CASH Financial Services Group Limited — Proxy Solicitation & Information Statement 2000

Apr 28, 2000

WING ON COMPANY INTERNATIONAL LIMITED

永安國際有限公司

(Incorporated in Bermuda with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Ninth Annual General Meeting of Shareholders of Wing On Company International Limited will be held at 7th Floor, Wing On Centre, 211 Des Voeux Road Central, Hong Kong on Tuesday, 27 June 2000 at 10:30 a.m. for the following purposes:

Ordinary Business

1. To receive and adopt the Reports of the Directors and of the Auditors together with the Statement of Accounts for the year ended 31 December 1999.

2. To declare a Final Dividend.

3. To re-elect retiring Directors and to fix the fees of Directors.

4. To fix the maximum number of Directors at 20 and authorise the Directors to appoint additional Directors up to such maximum number.

5. To re-appoint Auditors and authorise the Directors to fix their remuneration.

Special Business

1. To consider and if thought fit, pass the following resolution as an Ordinary Resolution:

"That a general mandate be unconditionally given to the Directors to issue and dispose of additional shares not exceeding twenty per cent of the existing issued share capital of the Company during the Relevant Period (as defined in item 7(c))."

1. To consider and if thought fit, pass the following resolution as an Ordinary Resolution:

"That:

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of shares of the Company purchased by the Company pursuant to paragraph (a) above during the Relevant Period shall not exceed ten per cent of the aggregate nominal amount of the issued share capital of the Company at the date of this Resolution, and the authority pursuant to paragraph (a) above shall be limited accordingly; and

(c) for the purposes of this Resolution and Resolution set out in item 6, "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier 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 or any applicable law to be held; and

(iii) the revocation or variation of this Resolution by an ordinary resolution of the Shareholders of the Company in General Meeting."

1. To consider and if thought fit, pass the following resolution as an Ordinary Resolution:

"That the general mandate granted to the Directors to issue and dispose of additional shares pursuant to Ordinary Resolution set out in item 6 of the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution set out in item 7 of the notice convening this meeting, provided that such amount shall not exceed ten per cent of the aggregate nominal amount of the issued share capital of the Company at the date of this Resolution."

1. To consider and if thought fit, pass the following resolution as a Special Resolution:

"That the existing Bye-Laws of the Company be amended as follows:

By inserting the wording "or representatives" after the word "corporate representative" in line 3 of the first sentence of Bye-Law 87(B); and

By inserting the wording "or corporate representative" after the word "proxy" in lines 6 and 7 of the first sentence of Bye-Law 87(B)."

By Order of the Board

Karl C. Kwok

Chairman

Hong Kong, 27 April 2000.

Registered Office:

Cedar House,

41 Cedar Avenue,

Hamilton HM12,

Bermuda.

Principal Office:

7th Floor, Wing On Centre,

211 Des Voeux Road Central,

Hong Kong.

Notes:-

(1) A member entitled to attend and vote at the above meeting may appoint a proxy or proxies to attend and, on a poll, vote on his behalf. Where a member appoints two or more proxies to represent him, the form of proxy must clearly indicate the number of shares in the Company ("Share(s)") which each proxy represents. A proxy need not be a member of the Company.

(2) Where there are joint registered holders of any Share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Share shall alone be entitled to vote in respect thereof.

(3) To be valid, a form of proxy must be deposited at the Company's principal office not less than 48 hours before the time appointed for the holding of the above meeting, together with the power of attorney (if any) under which it is signed.

(4) The Register of Members will be closed from 20 June 2000 to 27 June 2000, both dates inclusive, during which period no share transfers can be registered.

(5) In order to qualify for the final dividend, all transfers accompanied by the relevant share certificates should be lodged at the Company's Share Registrars, Progressive Registration Limited, 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 5:00 p.m. on Monday, 19 June 2000.

(6) Concerning item 6 above, approval is being sought from members as a general mandate to authorise allotment of Shares under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. However, the Directors have no plan at the moment to issue any new Shares of the Company.

(7) An explanatory statement containing information regarding items 7 and 8 above will be sent to members together with the Company's 1999 Annual Report.

(8) Concerning item 9 above the amendment to the Bye-Laws is to adopt the Bermuda's Companies Act amendments which have come into force on 23 July 1999 to accommodate arrangement by Hong Kong Securities Clearing Company Limited to allow beneficial owners of the shares of the Company deposited with the Central Clearing and Settlement System to attend and vote at general meetings of the Company as corporate representatives.

"Please also refer to the published version of this announcement in the Hong Kong Standard"