B & S International Holdings Ltd. — Proxy Solicitation & Information Statement 2006

Jun 22, 2006

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 727)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of VXL Capital Limited will be held at Suite 2707-8, One Exchange Square, 8 Connaught Place, Central, Hong Kong on Monday, 10 July 2006 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications the following resolution as an ordinary resolution:–

ORDINARY RESOLUTION

“ THAT

• (i) the following be and are hereby approved:

  • (a) the Revised Acquisition (as defined in the circular of the Company dated 23 June 2006 (the “Circular”, a copy of which has been produced to this meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) of the entire issued share capital of Rich Field by VXL Properties and Benefitway in equal shares from the Vendor under the terms and conditions of the Revised Agreement (as defined in the Circular), a copy of which has been produced to this meeting marked “B” and signed by the chairman of the meeting for the purpose of identification;

  • (b) the granting of the Call and Put Options (as defined in the Circular) exercisable by VXL Properties and Benefitway (as the case may be) under the terms and conditions of the Shareholders’ Agreement (as defined in the Circular), a copy of which has been produced in this meeting marked “C” and signed by the chairman of the meeting for the purpose of identification;

  • (c) in the event the Call Option (as defined in the Shareholders’ Agreement) is exercised by VXL Properties (as defined in the Circular) or the Put Option (as defined in the Shareholders’ Agreement) is exercised by Benefitway (as defined in the Circular) pursuant to the terms of the Shareholders’ Agreement, the acquisition by VXL Properties of Benefitway’s share in and loans to Rich Field (as defined in the Circular);

  • (d) in the event of the Call Option (as defined in the Shareholders’ Agreement) is exercised by Benefitway, the sale of VXL Properties’ share in and loans to Rich Field to Benefitway; and

  • (e) all transactions contemplated under each of the Revised Agreement and the Shareholders’ Agreement as described in the Circular;

• (ii) the signing and execution (under hand or under seal), and the perfection and delivery of the Revised Agreement be and are hereby confirmed;

• (iii) the directors of the Company be and they are hereby authorised to sign and execute (under hand or under seal) the Shareholders’ Agreement for and on behalf of the Company; and

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• (iv) the directors of the Company be and they are hereby authorised 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 Revised Acquisition, the Call and Put Options, including the acquisition by VXL Properties of Benefitway’s share in and loans to Rich Field and the sale of VXL Properties’ share in and loans to Rich Field to Benefitway upon the exercise of the Call Option or the Put Option (as the case may be), and all transactions contemplated under each of the Revised Agreement and the Shareholders’ 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.”

By order of the Board Emily HO Kit Man Company Secretary

Hong Kong, 23 June 2006

Notes:

1. Any 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 but must attend the meeting, or any adjournment thereof, in person to represent his appointor.

2. A form of proxy for use at the Extraordinary General Meeting is being despatched to the Shareholders together with a copy of this notice.

3. The Chinese version of this notice is for reference only. Should there be any discrepancies, the English version shall prevail.

4. Capitalized terms contained in this notice shall have the same meaning as defined in the Circular.

As at the date of this notice, the Board comprises seven Directors, of which Datuk LIM Chee Wah, Mr. Percy ARCHAMBAUD-CHAO, Ms. Patsy SO Ying Chi and Mr. Stephen YUEN Ching Bor are executive Directors, and Mr. Michael YEE Kim Shing, Mr. Alan Howard SMITH, J.P. and Dr. Allen LEE Peng Fei, J.P. are independent non-executive Directors.

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

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