liability and the Shares of which are listed on the Main
Board of the Stock Exchange;
“Directors” the directors of the Company;
“Founder” Founder Holdings Limited (3V), an exempted
company incorporated in Bermuda with limited liability, the
shares of which are listed on the Main Board of the Stock
Exchange, and the controlling shareholder of the Company.
“Group” the Company and its subsidiaries;
“Hong Kong” the Hong Kong Special Administrative Region of the People’s
Republic of China;
“Latest Practicable Date” 25 April 2007, being the latest practicable date prior to the
printing of this circular for ascertaining certain information
contained herein;
“Listing Rules” The Rules Governing the Listing of Securities on the Stock
Exchange, as modified from time to time;
“Peking Founder”c3(Peking University Founder Group
Company Limited), the controlling shareholder of Founder;
“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong);
“Share(s)” ordinary shares of HK$0.10 each of the Company;
“Shareholder(s)” registered holder(s) of Share(s) of the Company;
“Share Repurchase Rules” the applicable provisions under the Listing Rules to regulate
the repurchase by companies with primary listing on the Stock
Exchange of their own securities on the Stock Exchange;
“Stock Exchange”
LETTER FROM THE BOARD
– 2 –
(Incorporated in Bermuda with limited liability)
(Stock Code: 0618)
Executive Directors: Registered office:
Mr Zhang Zhao Dong (Chairman) Canon’s Court
Mr Chen Geng (President) 22 Victoria Street
Mr Xia Yang Jun Hamilton HM12
Mr Xie Ke Hai Bermuda
Mr Zheng Fu Shuang
Principal place of business
Independent Non-executive Directors: in Hong Kong:
Mr Li Fat Chung Unit 1408
Ms Wong Lam Kit Yee 14th Floor
Ms Cao Qian Cable TV Tower
9 Hoi Shing Road
Tsuen Wan
New Territories
Hong Kong
30 April 2007
To the Shareholders
Dear Sir or Madam,
PROPOSED RE-ELECTION OF DIRECTORS
AND
PROPOSED GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
I. INTRODUCTION
The Company will propose at the AGM resolutions to, inter alia, re-elect Directors and grant to
the Directors general mandates to issue Shares and to repurchase Shares.
The purpose of this circular is to provide you with further information on resolutions to be
proposed at the AGM and to give you notice of the AGM at which the resolutions will be
proposed to consider and, if thought fit, approve such matters.
LETTER FROM THE BOARD
– 3 –
II. RE-ELECTION OF DIRECTORS
In accordance with Bye-law 99 of the Bye-laws, Mr Li Fat Chung, Ms Wong Lam Kit Yee and
Ms Cao Qian will retire from office by rotation at the AGM and, being eligible, will offer
themselves for re-election.
In accordance with Bye-law 102(B) of the Bye-laws, Mr Zheng Fu Shuang will retire from
office at the AGM and, being eligible, will offer himself for re-election.
Relevant details, as at the Latest Practicable Date, of each of the Directors proposed for re-
election at the AGM are set out in Appendix I to this circular.
III. GENERAL MANDATES
At the annual general meeting of the Company held on 22 May 2006, resolutions were passed
by the then Shareholders granting general mandates to the Directors to issue Shares and to
repurchase Shares. These general mandates will lapse at the conclusion of the AGM. Resolutions
will therefore be proposed at the AGM to renew the grant of these general mandates.
1. General mandate to issue Shares
At the AGM, an ordinary resolution will be proposed to grant the Directors a general and
unconditional mandate to allot, issue, grant, distribute and otherwise deal with additional
Shares, not exceeding 20 per cent. of the Company’s issued share capital as at the date of
the resolution, for the period until the conclusion of the next annual general meeting of
the Company (or such earlier period as stated in the resolution) (“Share Issue Mandate”).
As at the Latest Practicable Date, the authorised share capital of the Company comprised
of 3,000,000,000 Shares and the number of Shares in issue were 1,100,562,040. Subject
to the passing of the relevant ordinary resolution at the AGM and on the basis that no
further Shares will be issued or repurchased prior to the AGM, the Company would be
allowed under the Share Issue Mandate to issue a maximum of 220,112,408 new Shares
during the period in which the Share Issue Mandate remains in force.
In addition, conditional upon the proposed resolution to authorise the repurchase of Shares
as is more particularly described under the section headed “General mandate to repurchase
Shares” being passed, an ordinary resolution will be proposed at the AGM to authorise
the Directors to exercise the powers to allot, issue, grant, distribute and otherwise deal
with additional Shares under the Share Issue Mandate in respect of the aggregate nominal
amount of share capital in the Company purchased by the Company.
2. General mandate to repurchase Shares
At the AGM, an ordinary resolution will also be proposed to grant the Directors a general
and unconditional mandate to exercise all the powers of the Company to purchase an
amount of Shares not exceeding 10 per cent. of the Company’s issued share capital as at
the date of the resolution, for the period until the conclusion of the next annual general
meeting of the Company (or such earlier period as stated in the resolution) (“Share
Repurchase Mandate”).
An explanatory statement required under the Share Repurchase Rules providing the
requisite information in respect of the Share Repurchase Mandate is set out in Appendix
II to this circular.
LETTER FROM THE BOARD
– 4 –
IV. NOTICE OF AGM
Notice of the AGM is set out on pages 11 to 14 of this circular.
There is enclosed a form of proxy for use at the AGM. A member entitled to attend and vote at
the AGM may appoint one or more proxies to attend and vote instead of him. A proxy need not
be a member of the Company. Whether or not you intend to be present at the AGM, you are
requested to complete the form of proxy and return it to the principal place of business of the
Company in Hong Kong in accordance with the instructions printed thereon not less than 48
hours before the time appointed for holding the AGM or any adjournment thereof. Completion
and return of the form of proxy will not preclude you from attending and voting in person at the
AGM should you so wish.
Your right to demand a poll on the resolutions proposed at the AGM is set out in Appendix III
to this circular.
V. RECOMMENDATIONS
The Directors believe that the proposed re-election of Directors and the proposed grant of the
Share Issue Mandate and the Share Repurchase Mandate are all in the best interests of the
Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote
in favour of all the relevant resolutions to be proposed at the AGM.
Yours faithfully,
For and on behalf of the Board
Zhang Zhao Dong
Chairman
APPENDIX I DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION
– 5 –
The following are the relevant details of those Directors proposed for re-election at the AGM.
1. Mr Li Fat Chung, aged 46, is an independent non-executive director of the Company. He is
also an independent non-executive director of Founder, the controlling shareholder of the
Company and a public company listed on the Main Board of the Stock Exchange. Mr Li is a
partner of Chan, Li, Law & Co., Certified Public Accountants, in Hong Kong. Mr Li is a
Certified Public Accountant (Practising) in Hong Kong. He is also a fellow member of the
Association of Chartered Certified Accountants in the United Kingdom, the Hong Kong Institute
of Certified Public Accountants and the Taxation Institute of Hong Kong. Mr Li received a
master degree in Business Administration from University of Warwick, England. Mr Li has
extensive experience in auditing, taxation and accounting.
Save as disclosed above, Mr Li does not hold any position with the Company and other members
of the Group, nor has any directorship in other listed public companies in the last three years.
Save as disclosed above, Mr Li does not have any relationship with any directors, senior
management, substantial shareholders or controlling shareholders of the Company. As at the
Latest Practicable Date, Mr Li does not have any interest in the shares of the Company within
the meaning of Part XV of the SFO.
Mr Li has entered into a service agreement with the Company for a period of one year
commenced on 30 June 2006. Mr Li is entitled to a director’s fee of HK$120,000 per annum,
which was determined by the Board by reference to the current market conditions and may be
reviewed from time to time at the discretion of the Board.
Save as disclosed above, there are no other matters relating to the re-election of Mr Li that need
to be brought to the attention of the Shareholders nor any information to be disclosed pursuant
to the requirements of Rule 13.51(2) of the Listing Rules.
2. Ms Wong Lam Kit Yee, aged 43, is an independent non-executive director of the Company.
She is also an independent non-executive director of Founder. Ms Wong is a Certified Public
Accountant (Practising) in Hong Kong. She is also a fellow member of the Association of
Chartered Certified Accountants in the United Kingdom and a member of the Hong Kong
Institute of Certified Public Accountants. Ms Wong has extensive experience in auditing and
accounting.
Save as disclosed above, Ms Wong does not hold any position with the Company and other
members of the Group, nor has any directorship in other listed public companies in the last
three years.
Save as disclosed above, Ms Wong does not have any relationship with any directors, senior
management, substantial shareholders or controlling shareholders of the Company. As at the
Latest Practicable Date, Ms Wong does not have any interest in the shares of the Company
within the meaning of Part XV of the SFO.
APPENDIX I DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION
– 6 –
Ms Wong has entered into a service agreement with the Company for a period of one year
commenced on 30 June 2006. Ms Wong is entitled to a director’s fee of HK$120,000 per annum,
which was determined by the Board by reference to the current market conditions and may be
reviewed from time to time at the discretion of the Board.
Save as disclosed above, there are no other matters relating to the re-election of Ms Wong that
need to be brought to the attention of the Shareholders nor any information to be disclosed
pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
3. Ms Cao Qian, aged 43, is an independent non-executive director of the Company. Ms Cao is a
Certified Public Accountant in the People’s Republic of China. Ms Cao graduated from the
Central University of Finance & Economics and obtained a bachelor degree in finance and
revenue professional. Ms Cao also received her EMBA degree from Peking University Guanghua
School of Management. Ms Cao is currently the Chief Financial Officer of China Travel Service
Hotel Corporation. Ms Cao has extensive experience in auditing, accounting and financial
management.
Save as disclosed above, Ms Cao does not hold any position with the Company and other
members of the Group, nor has any directorship in other listed public companies in the last
three years.
Save as disclosed above, Ms Cao does not have any relationship with any directors, senior
management, substantial shareholders or controlling shareholders of the Company. As at the
Latest Practicable Date, Ms Cao does not have any interest in the shares of the Company within
the meaning of Part XV of the SFO.
Ms Cao has entered into a service agreement with the Company for a period of one year
commenced on 30 June 2006. Ms Cao is entitled to a director’s fee of HK$120,000 per annum,
which was determined by the Board by reference to the current market conditions and may be
reviewed from time to time at the discretion of the Board.
Save as disclosed above, there are no other matters relating to the re-election of Ms Cao that
need to be brought to the attention of the Shareholders nor any information to be disclosed
pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
APPENDIX I DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION
– 7 –
4. Mr Zheng Fu Shuang, aged 41, is an executive director of the Company. Mr Zheng is also the
sole director and sole shareholder of Shining Wisdom Group Limited, a substantial shareholder
of the Company. Mr Zheng graduated from the Institute of Electronics, Chinese Academy of
Sciences with a master’s degree in Engineering, and Peking University Guanghua School of
Management with an EMBA degree. Mr Zheng has over 15 years’ experience in the information
technology industry in the People’s Republic of China. Mr Zheng was awarded the “Best
Technology Entrepreneur of Private Enterprise in China” ({5l|) and
“Gold Medal of Beijing Outstanding Young Entrepreneurs Contest” (l|
|) in 2004.
Save as disclosed above, Mr Zheng does not hold any position with the Company and other
members of the Group, nor has any directorship in other listed public companies in the last
three years.
Save as disclosed above, Mr Zheng does not have any relationship with any directors, senior
management, substantial shareholders or controlling shareholders of the Company. As at the
Latest Practicable Date, Mr Zheng is interested in 21.85% shares of the Company through
Shining Wisdom Group Limited. Save as disclosed above, Mr Zheng does not have any interest
in the shares of the Company within the meaning of Part XV of the SFO.
Mr Zheng has entered into a service agreement with the Company for an initial term of two
years commenced on 1 August 2006 and shall continue thereafter unless and until terminated
by either the Company or Mr Zheng in accordance with the service agreement. Under the terms
of the service agreement, Mr Zheng is not entitled to any director’s fee or salary payable by the
Company at the time entering into the service agreement, however, which may be reviewed
from time to time at the discretion of the Board. Mr Zheng is entitled to participate in any
profit-related bonus scheme as may be established by the Company and his entitlement
thereunder shall be determined at the absolute discretion of the Board and the total amount of
bonus payable to all executive directors of the Company shall not exceed 15 per cent. of the
audited consolidated net profit of the Group (after payment of all bonuses) after taxation and
minority interests but before extraordinary items of the Group for that financial year.
Save as disclosed above, there are no other matters relating to the re-election of Mr Zheng that
need to be brought to the attention of the Shareholders nor any information to be disclosed
pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
APPENDIX II EXPLANATORY STATEMENT
– 8 –
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 Share Repurchase Mandate.
SHARE REPURCHASE RULES
The Share Repurchase Rules provide that all proposed repurchases of securities by a company with a
primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of its
shareholders in general meeting, either by way of a general mandate or by a specific approval of a
particular transaction. A maximum of 10 per cent. of the fully paid-up securities of a company as at
the date of the passing of the relevant resolution may be repurchased on the Stock Exchange.
SHARE CAPITAL
As at the Latest Practicable Date, the authorised share capital of the Company comprised of
3,000,000,000 Shares and the number of Shares in issue were 1,100,562,040.
Subject to the passing of the relevant ordinary resolution at the AGM and on the basis that no further
Shares will be issued or repurchased prior to the AGM, the Company would be allowed under the
Share Repurchase Mandate to repurchase a maximum of 110,056,204 Shares during the period in
which the Share Repurchase Mandate remains in force. Any Shares repurchased pursuant to the
Share Repurchase Mandate must be fully paid-up.
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of
the previous twelve months preceding the Latest Practicable Date were as follows:
Highest Lowest
HK$ HK$
2006
April 0.320 0.235
May 0.300 0.222
June 0.280 0.230
July 0.310 0.233
August 0.245 0.200
September 0.255 0.190
October 0.249 0.199
November 0.240 0.200
December 0.250 0.202
2007
January 0.275 0.222
February 0.840 0.243
March 0.550 0.345
April (up to the Latest Practicable Date) 0.520 0.380
APPENDIX II EXPLANATORY STATEMENT
– 9 –
REASONS FOR REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole
to have a general authority from the Shareholders to enable the Directors to purchase Shares in the
market. Such repurchases may, depending on market conditions and funding arrangements at the
time, lead to an enhancement of the net asset value per Share of the Company and/or its earnings per
Share and will only be made when the Board believes that such repurchases will benefit the Company
and the Shareholders as a whole.
FUNDING OF REPURCHASE
In repurchasing Shares, the Company may only apply funds legally available for such purpose in
accordance with its memorandum of association, the Bye-laws and the applicable laws of Bermuda.
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 financial statements of the Company for the
year ended 31 December 2006) in the event that the Share Repurchase Mandate was to be exercised
in full at any time during the repurchase period. However, the Board does not propose to exercise the
Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse
effect on the working capital requirements or the gearing level of the Company.
UNDERTAKING
The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company
to make repurchases pursuant to the Share Repurchase Mandate in accordance with the Listing Rules
and the applicable laws of Bermuda so far as the same may be applicable.
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any
of their associates (as defined in the Listing Rules) has any present intention to sell Shares to the
Company or its subsidiaries under the Share Repurchase Mandate, if such is approved by the
Shareholders.
No connected person (as defined in the Listing Rules) has notified the Company that he has a present
intention to sell Shares to the Company or its subsidiaries, or has undertaken not to do so, in the event
that the Share Repurchase Mandate is approved by the Shareholders.
EFFECT OF THE TAKEOVERS CODE
If, as a result of a share repurchase by the Company, a Shareholder’s proportionate interest in the
voting rights of the Company increases, such increase may be treated as an acquisition for the purpose
of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in
concert, could obtain or consolidate control of the Company or become obliged to make a mandatory
offer in accordance with Rules 26 and 32 of the Takeovers Code.
APPENDIX II EXPLANATORY STATEMENT
– 10 –
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Founder,
being the only controlling shareholder of the Company, was interested in 363,265,000 Shares,
representing approximately 33% of the issued share capital of the Company. In the event that the
Directors exercised in full the power to repurchase Shares in accordance with the Share Repurchase
Mandate, the shareholding of Founder in the Company will be increased to approximately 36.67% of
the issued share capital of the Company. As a result, Founder would be required under Rule 26 of the
Takeovers Code to make a mandatory offer pursuant to such increase. The Directors have no present
intention to exercise in full the power to repurchase Shares pursuant to the Share Repurchase Mandate
so as to trigger the Takeovers Code.
SHARE REPURCHASE MADE BY THE COMPANY
There have been no repurchases of Shares by the Company made in the six months prior to the date
of this circular (whether on the Stock Exchange or otherwise).
APPENDIX III NOTICE OF AGM
– 11 –
(Incorporated in Bermuda with limited liability)
(Stock Code: 0618)
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of EC-Founder (Holdings)
Company Limited (the “Company”) will be held at Unit 1408, 14th Floor, Cable TV Tower, 9 Hoi
Shing Road, Tsuen Wan, New Territories, Hong Kong on Friday, 25 May 2007 at 10:30 a.m. for the
following purposes:
1. To receive and adopt the audited Financial Statements and the Reports of Directors and Auditors
of the Company for the year ended 31 December 2006.
2. To re-elect Directors and authorise the Board of Directors to fix the Directors’ remuneration.
3. To re-appoint Ernst & Young as Auditors of the Company and to authorise the Board of Directors
to fix their remuneration.
4. As special business, to consider and, if thought fit, pass the following resolution as an ordinary
resolution:
“THAT:
(A) subject to paragraph (B) below, the exercise by the Board of Directors during the Relevant
Period of all the powers of the Company to allot, issue, grant, distribute and otherwise
deal with additional Shares and to make, issue or grant offers, agreements, options,
warrants and other securities which will or might require Shares to be allotted, issued,
granted, distributed or otherwise dealt with during or after the end of the Relevant Period,
be and is hereby generally and unconditionally approved;
(B)the aggregate nominal amount of share capital allotted, issued, granted, distributed or
otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued,
granted, distributed or otherwise dealt with (whether pursuant to an option, conversion
or otherwise) by the Board of Directors pursuant to the approval in paragraph (A) above,
otherwise than pursuant to:
(i) a Rights Issue; or
(ii) the grant of options under the share option scheme of the Company or the exercise
of any of the subscription rights attaching to any options that have been or may be
granted thereunder; or
(iii) the exercise of rights of subscription or conversion under the terms of any warrant
issued by the Company or any securities which are convertible into Shares; or
APPENDIX III NOTICE OF AGM
– 12 –
(iv) any scrip dividend scheme or similar arrangement providing for allotment of Shares
in lieu of the whole or part of any dividend on Shares in accordance with the Bye-
laws of the Company
shall not exceed the aggregate of:
(a) 20 per cent. of the aggregate nominal amount of the share capital of the Company
in issue as at the date of passing this Resolution 4; and
(b) (if the Board of Directors are so authorised by a separate resolution of the
shareholders of the Company) the aggregate nominal amount of the share capital
of the Company purchased by the Company subsequent to the passing of this
Resolution 4 (up to a maximum equivalent to 10 per cent. of the aggregate nominal
amount of the share capital of the Company in issue as at the date of passing this
Resolution 4),
and the said approval shall be limited accordingly; and
(C) for the purposes of this Resolution 4:
(i) “Relevant Period” means the period from (and including) the date of passing this
Resolution 4 until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) 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
(c) the revocation or variation of the authority given under this Resolution 4 by
an ordinary resolution of the shareholders of the Company in general meeting;
(ii) “Rights Issue” means an offer of Shares open for a period fixed by the Board of
Directors to holders of Shares on the register of members (and, if appropriate, to
the holders of warrants and other securities which carry a right to subscribe or
purchase shares in the Company on the relevant register) on a fixed record date in
proportion to their then holdings of such Shares (and, if appropriate, such warrants
and other securities) (subject to such exclusions or other arrangements as the Board
of Directors may deem necessary or expedient in relation to fractional entitlements
or having regard to any legal or practical restrictions or obligations under the laws
of, or the requirements of any recognised regulatory body or any stock exchange
in, any jurisdiction or territory applicable to the Company); and
(iii) “Shares” means shares of all classes in the capital of the Company and warrants
and other securities which carry a right to subscribe or purchase shares in the
Company.”
APPENDIX III NOTICE OF AGM
– 13 –
5. As special business, to consider and, if thought fit, pass the following resolution as an ordinary
resolution:
“THAT:
(A) subject to paragraph (B) below, the exercise by the Board of Directors during the Relevant
Period of all the powers of the Company to purchase Shares on The Stock Exchange of
Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which
the Shares may be listed and which is recognised for this purpose by the Securities and
Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance
with all applicable laws, including the Hong Kong Code on Share Repurchases and 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 which may be purchased or agreed conditionally
or unconditionally to be purchased pursuant to the approval in paragraph (A) above shall
not exceed 10 per cent. of the aggregate nominal amount of the share capital of the
Company in issue as at the date of passing of this Resolution 5, and the said approval be
limited accordingly; and
(C) for the purposes of this Resolution 5:
(i) “Relevant Period” means the period from (and including) the passing of this
Resolution no. 5 until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) 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; or
(c) the revocation or variation of the authority given under this Resolution 5 by
an ordinary resolution of the shareholders of the Company in general meeting;
and
(ii) “Shares” means shares of all classes in the capital of the Company and warrants
and other securities which carry a right to subscribe or purchase shares in the
Company.”
6. As special business, to consider and, if thought fit, pass the following resolution as an ordinary
resolution:
“THAT, conditional on the passing of Resolutions 4 and 5, the exercise by the Board of Directors
of the powers referred to in paragraph (A) of Resolution 4 in respect of the share capital of the
Company referred to in sub-paragraph (b) of paragraph (B) of Resolution 4, be and is hereby
approved and authorised.”
By Order of the Board
Tang Yuk Bo, Yvonne
Company Secretary
Hong Kong, 30 April 2007
APPENDIX III NOTICE OF AGM
– 14 –
Notes:
(1) Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint another person as
his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint
more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.
(2)Where there are joint holders of any share, any one of such joint holders may vote at the meeting, either personally
or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders
are present at the meeting, that one of the said persons so present whose name stands first on the register of
members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
(3) In order to be valid, the instrument appointing a 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 or authority must be deposited at the
principal place of business of the Company in Hong Kong at Unit 1408, 14th Floor, Cable TV Tower, 9 Hoi Shing
Road, Tsuen Wan, New Territories, Hong Kong not less than 48 hours before the time for holding the meeting or
any adjournment there of.
APPENDIX IV PROCEDURE TO DEMAND A POLL
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The existing Bye-law 70 of the Bye-Laws sets out the procedure by which Shareholders may
demand a poll:
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of
hands unless voting by way of a poll is required by the rules of the Designated Stock Exchange or a
poll is demanded (before or on the declaration of the result of the show of hands or on the withdrawal
of any other demand for a poll) by:
(i) the Chairman of the meeting; or
(ii) at least three Shareholders present in person or by a duly authorised corporate representative or
by proxy for the time being entitled to vote at the meeting; or
(iii) any Shareholder or Shareholders present in person or by a duly authorised corporate
representative or by proxy and representing not less than one-tenth of the total voting rights of
all the Shareholders having the right to vote at the meeting; or
(iv) any Shareholder or Shareholders present in person or by a duly authorised corporate
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 the shares conferring that right; or
(v) by any Director or Directors (including the chairman of a general meeting of the Company)
who, individually or collectively, hold proxies in respect of shares representing 5 per cent. or
more of the total voting rights at such meeting and if on a show of hands such meeting votes in
the opposite manner to that instructed in those proxies.
Unless a poll be so demanded and the demand is not withdrawn, a declaration by the Chairman of the
meeting that a resolution has on a show of hands been carried or carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of
the Company shall be conclusive evidence of the fact without proof of the number or proportion of
the votes recorded in favour or against such resolution.
