Beijing Beida Jade Bird Universal Sci-Tech Company Limited — Proxy Solicitation & Information Statement 2000

Oct 8, 2000

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Beijing Beida Jade Bird Universal Sci-Tech Company Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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��� ! " # $ % & ' ( ) * + , BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

PROPOSAL FOR SUBDIVISION OF THE PROMOTERS’ AND H SHARES AND CHANGE IN BOARD LOT SIZE OF H SHARES IN TRADING

Financial Adviser to Beijing Beida Jade Bird Universal Sci-Tech Company Limited

A letter from the Board dated 9th October, 2000 is set out on pages 1 to 5 of this circular.

Notices convening a special general meeting and a class meeting of Beijing Beida Jade Bird Universal Sci-Tech Company Limited to be held at 10:00 a.m. and 11:00 a.m. (or immediate after the conclusion or adjournment of the special general meeting of the Company) respectively on Tuesday, 28th November, 2000 at Unit 02, 7th Floor, Asia Pacific Centre, 8 Wyndham Street, Central, Hong Kong, are set out on pages 6 and 9 respectively of this circular. Proxy forms for use at the special general meeting and the class meeting are enclosed with this circular. Whether or not you intend to attend the meetings, you are requested to complete and return the enclosed proxy forms in accordance with the instructions printed thereon as soon as possible to the Company’s H share registrar in HKSCC Registrars Limited at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong and in any event not less than 24 hours before the respective time appointed for the holding of the special general meeting and class meeting. Completion and return of the proxy forms will not preclude you from attending and voting in person at the meeting or any adjourned meeting or meetings should you so desire.

9th October, 2000

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange . GEM-listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers.

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“Board”	the board of Directors
“CCASS”	the Central Clearing and Settlement System established
	and operated by Hongkong Clearing
“Class Meeting”	the class meeting for holders of H Shares to be held at
	11:00 a.m. (or immediate after the conclusion or
	adjournment of the Special General Meeting) on Tuesday,
	28th November, 2000, the notice of which is set out on
	page 9 of this circular, and any adjounment thereof
“Company”	Beijing Beida Jade Bird Universal Sci-Tech Company
	Limited, a joint stock limited company incorporated in
	the PRC with limited liability, the H Shares of which
	are listed on the Stock Exchange
“Conditions”	the conditions of the Share Subdivision set out in the
	section headed “Conditions” in the letter from the Board
“CSRC”	China Securities Regulatory Commission
“Directors”	the directors of the Company
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Committee”	the listing sub-committee of the Board of the Stock
	Exchange with responsibility for the GEM
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“H Share(s)”	existing issued H share(s) with a nominal value of
	RMB1.00 each in the share capital of the Company
“Hongkong Clearing”	Hong Kong Securities Clearing Company Limited
“Latest Practicable Date”	4th October, 2000, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information referred to herein
“Mandatory Provisions”	�� ! " # $ % & ' ( ) *(The Mandatory
	Provisions for Articles of Association of Companies to
	be Listed Overseas)(as amended and supplemented from
	time to time), for inclusion in the articles of association
	of companies incorporated in the PRC to be listed
	overseas, which were promulgated by the Securities
	Commission and the State Restructuring Commission
	on 27th August, 1994

– ii –

DEFINITIONS

“PRC”	the People’s Republic of China
“Promoters’ and H Shares”	Promoters’ Shares and H Shares
“Promoters’ Share(s)”	existing issued promoters’ share(s) with a nominal value
	of RMB1.00 each in the share capital of the Company
“Registrar”	the Company’s H share registrar in HKSCC Registrars
	Limited at 2nd Floor, Vicwood Plaza, 199 Des Voeux
	Road Central, Hong Kong
“Share Subdivision”	the proposed subdivision of each of the issued Promoters’
	Shares and H Shares into ten Subdivided Promoters’
	Shares and Subdivided H Shares respectively referred
	to herein
“Special General Meeting”	the special general meeting for holders of Promoters’
	Shares and H Shares of the Company to be held at 10:00
	a.m. on Tuesday, 28th November, 2000, the notice of
	which is set out on page 6 of this circular, and any
	adjournment thereof
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subdivided Promoters’ Share(s)”	promoters’ share(s) with a nominal value of RMB0.10
	each in the share capital of the Company proposed to be
	created by the Share Subdivision
“Subdivided H Share(s)”	H share(s) with a nominal value of RMB0.10 each in
	the share capital of the Company proposed to be created
	by the Share Subdivision
“Subdivided Shares”	Subdivided Promoters’ Shares and Subdivided H Shares
“HK$”	Hong Kong dollars
“RMB”	Renminbi, the lawful currency of the PRC

– iii –

EXPECTED TIMETABLE

Latest time for lodging proxy form

in respect of Special General Meeting and Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Monday, 27th November, 2000 Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday, 28th November, 2000 Class Meeting . . . . . . . . . . . . . . . . 11:00 a.m. (or immediate after the conclusion or adjournment of the Special General Meeting) on Tuesday, 28th November, 2000

Effective date of Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 8th December, 2000

Trading of the Subdivided

H Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Friday, 8th December, 2000

Existing counter for trading in existing

H Shares in board lots of 200 H Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Friday, 8th December, 2000

Temporary counter for trading in the Subdivided

H Shares in board lots of 2,000 Subdivided H Shares (in the form of existing H Share certificates) opens . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Friday, 8th December, 2000

First day of free exchange of existing

H Share certificates for new share certificates for the Subdivided H Shares . . . . . . . . . . . . 9:00 a.m. on Friday, 8th December, 2000

Existing counter for trading in the Subdivided H Shares in board lots of 1,000 Subdivided H Shares (in the form of new share certificates for the Subdivided H Shares) reopens . . . . . . . . . . . 10:00 a.m. on Friday, 22nd December, 2000

Parallel trading in the Subdivided H Shares (in the form of new share certificates for the Subdivided H Shares and existing H Share certificates) commences . . . . . . . . . . . . . . . 10:00 a.m. on Friday, 22nd December, 2000 Temporary counter for trading in the Subdivided H Shares in board lots of 2,000 Subdivided H Shares (in the form of existing H Share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 12th January, 2001 Parallel trading in the Subdivided H Shares (in the form of new share certificates for the Subdivided H Shares and existing H Share certificates) ends . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 12th January, 2001

Last day for free exchange of existing H Share certificates for new share certificates for the Subdivided H Shares . . . . . . . . . 4:00 p.m. on Wednesday, 17th January, 2001

– iv –

CONTENTS

Page

Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Trading arrangements for the Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of Class Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

– v –

LETTER FROM THE BOARD

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��� ! " # $ % & ' ( ) * + , BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

Executive Directors: Xu Zhen Dong (Chairman) Chen Zhong (President) Zhang Wan Zhong (Vice President) Xu Zhi Xiang (Vice President) Liu Yue (Vice President)

Legal Address: Room 1117/1119 Zhongcheng Building Haidian Road Beijing 100080 PRC

Non-executive Directors:

Yang Fu Qing Wang Yang Yuan Han Ru Qi Xing Huan Lou Lo Lin Shing, Simon

Place of Business in Hong Kong: Unit 02, 7th Floor, Asia Pacific Centre 8 Wyndham Street Central, Hong Kong

Independent Non-executive Directors:

Liu Yong Ping Nan Xiang Hao

9th October, 2000

To holders of the Promoters’ Shares and H Shares

Dear Sir or Madam,

PROPOSAL FOR SUBDIVISION OF THE PROMOTERS’ AND H SHARES AND CHANGE IN BOARD LOT SIZE OF H SHARES IN TRADING

INTRODUCTION

The Board announced on 25th September, 2000, among other things, a proposal for the Share Subdivision and change in board lot size of H Shares in trading.

The purposes of this circular are to provide further details regarding the proposal for the Share Subdivision, the change in board lot size of H Shares in trading and the recommendation of the Board.

SHARE SUBDIVISION

The Board proposes that each of the Promoters’ Shares and H Shares with a nominal value of RMB1.00 each be subdivided respectively into ten Subdivided Promoters’ Shares and Subdivided H Shares with a nominal value of RMB0.10 each. The Board believes the proposed Share Subdivision

– 1 –

LETTER FROM THE BOARD

will improve the liquidity of the H Shares and helps to widen the investor base of the Company. The Board is of the opinion that the Share Subdivision is in the interests of the Company and the holders of Promoters’ Shares and H Shares as a whole.

As at the Latest Practicable Date, the registered share capital of the Company is RMB96,400,000, which is divided into 70,000,000 Promoters’ Shares and 26,400,000 H Shares with a nominal value of RMB1.00 each. Immediately upon completion of the Share Subdivision and on the basis that an aggregate of 96,400,000 Promoters’ and H Shares are in issue, a total of 964,000,000 Subdivided Shares will be created pursuant to the Share Subdivision. The 964,000,000 Subdivided Shares will comprise 700,000,000 Subdivided Promoters’ Shares and 264,000,000 Subdivided H Shares with a nominal value of RMB0.10 each. The rights attaching to the Subdivided Shares will not be affected by the Share Subdivision.

The proposed Share Subdivision is subject to, among other things, approval by the CSRC and approvals by the holders of Promoters’ Shares and H Shares to the proposed amendments to the relevant provisions of the Articles of Association of the Company relating to the proposed change in the nominal value per Promoters’ Share and H Share.

Currently, the H Shares are traded in board lots of 200 H Shares. Upon fulfilment of the Conditions, it is proposed that the Subdivided H Shares be traded in board lots of 1,000 Subdivided H Shares.

CONDITIONS

The Share Subdivision is conditional upon, among other things:

• (a) the passing of a special resolution by the holders of Promoters’ Shares and H Shares at the Special General Meeting relating to the proposed Share Subdivision and the proposed amendments to the Articles of Association of the Company;

• (b) the passing of a special resolution by the holders of H Shares at the Class Meeting relating to the proposed Share Subdivision and the proposed amendments to the Articles of Association of the Company;

• (c) approval issued by the CSRC regarding the proposed Share Subdivision;

• (d) filing with or consent of the Ministry of Foreign Trade and Economic Cooperation of the PRC regarding the proposed amendment to the relevant provisions of the Articles of Association of the Company;

• (e) filing with or consent of the Ministry of Finance of the PRC regarding the proposed Share Subdivision;

• (f) consent of the State Commission of Economy and Trade of the PRC regarding the proposed Share Subdivision; and

• (g) the GEM Listing Committee granting the listing of and permission to deal in the Subdivided H Shares and any new Subdivided H Shares which may fall to be issued pursuant to the exercise of options granted under the Company’s Employee Share Option Scheme.

– 2 –

LETTER FROM THE BOARD

An application has been made to the Stock Exchange for the listing of and permission to deal in such Subdivided H Shares.

Subject to the granting of listing of, and permission to deal in, the Subdivided H Shares on the Stock Exchange, the Subdivided H Shares will be accepted as eligible securities by Hongkong Clearing for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided H Shares on the Stock Exchange or such other date as determined by Hongkong Clearing. Settlement of transactions between members of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

TRADING ARRANGEMENTS FOR THE SUBDIVIDED SHARES

Only the H Shares are listed and dealt in on the Stock Exchange. No part of the Company’s securities are listed or dealt in on any other stock exchange, nor is listing or permission to deal in on any other stock exchange being or proposed to be sought. Dealings in the Subdivided H Shares will be subject to Hong Kong stamp duty.

1. Dealings

Subject to the Share Subdivision becoming unconditional, the arrangements proposed for dealings in the Subdivided H Shares are expected to be as follows:

• (a) From 8th December, 2000, the existing counter for trading in the H Shares in board lots of 200 H Shares will be closed temporarily and a temporary counter for trading in the Subdivided Shares in board lots of 2,000 Subdivided H Shares will be set up. Accordingly, one H Share will be deemed to represent ten Subdivided H Shares. Existing H Share certificates may only be traded at the temporary counter.

• (b) With effect from 22nd December, 2000, the existing counter for trading in the H Shares will be reopened for trading in the Subdivided H Shares in board lots of 1,000 Subdivided H Shares.

• (c) During the period from 22nd December, 2000 to 12th January, 2001 (both days inclusive), there will be parallel trading at the above two counters.

• (d) With effect from 10:00 a.m. on 15th January, 2001, trading will only be in the Subdivided H Shares in board lots of 1,000 Subdivided H Shares and the temporary counter for trading in the Subdivided H Shares in board lots of 2,000 Subdivided H Shares will be removed. Dealings in the Subdivided H Shares represented by existing H Share certificates will cease after the close of trading on 12th January, 2001.

Existing H Share certificates will only be valid for delivery and settlement in respect of dealings for the period up to 12th January, 2001 and thereafter will not be accepted for dealing purposes. However, the existing H Share certificates will continue to be good evidence of legal title to the Subdivided H Shares on the basis of one H Share for ten Subdivided H Shares and may be exchanged for new share certificates for the Subdivided H Shares at any time. Such holders of H Shares shall be entitled to tender their existing H Share certificates in exchange for new share certificates for the Subdivided H Shares in board lots of 1,000 Subdivided H Shares so that their shareholding may be accurately represented by the new share certificates for the Subdivided H Shares.

– 3 –

LETTER FROM THE BOARD

2. Free exchange of share certificates

New share certificates for the Subdivided H Shares will be issued in green in order to distinguish them from existing H Share certificates which are blue in colour.

Holders of H Shares are urged to exchange their existing H Share certificates for new share certificates for the Subdivided H Shares as soon as possible on or after 8th December, 2000. This may be done free of charge by delivering the existing H Share certificates to the Company’s H share registrar in HKSCC Registrars Limited at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong before 4:00 p.m. on 17th January, 2001. Thereafter, existing H Share certificates will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each new share certificate for the Subdivided H Shares. Holders of H Shares are entitled to aggregate his/ her Shares registered in his/her name in order to obtain new share certificates for the Subdivided H Shares in board lot(s) of 1,000 Subdivided H Shares.

If holders of H Shares are able to lodge their share certificates for the existing H Shares between 9:00 a.m. and 4:00 p.m. on 8th December, 2000, it is expected that new share certificates for the Subdivided H Shares will be available for collection during normal business hours on or after 22nd December, 2000. If holders of H Shares lodge their share certificates for the existing H Shares after 8th December, 2000, it is expected that new share certificates for the Subdivided H Shares will be available for collection on or after the 10th business day from the date of submission of existing H Share certificates to the Registrar at the above address for exchange. Unless instructed otherwise, new share certificates for the Subdivided H Shares will be issued in board lots of 1,000 Subdivided H Shares.

SPECIAL GENERAL MEETING

The notice of the Special General Meeting is set out on page 6 of this circular. At the Special General Meeting, a special resolution will be proposed for the holders of Promoters’ Shares and H Shares to approve the Share Subdivision and the proposed amendments to the Articles of Association of the Company by reason of the Share Subdivision.

A proxy form for use at the Special General Meeting of the Company to be held at Unit 02, 7th Floor, Asia Pacific Centre, 8 Wyndham Street, Central, Hong Kong at 10:00 a.m. Tuesday, 28th November, 2000 is enclosed. Whether or not you intend to attend the Special General Meeting, you are requested to complete and return the proxy form to the Company’s H share registrar in HKSCC Registrars Limited at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong not less than 24 hours before the time appointed for the holding of the Special General Meeting. Completion and return of the proxy form will not preclude you from attending and voting in person at the Special General Meeting or at any adjourned meeting should you so wish.

CLASS MEETING

The notice of the Class Meeting is set out on page 9 of this circular. At the Class Meeting, a special resolution will be proposed for the holders of H Shares to approve the Share Subdivision and the proposed amendments to the Articles of Association of the Company by reason of the Share Subdivision.

A proxy form for use at the Class Meeting of the Company to be held at Unit 02, 7th Floor, Asia Pacific Centre, 8 Wyndham Street, Central, Hong Kong at 11:00 a.m. (or immediate after the

– 4 –

LETTER FROM THE BOARD

conclusion or adjournment of the Special General Meeting) on Tuesday, 28th November, 2000 is enclosed. Whether or not you intend to attend the Class Meeting, you are requested to complete and return the proxy form to the Company’s H share registrar in HKSCC Registrars Limited at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong not less than 24 hours before the time appointed for the holding of the Class Meeting. Completion and return of the proxy form will not preclude you from attending and voting in person at the Class Meeting or at any adjourned meeting should you so wish.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the GEM Listing Rules for the purposes of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

GENERAL

The English text of this circular and proxy form shall prevail over the Chinese text.

RECOMMENDATION

The Directors are of the opinion that the Share Subdivision is in the interests of the Company and the holders of Promoters’ Shares and H Shares as a whole and recommend that the holders of Promoters’ Shares and H Shares vote in favour of the resolutions to be proposed at the Special General Meeting and the Class Meeting respectively.

Yours faithfully, By order of the Board Xu Zhen Dong Chairman

– 5 –

NOTICE OF SPECIAL GENERAL MEETING

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��� ! " # $ % & ' ( ) * + , BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“the SGM”) of the holders of Promoters’ Shares and H Shares of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (the “Company”) will be held at Unit 02, 7th Floor, Asia Pacific Centre, 8 Wyndham Street, Central, Hong Kong on Tuesday, 28th November, 2000 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following special resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the Company obtaining the approvals and/or consent of the relevant PRC authorities to the proposed subdivision of Promoters’ Shares and H Shares of the Company in issue and the GEM Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the H Shares of the Company in their subdivided form:

• (a) every Promoters’ Share and H Share with a nominal or face value of RMB1.00 in the share capital of the Company be and is hereby subdivided into ten Promoters’ Shares and H Shares with a nominal or face value of RMB0.10 each respectively with effect from 8th December, 2000 and the registered capital of the Company shall remain unchanged. The nominal value of all shares to be issued by the Company shall be RMB0.10; and

• (b) Articles 14, 17, 18 and 21 of the Articles of Association of the Company be amended as follows:

Article 14 All shares issued by the Company are shares with nominal value, the nominal value of the shares issued upon the incorporation of the Company was RMB1.00 per share. After obtaining the consent of the approving authorities authorized by the State, the nominal value of all issued shares has been changed to RMB0.10 per share.

The aforesaid RMB refers to Renminbi, the lawful currency of the People’s Republic of China.

(Article 12 of the Mandatory Provisions)

Article 17 After obtaining the approvals from the approving authorities authorized by the State Council relating to the Company, the aggregate ordinary shares issued by the Company are 964,000,000 shares in which the Company has issued 700,000,000 ordinary shares to the promoters.

Dynamic Win Assets Limited has subscribed for 220,000,000 shares, representing 31.429% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

– 6 –

NOTICE OF SPECIAL GENERAL MEETING

Beijing Beida Jade Bird Software System Co. has subscribed for 110,000,000 shares, representing 15.714% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

Beijing Beida Yu Huan Microelectronics System Engineering Company has subscribed for 85,000,000 shares, representing 12.143% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

Beijing Tianqiao Beida Jade Bird Sci-Tech Company Limited has subscribed for 75,000,000 shares, representing 10.714% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

Beijing Beida Jade Bird Limited has subscribed for 40,000,000 shares, representing 5.714% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

Asian Technology Investment Company Limited has subscribed for 50,000,000 shares, representing 7.142% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

Dragon Air Investments Limited has subscribed for 30,000,000 shares, representing 4.286% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

Hinet Company Limited has subscribed for 20,000,000 shares, representing 2.857% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

New View Venture Limited has subscribed for 70,000,000 shares, representing 10% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

(Article 15 of the Mandatory Provisions)

Article 18 After the incorporation of the Company, the Company has issued new share capital of 264,000,000 ordinary shares which are overseas listed foreign shares. After the issue of new share capital, the Company has a total of 964,000,000 shares in issue. Among those 964,000,000 shares, the promoters hold a total of 700,000,000 shares, representing 72.61% of the aggregate issued ordinary shares of the Company. Holders of the overseas listed foreign shares hold 264,000,000 overseas listed foreign shares, representing 27.39% of the aggregate issued ordinary shares of the Company. (Article 16 of the Mandatory Provisions)

Article 21 The registered capital of the Company is RMB96,400,000. (Article 19 of the Mandatory Provisions)

By order of the Board Xu Zhen Dong Chairman

Hong Kong, 9th October, 2000

– 7 –

NOTICE OF SPECIAL GENERAL MEETING

Place of Business in Hong Kong Unit 02, 7th Floor, Asia Pacific Centre 8 Wyndham Street Central, Hong Kong

Notes:

1. Any holder of Promoters’ Shares or H Shares entitled to attend and vote at the SGM convened by the above notice is entitled to appoint in written form one or more proxies to attend and vote at the SGM on his behalf. A proxy needs not be a holder of Promoters’ Shares or H Shares of the Company.

2. A voting proxy form for the SGM is enclosed. In order to be valid, the voting proxy form together with the power of attorney or other authority, if any, under which it is signed or a notarily certified copy of the power of attorney must be delivered to the Company’s H share registrar in HKSCC Registrars Limited at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong not less than 24 hours before the time appointed for holding the SGM or any adjournment thereof.

3. Holders of Promoters’ Shares or H Shares who intend to attend the SGM should complete the enclosed REPLY SLIP FOR SPECIAL GENERAL MEETING and return it to the Company’s H share registrar in HKSCC Registrars Limited at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong on or before Monday, 6th November, 2000. The reply slip may be delivered by hand, by post or by fax to the number (852) 2579-0095.

– 8 –

NOTICE OF CLASS MEETING

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��� ! " # $ % & ' ( ) * + , BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

NOTICE OF CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting (the “Class Meeting”) of the holders of H Shares of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (the “Company”) will be held at Unit 02, 7th Floor, Asia Pacific Centre, 8 Wyndham Street, Central, Hong Kong on Tuesday, 28th November, 2000 at 11:00 a.m. (or immediate after the Special General Meeting of the holders of Promoters’ Shares and H Shares at the same place and date shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following special resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the Company obtaining the approvals and/or consent of the relevant PRC authorities to the proposed subdivision of Promoters’ Shares and H Shares of the Company in issue and the GEM Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the H Shares of the Company in their subdivided form:

• (a) every Promoters’ Share and H Share with a nominal or face value of RMB1.00 in the share capital of the Company be and is hereby subdivided into ten Promoters’ Shares and H Shares with a nominal or face value of RMB0.10 each respectively with effect from 8th December, 2000 and the registered capital of the Company shall remain unchanged. The nominal value of all shares to be issued by the Company shall be RMB0.10; and

• (b) Articles 14, 17, 18 and 21 of the Articles of Association of the Company be amended as follows:

Article 14 All shares issued by the Company are shares with nominal value, the nominal value of the shares issued upon the incorporation of the Company was RMB1.00 per share. After obtaining the consent of the approving authorities authorized by the State, the nominal value of all issued shares has been changed to RMB0.10 per share.

The aforesaid RMB refers to Renminbi, the lawful currency of the People’s Republic of China.

(Article 12 of the Mandatory Provisions)

Article 17 After obtaining the approvals from the approving authorities authorized by the State Council relating to the Company, the aggregate ordinary shares issued by the Company are 964,000,000 shares in which the Company has issued 700,000,000 ordinary shares to the promoters.

Dynamic Win Assets Limited has subscribed for 220,000,000 shares, representing 31.429% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

Beijing Beida Jade Bird Software System Co. has subscribed for 110,000,000 shares, representing 15.714% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

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NOTICE OF CLASS MEETING

Beijing Beida Yu Huan Microelectronics System Engineering Company has subscribed for 85,000,000 shares, representing 12.143% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

Beijing Tianqiao Beida Jade Bird Sci-Tech Company Limited has subscribed for 75,000,000 shares, representing 10.714% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

Beijing Beida Jade Bird Limited has subscribed for 40,000,000 shares, representing 5.714% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

Asian Technology Investment Company Limited has subscribed for 50,000,000 shares, representing 7.142% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

Dragon Air Investments Limited has subscribed for 30,000,000 shares, representing 4.286% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

Hinet Company Limited has subscribed for 20,000,000 shares, representing 2.857% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

New View Venture Limited has subscribed for 70,000,000 shares, representing 10% of the aggregate ordinary shares that can be issued upon the incorporation of the Company.

(Article 15 of the Mandatory Provisions)

Article 18 After the incorporation of the Company, the Company has issued new share capital of 264,000,000 ordinary shares which are overseas listed foreign shares. After the issue of new share capital, the Company has a total of 964,000,000 shares in issue. Among those 964,000,000 shares, the promoters hold a total of 700,000,000 shares, representing 72.61% of the aggregate issued ordinary shares of the Company. Holders of the overseas listed foreign shares hold 264,000,000 overseas listed foreign shares, representing 27.39% of the aggregate issued ordinary shares of the Company. (Article 16 of the Mandatory Provisions)

Article 21 The registered capital of the Company is RMB96,400,000. (Article 19 of the Mandatory Provisions)

By order of the Board Xu Zhen Dong Chairman

Hong Kong, 9th October, 2000 Place of Business in Hong Kong Unit 02, 7th Floor, Asia Pacific Centre 8 Wyndham Street Central, Hong Kong

Notes:

1. Any holder of H Shares entitled to attend and vote at the Class Meeting convened by the above notice is entitled to appoint in written form one or more proxies to attend and vote at the Class Meeting on his behalf. A proxy needs not be a holder of H Shares of the Company.

2. A voting proxy form for the Class Meeting is enclosed. In order to be valid, the voting proxy form together with the power of attorney or other authority, if any, under which it is signed or a notarily certified copy of the power of attorney must be delivered to the Company’s H Share registrar in HKSCC Registrars Limited at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong not less than 24 hours before the time appointed for holding the Class Meeting or any adjournment thereof.

3. Holders of H Shares who intend to attend the Class Meeting should complete the enclosed REPLY SLIP FOR CLASS MEETING and return it to the Company’s H Share registrar in HKSCC Registrars Limited at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong on or before Monday, 6th November, 2000. The reply slip may be delivered by hand, by post or by fax to the number (852) 2579-0095.

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