Baoye Group Company Limited — Proxy Solicitation & Information Statement 2000

May 2, 2000

*

(Incorporated in Bermuda with limited liability)

Notice of annual General Meeting

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Chun Tai Holdings Limited (the "Company") for the year 1999 will be held at 10:00 a.m. on 31st May 2000 at Coral Room 1, 3/F, Furama Hotel Hong Kong, One Connaught Road Central, Hong Kong for the following purposes:

1. To receive and adopt the Audited Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31st March 1999;

2. To re-elect retiring Directors;

3. To authorise the Board of Directors to fix Directors' remuneration;

4. To appoint Auditors and to authorise the Board of Directors to fix Auditors' remuneration;

5. To consider as Special Business, and if thought fit, pass the following resolution as an Ordinary Resolution :

"THAT

(a) a general mandate be and is hereby unconditionally given to the Directors to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to issue, allot and dispose of shares in the capital of the Company (including making and granting offers, agreements and options which would or which might require shares to be issued, allotted or disposed of, whether during the continuance of such mandate or thereafter) otherwise than pursuant to :-

(i) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regards, as appropriate, to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or stock exchange in, or in any territory outside, Hong Kong);or

(ii) the exercise of any option scheme or similar arrangement for the time being adopted by the Company and approved by The Stock Exchange of Hong Kong Limited; or

(iii) the exercise of rights of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into shares; or

(iv) any scrip dividend scheme or similar arrangement implemented in accordance with the Bye-laws of the Company.

(b) the aggregate nominal value of the share capital issued, allotted or disposed of shall not in aggregate exceed 20 per cent. of the aggregate nominal value of the share capital of the Company in issue at the date of this Resolution.

(c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company; or

(ii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the approval and authority given to the Directors by this Resolution."

1. To consider any other business.

By Order of the Board

Zhou Yubo

Executive Director

29th April, 2000

* for identification purposes only

Notes:

The Register of Members will be closed from 26th May, 2000 to 31st May, 2000 (both days inclusive), during which period no share transfers will be registered. In order to be eligible to attend and vote at the Annual General Meeting of the Company for the year 1999 to be held on 31st May, 2000, all transfers accompanied by the relevant share certificates must be lodged with Share Registrar of the Company in Hong Kong, Tengis Limited, 1601 Hutchison House, 10 Harcourt Road, Hong Kong, not later than 4:00 p.m. on 25th May, 2000.

A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a shareholder. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

The instrument appointing a proxy and 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 lodged with the Company's Share Registrar in Hong Kong, Tengis Limited at 1601 Hutchison House, 10 Harcourt Road, Central, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.