Hybrid Kinetic Group Limited — Proxy Solicitation & Information Statement 2005

Jun 28, 2005

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(Incorporated in Bermuda with limited liability) (Stock Code: 1188)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Compass Pacific Holdings Limited (the “Company”) will be held at Suites 612-617, 6th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Monday, 18 July 2005 at 9:30 a.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing (with or without amendments) the following as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

RESOLUTION 1

“ THAT

• a. the subscription agreement dated 11 March 2005 between American Compass, Inc. as subscriber and American Phoenix Group, Inc. as supplemented by an extension letter dated 12 May 2005 (“1st Acquisition Agreement”) relating to, inter alia, the subscription of shares in the share capital of American Phoenix Group, Inc. and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• b. any one director of the Company be and is hereby authorized to sign, seal, execute, perfect and deliver any documents and to do all such acts, matters and things as he may in his discretion consider necessary or expedient or desirable in connection with and for the purposes of implementing, completing and giving effect to the 1st Acquisition Agreement and the transactions contemplated thereunder.”

RESOLUTION 2

“ THAT

• a. the 39 sets of sale and purchase agreement all dated 11 March 2005 between 37 individuals and two limited liability companies as vendors and American Compass, Inc. as purchaser as supplemented by their respective extension letters all dated 12 May 2005 (“2nd Acquisition Agreements”) relating to, inter alia, the sale and purchase of shares in the existing issued share capital of American Phoenix Group, Inc. and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

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• b. any one director of the Company be and is hereby authorized to sign, seal, execute, perfect and deliver any documents and to do all such acts, matters and things as he may in his discretion consider necessary or expedient or desirable in connection with and for the purposes of implementing, completing and giving effect to the 2nd Acquisition Agreements and the transactions contemplated thereunder including, without limitation, the allotment and issue of such number of new shares of the Company to the vendors thereof in accordance with the terms of the 2nd Acquisition Agreements.”

By Order of the Board COMPASS PACIFIC HOLDINGS LIMITED Law Wing Tak Jack Director

Hong Kong, 28 June 2005

Registered Office Principal Place of Business in Hong Kong Canon’s Court Suites 612-617, 6th Floor 22 Victoria Street Hutchison House Hamilton HM 12 10 Harcourt Road, Central Bermuda Hong Kong

Notes:

1. Any shareholder of the Company entitled to attend and vote at the special general meeting is entitled to appoint one or more proxies to attend and, in the event of a poll, to vote in his stead. A proxy need not be a shareholder of the Company.

2. In order for it to be valid, the form of proxy, accompanied by a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be completed and returned in accordance with the instructions printed thereon.

As at the date of this announcement, the Board comprises six executive Directors, namely, Mr. Yung Yeung (Chairman), Mr. Chunhua Huang (Deputy Chairman), Mr. Jun Li (Chief Executive Officer), Mr. Yuwen Sun, Mr. Wing Tak Law, Jack (Chief Financial Officer and Company Secretary), Mrs. Chizuko Kubo and three independent non-executive Directors, namely, Mr. Jian Wang, Mr. Bangjie He and Mr. Ho Yip Lee.

• For identification purpose only

Please also refer to the published version of this announcement in The Standard.

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