Jinmao Property Services Co., Limited — Proxy Solicitation & Information Statement 2000

Apr 28, 2000

LAM SOON (HONG KONG) LIMITED

(Incorporated in Hong Kong with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Lam Soon (Hong Kong) Limited (the "Company") will be held at 3/F., Lam Soon Building, 21 Dai Fu Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong on Friday, 26th May, 2000 at 11:00 a.m. for the following purposes:

1. to receive and consider the audited financial statements and reports of the directors and auditors for the year ended 31st December, 1999;

2. to re-elect directors;

3. to authorise the board of directors to fix directors' fees; and

4. to re-appoint auditors and to authorise the board of directors to fix their remuneration.

As special business, to consider and, if thought fit, to pass with or without modification the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. "THAT:

(a) subject to paragraph (c) of this Resolution, the exercise by the Directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company ("Shares") and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and it is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are convertible into Shares) which would or 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) and issued by the Directors pursuant to the approval given in paragraph (a) of this Resolution, otherwise than pursuant to:

Company; or

(i) a Rights Issue (as hereinafter defined);

(ii) an issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

1. any scrip dividend scheme or similar arrangements implemented in accordance with the Memorandum and Articles of Association of the Company; or
2. an issue of Shares under the Company's share option scheme or any similar arrangements for the time being in force for the grant or issue to the employees or directors of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares;

shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution; and

(d) for the purposes of this Resolution:

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

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

(ii) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held;

(iii) the revocation or variation of the authority given under 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 Directors to the holders of Shares whose names appear on the Register of Members of the Company 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 or 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)."

1. "THAT:

(a) subject to paragraph (b) of this Resolution, the exercise by the Directors of the Company (the "Directors") during the Relevant Period (as defined in resolution no. 5 set out in the Notice of the Meeting at which this Resolution is proposed) of all the powers of the Company to repurchase shares in the capital of the Company ("Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, and in accordance with the provisions of, and in the manner specified in, the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange be and the same is hereby generally and unconditionally approved; and

(b) the aggregate nominal amount of the Shares to be repurchased or agreed conditionally or unconditionally by the Directors pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution."

1. "THAT subject to the passing of the resolutions nos. 5 and 6 set out in the Notice of this Meeting, the general mandate granted to the Directors of the Company to allot and deal with additional shares pursuant to resolution no. 5 set out in the Notice of this Meeting be and it is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to resolution no. 6 set out in the Notice of this Meeting, provided that such amount of shares so repurchased shall not exceed then 10 per cent. of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution."

2. "THAT, conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited approving the rules of the share option scheme (a copy of which is produced to the meeting marked "A" and signed by the Chairman of this meeting for the purpose of identification) (the "New Scheme") and any options which may be granted thereunder and granting or agreeing to grant the listing of, and permission to deal in, the shares of HK$1.00 each in the capital of the Company (the "shares") which may fall to be issued pursuant to the New Scheme, the New Scheme be and is hereby approved and adopted by the Company and that the directors of the Company be and are hereby authorised to allot and issue shares pursuant to the exercise of any options which may fall to be granted under the New Scheme and that the existing share option scheme be and is hereby terminated."

By Order of the Board

Ho King Cheung Cheng Man Ying

Joint Company Secretaries

Hong Kong, 26th April, 2000

NOTES:

(1) Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote in his or her stead. A proxy need not be a member of the Company.

(2) To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority, must be deposited at the registered office of the Company at 21 Dai Fu Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

(3) The register of members of the Company will be closed from Monday, 22nd May, 2000 to Friday, 26th May, 2000, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending the Annual General Meeting, all transfers documents accompanied by the relevant share certificates must be lodged for registration with the Company's Registrar, Hongkong Managers and Secretaries Limited, 26th Floor, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong, not later than 4:00 p.m. on Friday, 19th May, 2000.

(4) An explanatory statement in relation to resolutions nos. 5 to 7 will be despatched to members together with the Company's 1999 Annual Report.

Please also refer to the publish version of this announcement in the Hong Kong Standard and Sing Tao Daily.