Da Sen Holdings Group Limited — Proxy Solicitation & Information Statement 2000

Aug 14, 2000

Asia Tele-Net and Technology Corporation Limited

(formerly known as Process Automation (Holdings) Limited)

(Incorporated in Bermuda with limited liability)

notice of annual general meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at the C1 Conference Room, 11 Dai Hei Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong at 3:00 p.m. on Wednesday, 6th September, 2000 for the following purposes:

1. To receive and consider the report of the directors and financial statements for the year ended 31st March, 2000 and the auditors' report thereon.

2. To elect directors and to fix their remuneration.

3. To appoint auditors for the year ending 31st March, 2001 and to authorise the directors to fix their remuneration.

4. By way of special business to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

(A) "That:-

(i) subject to paragraph (iii), the exercise by the directors of the Company during the relevant period of all the powers of the Company to allot and issue or otherwise deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options over shares which might require such shares to be allotted and issued be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) shall authorise the directors of the Company during the relevant period to make or grant offers, agreements and options which might require the exercise of such power after the end of the relevant period;

(iii) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued whether pursuant to an option or otherwise, by the directors of the Company pursuant to the approval in paragraph (i), otherwise than pursuant to rights issue, shall not exceed 20% of the aggregate nominal amount of the existing share capital of the Company in issue as at the date hereof and the said approval shall be limited accordingly; and

for the purpose of this resolution:-

"relevant period" means the period from the passing of the resolution until whichever is the earlier of:-

• the conclusion of the next annual general meeting of the Company, and

• the expiration of the period within which the next annual general meeting of the Company is required by law or the Company's bye-laws to be held; and

• the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

"right issue" means an offer of shares open for a period fixed by the directors of the Company to holders of ordinary shares of the Company 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 director of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside Hong Kong."

(B) "THAT:

(i) subject to paragraph (ii) the exercise by the directors of the Company during the relevant period of all the powers of the Company to purchase its own securities, subject to and in accordance with all applicable laws and the listing rules, be and is hereby generally and unconditionally approved;

(ii) the aggregate nominal amount of securities of the Company purchased by the Company pursuant to paragraph (i) during the relevant period, shall be no more than 10% of the aggregate nominal amount of the existing issued share capital and issued warrants of the Company at the date of this meeting, and the authority pursuant to paragraph (i) shall be limited accordingly;

(iii) for the purposes of this resolution, "relevant period" means the period from the date of passing of this resolution until whichever is the earlier of:-

• the conclusion of the next annual general meeting of the Company;

• the expiration of the period within which the next annual general meeting of the Company is required by law or the Company's bye-laws to be held; and

• the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

(C) "That the exercise by the directors of the Company of all powers of Company following any repurchase of its own shares to allot and issue or agree to allot and issue additional shares in the capital of the Company up to maximum number of such shares repurchased since the granting of the general mandate (up to a maximum number equivalent to 10% of the existing issued share capital of the Company at the date of this meeting) and to make or grant offers, agreements and options which might require the exercise of such power equivalent to the number of shares so purchased, in addition to the general mandate granted to the directors of the Company and for the time being in force pursuant to resolution 4(A) contained in the notice convening this meeting, be and is hereby generally and unconditionally approved."

By order of the Board

Kwok Hing Lam

Deputy Chairman & Managing Director

Hong Kong, 11th August, 2000

Hong Kong Principal Office

11 Dai Hei Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong

Notes:

1. Any member entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. The form of proxy must be lodged at the head office and principal place of business of the Company in Hong Kong not less than 48 hours before the time appointed for the meeting. Completion and return of the proxy will not preclude a member from attending and voting in person.