Fujian Holdings Limited — Proxy Solicitation & Information Statement 2004

Dec 31, 2004

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(Incorporated in Hong Kong with Limited liability)

(Stock code: 181)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Fujian Holdings Limited (the “Company” ) will be held at 10:00 a.m. on Thursday, 20 January 2005 at The Boardroom, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “THAT the acquisition agreement dated 11 November 2004 entered into between Ming Chuen Construction Company Limited, a wholly owned subsidiary of the Company, and Fairweal Industrial Company Limited, a wholly owned subsidiary of Fujian Investment and Development Company Limited, a copy of which is tabled at the EGM and marked “A” and initialed by the chairman of the EGM for identification purpose, pursuant to which Fairweal Industrial Company Limited has agreed to sell and Ming Chuen Construction Company Limited has agreed to purchase 25% equity interest of Fuzhou Harmony Piano Co. Ltd. at a consideration of HK$4,848,500 in cash subject to the terms and conditions therein, and the transaction contemplated thereunder or incidental thereto be and is hereby approved and the directors of the Company be and are hereby authorized to take all steps necessary or expedient in their opinion to implement and/or give ef fect to the terms of such agreement.”

2. “THAT the loan agreement dated 11 November 2004 entered into between the Company and Brilliant Well Investment Limited, a wholly owned subsidiary of Fujian Investment and Development Company Limited, a copy of which is tabled at the EGM and marked “B” and initialed by the chairman of the EGM for identification purpose, pursuant to which the Company has agreed to provide to Brilliant Well Investment Limited a loan facility up to an aggregate principal amount of HK$16.5 million carrying an interest rate of 6.5% per annum for a term of 18 months subject to the terms and conditions therein, and the transaction contemplated thereunder or incidental thereto be and is hereby approved and the directors of the Company be and are hereby authorized to take all steps necessary or expedient in their opinion to implement and/or give effect to the terms of such agreement.”

By order of the Board Fujian Holdings Limited Wang Xiaowu Chairman

Hong Kong, 3 January 2005 Registered office: Unit 3213, 32/F, Cosco Tower 183 Queen’s Road Central Hong Kong

Notes:

1. A form of proxy for use at the EGM is enclosed.

2. Any member entitled to attend and vote at the EGM shall be entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares may appoint one or two proxies to represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company.

3. The instrument appointing a proxy must be signed by a member or his attorney duly authorized in writing or, in the case of a corporation or institution, either under the common seal or under the hand of an officer or attorney duly authorized in writing.

4. To be valid, the instrument appointing a proxy and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be deposited at the Company’s registered office, Unit 3213, 32/F., Cosco Tower, 183 Queen’s Road Central, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof.

5. The register of members of the Company will be closed from Tuesday, 18 January 2005 to Wednesday, 19 January 2005, both days inclusive, during which period no share transfers will be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Standard Registrars Limited, 28th Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 4:00 p.m. on Monday, 17 January 2005. Only shareholders whose names appear on the register of members of the Company on 18 January 2005 are entitled to attend and vote at the EGM.

6. In the case of joint holders, any one of such holders may attend and vote at the EGM either personally or by proxy in respect of the shares as if he was solely entitled thereto, but if more than one of such joint holders be present at the EGM, the holder whose name stands first in the register of members shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for such purpose be deemed joint holders thereof.

7. The voting on the resolution will be conducted by way of a poll.

8. On a poll, every member present in person or by proxy shall have one vote for every share held by him.

Please also refer to the published version of this announcement in The Standard.

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