Build King Holdings Limited — Proxy Solicitation & Information Statement 2000

Aug 23, 2000

Seapower International Holdings Limited

(Incorporated in Bermuda with limited liability)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the members of Seapower International Holdings Limited (the "Company") will be held at the Conference Room on 23rd Floor, 1 Wellington Street, Central, Hong Kong on Thursday, 28th September, 2000 at 3:30 p.m. or so soon thereafter as the annual general meeting of the members of Seapower Resources International Limited convened at 3:00 p.m. on the same day and place shall have been concluded or adjourned (whichever is the later) for the purpose of transacting the following business:

AS ORDINARY BUSINESS

1. to receive and consider the reports of the Directors and Auditors and the statement of accounts for the year ended 31st March, 2000;

2. to re-elect Directors and fix their remuneration for the ensuing year;

3. to re-appoint Auditors and authorise the Directors to fix their remuneration;

AS SPECIAL BUSINESS

1. to consider, and if thought fit, pass the following ordinary resolutions with or without amendments:

A. "THAT:

(a) subject to paragraph (b), the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to allot and issue additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers either during or after the Relevant Period be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to:

(i) a Rights Issue;

(ii) the exercise of rights of subscription or conversion under the terms of any securities which are convertible into shares of the Company; or

(iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of this resolution and this approval shall be limited accordingly; and

(c) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next Annual General Meeting of the Company;

(ii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company to be held; and

(iii) the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution in General Meeting.

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares on the Register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or of the requirements of any recognized regulatory body or any stock exchange).";

B. "THAT:

(a) subject to paragraph (c), the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to repurchase shares in the capital of the Company on the terms and subject to the conditions set out in the letter to shareholders dated 25th August, 2000, a copy of which has been tabled at the Meeting marked "A" and signed by the Chairman of this Meeting for the purpose of identification, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) shall be in addition to any other authorization given to the Directors of the Company;

(c) the aggregate nominal amount of shares of the Company to be purchased or agreed conditionally or unconditionally to be purchased by the Directors of the Company pursuant to the approval in paragraph (a) shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of this resolution and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next Annual General Meeting of the Company;

(ii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company to be held; and

(iii) the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution in General Meeting.";

C. "THAT conditional upon the passing of Resolutions 4A and 4B of the Notice of this Meeting, the general mandate granted under Resolution 4A be extended by adding the aggregate nominal amount of shares purchased by the Company pursuant to Resolution 4B to the aggregate nominal amount of shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company."; and

1. to transact any other business.

By order of the Board

Louisa Tam Suet Lin

Company Secretary

Hong Kong, 22nd August, 2000

Notes:

(1) A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote for him in accordance with the Bye-laws of the Company. A proxy need not be a member of the Company.

(2) To be valid, a form of proxy and the 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 at the principal office of the Company at 22nd-23rd Floors, 1 Wellington Street, Central, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

(3) The Register of Members of the Company will be closed from 26th September, 2000 to 28th September, 2000, both days inclusive, during which period no transfer of shares will be registered.

(4) With respect to item 4A, approval is being sought from Shareholders for a general mandate to issue shares to be given to the Directors. The Directors are required to obtain this mandate pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules").

(5) With respect to item 4B, approval is being sought from Shareholders for a general mandate to repurchase shares to be given to the Directors.

(6) With respect to item 4C, approval is being sought from Shareholders for an extension of the general mandate granted to the Directors to allot shares by adding to it the number of shares purchased under the authority granted pursuant to Resolution 4B.

(7) In accordance with the Listing Rules and the Hong Kong Codes on Takeovers and Mergers and Share Repurchases, a letter setting out the terms and conditions upon which the powers to be granted under Resolutions 4A, 4B and 4C will be exercised will be despatched to the shareholders as soon as possible.