Mei Ah Entertainment Group Limited — Proxy Solicitation & Information Statement 2000

Aug 28, 2000

(Incorporated in Hong Kong with limited liability)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Coral Room 2, 3rd Floor, Furama Hotel Hong Kong, 1 Connaught Road Central, Hong Kong on Thursday, 21st September, 2000 at 11:00 a.m. for the following purposes:

1. To receive and consider the Financial Statements and the Reports of the Directors and Auditors for the year ended 31st March, 2000.

2. To elect Directors and to authorise the Directors to fix their remuneration.

3. To appoint Auditors for the ensuing year and to authorise the Directors to fix their remuneration.

4. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions:

(A) "THAT

(a) subject to paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to repurchase shares of HK$0.25 each in the capital of the Company and warrants issued by the Company, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of shares of the Company which are authorised to be repurchased by the Company pursuant to the approval in paragraph (a) shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Ordinary Resolution, and the said approval shall be limited accordingly;

(c) the aggregate amount of subscription rights attaching to the warrants which are authorised to be repurchased by the Company pursuant to the approval in paragraph (a) shall not exceed 10% of the aggregate amount of subscription rights attaching to the warrants of the Company outstanding at the date of passing this Ordinary Resolution, and the said approval shall be limited accordingly; and

(d) for the purpose of this Ordinary Resolution, "Relevant Period" means the period from the passing of this Ordinary Resolution until whichever is the earlier 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 is required by any applicable laws or the Company's Memorandum and Articles of Association to be held; and

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

(B) "THAT the exercise by the Directors during the Relevant Period (as defined in Ordinary Resolution 4(A) as set out in the notice convening this Meeting) 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, including warrants to subscribe for shares, which would or might require shares to be allotted, issued or dealt with, whether during or after the end of the Relevant Period be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to: (a) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of 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 applicable to the Company); or (b) any scrip dividend or similar arrangement providing for the allotment of securities in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company; or (c) the exercise of subscription rights attaching to warrants and share options under any option scheme; or (d) a specific authority granted by the shareholders of the Company in general meeting, the additional shares allotted, issued or dealt with (including shares agreed conditionally or unconditionally to be allotted, issued or dealt with, whether pursuant to an option or otherwise) shall not in aggregate exceed 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Ordinary Resolution and the said approval shall be limited accordingly."

(C) "THAT the general mandate granted to the Directors under Ordinary Resolution 4(B) as set out in the notice convening this Meeting be and is hereby extended by the addition of an amount representing the aggregate nominal amount of shares repurchased by the Company pursuant to the general mandate approved in Ordinary Resolution 4(A) as set out in the notice convening this Meeting."

By Order of the Board

Peter Chi-Chung Luk

Company Secretary

Hong Kong SAR, 25th August, 2000

Notes:

1. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.

2. The form of proxy must be deposited at the registered office of the Company at 18th Floor, Hang Seng Building, 77 Des Voeux Road Central, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.

3. An explanatory statement containing further details as regarding Ordinary Resolution 4(A) above will be sent to shareholders together with the 1999/2000 Annual Report.