Huscoke Holdings Limited — Proxy Solicitation & Information Statement 2001

May 2, 2001

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FRANKIE DOMINION INTERNATIONAL LIMITED

(incorporated in Bermuda with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Frankie Dominion International Limited will be held at the Ballroom, 2nd Floor, The Aberdeen Marina Club, 8 Shum Wan Road, Aberdeen, Hong Kong on Friday, 1st June, 2001, at 10:00 a.m. for the following purposes:

(1) To receive and consider the audited financial statements together with the reports of the Directors and Auditors for the year ended 31st December, 2000;

(2) To declare a Final Dividend for the year ended 31st December, 2000;

(3) To re-elect Directors of the Company and to fix their remuneration;

(4) To re-appoint the auditors of the Company and to authorise the Directors to fix their remuneration; and

(5) As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

(i) "THAT

(a) the exercise by the Directors during the Relevant Period of all powers of the Company to purchase shares in the capital of the Company be and is hereby generally and unconditionally approved;

(b) the respective aggregate amounts of shares which may be purchased on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange pursuant to paragraph (a) of this Resolution during the Relevant Period shall be no more than 10 per cent. of the aggregate nominal amount of the issued share capital at the date of passing of this Resolution;

(c) for the purpose of this Resolution:

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

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

(B) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

(C) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting."

(ii) "THAT

(a) subject to the limitation mentioned in paragraph (e) of this Resolution, the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, which might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (A) a Rights Issue, (B) the exercise of options granted under any share option scheme adopted by the Company from time to time and (C) any scrip dividend or similar scheme, shall not exceed the aggregate of (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution plus (ii) (if the Directors are so authorised by separate ordinary resolution of the Company) the nominal amount of share capital repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution) and the said approval shall be limited accordingly; and

(d) for the purpose of this Resolution:

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

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

(B) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

(C) the revocation or variation of the authority given by this Resolution by ordinary resolution of the shareholders of the Company in general meeting; and

"Rights Issue" means an offer of shares open for a period fixed by the Company or by the Directors to holders of shares on the register 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 having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong)"

(iii) "THAT the Directors of the Company be and they are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of the Resolution set out as Resolution 5(ii) in the Notice of this Meeting in respect of the share capital of the Company referred to in sub-paragraph (ii) of paragraph (c) of such Resolution."

(iv) "THAT the Share Option Scheme, a copy of the terms of which has been produced to this Meeting marked "A" and initialled by the Chairman for the purpose of identification, be and is hereby approved and that the Directors of the Company be and are hereby authorised to offer and grant options under the said Share Option Scheme and allot and issue shares of the Company in accordance with the terms thereof.

By Order of the Board

Cheung Chiu Fan

Company Secretary

Hong Kong, 28th April, 2001

Registered Office

Cedar House

41 Cedar Avenue

Hamilton HM12

Bermuda

Principal Office in Hong Kong

1st Floor, Yally Industrial Building

6 Yip Fat Street

Wong Chuk Hang

Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice may appoint one or more proxies to attend the meeting and vote on a poll instead of him. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of authority (if any) under which it is signed or a notarially certified copy of such power of authority must be deposited at the Principal Office of the Company in Hong Kong at 1st Floor, Yally Industrial Building, 6 Yip Fat Street, Wong Chuk Hang, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting.

3. The register of members is closed from 21st May, 2001 to 25th May, 2001, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates have to be lodged with the Company's branch registrars in Hong Kong, Secretaries Limited, 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 4:00 p.m. on 18th May, 2001.

"Please also refer to the published version of this announcement in the Hong Kong i-mail"