Beijing Enterprises Holdings Limited — Proxy Solicitation & Information Statement 2003

May 30, 2003

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CHINA LOGISTICS GROUP LIMITED 中國物流集團有限公司

(incorporated in Hong Kong with limited liability)

NOTICE OF THE EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China Logistics Group Limited (“Company”) will be held at 11:00 a.m. on Tuesday, 24 June 2003 at Room 1302, 13th Floor, MassMutual Tower, 38 Gloucester Road, Wanchai, Hong Kong to consider and, if thought fit, passing the following resolutions as special and, as the case may be, ordinary resolutions:

SPECIAL RESOLUTION

1. “ THAT subject to the approval of the Registrar of Companies in Hong Kong being obtained, the name of the Company be changed to “China Chengtong Development Group Limited 中國 誠通發展集團有限公司 ” and the directors (“Directors”) of the Company be and are hereby authorised generally to do such acts and things and execute all documents or make such arrangements as they may consider necessary or expedient to effect the change of company name.”

ORDINARY RESOLUTIONS

1. “ THAT

2. (A) each of the following documents entered into between the Company, Shine Ocean Limited, Ocean-Land Heat Supply Limited, China Huatong Distribution and Industry Development Corporation, Trade Sense International Limited, Huatong Group Holdings Limited, Everlasting Value Securities Limited and Merry World Associates Limited, in relation to, among other matters, the Settlement and Mutual Release (as defined in the circular (“Circular”) of the Company to its shareholders dated 30 May 2003) (a copy of the Circular is produced to the meeting marked “A” and signed by the chairman of the meeting for the purposes of identification) be and it is hereby approved in all respects and all the transactions contemplated thereby be and they are hereby approved:

   • (i) the settlement agreement (“Settlement Agreement”) dated 21 March 2003, a copy of which is produced to the meeting marked “B” and signed by the chairman of the meeting for the purposes of identification;

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   • (ii) the supplemental settlement deed (“First Supplemental Settlement Deed”) dated as of 31 March 2003, a copy of which is produced to the meeting marked “C” and signed by the chairman of the meeting for the purposes of identification;

   • (iii) the second supplemental settlement deed (“Second Supplemental Settlement Deed”) dated 15 May 2003, a copy of which is produced to the meeting marked “D” and signed by the chairman of the meeting for the purposes of identification; and

4. (B) the Directors be and they are hereby authorised to take all actions which are in their opinion necessary, appropriate, desirable or expedient for the implementation and completion of the Settlement Agreement (as amended by the First Supplemental Settlement Deed and the Second Supplemental Settlement Deed) and the transactions contemplated thereby and all other matters incidental thereto or in connection therewith and to agree to the variation and waiver of any of the matters relating thereto that are, in the opinion of the Directors, not material to transactions contemplated thereby and are in the best interests of the Company.”

5. “ THAT with effect from the close of business of the day on which this resolution is passed, the existing share option scheme (“Existing Scheme”) adopted by the Company on 22 September 1998 (a copy of the Existing Scheme is produced to the meeting marked “E” and signed by the chairman of the meeting for the purposes of identification) be and it is hereby terminated and cease to have any further effect save and except that the Existing Scheme will remain in force to the extent necessary to give effect to the options granted thereunder prior to the termination thereof.”

6. “ THAT subject to the passing of resolution numbered 3 and subject also to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the rules of the new share option scheme (“New Scheme”), a draft of which is produced to the meeting marked “F” and signed by the chairman of the meeting for the purposes of identification, representing an amount (“General Scheme Limit”) not being less than 10 per cent. of the issued shares of the Company as at the day on which this resolution is passed, with effect from the close of business of the day on which this resolution is passed, the rules of the New Scheme be approved and adopted and the Directors be and they are hereby authorised: (a) to approve any amendments to the rules of the New Scheme as may be acceptable or not objected to by the Stock Exchange; (b) at their absolute discretion to grant options to subscribe for shares of the Company in accordance with the rules of the New Scheme; (c) to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the New Scheme provided that the aggregate nominal amount of shares which fall to be allotted and issued pursuant to this authority, together with any issue of shares of the Company upon the exercise of any options (excluding the exercise of those options

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granted under the Existing Scheme (as defined in resolution numbered 3 above)) granted under any other share option scheme as may from time to time adopted by the Company or its subsidiaries, shall not exceed the General Scheme Limit; and (d) to take all such steps as may be necessary, desirable or expedient to carry into effect the New Scheme.”

By order of the Board

China Logistics Group Limited Li Tiefeng Managing Director

Hong Kong, 30 May 2003

Registered office:

Room 1302, 13th Floor MassMutual Tower 38 Gloucester Road

Wanchai, Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. 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 appointed. A proxy need not be a member of the Company. A form of proxy for use at the meeting is enclosed herewith. In case of a joint holding, the form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

2. To be valid, the form of proxy together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s share registrar of the Company, Computershare Hong Kong Investor Services Limited at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Completion and return of the accompanying form of proxy will not preclude members of the Company from attending and voting in person at the meeting or any adjournment thereof should they so wish.

4. Members of the Huatong Group (as defined in the Circular) and any of their respective associates (as defined in the Rules Governing the Listing of Securities on the Stock Exchange) are not permitted to vote in relation to ordinary resolution numbered 2.

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

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