11:02 WAI YUEN TONG<00897> - Announcement (4) As at the date of this announcement, the Board comprises two executive directors, namely Mr. Tang Ching Ho and Mr. Chan Chun Hong, Thomas, a non-executive director, namely Mr. Leung Wai Ho, and three independent non-executive Directors, namely Mr. Siu Man Ho, Simon, Mr. Yuen Chi Choi and Mr. Cho Wing Mou. By Order of the Board Wai Yuen Tong Medicine Holdings Limited Chan Chun Hong, Thomas Managing Director Hong Kong, 13 May 2005 * For identification purpose only NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that a special general meeting of Wai Yuen Tong Medicine Holdings Limited (the "Company") will be held at 3503, 35/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on Wednesday, 8 June 2005 at 9:30 a.m. or at any adjournment thereof, for the purposes of considering and, if thought fit, passing, with or without modification, the following resolution of the Company: SPECIAL RESOLUTIONS THAT, conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting the permission to deal in, shares of HK$0.01 each in the issued share capital of the Company upon the Capital Reorganisation (as defined below) becoming effective, with effect from 9:30 a.m. on the next business day (not being a Saturday) after the date on which this resolution is passed (the "Effective Date"): - (a) every ten (10) shares of HK$0.01 each in the capital of the Company in issue on the Effective Date be consolidated into one (1) share of HK$0.10 each in the capital of the Company (the "Consolidated Share") (the "Consolidation"); (b) subject to and forthwith upon the Consolidation taking effect, the issued share capital of the Company be reduced by canceling paid up capital to the extent of HK$0.09 on each of the Consolidated Shares (the "Capital Reduction") so that each Consolidated Share shall be treated as one fully-paid up share of HK$0.01 each in the capital of the Company (the "Reduced Share") and any liability of the holders of Reduced Shares to make any further contribution to the capital of the Company on each such Reduced Share shall be treated as satisfied; and (c) subject to and forthwith upon the Capital Reduction taking effect, the credit arising from the Capital Reduction be applied to the contributed surplus of the Company where it may be utilized by the directors of the Company in accordance with the bye-laws of the Company and all applicable laws, including to set off the accumulated losses of the Company (the "Application of Credit"); and (d) the directors of the Company be and are hereby authorised generally to do all such acts, deeds and things as they shall, in their absolute discretion, deem appropriate to effect and implement the Consolidation, the Capital Reduction and the Application of Credit (collectively, the "Capital Reorganisation"). By Order of the Board Wai Yuen Tong Medicine Holdings Limited Chan Chun Hong, Thomas