10:05     VXL CAPITAL<00727> - Announcement (1)                               

    The Stock Exchange of Hong Kong Limited takes no                          
    responsibility for the contents of this announcement,                     
    makes no representation as to its accuracy or                             
    completeness and expressly disclaims any liability                        
    whatsoever for any loss howsoever arising from or in                      
    reliance upon the whole or any part of the contents                       
    of this announcement.                                                     
                                                                              
                                                                              
    VXL CAPITAL LIMITED                                                       
    (Incorporated in Hong Kong with limited liability)                        
    (Stock Code: 727)                                                         
                                                                              
                                                                              
    PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION           
                                                                              
    At the board meeting of VXL Capital Limited (the                          
    "Company") held on 27th April, 2005, the board of                         
    directors of the Company (the "Board") approved, inter                    
    alia, a proposal to adopt a new set of memorandum and                     
    articles of association of the Company (the "New M&A").                   
    The adoption of the New M&A is subject to the approval                    
    of the shareholders of the Company (the "Shareholders")                   
    by way of special resolutions at the forthcoming                          
    annual general meeting of the Company (the "AGM").                        
                                                                              
    The directors of the Company (the "Directors") propose                    
    to amend the existing articles of association of the                      
    Company (the "Existing Articles") to ensure                               
    compliance with the requirements under the current                        
    Listing Rules. The Directors also propose to take this                    
    opportunity to make certain drafting improvements to                      
    and modernize the existing memorandum and articles                        
    of association of the Company (the "Existing M&A").                       
    In view of the amount of amendments involved, the                         
    Directors consider that it is in the interest of the                      
    Shareholders to have the New M&A adopted in                               
    substitution for the Existing M&A instead of making                       
    piecemeal amendments to the Existing M&A.                                 
                                                                              
    A circular containing, inter alia, a summary of the                       
    major changes introduced by the New M&A proposed to                       
    be adopted and a notice convening the AGM will be                         
    dispatched to the Shareholders in due course.                             
                                                                              
    INTRODUCTION                                                              
                                                                              
    The Board announces that at a meeting of the Board                        
    on 27th April, 2005, the Board approved, inter alia,                      
    a proposal to adopt the New M&A. The proposed adoption                    
    of the New M&A is subject to the approval of the                          
    shareholders of the Company by way of special                             
    resolutions at the AGM.                                                   
                                                                              
    PROPOSED ADOPTION OF THE NEW M&A                                          
                                                                              
    The Company adopted the Existing Articles on 29 December 1997.            
    Since then, the Stock Exchange has made a number of amendments            
    to the Listing Rules, including, amongst others, amendments               
    relating to corporate governance issues and continuing listing            
    obligations, most of which have come into effect on 31 March 2004.        
    Such amendments include amendments to Appendix 3 and Appendix 13          
    to the Listing Rules which set out the requirements relating to the       
    articles of association of listed issuers.                                
                                                                              
    The Securities and Futures (Clearing Houses)                              
    Ordinance ("repealed Ordinance") has been repealed                        
    with the coming into effect of the Securities and                         
    Futures Ordinance ("SFO") from 1 April 2003. On                           
    commencement of the SFO, a recognized clearing house                      
    under the repealed Ordinance, Hong Kong Securities                        
    Clearing Company Limited, shall be deemed to have been                    
    recognized as a clearing house under the SFO.                             
                                                                              
    In addition to the above, the Companies (Amendment)                       
    Ordinance 2003 came into operation on 13 February 2004                    
    and there are a few changes to be adopted in the New                      
    M&A to reflect the amendments under the Companies                         
    (Amendment) Ordinance 2003.