B & S International Holdings Ltd. — Proxy Solicitation & Information Statement 2005

Aug 22, 2005

VXL CAPITAL LIMITED 卓越融資有限公司

(Incorporated in Hong Kong with limited liability) (Stock Code: 727)

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, 8 SEPTEMBER 2005

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of VXL Capital Limited (“Company”) will be held on Thursday, 8 September 2005 at 10:00 a.m. at Suite 2707-8, One Exchange Square, 8 Connaught Place, Central, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

(i) the Acquisition of the Property (both as defined in the circular of the Company dated 23 August 2005 (“Circular”)) from Kinco Investment Holding Limited by Arrow Star Investment Limited on the terms and conditions of the Offer Letter and the Formal Sale and Purchase Agreement (both as defined in the Circular), a copy of each of which has been produced to this meeting marked “A” and “B” respectively and signed by the chairman of the meeting for the purpose of identification, and all transactions contemplated thereunder as described in the Circular, a copy of which has been produced to this meeting marked “C” and signed by the chairman of the meeting for the purpose of identification, be and are hereby approved; (ii) the signing and execution (under hand or under seal), perfection and delivery of the Offer Letter and the Formal Sale and Purchase Agreement be and are hereby confirmed; and (iii) the directors of the Company be and they are hereby authorized to do all such acts and things (including, without limitation, signing, execution (under hand or under seal), perfection and delivery of all documents) which are in their opinion necessary, appropriate, desirable or expedient to implement and give effect to the terms of the Acquisition and all transactions contemplated under each of the Offer Letter and the Formal Sale and Purchase Agreement and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith.”

Notes:

1. A form of proxy for use at the meeting is being despatched to the shareholders of the Company together with a copy of this notice.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer or attorney duly authorised.

3. Every shareholder entitled to attend and vote at the extraordinary general meeting convened by the above notice shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17/F., Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof.

5. Completion and deposit of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the extraordinary general meeting convened or any adjournment thereof, and in such event, the form of proxy will be deemed to be revoked.

– 1 –

As at the date of this announcement, the Board comprises six Directors, of which Datuk LIM Chee Wah, Mr. Percy ARCHAMBAUD-CHAO and Ms. Patsy SO Ying Chi are executive Directors and Mr. Michael YEE Kim Shing, Mr. Alan Howard SMITH and Mr. Stephen YUEN Ching Bor are independent non-executive Directors.

By order of the Board Emily HO Kit Man Company Secretary

Hong Kong, 23 August 2005

Please also refer to the published version of this announcement in The Standard.

– 2 –