THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
20 December 2007
If you are in any doubt as to any aspect of this circular, you should consult a 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 Prime Investments Holdings Limited, you should at
once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the
bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the
purchaser or the transferee.

PRIME INVESTMENTS HOLDINGS LIMITED

(incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 721)
ADOPTION OF THE NEW SHARE OPTION SCHEME,
TERMINATION OF THE EXISTING SHARE OPTION SCHEME,

AND
NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of the Company to be held at 4:30 p.m. on 15 January 2008
at Suite 6305, 63/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong is set out on pages 16 to 17
of this circular. Whether or not you are able to attend the special general meeting, you are requested to
complete the accompanying form of proxy in accordance with the instructions printed thereon and return
the same to the share registrar of the Company, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28
Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours
before the time appointed for the holding of the special general meeting. Completion and return of the
proxy form will not preclude you from attending and voting in person at the special general meeting
should you so wish.

CONTENT
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
– Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
– Proposal for Adoption of the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . 4
– Conditions Precedent of the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . 5
– SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
– Application for Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
– Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
– General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Appendix I – Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Appendix II – Summary of the Principal Terms of the New Share Option Scheme . . . . . . . 8
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

DEFINITIONS
1
In this circular, unless the context otherwise requires, the following expressions have the following
meanings:
“Adoption Date” the date on which the New Share Option Scheme shall fall to be
conditionally adopted by an ordinary resolution of the Shareholders
at the SGM
“associates” has the same meaning ascribed to it in the Listing Rules
“Board” board of Directors
“Business Day” a day (other than Saturday, Sunday and days on which a tropical
cyclone warning no.8 or above or black rainstorm warning signal
is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00
p.m.) on which banks are open in Hong Kong for general banking
business
“Company” Prime Investments Holdings Limited, a company incorporated in
the Cayman Islands and continued in Bermuda with limited liability
and the issued Shares of which are listed on the main board of the
Stock Exchange
“connected person” has the same meaning ascribed to it in the Listing Rules
“Directors” directors of the Company
“Eligible Participant(s)” full time employees of the Group (including any directors, whether
executive or non-executive and whether independent or not, of
the Company or any Subsidiary) or any person, such as suppliers,
consultations, agents and advisers etc, who, in the sole discretion
of the Board, has contributed or may contribute to the Group
eligible for Options under the New Share Option Scheme;
“Existing Share Option Scheme” the share option scheme for any full-time employees (including
the executive Directors) of the Group adopted by the Company on
24 May 2001
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the People’s
Republic of China
“Latest Practicable Date” 17 December 2007, being the latest practicable date prior to the
printing of this circular for the purpose of ascertaining certain
information contained in this circular

DEFINITIONS
2
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange
“New Share Option Scheme” the share option scheme which is proposed to be adopted by the
Company at the SGM, further information and a summary of the
principal terms of which are set out in Appendix II to this circular
“Option(s)” option(s) granted or to be granted to Eligible Participant(s) to
subscribe for Shares under the New Share Option Scheme
“Option Period” has the meaning ascribed to it in paragraph (e) of Appendix II on
page 9 of this circular
“Scheme Mandate Limit” has the meaning ascribed to it in paragraph (d) of Appendix II on
page 9 of this circular
“SGM” the special general meeting of the Company to be held on 15
January 2008 at Suite 6305, 63/F., Central Plaza, 18 Harbour
Road, Wanchai, Hong Kong to approve, among other matters, the
New Share Option Scheme
“Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company
“Shareholder(s)” holder(s) of Share(s)
“Stock Exchange” Wang Wen Xia Clarendon House
Mr. Pong Po Lam, Paul 2 Church Street
Mr. Wong Kwong Chi, Simon Hamilton, HM11
Bermuda
Non-executive Director:
Mr. Lan Ning Principal place of business
Dr. Chan Po Fun, Peter in Hong Kong:
Mr. Ding Xiaobin Suite 6305, 63/F
Central Plaza
Independent non-executive Directors: 18 Harbour Road
Dr. Cheung Wai Bun, Charles Wanchai
Mr. Zhang Yong Hong Kong
Mr. Gu Qiu Rong
20 December 2007
To the Shareholders
Dear Sirs
ADOPTION OF THE NEW SHARE OPTION SCHEME,
TERMINATION OF THE EXISTING SHARE OPTION SCHEME,

AND
NOTICE OF SPECIAL GENERAL MEETING
INTRODUCTION

The purpose of this circular is to provide you with the details of the New Share Option Scheme
and a notice to convene the SGM to consider and, if thought fit, to approve the adoption of the New
Share Option Scheme.

4
LETTER FROM THE BOARD
PROPOSAL FOR ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION
OF THE EXISTING SHARE OPTION SCHEME

The New Share Option Scheme
The Existing Share Option Scheme was adopted by the Company on 24 May 2001 by way of
Shareholders’ resolution will expire on 23 May 2011. As a result of the Stock Exchange amending
Chapter 17 (Share Option Scheme) of the Listing Rules on 1 October 2001, certain terms of the Existing
Share Option Scheme are no longer in compliance with Chapter 17 of the Listing Rules. Accordingly, the
Company propose to adopt the New Share Option Scheme which complies with Chapter 17 of the Listing
Rules and to terminate the operation of the Existing Share Option Scheme. No further options will be
granted under the Existing Share Option Scheme upon its termination. As at the Latest Practicable Date,
the Company has not adopted any share option scheme other than the Existing Share Option Scheme and
the Company has not granted any options under the Existing Share Option Scheme.
At the SGM, an ordinary resolution will be proposed for the Company to terminate the operation
of the Existing Share Option Scheme (such that no further options could thereafter be offered under the
Existing Share Option Scheme but in all other respects the provisions of the Existing Share Option
Scheme shall remain in full force and effect) and to approve and adopt the New Share Option Scheme,
which will take effect on the date of its adoption at the SGM subject to the Stock Exchange granting
approval for the listing of and dealing in the shares to be issued and allotted pursuant to the exercise of
options in accordance with the terms and conditions of the New Share Option Scheme.
The purpose of the New Share Option Scheme is to enable the Company to grant Options to the
Eligible Participants in recognition of their contribution to the Group.
Participants to whom Options shall be granted, the number of Shares subject to each Option and
the date on which the Options shall be granted. The basis for determining the subscription price is also
specified precisely in the rules of the New Share Option Scheme. There is no performance target specified
in the New Share Option Scheme. The Directors consider that the aforesaid criteria and rules will serve
to preserve the value of the Company and encourage Eligible Participants to acquire proprietary interests
in the Company.
As at the Latest Practicable Date, the Company has 2,370,906,222 issued Shares. Assuming that
there is no change in the issued share capital between the period from the Latest Practicable Date and the
Adoption Date, the number of Shares issuable pursuant to the New Share Option Scheme on the Adoption
Date will be 237,090,622 Shares.
The Directors consider that it is not appropriate to state the value of all Options that can be
granted pursuant to the New Share Option Scheme as if they had been granted on the Latest Practicable
Date as a number of variables which are crucial for the calculation of the Option value have not been
determined. Such variables include but are not limited to the exercise price, exercise period, lock-up
period (if any), and predetermined performance targets (if any). The Directors believe that any calculation
of the value of the Options as at the Latest Practicable Date based on a number of speculative assumptions
would not be meaningful and would be misleading to Shareholders.

5
LETTER FROM THE BOARD

With respect to the operation of the New Share Option Scheme, the Company will, where applicable,
comply with the relevant requirements under Chapter 17 of the Listing Rules.
CONDITIONS PRECEDENT OF THE NEW SHARE OPTION SCHEME

The adoption of the New Share Option Scheme is conditional upon:
(a) the passing of an ordinary resolution to adopt the New Share Option Scheme by the
Shareholders; and
(b) the Listing Committee of the Stock Exchange granting:
(i) approval of the New Share Option Scheme;
(ii) approval of the subsequent grant of Options by the Company pursuant to the terms
and conditions of the New Share Option Scheme; and
(iii) the listing of and permission to deal in any Shares which may fall to be issued by the
Company pursuant to the exercise of Options in accordance with the terms and
conditions of the New Share Option Scheme.
Subject to the obtaining of Shareholders’ approval with respect to the adoption of the New Share
Option Scheme at the SGM, the total number of Shares which may be issued upon exercise of all Options
to be granted under the New Share Option Scheme and any other schemes must not in aggregate exceed
10 per cent. of the total issued capital of the Company as at the Adoption Date unless the Company
obtains a fresh approval from Shareholders to renew the 10 per cent. limit. Also, the maximum number of
Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised
under the Share Option Scheme and any other schemes must not exceed 30 per cent. of the issued share
capital of the Company from time to time.
A summary of the principal terms of the New Share Option Scheme which is proposed to be
approved and adopted by the Company at the SGM is set out in the Appendix II to this circular on pages
16 to 17. A copy of the rules of the New Share Option Scheme is available for inspection at the
Company’s principal place of business in Hong Kong at Suite 6305, 63/F., Central Plaza, 18 Harbour
Road, Wanchai, Hong Kong during normal business hours from the date hereof up to and including 31
January 2008.
In accordance with the requirements of the Listing Rules, the Company will publish in the
newspapers as an announcement on the outcome of the SGM in respect of the resolution relating to the
adoption of the New Share Option Scheme on the Business Day following the date of the SGM.

6
LETTER FROM THE BOARD
SPECIAL GENERAL MEETING

A notice of the SGM which will be held at Suite 6305, 63/F., Central Plaza, 18 Harbour Road,
Wanchai, Hong Kong at 4:30 p.m. on 15 January 2008 is set out on pages 16 to 17 of this circular. An
ordinary resolution will be proposed at the SGM to seek Shareholders’ approval to adopt the New Share
Option Scheme.
A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to be
present at the SGM, you are requested to complete this form of proxy and return it to the branch share
registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28
Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon no later
than 48 hours before the time of the SGM. Completion and return of the form of proxy will not preclude
you from attending and voting in person at the SGM should you so wish.
APPLICATION FOR LISTING

Application will be made to the Listing Committee of the Stock Exchange for the approval of the
New Share Option Scheme and the subsequent granting of Options thereunder and for the listing of, and
permission to deal in, the Shares to be issued pursuant to the exercise of the Options granted under the
New Share Option Scheme.
RECOMMENDATION

The Directors consider that the proposed adoption of the New Share Option Scheme are in the best
interests of the Company and the Shareholders as a whole as the provisions of the New Share Option
Scheme and any Options granted thereunder will be in line with the requirements of Chapter 17 in the
Listing Rules. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary
resolution to be proposed at the SGM.
GENERAL

The New Share Option Scheme will be approved on the basis that it will comply with the Listing
Rules in force from time to time.
The English text of this circular and form of proxy shall prevail over the Chinese text.
Yours faithfully
For and on behalf of the Board of
Prime Investments Holdings Limited
Wang Wen Xia
Executive Director/CEO

7
APPENDIX I RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of
giving information with regard to the Company. The Directors collectively and individually accept full
responsibility for the accuracy of the information contained in this circular and confirm, having made all
reasonable enquires, that to the best of their knowledge and belief there are no other facts the omission of
which would make any statement herein misleading.

8
APPENDIX II SUMMARY OF THE PRINCIPAL TERMS
OF THE SHARE OPTION SCHEME
THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the New Share Option Scheme:
(a) Purpose of the New Share Option Scheme
The purpose of the New Share Option Scheme is to enable the Company to grant Options to
Eligible Participants of the Group in recognition of their contribution to the Group.
(b) Grant and acceptance of Options
Subject to the terms of the New Share Option Scheme, the Directors may, at their absolute
discretion, invite employees of the Group including executive directors, the non-executive
directors of the Company or any of its subsidiary, or any person such as suppliers, consultants,
agents and advisers etc, whether on a contractual or honorary basis and whether paid or
unpaid, who have contributed or will contribute to the Group to take up Options to subscribe
for Shares at a price calculated in accordance with paragraph (c) below.
An offer of the grant of an Option shall be made to Eligible Participants in writing in such
form as the Board may from time to time determine and shall remain open for acceptance by
the Eligible Participant concerned for a period of 28 days from the date upon which it is
made provided that no such offer shall be open for acceptance after the earlier of the 10th
anniversary of the Adoption Date or the termination of the New Share Option Scheme.
A non-refundable nominal consideration of HK$1.00 is payable by the grantee upon
acceptance of an Option. An Option shall be deemed to have been accepted when the
duplicate letter comprising acceptance of the Option duly signed by the Eligible Participant
together with the said consideration of HK$1.00 is received by the Company.
Any offer of the grant of an Option may be accepted in respect of less than the number of
Shares in respect of which it is offered provided that it is accepted in such number of Shares
as represents a board lot for the time being for the purpose of trading on the Stock Exchange
or an integral multiple thereof.
(c) Price of Shares
The exercise price for Shares under the New Share Option Scheme may be determined by
the Board at its absolute discretion but in any event will not be less than the higher of: (i)
the closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange
on the date of grant, which must be a Business Day, (ii) the average closing price of the
Shares as stated in the daily quotations sheets of the Stock Exchange for the five Business
Days immediately preceding the date of grant, and (iii) the nominal value of a share.

9
APPENDIX II SUMMARY OF THE PRINCIPAL TERMS
OF THE SHARE OPTION SCHEME

(d) Maximum number of Shares
(i) Subject to (iii) below, the maximum number of Shares in respect of which Options
may be granted under the New Share Option Scheme shall not, when aggregated with
any Shares subject to any other schemes, exceed such number of Shares as represent
10 per cent. of the issued Shares as at the Adoption Date (the “Scheme Mandate
Limit”). The Company may seek approval Shareholders in a general meeting for
“refreshing” the Scheme Mandate Limit. However, the total number of Shares which
may be issued upon exercise of all Options to be granted under all of the schemes of
the Company (or its subsidiary) under the limit as “refreshed” must not exceed 10 per
cent. of the Shares in issue as at the date of approval of the limit. Options previously
granted under the scheme (including those outstanding, cancelled, lapsed in accordance
with the scheme or exercised Options) will not be counted for the purpose of calculating
the limit as “refreshed”.
(ii) Subject to (iii) below, the Company may issue Options to Eligible Participants
specifically identified over and above the Scheme Mandate Limit subject to
shareholders’ approval in a general meeting and the issue of a circular.
(iii) The total number of Shares which may be issued upon exercise of all outstanding
Options granted and yet to be exercised under the New Share Option Scheme and any
other scheme of the Company must not exceed 30 per cent. of the total issued Shares
from time to time
The total number of Shares issued and to be issued on the exercise of Options granted and
to be granted (including both exercised and outstanding Options) in any 12-month period up
to the date of grant of each Eligible Participant shall not exceed 1 per cent. of the total
issued Shares unless (i) a shareholders’ circular is despatched to the Shareholders; (ii) the
Shareholders approve the grant of the Options in excess of the 1 per cent. limit referred to
in this paragraph; and (iii) the relevant Eligible Participant and its associates abstain from
voting on such resolution.
The exercise of any Option shall be subject to Shareholders’ approval in a general meeting
of any necessary increase in the authorised share capital of the Company. Subject thereto,
the Board shall make available sufficient authorised but unissued share capital of the Company
to allot the Shares on the exercise of Options.
(e) Exercise of Options
An Option may be exercised at any time during the period to be determined and identified
by the Board to each grantee at the time of making an offer for the grant of an Option, but
in any event no later than 10 years from the date of grant but subject to the early termination
of the New Share Option Scheme (the “Option Period”).

10
APPENDIX II SUMMARY OF THE PRINCIPAL TERMS
OF THE SHARE OPTION SCHEME

An Option may be exercised in whole or in part by the grantee giving notice in writing to
the Company stating that the Option is thereby exercised and the number of Shares in
respect of which it is exercised. Each such notice must be accompanied by a remittance for
the full amount of the subscription price for the Shares in respect of which the notice is
given. Within 28 days after receipt of the notice and the remittance and, where appropriate,
receipt of the certificate of the Company’s auditors, the Company shall allot and issue the
relevant Shares to the grantee (or his legal personal representative(s)) credited as fully paid.
There is no performance target which must be achieved before any of the Options can be
exercised.
(f) Restrictions on the time of grant of Options
Grant of Options may not be made after a price sensitive event has occurred or a price
sensitive matter has been the subject of a decision until such price sensitive information has
been published in the newspapers. In particular, no Option may be granted during the period
commencing one month immediately preceding the earlier of (i) the date of the Board
meeting for the approval of the Company’s interim or annual results and (ii) the deadline for
the Company to publish its interim or annual results announcement and ending on the date
of the results announcement.
(g) Rights are personal to grantees
An Option is personal to the grantee and shall not be assignable. An Option shall not be
sold, transferred, charged, mortgaged, encumbered or created with any interest in favour of
any third party.
(h) Rights on dismissal or ceasing employment
If the grantee of an Option, being an employee of a member of the Group, ceases to be an
Eligible Participant for any reason other than his death or the termination of his employment
on one or more of the grounds of persistent or serious misconduct, bankruptcy, insolvency,
composition with his creditors generally or conviction of any criminal offence or other
ground on which an employer would be entitled to terminate his employment pursuant to
any applicable law, his Option (to the extent not already exercised) will lapse on the date of
cessation of his employment and shall not be exercisable unless the Board otherwise
determines in which event, the Option (or such remaining part thereof) shall be exercisable
within such period as the Board may determine following the date of such cessation, which
date shall be the last actual working day with the Company or the relevant subsidiary
whether salary is paid in lieu of notice or not.

11
APPENDIX II SUMMARY OF THE PRINCIPAL TERMS
OF THE SHARE OPTION SCHEME

(i) Rights on death
If the grantee of an Option, being an employee of a member of the Group, ceases to be an
employee of the Group by reason of his death and none of the events which would be
ground for termination of his employment under paragraph (h) above occurs, his personal
representative(s) may exercise the Option in full (to the extent not already exercised) within
a period of 12 months following the date of his death (or such longer period as the Board
may determine).
(j) Cancellation of Options
Any cancellation of Options granted but not exercised and the issuance of new Options to
the same grantee may only be made under the New Share Option Scheme with available
unissued Options (excluding the cancelled Options) within the Scheme Mandate Limit referred
to in paragraph (d)(i) above. Options lapsed in accordance with the terms of the New Share
Option Scheme will not be counted for the purpose of calculating the Scheme Mandate
Limit.
(k) Effect of alterations to share capital
In the event of any alteration in the capital structure of the Company by way of capitalisation
of profits or reserved, rights issue, consolidation, subdivision or reduction of the share
capital of the Company (other than an issue of Shares as consideration in respect of a
transaction while any Option remains exercisable), such corresponding alterations (if any)
certified by an independent financial advisor or the auditors of the Company for the time
being as fair and reasonable and in accordance with the requirements set out in this paragraph
shall be made in the number of Shares subject to the Option so far as unexercised; and/or
the subscription price; provided that no alteration shall be made so that a Share would be
issued at less than its nominal value or which would give a grantee a different proportion of
the issued share capital of the Company as that to which he was previously entitled.
(l) Rights on a general offer
In the event of a general offer being made to all Shareholders (or all such holders other than
the offeror and/or person controlled by the offeror and/or any person acting in concert (as
defined in the Takeovers Code) with the offeror) and such offer becomes or is declared
unconditional during the Option Period of the relevant Option, the grantee (or his personal
representative(s)) shall be entitled to exercise the Option in full (to the extent not already
exercised) at any time within one month after the date on which the offer becomes or is
declared unconditional.

12
APPENDIX II SUMMARY OF THE PRINCIPAL TERMS
OF THE SHARE OPTION SCHEME

(m) Rights on winding up
In the event a notice is given by the Company to its members to convene a general meeting
for the purpose of considering and, if thought fit, approving a resolution to voluntarily
wind-up the Company, the Company shall on the same date or as soon as after it despatches
such notice to each member of the Company give notice thereof to all grantees and any
grantee (or his personal representative(s) provided none of the events which would be
ground for termination of his employment under paragraph (h) above occurs) may by notice
in writing to the Company accompanied by a remittance for the full amount of the aggregate
subscription price in respect of the relevant Option (such notice to be received by the
Company no later than two Business Days prior to the propose general meeting) exercise
the Option (to the extent not already exercised) either to its full extent or to the extent that
he may specify in his notice and the Company shall as soon as possible and in any event no
later than the Business Day immediately prior to the date of the proposed general meeting
referred to above, allot and issue such number of Shares to the grantee credited as fully
paid.
(n) Rights on reconstruction, compromise or arrangement
If a compromise or arrangement between the Company and its members or creditors is
proposed for the purpose of or in connection with a scheme for the reconstruction or
amalgamation of the Company, the Company shall give notice to the grantee on the same
date as it despatched the notice to each member or creditor of the Company to consider such
a compromise or arrangement, and thereupon the grantee (or his personal representative(s)
may by notice in writing to the Company accompanied by a remittance of the full amount of
the subscription price in respect of which the notice is given (such notice to be received by
the Company no later than two Business Days prior to the proposed meeting) exercise the
Option (to the extent not already exercised) either to its full extent or to the extent specified
in the notice and the Company shall as soon as possible and in any event no later than the
Business Day immediately prior to the date of the proposed general meeting allot and issue
such number of Shares to the grantee credited as fully paid.
(o) Ranking of Shares
The Shares to be allotted upon the exercise of an Option will be subject to all the provisions
of the bye-laws of the Company for the time being in force and will rank pari passu in all
respects with the fully paid Shares in issue on the date of allotment and accordingly will
entitle the holders of Shares to participate in all dividends or other distributions paid or
made on or after the date of allotment other than any dividends or other distributions
previously declared or recommended or resolved to be paid or made with respect to a record
date which shall be before the date of allotment.

13
APPENDIX II SUMMARY OF THE PRINCIPAL TERMS
OF THE SHARE OPTION SCHEME

(p) Duration and administration of the New Share Option Scheme
The New Share Option Scheme shall continue in force for the period commencing from the
Adoption Date and expiring at the close of business on the tenth anniversary thereof, after
such period no further Options will be granted but the provisions of the New Share Option
Scheme shall remain in full force and effect in respect of any Options granted before its
expiry or termination but not yet exercised. The New Share Option Scheme shall be subject
to the administration of the Board whose decision (save as otherwise provided therein) shall
be final and binding on all parties.
(q) Alterations to the terms of the New Share Option Scheme
(i) The provisions relating to the matters set out in rule 17.03 of the Listing Rules
cannot be altered to the advantage of participants without the prior approval of
Shareholders in a general meeting.
(ii) Any alterations to the terms and conditions of the New Share Option Scheme of the
Company or any of its subsidiaries which are of a material nature or any change to
the terms of Options granted must be approved by Shareholders, except where the
alterations take effect automatically under the existing terms of the New Share Option
Scheme.
(iii) The amended terms of the New Share Option Scheme or the Options must still
comply with the relevant requirements of Chapter 17 of the Listing Rules.
(iv) Any change to the authority of the Directors or the New Share Option Scheme
administrators in relation to any alteration to the terms of the New Share Option
Scheme must be approved by Shareholders in a general meeting.
(r) Conditions of the New Share Option Scheme
The New Share Option Scheme is conditional upon:
(i) the passing of an ordinary resolution to adopt the New Share Option Scheme by the
Shareholders; and
(ii) the Listing Committee of the Stock Exchange granting:
(a) approval of the New Share Option Scheme;
(b) approval of the subsequent grant of Options by the Company pursuant to the
terms and conditions of the New Share Option Scheme; and
(c) the listing of and permission to deal in any Shares which may fall to be issued
by the Company pursuant to the exercise of Options in accordance with the
terms and conditions of the New Share Option Scheme.

14
APPENDIX II SUMMARY OF THE PRINCIPAL TERMS
OF THE SHARE OPTION SCHEME

(s) Grant of Options to connected persons or any of their associates
Any grant of Options to a connected person or its associates must be approved by the
independent non-executive Directors (excluding any independent non-executive Director
who is the grantee of the Options). Where Options are proposed to be granted to a connected
person who is also a substantial shareholder of the Company or an independent non-executive
Director or their respective associates and if such grant would result in the total number of
Shares issued and to be issued upon exercise of the Options granted and to be granted
(including Options exercised, cancelled and outstanding) in any 12-month period up to and
including the date of grant to such person representing in aggregate over 0.1 per cent. of the
total issued Shares and having an aggregate value, based on the closing price of the securities
at the date of each grant, in excess of HK$5 million, then the proposed grant must be
subject to the approval of Shareholders taken on a poll in a general meeting. All connected
persons of the Company must abstain from voting at such general meeting (except where
any connected person intends to vote against the proposed grant provided that his intention
to do so has been stated in the shareholders’ circular to be issued as stated below).
A shareholders’ circular must be prepared by the Company explaining the proposed grant,
disclosing (i) the number and terms of the Options to be granted, (ii) containing a
recommendation from the independent non-executive Directors (excluding any independent
non-executive Director who is a grantee) on whether or not to vote in favour of the proposed
grant, (iii) containing information relating to any Directors who are trustees of the scheme
or have a direct or indirect interest in the trustees.
Any change in the terms of Options granted to a connected person or its associates must be
approved by Shareholders in a general meeting.
(t) Lapse of Options
An Option shall lapse automatically (to the extent not already exercised) on the earliest of:
(i) subject to paragraph (e), the expiry of the Option Period;
(ii) the expiry of any of the periods referred to in paragraph (h), (i), (l), (m) or (n);
(iii) the date on which the grantee ceases to be an Eligible Participant by reason of the
termination of his employment or appointment (as the case may be) on any one or
more of the grounds under paragraph (h). A resolution of the Board of the Company
or the relevant subsidiary to the effect that employment or appointment (as the case
may be) of a grantee has or has not been terminated on one or more of the grounds
specified above shall be conclusive and binding on the grantee; or
(iv) the date on which the grantee commits a breach of paragraph (h).

15
APPENDIX II SUMMARY OF THE PRINCIPAL TERMS
OF THE SHARE OPTION SCHEME

(u) Termination
The Company by ordinary resolution in a general meeting may at any time terminate the
operation of the New Share Option Scheme and in such event no further Options will be
offered but in all other respects the provisions of the New Share Option Scheme shall
remain in force to the extent necessary to give effect to the exercise of any Options granted
prior to such termination.
Details of the Options granted, including Options exercised or outstanding, under the New
Share Option Scheme shall be disclosed in the circular to Shareholders seeking approval of
any subsequent share option scheme to be established after such termination.
(v) General
The terms of the New Share Option Scheme (and any other schemes adopted by the Company
from time to time) shall be in accordance with the requirements set out in Chapter 17 of the
Listing Rules.
The Company will comply with the relevant statutory requirements and the Listing Rules
from time to time in force on a continuing basis in respect of the New Share Option Scheme
and any other schemes of the Company.
Any dispute arising in connection with the New Share Option Scheme shall be referred to the
decision of the auditors of the Company who shall act as experts and not as arbitrators and whose
decision, in the absence of manifest error, shall be final and binding.

16
NOTICE OF SGM
PRIME INVESTMENTS HOLDINGS LIMITED

(incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 721)
NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of Prime Investments
Holdings Limited (the “Company”) will be held at 4:30 p.m. on Tuesday, 15 January 2008 at Suite 6305,
63/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if
thought fit, passing the following resolution which will be proposed as an ordinary resolution:
ORDINARY RESOLUTION

To consider and, if thought fit, to pass with or without amendments, the following resolution as an
ordinary resolution of the company:
(1) “THAT subject to and conditional upon the passing of Ordinary Resolution No.2 set out in
this Notice and the conditions referred to therein being satisfied or fulfilled, the operation
of the existing share option scheme adopted by the Company by ordinary resolution of its
shareholders on 24 May 2001 be terminated.”
(2) “THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong
Limited granting the listing of and permission to deal in the shares (the “Shares”) of
HK$0.01 each in the capital of the Company falling to be issued pursuant to the share
option scheme (the “New Share Option Scheme”), the terms of which are set out in the
document marked “A” which has been produced to this meeting and signed by the chairman
of this meeting for the purpose of identification, the rules of the New Share Option Scheme
be and are hereby approved and adopted and the directors of the Company be and are
hereby authorised to grant options and to allot, issue and deal with Shares pursuant to the
exercise of any option granted thereunder and to take all such steps as they may consider
necessary or expedient to implement the New Share Option Scheme.”
Yours faithfully
On behalf of the board of directors of
Prime Investments Holdings Limited
Ms. Wang Wen Xia
Executive Director/CEO
Hong Kong, 20 December 2007

17
NOTICE OF SGM

Registered office: Principal place of
Clarendon House business in Hong Kong:
2 Church Street Suite 6305, 63/F
Hamilton, HM 11 Central Plaza
Bermuda 18 Harbour Road
Wanchai
Hong Kong
Notes:
1 A member entitled to attend and vote at the Meeting convened by the above notice (or any adjournment thereof) is
entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, vote in his
stead. A proxy need not be a member of the Company.
2 A form of proxy for use at the Meeting (or any adjournment thereof) is enclosed.
3 Where there are 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 were solely entitled thereto; but if more than one of such joint holders be
present at the Meeting personally or by proxy, that one of the said person as present whose name stands first on the
register in respect of such Share shall alone be entitled to vote in respect thereof.
4 In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed
thereon and deposited together with a power of attorney or other authority (if any) under which it is signed or a notarially
certified copy of that power or authority, at the office of the Company’s Hong Kong branch registrar, Tricor Tengis
Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong no later than 48 hours before the
time for holding the Meeting or adjourned meeting. Completion and return of a form of proxy will not preclude a member
from attending in person and voting at the above meeting or any adjournment thereof, should he so wish.
As at the date hereof, the Board comprises Ms. Wang Wen Xia and Mr. Pong Po Lam, Paul and Mr.
Wong Kwong Chi, Simon being the executive Directors, Mr. Lan Ning, Dr. Chan Po Fun, Peter and Mr.
Ding Xiaobin being the non-executive Directors and Dr. Cheung Wai Bun, Charles, Mr. Zhang Yong and
Mr. Gu Qiu Rong being the independent non-executive Directors.