G-Resources Group Limited — Proxy Solicitation & Information Statement 2000

May 2, 2000

中華發展控股有限公司

CHUNG HWA DEVELOPMENT HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Chung Hwa Development Holdings Limited ("Company") will be held at Victoriana Room, 4/F, Furama Hotel, One Connaught Road Central, Hong Kong on May 31, 2000 at 9:30 a.m. for the following purposes:

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and the Auditors for the year ended March 31, 1999;

2. To re-elect Directors and to authorise the Board to fix the Directors' remuneration;

3. To appoint Auditors and to authorise the Board to fix their remuneration;

By Order of the Board

Lo Kwok Hung

Company Secretary

Hong Kong, April 28, 2000

Principal office:

17/F., Kwanchart Tower

6 Tonnochy Road

Wanchai

Hong Kong

Notes:

(1) A member entitled to attend and vote at the above meeting may appoint not more than two proxies to attend and vote on his behalf and such proxy need not be a member of the Company. A form of proxy for use at the meeting is enclosed herewith.

(2) The form of proxy together with any power of attorney or authority under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the branch share registrars of the Company in Hong Kong. Secretaries Limited, 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 48 hours before the time appointed for holding the meeting.

(3) In the case of joint holders of a share, if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.