Beijing Enterprises Holdings Limited — Proxy Solicitation & Information Statement 2004

Jul 9, 2004

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(Incorporated in Hong Kong with limited liability)

(Stock code: 217)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China Chengtong Development Group Limited (the “Company”) will be held at 10:30 a.m. on Monday, 26 July, 2004 at Suites 2904-2907, 29th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong to consider and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution:

“THAT:

the conditional share sale agreement dated 25 March 2004 (“ Share Sale Agreement ”) entered into by the Company and China Chengtong Hong Kong Company Limited (“ CCHK ”), relating to the Disposal of the Disposal Interests (both as defined in the circular of the Company dated 9 July 2004 (“ Circular ”)) and the transfer of the entire equity of Beijing Holdco (as defined in the Circular) in part satisfaction of the consideration for the Disposal, a copy of which has been produced to this meeting marked “A” and initialled by the chairman of this meeting for the purpose of identification, and all transactions contemplated thereunder as described in the Circular, be and are hereby approved; and the directors of the Company (“ Directors ”) 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 Share Sale Agreement and all transactions contemplated thereunder 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 that are, in the opinion of the Directors, not material to the terms of the Share Sale Agreement and all transactions contemplated thereunder and are in the interests of the Company.

By order of the Board

China Chengtong Development Group Limited Wu Chun Wah, Michael Executive Director

Hong Kong, 9 July 2004

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Registered office: Suites 2904-2907 29th Floor

One International Finance Centre 1 Harbour View Street Central, 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 share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1901-1905, 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. Right to demand a poll

Pursuant to Article 76 of the articles of association of the Company, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the results of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (i) by the Chairman of the meeting; or

• (ii) by at least three members present in person (or, in the case of a member being a corporation, by its duly authorized representative) or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any member or members present in person (or, in the case of a member being a corporation, by its duly authorized representative) or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (iv) by a member or members present in person (or, in the case of a member being a corporation, by its duly authorized representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

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Unless a poll be so demanded and not withdrawn, a declaration by the Chairman that a resolution has been on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

The Directors of the Company as at the date of this notice are Zhang Guotong (executive director), Li Tiefeng (executive director), Wu Chun Wah, Michael (executive director), Ma Zhengwu (non-executive director), Hong Shuikun (non-executive director), Chen Shengjie (non-executive director), Gu Laiyun (non-executive director), Tsui Yiu Wa, Alec (independent non-executive director), Kwong Che Keung, Gordon (independent nonexecutive director), and Lao Youan (independent non-executive director).

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

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