CMB_1990 — Page 11

CHINA MOTOR BUS COMPANY, LIMITED

Registered Office: 510 King's Road North Point Hong Kong

17th October, 1990

To the shareholders,

Dear Shareholder,

PROPOSED ALTERATIONS TO MEMORANDUM

AND ARTICLES OF ASSOCIATION

For some time now, consideration has been given by your directors to the possibility of making certain alterations to rationalise and up-date the existing Memorandum and Articles of Association of the Company to bring into effect various changes in law and practice over the past few years. As you will be aware, the Ordinary Yearly Meeting of the Company is to be held at 510 King's Road, North Point, Hong Kong on 7th December, 1990 at 11:30 a.m.. It has been decided to take this opportunity of calling an Extraordinary Meeting of the Company immediately after the Ordinary Yearly Meeting for the purposes of considering the resolutions referred to in the Notice of Extraordinary Meeting attached.

A summary of the most significant proposed amendments is set out in the Schedule. Copies of the proposed amendments to the Articles along with the existing Memorandum and Articles of Association are available for inspection at: Linklaters & Paines, Solicitors, 14/F Alexandra House, Hong Kong (attn: Miss Christine Chang Tel. 842 4888) on any week day during office hours up to and including 7th December, 1990.

Enclosed is a notice convening an Extraordinary Meeting of the Company to be held at 510 King's Road, North Point, Hong Kong on 7th December, 1990 at 11:45 a.m. (or so soon thereafter as the Ordinary Yearly Meeting of the Company convened for the same date and place shall have been concluded or adjourned). Your Board would urge you to attend the meeting and to vote in favour of the resolutions set out in the notice and, where you do not propose to attend the meeting, to return a proxy form as soon as possible and in any event not later than 48 hours before the meeting.

Lodging a proxy form will not prevent you from attending and voting at the meeting should you so desire.

Yours faithfully, NGAN Shing-kwan Chairman