Chinese Estates Holdings Limited — Proxy Solicitation & Information Statement 2002

May 6, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold all your shares in Prestige Properties Holdings Limited, you should at once hand this circular to the purchaser or to the bank or stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

PRESTIGE PROPERTIES HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

PROPOSED CHANGE OF COMPANY NAME

A letter from the board of directors of PRESTIGE PROPERTIES HOLDINGS LIMITED is set out on pages 2 to 4 of this circular.

A notice convening a special general meeting of PRESTIGE PROPERTIES HOLDINGS LIMITED to be held at Grand Room III & IV, Ground Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 29th May, 2002 at 11:00a.m. (or so soon as immediately after the conclusion of the annual general meeting of PRESTIGE PROPERTIES HOLDINGS LIMITED to be held on the same date at 10:45 a.m.) is set out on pages 5 to 6 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible to the principal office in Hong Kong of PRESTIGE PROPERTIES HOLDINGS LIMITED at Rooms 3303-3304, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the meeting or any adjournment thereof should you so desire.

6th May, 2002

Prestige Properties Holdings Limited

LETTER FROM THE BOARD

PRESTIGE PROPERTIES HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

(the “Company”)

Directors:

Cheung Chung Kiu - Chairman Wong Chi Keung, Dickie - Managing Director Yuen Wing Shing Tung Wai Lan, Iris Lee Ka Sze, Carmelo Wong Wai Kwong, David

* Independent Non-Executive Directors

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business: Rooms 3303-3304 China Resources Building 26 Harbour Road Wanchai Hong Kong

6th May, 2002

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR CHANGE OF COMPANY NAME

The purpose of this circular is to provide you with information regarding the proposal for the change of name by the directors of the Company that the English name of the Company be changed from “Prestige Properties Holdings Limited” to “Y. T. Realty Group Limited” and the Chinese name “ ” be adopted by the Company in lieu of the Chinese name “ ” hitherto used by the Company for identification purposes only and that such new name (including the new Chinese name as aforesaid) of the Company be registered with the Registrar of Companies in Hong Kong pursuant to the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).

REASON FOR THE PROPOSAL

The board of directors of the Company considers that the proposed change of the Company’s name will better reflect the position that through Funrise Limited, the present single largest shareholder of the Company is Yugang International Limited.

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Prestige Properties Holdings Limited

LETTER FROM THE BOARD

CONDITIONS

The change of name will be subject to the passing of a special resolution by the shareholders of the Company at the special general meeting to be convened by the Company and the issue of a certificate of change of name by the Registrar of Companies in Bermuda.

EFFECT

Subject to the conditions aforementioned, the change of name will take effect from the date of entry of the new name on the register by the Registrar of Companies in Bermuda. Upon the change of name becoming effective, all existing share certificates bearing the existing name of the Company will continue to be evidence of title to the shares of the Company and will continue to be valid for trading, settlement and delivery for the same number of shares in the new name of the Company. Also, the rights of the shareholders in the Company will not be affected as a result of the proposed change of name. Should the change of name become effective, any issue of share certificates thereafter will be in the new company name.

A further announcement will be made when the change of name becomes effective.

EXCHANGE OF SHARE CERTIFICATES

The shareholders of the Company may, within four weeks from the date on which the change of name becomes effective, submit existing share certificates in respect of shares of the Company to the office of the branch share registrar of the Company in Hong Kong, Abacus Share Registrars Limited at 5/F., Wing On Centre, 111 Connaught Road Central, Hong Kong for exchange at the expense of the Company, for the respective share certificates in the new company names. New share certificates will be available for collection within ten business days from the date of submission. Thereafter, existing share certificates will be accepted for exchange for respective share certificates only on payment of a fee of HK$2.50 (or such higher amount as may be stipulated in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time) for each new certificate to be issued or for each existing share certificate so submitted for exchange, whichever number of certificates is higher.

SPECIAL GENERAL MEETING

Set out on pages 5 to 6 of this circular is a notice convening the special general meeting of the Company at which a special resolution will be proposed to the shareholders of the Company to consider and, if thought fit, to approve the change of name. Whether or not you are able to attend the meeting, shareholders should please complete and return the enclosed form of proxy to the Company’s principal office in Hong Kong at Rooms 3303-3304, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and delivery of the form of proxy will not prevent shareholders from attending and voting at the special general meeting if they so wish.

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Prestige Properties Holdings Limited

LETTER FROM THE BOARD

RECOMMENDATION

The directors of the Company consider that proposed change of Company name is in the best interests of the Company and its shareholders and accordingly recommend that you should vote in favour of the resolution referred to above to be proposed at the special general meeting of the Company.

By Order of the Board WONG CHI KEUNG, DICKIE Managing Director

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Prestige Properties Holdings Limited

NOTICE OF SPECIAL GENERAL MEETING

PRESTIGE PROPERTIES HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

(the “Company”)

NOTICE IS HEREBY GIVEN THAT a Special General Meeting of the Company will be held at Grand Room III & IV, Ground Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 29th May, 2002 at 11:00 a.m. (or so soon as immediately after the conclusion of the annual general meeting to be held on the same date at 10:45 a.m.) to consider, and if thought fit, pass with or without amendments the following resolution:

SPECIAL RESOLUTION

“ THAT the English name of the Company be changed from “Prestige Properties Holdings Limited” to “Y. T. Realty Group Limited” and the Chinese name “ ” be adopted by the Company in lieu of the Chinese name “ ” hitherto used by the Company for identification purposes only and THAT such new name (including the new Chinese name as aforesaid) of the Company be registered with the Registrar of Companies in Hong Kong pursuant to the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and the directors be and are hereby authorised to do all such acts, deeds and things as they may, in their absolute discretion, deem fit, to effect and implement the change of name of the Company.”

By Order of the Board Albert T. da Rosa, Jr. Secretary

Hong Kong, 6th May, 2002

Notes:

1. The Register of Members will be closed from 27th May, 2002 to 29th May, 2002 (both days inclusive), during which period no share transfers will be registered. In order to be eligible to attend and vote at the Special General Meeting of the Company to be held on Wednesday, 29th May, 2002, all transfers accompanied by the relevant share certificates must be lodged with branch share registrar of the Company in Hong Kong, Abacus Share Registrars Limited at 5/F., Wing On Centre, 111 Connaught Road Central, Hong Kong, not later than 4:00 p.m. Friday, 24th May, 2002.

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Prestige Properties Holdings Limited

NOTICE OF SPECIAL GENERAL MEETING

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company but must be present in person to represent the member.

2. A form of proxy for the Meeting is enclosed. The form of proxy, must be deposited at the principal office of the Company in Hong Kong at Rooms 3303-3304, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or the adjourned Meeting.

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Prestige Properties Holdings Limited