Hongxing Coldchain (Hunan) Co., Ltd. — Proxy Solicitation & Information Statement 2000

May 18, 2000

(Incorporated in Bermuda with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting ("the Meeting") of PNF Food Holdings Limited ("the Company") will be held at Coral Room, 3rd Floor, Furama Hotel Hong Kong, One Connaught Road Central, Hong Kong on Tuesday, 20 June, 2000 at 9:30 a.m. for the following purposes:

1. To receive, consider and adopt the Audited Financial Statements and the Reports of the Directors and the Auditors of the Company for the period from 2 November, 1999 (date of incorporation) to 31 December, 1999 and of the Group for the year ended 31 December, 1999;

2. To re-elect the retiring Directors and to authorise the Board of Directors to fix their remuneration;

3. To re-appoint Auditors and to authorise the Board of Directors to fix their remuneration;

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

ORDINARY RESOLUTIONS

A. "THAT:-

(a) the exercise by the Directors during the Relevant Period of all the powers of the Company to repurchase its own shares issued by the Company in accordance with all applicable laws and regulations and requirements of the relevant stock exchange, subject to the following conditions, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of the shares to be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10 percent of the aggregate nominal amount of the share capital of the Company in issue on the date of this Resolution, and the said approval shall be limited accordingly; and

(c) for the purpose of this Resolution:-

"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:-

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

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

(iii) the date on which the authority set out this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

B. "THAT:-

the granting of an unconditional general mandate to the Directors to issue, allot and deal with additional shares in the capital of the Company, and to make or grant offers, agreements and options which would or might require shares to be issued, allotted or dealt with, subject to the following conditions be and is hereby approved:-

(a) such mandate shall not extend beyond the Relevant Period save the Directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

(b) the aggregate nominal amount of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors otherwise than pursuant to (i) a Rights Issue; (ii) the exercise of options granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; (iii) any issue of shares of the Company on the exercise of the subscription rights attaching to the Company's warrants; and (iv) any scrip dividend or similar arrangement providing for the allotment of shares in the capital of the Company implemented in accordance with the bye-laws of the Company, shall not exceed 20 percent of the aggregate nominal amount of the share capital of the Company in issue on the date of this Resolution; and

(c) for the purpose of this Resolution:-

"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:-

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

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

(iii) the date on which the authority set out this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

"Rights Issue" means the allotment, issue or grant of shares in the capital of the Company pursuant to an offer of shares open for a period fixed by the Directors made to holders of shares 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 exclusions or other arrangements as the Directors 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, or in any territory applicable to the Company)."

C. "THAT, conditional upon the passing of Resolution No 5A set out in the notice convening the Meeting, the general mandate to the Directors to exercise the powers of the Company to allot shares pursuant to Resolution No 5B set out in the notice convening the Meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be alloted or agreed conditionally or unconditionally to be alloted by the Directors pursuant to such general mandate, of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No 5A set out in the notice convening the Meeting, provide that such amount shall not exceed 10 percent of the aggregate nominal amount of the share capital of the Company in issue on the date of this Resolution."

By Order of the Board

Chan Cheuk Ho

Company Secretary

Hong Kong, 17 May, 2000

Notes:

(1) In order to qualify for attending the forthcoming Annual General Meeting of the Company, all shares transfer accompanied by the relevant share certificates must be lodged with the Company's branch share registrars in Hong Kong, Central Registration Hong Kong Limited, Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:00 p.m. on 16 June, 2000.

(2) Every member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies (if a Member who is the holder of two or more shares) to attend and vote instead of him. A proxy need not be a member of the Company.

(3) A form of proxy for the Meeting is enclosed. In order to be valid, the form of proxy must be deposited at the Registered Office of the Company / the Company's branch share registrars in Hong Kong, Central Registration Hong Kong Limited of 19/F., Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or adjourned Meeting.

(4) In the case of a poll taken subsequently to the date of the Meeting or adjourned Meeting, the form of proxy must be deposited at the Registered Office of the Company/the Company's branch share registrars in Hong Kong, Central Registration Hong Kong Limited of 19/F., Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time fixed for the taking of the poll.

(5) Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so desire.

(6) An explanatory statement containing further details in respect of Resolution 5(A) will be sent to the Members of the Company with the 1999 annual report of the Company.

(7) Resolution 5(B) is to grant a general mandate to the Directors to issue and allot shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company at the date of the Resolution. The Directors have no current intention of issuing any shares pursuant to this mandate.

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