B & S International Holdings Ltd. — Proxy Solicitation & Information Statement 2000

Jun 13, 2000

KIM ENG HOLDINGS (HONG KONG) LIMITED

(Incorporated in Hong Kong with limited liability)

NOtice of annual general meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 8th Floor, Alexandra House, 16-20 Chater Road, Central, Hong Kong on 12th July, 2000 at 4:30 p.m. for the following purposes:

1. To receive and consider the audited accounts and the reports of the directors and of the auditors for the year ended 31st March, 2000.

2. To declare a final dividend of 16 cents per share and a cash bonus of 50 cents per share as recommended by the directors.

3. To re-elect the retiring directors and to fix the remuneration of directors.

4. To re-appoint auditors and authorise the directors to fix their remuneration.

5. As Special Business, to consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

A. "THAT:

(i) subject to paragraph (ii) of this Resolution, the exercise by the directors during the Relevant Period of all the powers of the Company to repurchase ordinary shares in the capital of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;

(ii) the aggregate nominal amount of share capital to be purchased by the directors pursuant to the approval in paragraph (i) shall not exceed 10% of the aggregate nominal amount of the ordinary shares of the Company in issue on the date of passing of this Resolution; and

(iii) for the purpose of this Resolution:

"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

(c) the date upon which the authority set out in this Resolution is revoked or varied by way of ordinary resolution in general meeting."

B. "THAT:

(i) subject to paragraph (iii) of this Resolution, the exercise by the directors during the Relevant Period of all the powers of the Company to issue and allot additional ordinary shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) of this Resolution shall authorise the directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

(iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors pursuant to the approval in paragraph (i) of this Resolution, otherwise than pursuant to a Rights Issue; shall not exceed the aggregate of 20% of the aggregate nominal amount of the ordinary shares of the Company in issue on the date of this Resolution; and

(iv) for the purpose of this Resolution:

"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general meeting of the Company is required by law to be held;

(c) the date upon which the authority set out in this Resolution is revoked or varied by way of ordinary resolution in general meeting; and

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange)."

C. "THAT:

the authority granted to the directors pursuant to Resolution 5B, if approved, be extended to cover such amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company pursuant to the authority granted under Resolution 5A, if approved."

By Order of the Board

Hung Kam Wing, Timmy

Company Secretary

Hong Kong, 12th June, 2000

Notes:

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote in his stead; a proxy need not be a member of the Company.

2. In order to be valid, the completed proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's share registrars, Central Registration Hong Kong Limited at 19th Floor, Hopewell Centre, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting, or any adjournment thereof.

3. With regard items to 5A, 5B and 5C above, the directors do not have immediate plan to issue any new shares or repurchase any existing shares. Approval is being sought from members for a general mandate pursuant to the laws of Hong Kong and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.