First Service Holding Limited — Proxy Solicitation & Information Statement 2000

May 19, 2000

(Incorporated in Bermuda with limited liability)

notice of annual general meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Man Yue International Holdings Limited ("the Company") will be held at the Kellett Room IV, 3/F., The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 20 June 2000 at 2:30 p.m. for the following purposes:-

1. To receive and consider the audited accounts and the reports of the directors and auditors for the year ended 31 December 1999;

2. A. To re-elect Mr. Hui Sing Cheung, Dave as Director;

B. To re-elect Mr. Lo Kwok Kwei, David as Director;

1. To fix independent non-executive directors' remuneration;

2. To fix the maximum number of directors at 10;

3. To authorise the board of directors to appoint additional directors up to the maximum fixed by the shareholders of the Company;

4. To re-appoint Messrs Ernst & Young as auditors and authorise the board of directors to fix their remuneration;

5. As special business to consider, and if thought fit, pass the following resolutions as Ordinary Resolutions:-

"A. THAT:

(i) subject to paragraph A(iii) below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with 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 be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph A(i) above shall be in addition to any other authorisation given to the directors of the Company and 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 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(i) above, otherwise than pursuant to (a) a Rights Issue (as defined below), (b) the exercise of options granted under the Share Option Scheme (as defined below) or (c) any scrip dividend scheme or similar arrangements, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution and the authority pursuant to paragraph A(i) above shall be limited accordingly; and

(iv) for the purposes of this resolution:-

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

(a) the conclusion of the next annual general meeting of the Company;

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

(c) the time at which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the shareholders of the company in general meeting.

"Rights Issue" means an offer of shares in the capital of the Company open for a period fixed by the directors of the Company to holders of shares in the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares, subject to such exclusion or other arrangements as the Directors 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 applicable to the Company.

"Share Option Scheme" means the employee share option scheme adopted by the Company on the 13 February, 1997 pursuant to which the Company may grant to employees of the Company and its subsidiaries options to subscribe for shares in the capital of the Company.

B. THAT:

(i) subject to paragraph B(iii) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase its own issued shares on The Stock Exchange of Hong Kong Limited ("the Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose on the terms and subject to the conditions set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or any applicable laws and requirements of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph B(i) above shall be in addition to any other authorisation given to the directors of the Company;

(iii) the aggregate nominal amount of the shares repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph B(i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution and the authority pursuant to paragraph B(i) above shall be limited accordingly; and

(iv) for the purpose of this resolution:-

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

(a) the conclusion of the next annual general meeting of the Company;

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

(c) the time at which the authority set out in this resolution is revoked or varied by the shareholders of the Company by way of ordinary resolution in general meeting.

C. THAT:

Conditional upon the passing of resolutions numbered 7A and 7B set out above the aggregate nominal amount of the number of shares which are repurchased by the Company under the authority granted to the directors of the Company in the said resolution numbered 7B shall be added to the aggregate nominal amount of the issued share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the said resolution numbered 7A provided that such added amount shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution."

By Order of the Board

Leung Wai Man

Secretary

Hong Kong, 18 May 2000

Principal Office:

16th Floor

Yiko Industrial Building

10 Ka Yip Street

Chai Wan

Hong Kong

Notes:

1. Every member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In order to be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company's branch share registrars in Hong Kong, Tengis Limited at 1601, Hutchison House, 10 Harcourt Road, Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof).

3. The Register of Members of the Company will be closed from Thursday, 15 June 2000 to Tuesday, 20 June 2000, both days inclusive, during which period no transfer of shares will be effected. In order to ascertain the right to attend the meeting, all transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company's branch share registrars in Hong Kong, Tengis Limited at the above address not later than 4:00 p.m. on Wednesday, 14 June 2000.

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