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

Apr 16, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold all your securities in GeoMaxima (Hong Kong) Holdings Limited, you should at once hand this document 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 document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever fro any loss however arising from or in reliance upon the whole or any part of the contents of this document.

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(incorporated in Bermuda with limited liability)

Executive Directors: Zhu Jia Zhen (Chairman) Sun Tian Gang (Deputy Chairman) Guo Ting Wong Nam Ling

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Non-executive Director: Zhao Xin Xian

Independent Non-executive Directors: Yu En Guang Zhang Xue Min

Head Office and Principal Place of Business: Room 2301, Office Tower Convention Plaza 1 Harbour Road Wan Chai Hong Kong 12 April 2002

To shareholders and for information only, holders of warrants

Dear Sir/Madam,

GENERAL MANDATES TO REPURCHASE AND ISSUE SECURITIES

It is proposed to grant to the directors (the “Directors”) of GeoMaxima (Hong Kong) Holdings Limited (the “Company”) (i) general mandate to repurchase shares (the “Shares”) of HK$0.01 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Repurchase Mandate”); (ii) general mandate (the “General Mandate”) to issue new Shares and other securities of the Company; and (iii) to increase the number of Shares to be allotted and issued under the General Mandate by an additional number representing such number of Shares under the Repurchase Mandate. Pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on the Stock Exchange, the Repurchase Mandate has to be approved by shareholders of the Company (the “Shareholders”) by a specific approval or general mandate. The Shares to be repurchased should be fully paid.

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Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution to renew the grant to the Directors of the Repurchase Mandate. The explanatory statement required by the Listing Rules to be included in this document is set out in the Appendix to this document.

ACTION TO BE TAKEN

Whether or not you intend to attend the forthcoming Annual General Meeting (the “AGM”) of the Company to be held on 15 May 2002, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM. The return of a form of proxy will not preclude you from attending and voting in person if you so wish.

RECOMMENDATION

The Directors believe that the General Mandate and the Repurchase Mandate are in the best interests of the Company and its Shareholders. The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its net assets and/or earnings per Share of the Company and will only be made when the Directors believe that a repurchase of Shares will benefit the Company and the Shareholders.

Accordingly, the Directors recommend that all the Shareholders should vote in favour of the resolutions regarding the grant of the Repurchase Mandate and the General Mandate.

Yours faithfully For and on behalf of the board of directors of GeoMaxima (Hong Kong) Holdings Limited Sun Tian Gang

Deputy Chairman

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EXPLANATORY STATEMENT

APPENDIX

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information in relation to the Repurchase Mandate for your consideration.

1. REASON FOR SECURITIES REPURCHASE

In repurchasing securities, a company may only apply funds legally available for such purpose in accordance with its constitutional documents and the laws of the jurisdiction in which the company was incorporated.

The Directors believe that it is in the best interests of the Company and the Shareholders to have the Repurchase Mandate granted to the Directors. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

The exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital or gearing position of the Company as compared with that disclosed in its most recent published audited accounts as at 31 December, 2001. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

2. SHARE CAPITAL

As at 12 April 2002 (the “Latest Practicable Date”), the issued share capital of the Company comprised 2,987,500,000 Shares. The Company has 548,000,000 outstanding non-listed warrants entitling each holder thereof to subscribe one new Share at a subscription price of HK$0.38 per Share at any time for a period of 12 months from 19 November 2001.

Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Shares are issued or repurchased by the Company prior to the AGM, the exercise of the Repurchase Mandate in full would result in up to 298,750,000 Shares repurchased by the Company during the period prior to the next annual general meeting of the Company following the passing of the resolution referred to herein or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

3. FUNDING OF REPURCHASE

In repurchasing securities, the Company would only apply its available cash flow or working capital facilities which will be funds legally available for such purpose in accordance with its memorandum of association and bye-laws and the applicable laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the profits that would otherwise be available for dividend or the proceeds of a fresh issue of shares made for the purpose.

The Directors do not propose to exercise the repurchase mandate to such extent as would, in the circumstances, have a material adverse effect on the marketing capital of the Company or the gearing level (as compared with the position disclosed in its most recent published audited accounts) which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX

4. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2001
April	0.370*	0.280*
May	0.420	0.295
June	0.495	0.300
July	0.445	0.310
August	0.380	0.300
September	0.345	0.270
October	0.430	0.280
November	0.980	0.400
December	1.130	0.880
2002
January	1.170	1.000
February	1.340	1.140
March	1.340	1.160
April (up to the Latest Practicable Date)	1.280	1.180

• adjusted for the effect of the share subdivision

5. SHARES REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries had during the past six months purchased, sold or redeemed any of the Shares of the Company.

6. GENERAL

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

If as a result of a securities repurchase by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”). As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with the Takeovers Code. The Directors are not aware of any consequences which may arise under the Takeovers Code if the Repurchase Mandate in exercised in full.

As at the Latest Practicable Date, China GeoMaxima Co., Ltd. was beneficially interested in 1,662,795,650 Shares representing approximately 55.66% of the issued share capital. In the event that the Directors exercise the Repurchase Mandate in full in accordance with the terms of the ordinary resolution to be proposed at the AGM, the interests of the substantial Shareholder and the Directors, together with their respective associates, in the Company would be increased to approximately 61.84% of the issued share capital, which will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares or other securities to the Company or its subsidiaries.

No connected person of the Company (as defined in the Listing Rules) has notified the Company that he has a present intention to sell any securities to the Company nor has any such connected person undertaken not to sell any of the securities held by him to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

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