Beijing Enterprises Holdings Limited — Proxy Solicitation & Information Statement 2000

Aug 29, 2000

物華集團有限公司

OCEAN-LAND GROUP LIMITED

(Incorporated in Hong Kong with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Ocean-Land Group Limited (the “Company”) will be held at Willow Room, 17/F., Mandarin Oriental Hotel, No. 5 Connaught Road Central, Hong Kong on Wednesday, 27th September 2000 at 11:00 a.m. for the following purposes:--

1. To receive and consider the Statement of Accounts and the Reports of the Directors and Auditors for the year ended 31st March 2000 and to declare a final dividend;

2. To re-elect Directors and to fix the remuneration of Directors;

3. To re-appoint PricewaterhouseCoopers as Auditors and to authorise the Directors to fix their remuneration.

As special business, to consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions:

1. A. “THAT a general mandate be and is hereby unconditionally given to the directors of the Company to exercise all the powers of the Company to purchase issued shares and warrants of the Company, provided that the aggregate number of shares of HK$0.10 each and the maximum amount of warrants to be purchased under this mandate on The Stock Exchange of Hong Kong Limited or any other stock exchange recognized for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Code on Share Repurchases of Hong Kong shall not exceed (i) 10% of the existing issued share capital of the Company; and (ii) 10% of the total subscription rights attached to all warrants of the Company outstanding at the date of passing this Resolution, and that this mandate shall only continue in force until the conclusion of the next Annual General Meeting of the Company, or the expiration of the period within which the next Annual General Meeting is required by law to be held, or the revocation or variation of this mandate by ordinary resolution of the shareholders in general meeting, whichever is the earlier.”

B. “THAT a general mandate be and is hereby unconditionally given to the directors of the Company to allot or issue shares, and to make and grant offers, agreements and options which would or require shares to be allotted, issued or disposed of, whether during the continuance of this mandate or thereafter, provided that the aggregate number of shares allotted or agreed to be allotted under this mandate shall not exceed the aggregate of:--

(a) 20% of the existing issued share capital of the Company at the date of this Resolution; and

(b) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of any shares repurchased by the Company subsequent to the passing of this Resolution;

and that this mandate shall only continue in force until the conclusion of the next Annual General Meeting of the Company, or the expiration of the period within which the next Annual General Meeting is required by law to be held, or the revocation or variation of this mandate by ordinary resolution of the shareholders in general meeting, whichever is the earlier.”

C. “THAT a general mandate be and is hereby unconditionally given to the directors of the Company to exercise the general mandate given to them pursuant to Ordinary Resolution 4B set out in the notice convening this meeting in respect of the number of shares referred to in paragraph (b) of that Resolution.”

As special business, to consider and, if thought fit, to pass the following resolution as Special Resolution:

1. “THAT subject to the consent of the Registrar of Companies of Hong Kong, the name of the Company be changed to 'China Logistics Group Limited (中國物流集團有限公司).”

By order of the Board
Liu Ah YingCompany SecretaryHong Kong, 28th August 2000.

Notes:

1. A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited at the Registered Office of the Company at 23rd Floor, New World Tower II, 18 Queen's Road Central, Hong Kong not less than 48 hours before the time fixed for the holding of the meeting or any adjournment thereof.

3. The Transfer Books and the Register of Members of the Company will be closed from 25th September 2000 to 27th September 2000, both days inclusive. In order to qualify for the final dividend, all transfers accompanies by the relevant share certificates must be lodged with the Company's Registrars, Central Registration Hong Kong Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Friday, 22nd September 2000.

4. In respect of resolutions no. 4A and 4B above, the directors wish to state that they have no immediate plans to repurchase any existing securities or to issue any new shares pursuant to the relevant mandates. A circular letter containing an explanatory statement in connection with resolution no. 4A is being sent to shareholders together with the 1999/2000 Annual Report.

5. In respect of resolution no. 5, a circular letter containing explanations in connection with resolution no. 5 is being sent to shareholders together with the 1999/2000 Annual Report.