Kingdee International Software Group Company Limited — Proxy Solicitation & Information Statement 2000

May 23, 2000

BEIJING DEVELOPMENT (HONG KONG) LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of the Company will be held at Aberdeen Room, 3rd Floor, JW Marriott Hotel, One Pacific Place, 88 Queensway, Hong Kong on Tuesday, 27 June 2000 at 10:00 a.m. for the following purposes:-

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31 December 1999;

2. To re-elect the retiring Director and authorise the Board of Directors to fix the directors' remuneration;

3. To re-appoint the retiring Auditors and authorise the Board of Directors to fix their remuneration.

4. 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) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company pursuant to Section 57B of the Companies Ordinance 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 of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers at any time during or after the end of the Relevant Period;

(c) the total 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 of the Company pursuant to paragraph (a) above, otherwise than pursuant to a Rights Issue, shall not exceed 20 percent of the total nominal amount of the share capital of the Company in issue 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 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 the Companies Ordinance to be held; and

(iii) the revocation or variation of the authority given under this Resolution by an 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 of the Company to the holders of shares of the Company on the Register of Members on a fixed record date in proportion to their holdings of shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlement or having regard to any restrictions and obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

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) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to purchase shares of HK$1.00 each in the capital of the Company be and is hereby generally and unconditionally approved;

(b) the total nominal amount of the shares which may be purchased pursuant to the approval in paragraph (a) above shall not exceed 10 percent of the total nominal amount of the share capital of the Company in issue at the date of passing 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 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 the Companies Ordinance to be held; and

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

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

"THAT the general mandate granted to the Directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby extended by the addition to the total nominal amount of share capital which may be 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 the exercise by the Directors of the Company of the powers of the Company to purchase such shares, provided that such amount shall not exceed 10 percent of the total nominal amount of the share capital of the Company in issue at the date of passing this Resolution."

By Order of the Board

Wong Kwok Wai, Robin

Company Secretary

Hong Kong, 22 May 2000

Notes:-(i) Any member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.

(ii) Forms of proxy together with the power of attorney or other authority (if any) under which such forms of proxy are signed, or notarially certified copies of such powers of attorney or authority, must be deposited at the Company's Share Registrars, Tengis Limited, at 1601, Hutchison House, 10 Harcourt Road, Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting and any adjourned meeting.

(iii) An Explanatory Statement containing all the information reasonably necessary to enable the members to make an informed decision on whether to vote for or against the ordinary resolution to approve the purchase by the Company of its own shares, as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, will be sent to shareholders shortly together with the 1999 Annual Report.