IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO.479 OF 2009 In the Matter CROCODILE GARMENTS LIMITED (“the Company”) In the Matter Section 166(1) of the COMPANIES ORDINANCE, Chapter 32 of the Laws of Hong Kong In the Matter Order 102, rule 2 of THE RULES OF THE HIGH COURT, Chapter 4A of the Laws of Hong Kong NOTICE OF COURT MEETING
NOTICE IS HEREBY GIVEN that, by an Order dated 24 March 2009 made in the above matters,
the Court has directed a meeting (“the Court Meeting”) to be convened of all holders of the ordinaryshares of HK$0.25 each in the capital of the Company other than those of such shares beneficiallyowned by Rich Promise Limited and Mr. Lam Kin Ming (“the Independent Shareholders”) for thepurpose of considering and, if thought fit, approving (with or without modification) a Scheme ofArrangement proposed to be made between the Company and the Independent Shareholders. SuchCourt Meeting will be held in Fanling Room, Lower Level I, Kowloon Shangri-La Hotel, 64 ModyRoad, Kowloon, Hong Kong on Thursday, 23 April 2009 at 10:00 a.m. at which place and time all theIndependent Shareholders are requested to attend.
A copy of the Scheme of Arrangement and a copy of the Explanatory Statement required to be
furnished pursuant to Section 166A of the above-mentioned Ordinance are incorporated in thecomposite document of which this Notice forms part and sent to the Independent Shareholderstogether with this Notice.
The Independent Shareholders may vote in person at the Court Meeting or they may appoint
another person, whether a member of the Company or not, as their proxy to attend and vote in their
stead. A pink form of proxy for use at the Court Meeting is enclosed with the composite document of
The pink form of proxy together with the instrument appointing the proxy and the power of
attorney or other authority under which it is signed or a notarially certified copy of that power or
authority shall be deposited with the Registrar of the Company, Tricor Tengis Limited, at 26th Floor,
Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time
for holding of the Court Meeting or adjourned Court Meeting at which the person named in such
instrument proposes to vote, but if the proxies are not so lodged they may be handed to the Chairman
of the Court Meeting at the Court Meeting. Completion and delivery of the form of proxy will not
preclude an Independent Shareholder from attending and voting at the Court Meeting if he so wishes,
but in the event of an Independent Shareholder attending and voting at the Court Meeting, the form
of proxy will be deemed to have been revoked. If an Independent Shareholder completes and delivers
the form of proxy, but does not attend and vote in person at the Court Meeting, a vote given in
accordance with the terms of an instrument of proxy or power of attorney shall be valid
notwithstanding the revocation of the proxy or the power of attorney or other authority under which
the proxy was executed provided no intimation in writing of such revocation shall have been received
by the company secretary of the Company or the Chairman of the Court Meeting on the day and at the
place, but before the commencement of the Court Meeting or adjourned Court Meeting at which the
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in
person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and
for this purpose seniority will be determined by the order in which the names stand on the Register
of Members of the Company in respect of the relevant joint holding.
For the purpose of determining the entitlements to attend and vote at the Court Meeting, the
Register of Members of the Company will be closed between 20 April 2009 and 23 April 2009, both
By the same Order, the Court has appointed Mr. Tong Ka Wing, Carl or, failing him, Mr. Wan
Yee Hwa, Edward or, failing him, Mr. Chow Bing Chiu to act as Chairman of the Court Meeting and
has directed the Chairman to report the result thereof to the Court.
The Scheme of Arrangement will be subject to the subsequent approval of the Court. WOO, KWAN, LEE & LO