NOTICE is HEREBY GIVEN that the Twenty-Fifth Annual General Meeting of the shareholders of the Company will be held at 53rd Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong on Thursday, 20th November, 1997 at 12:30 p.m. for the following purposes :-

1. To receive and consider the report of Directors and the audited accounts for the year ended 30th June, 1997.
   

2. To declare the final dividend and special cash bonus.
   

3. To re-elect Directors.
   

4. To re-appoint auditors and authorise the Directors to fix their remuneration.
   

As special business, to consider and, if thought fit, to pass the following ordinary resolutions :

1. THAT :-
   

   (a) the exercise by the Directors during the Relevant Period of all the powers of the Company to repurchase shares of the Company be and it is hereby generally and unconditionally approved;
   

   (b) the aggregate nominal amount of the shares which may be repurchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Codes on Share Repurchases 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 at the date of passing this Resolution.
   

   (c) for the purpose of this Resolution:-
   

   "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:-
   

   (i) the conclusion of the next Annual General Meeting of the Company; or
   

   (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by its Articles of Association or by the laws of Hong Kong to be held; or
   

   (iii) the revocation or variation of the authority given to the Directors under this Resolution by passing of an ordinary resolution by the shareholders in general meeting.

2. THAT :-
   

   (a) subject to paragraph (c) of this Resolution, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options and warrants which might require the exercise of such power be and it 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, options and warrants which might require the exercise of such power after the end of the Relevant Period;
   

   (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to, (i) a Rights Issue, (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iii) 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 in accordance with the Articles of Association of the Company, shall not exceed the aggregate of :-
   

   (aa) 20 per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution plus
   

   (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of share capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution), and the said approval shall be limited accordingly.
   
   

   (d) for the purpose of this Resolution :-
   

   "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of :-
   

   (i) the conclusion of the next Annual General Meeting of the Company;
   

   (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by its Articles of Association or by the laws of Hong Kong to be held; or
   

   (iii) the revocation or variation of the authority given to the Directors under this Resolution by passing of an ordinary resolution by the shareholders in 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 on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or legal or practical problems having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).
   

3. THAT the Directors of the Company be and they are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of the resolution set out as Resolution No. 6 in the notice convening this Meeting in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution.
   

4. THAT the share option scheme referred to in the circular despatched to the shareholders on the same day as this Notice, the terms of which are set out in the printed document marked "A" now produced to the Meeting and for the purpose of identification signed by the Chairman hereof ("Scheme"), be approved and adopted to be the share option scheme for the Company and that the Directors of the Company be authorised to grant options thereunder and to allot and issue shares pursuant to the Scheme and to purchase shares of the Company in order to fulfil the agreements anticipated by the Scheme in which the Company has an option to purchase shares under the Scheme and to take all such steps as may be necessary or desirable to implement such Scheme and to vote on any matter connected therewith notwithstanding that they or any of them may be interested in the same.
   

5. To transact any other ordinary business.
   

By Order of the Board
Clement C.C.Lo
Secretary

Hong Kong, 8th October, 1997

Notes:

(1) With reference to Resolutions 5, 6 and 7 set out in the Notice of the Annual General Meeting, the Directors wish to state that they have no immediate plans to repurchase any existing shares or to issue any new shares or warrants pursuant to the relevant mandate.

(2) The Register of Members will be closed from Thursday, 13th November, 1997 to Thursday, 20th November, 1997 (both days inclusive). In order to establish entitlements to the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's Share Registrars, Central Registration Hong Kong Limited, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:00 p.m. on Wednesday, 12th November, 1997.

(3) Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company. All proxies must be deposited with the Share Registrars, Central Registration Hong Kong Limited, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for the meeting.

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