Hongxing Coldchain (Hunan) Co., Ltd. — Proxy Solicitation & Information Statement 2002

Jun 27, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in GeoMaxima (Hong Kong) Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(incorporated in Bermuda with limited liability)

PROPOSED CHANGE OF COMPANY NAME

A letter from the board of directors of GeoMaxima (Hong Kong) Holdings Limited is set out on pages 1 to 3 of this circular.

A notice convening a special general meeting of GeoMaxima (Hong Kong) Holdings Limited to be held at Room 2301, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 25th June, 2002 at 11:00 a.m. is set out on page 4 of this circular. Whether or not you intend to attend the special general meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar, Central Registration Hong Kong Limited, at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the special general meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting should you so wish.

23rd May, 2002

LETTER FROM THE BOARD

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(incorporated in Bermuda with limited liability)

(the “Company”)

Directors: Mr. Zhu Jia Zhen (Chairman) Mr. Sun Tian Gang Mr. Guo Ting Mr. Wong Nam Ling Mr. Zhao Xin Xian Mr. Yu En Guang Mr. Zhang Xue Min

* Independent non-executive Directors

Head office and principal place of business in Hong Kong: Room 2301, Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

23rd May, 2002

To the Shareholders

and for information only, holders of Warrants

Dear Sir or Madam,

PROPOSAL FOR CHANGE OF COMPANY NAME

The purpose of this circular is to provide you with information regarding the proposal for the change of name by the directors of the Company that the name of the Company be changed to “GeoMaxima Energy Holdings Limited” and to adopt a Chinese Name of “捷美能源控股有限公司” and that such new name (including the new Chinese name as aforesaid) of the Company be registered with the Registrar of Companies in Hong Kong pursuant to the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).

REASON FOR THE PROPOSAL

The principal activities of the Company and its subsidiaries for the year ended 31st December, 2001 consisted of operation of transportation and storage facilities for crude oil and sale of instant food products. Due to the fierce competition and the dissatisfactory performance of the instant food business, this operation was disposed of in December 2001.

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LETTER FROM THE BOARD

As a result of the disposal of instant food business, the Directors consider that the proposed change of the Company’s name will better reflect the Company’s present operations which consisting of operation of transportation and storage facilities for crude oil and natural gas distribution networks; and also the Company’s business strategy in further development in energy related operation.

CONDITIONS

The change of name will be subject to the passing of a special resolution by the shareholders of the Company at the special general meeting to be convened by the Company and the issue of a certificate of change of name by the Registrar of Companies in Bermuda.

EFFECT

Subject to the conditions aforementioned, the change of name will take effect from the date of entry of the new name on the register by the Registrar of Companies in Bermuda. Upon the change of name becoming effective, all existing share certificates or warrant certificates bearing the existing name of the Company will continue to be evidence of title to the shares and warrants of the Company and will continue to be valid for trading, settlement and registration purpose. Also, the rights of the shareholders and warrantholders in the Company will not be affected as a result of the proposed change of name. Should the change of name become effective, any issue of share certificates and warrant certificates, if any, thereafter will be in the new company name.

A further announcement will be made when the change of name becomes effective.

EXCHANGE OF SHARE CERTIFICATES AND WARRANT CERTIFICATES

The shareholders of the Company may, within four weeks from the date on which the change of name becomes effective, submit:

1. existing share certificates in respect of shares of the Company to the office of the branch share registrar of the Company in Hong Kong, Central Registration Hong Kong Limited, at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong; and

2. existing warrant certificates in respect of warrants of the Company to the Company’s principal office in Hong Kong at Room 2301, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong

for exchange at the expense of the Company, for the respective share certificates and warrant certificates in the new company names. New share certificates and warrant certificates will be available for collection within ten business days from the date of submission. Thereafter, existing share certificates and warrant certificates will be accepted for exchange for respective share certificates and warrant certificates only on payment of a fee of HK$2.50 (or such higher amount as may be stipulated in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to tome) for each new certificate to be issued or for each existing share certificate and warrant certificate so submitted for exchange, whichever number of certificates is higher.

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LETTER FROM THE BOARD

SPECIAL GENERAL MEETING

Set out on page 4 of this circular is a notice convening the special general meeting of the Company at which a special resolution will be proposed to the shareholders of the Company to consider and, if thought fit, to approve the change of name. Whether or not you are able to attend the meeting, shareholders should please complete and return the enclosed form of proxy to the Company’s branch share registrar, Central Registration Hong Kong Limited, at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and delivery of the form of proxy will not prevent shareholders from attending and voting at special general meeting if they so wish.

RECOMMENDATION

The directors of the Company consider that proposed change of Company name is in the best interests of the Company and its shareholders and accordingly recommend that you should vote in favour of the resolution referred to above to be proposed at the special general meeting of the Company.

Yours faithfully

For and on behalf of

GeoMaxima (HongKong) Holdings Limited Sun Tian Gang Director

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NOTICE OF SPECIAL GENERAL MEETING

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(incorporated in Bermuda with limited liability)

(the “Company”)

NOTICE IS HEREBY GIVEN THAT a Special General Meeting of the Company will be held at Room 2301, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 25th June, 2002 at 11:00 a.m. to consider, and if thought fit, pass with or without amendments the following resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of the Companies in Bermuda being obtained, the name of Company be changed from “GeoMaxima (Hong Kong) Holdings Limited” to “GeoMaxima Energy Holdings Limited” and to adopt a Chinese name of “捷美能源控股有限公司 ” and THAT such new name (including the new Chinese name as aforesaid) of the Company be registered with the Registrar of Companies in Hong Kong pursuant to the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and the directors be and are hereby authorised to do all such acts, deeds and things as they may, in their absolute discretion, deem fit, to effect and implement the change of name of the Company.”

By Order of the Board Sun Tian Gang Director

Hong Kong, 23rd May, 2002

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Central Registration Hong Kong Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting.

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