Notice to Shareholders

Annual General Meeting

NOTICE IS HEREBY GIVEN that the FIFTY-SEVENTH ANNUAL GENERAL MEETING of the Company will be held at the Company's Registered Office, Central Harbour Services Pier, 1st Floor, Pier Road, Hong Kong, on Monday, the 29th day of April, 1985 at 12 noon for the following purposes :-

1. To receive and consider the Reports of the Directors and of the Auditors together with the

Statement of Accounts for the year ended 31st December, 1984.

2.

To declare a final dividend.

3.

To elect Directors.

4.

To appoint Auditors and fix their remuneration.

Notice is also given that the Share Register of the Company will be closed from Wednesday, the 27th day of March, 1985, to Thursday, the 4th day of April, 1985, both days inclusive.

Extraordinary General Meeting

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NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of the Company be held at the Company's Registered Office, Central Harbour Services Pier, 1st Floor, Pier Road, Hong Kong, on Monday, the 29th day of April, 1985 at 12.15 p.m. or as soon afterwards as the Fifty-Seventh Annual General Meeting of the Company is concluded, for the purpose of considering and if thought fit, passing the following Resolutions :-

1. Special Resolution :-

2.

"That the Capital of the Company be increased from $150,000,000 to $200,000,000 by the creation of 50,000,000 ordinary shares of $1.00 each."

Ordinary Resolution :--

"That it is desirable to capitalise the sum of $27,725,658 being part of the undivided profits of the Company standing at the credit of the Company's Share Premium Account and accordingly that a Special Bonus of $27,725,658 be declared and that such bonus be applied on behalf of the persons who on the 27th day of March, 1985, were the holders of the 138,628,290 issued shares of the Company in payment in full for 27,725,658 unissued ordinary shares credited as fully paid be accordingly allotted to such persons in the proportion of one such ordinary share for every five of the said 138,628,290 issued shares then held by such persons respectively, and that the shares so allotted shall be treated for all purposes as an increase of the nominal amount of the Capital of the Company held by each such shareholder and not as income, and that such shares shall rank for dividend from the 1st day of January, 1985, (but not so as to entitle them to participate in any dividend declared in respect of the year ended 31st December, 1984), and in all other respects pari passu with the present issued ordinary shares of the Company, and that no fractional certificates shall be issued but that shares representing fractions shall be allotted to a trustee to be nominated by the Directors upon trust for sale on such conditions as they consider expedient, and the net proceeds of sale shall be distributed proportionately amongst those members who would otherwise be entitled to such fractions and in satisfaction thereof."

By Order of the Board

Edmond T.C. Lau

Managing Director

Hong Kong, 12th March, 1985

Notes:

1.

A member entitled to attend and vote at these meetings is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not also be a member of the Company.

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2.

Proxy forms may be obtained on application at the registered office of the Company.

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