Infinity Logistics and Transport Ventures Limited — Proxy Solicitation & Information Statement 2000

Dec 7, 2000

UDL Holdings Limited

(incorporated in Bermuda with limited liability)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Rm 307, 3rd Floor, Hong Kong International Trade & Exhibition Centre, No. 1 Trademart Drive, Kowloon Bay, Hong Kong on 29th December 2000, Friday at 10:00 a.m. for the following purposes:-

1. To receive and consider the Audited Consolidated Financial Statements and Reports of the Directors and the Auditors for the year ended 31st March, 1999 and the sixteen month period ended 31st July 2000.

2. To re-elect Directors and authorise the Board to fix Directors' remuneration.

3. To consider as Special Business and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:-

"THAT

(a) the exercise by the Directors during the Relevant Period of all the powers of the Company to appoint Auditors and to fix their remuneration be and is hereby generally and unconditionally approved; and

(b) for the purpose of this Resolution, "Relevant Period" means the period from passing of this Resolution until whichever is the earlier of:

(i) the conclusion of the next Annual General Meeting of the Company;

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

(iii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-Laws of Company or any applicable laws to be held."

1. To consider as Special Business and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:-

"THAT

(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period of all the powers of the Company to purchase shares of HK$0.10 each in the capital of the Company be and is hereby generally and unconditionally approved;

(b) the total nominal amount of the shares to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total 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 revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and

(iii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held."

1. To consider as Special Business and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution :

"THAT:-

(a) subject to paragraph (c) 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 may require the exercise of such power be and is hereby generally and unconditionally approved;

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

(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue; (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; or (iii) 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; or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-Laws of the Company, shall not exceed 20% of the total 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

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

(iii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; and

"Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company to holders of shares on the register on a fixed record date in proportion to their holdings of such shares, subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or of the requirements of any recognised regulatory body or any stock exchange."

1. To consider as Special Business and, if thought, fit, pass with or without amendments, the following resolution as an Ordinary Resolution:-

"THAT conditional upon resolution number 4 and 5 set out in the notice convening this meeting above being duly passed, the general mandate granted to the Directors of the Company to exercise the powers of the Company to issue, allot and dispose of shares pursuant to Resolution 5 above be and is hereby extended by the addition to the total nominal amount of share capital and any shares which may be issued, allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate an amount representing the total nominal amount of shares in the capital of the Company which has been purchased by the Company since the granting of such general mandate pursuant to Resolution 4 above, provided that such amount shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of this Resolution."

1. Any other business.

By Order of the Board

Peter Yuen Wai Kuen

Company Secretary

Hong Kong, 7th December 2000

Notes:

1. A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, in the event of poll, vote on his behalf. A proxy needs to be a Member of the Company.

2. In order to be valid, the form of proxy must be deposited at the Company's Registrar in Hong Kong, Tengis Limited at 4/F., Hutchison House, 10 Harcourt Road, Central, Hong Kong together with a power of attorney or other attorney, if any, under which it is signed or a notarially certified copy of that power of attorney, not less than 48 hours before the time for holding the Meeting.

3. An explanatory statement containing further details as regarding Resolutions 4 to 6 above will be sent together with the Annual Report.

4. The incumbent Auditors have recently indicated that they will not offer themselves for re-appointment at the forthcoming Annual General Meeting held on 29th December 2000, and in view of the notice by the incumbent Auditors, the Board is unable to nominate a replacement prior to the despatch of notice convening the meeting. The Board therefore seeks a general mandate from the shareholders to appoint auditors to hold office until the close of the next annual general meeting and to fix their remuneration.

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