Oriental Explorer Holdings Limited — Proxy Solicitation & Information Statement 2000

Jul 25, 2000

QPL INTERNATIONAL 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 Kublai Khan Room, 4th Floor, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Central, Hong Kong at 4:00 p.m. on Monday, 4th September, 2000 for the following purposes:-

1. To receive and consider the report of the directors and financial statements for the year ended 30th April, 2000 and the auditors' report thereon.

2. To appoint auditors for the year ending 30th April, 2001 and to authorise the Board to fix their remuneration.

3. To authorise the Board of Directors to fix the director's remuneration for the period until the conclusion of the next annual general meeting.

4. By way of special business to consider and if thought fit, pass with or without amendments, the following resolutions, the first of which will be proposed as Ordinary Resolutions:-

(A) "That:-

(i) subject to paragraph (iii), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot or issue additional shares in the share capital of the Company ("Shares") 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;

(ii) the approval in paragraph (i) 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 after the end of the Relevant Period;

(iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted, whether pursuant to an option or otherwise, by the directors of the Company pursuant to the approval in paragraph (i), otherwise than pursuant to:-

• a Rights Issue (as hereinafter defined); or

• an issue of Shares upon the exercise of subscription rights under 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 subsidiaries of Shares or rights to acquire Shares;

shall not exceed 20 per cent. of the aggregate nominal amount of the existing share capital of the Company in issue as at the date hereof and the said approval shall be limited accordingly; and

(iv) for the purpose of this resolution:-

"Relevant Period" means the period from the passing of the resolution until whichever is the earlier of:-

• the conclusion of the next annual general meeting of the Company; and

• the expiration of the period within which the next annual general meeting of the Company is required by law or the Company's Bye-laws to be held; and

• the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares open for a period fixed by the directors of the Company to holders of ordinary shares 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 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, or the requirements of, any recognised regulatory body or any stock exchange in any relevant jurisdiction."

(B) "That:-

(i) the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase its own ordinary shares, subject to and in accordance with all applicable laws be and is hereby generally and unconditionally approved;

(ii) the aggregate nominal amount of ordinary shares of the Company purchased by the Company pursuant to paragraph (i) during the Relevant Period, shall be no more than 10 per cent. of the aggregate nominal amount of the existing issued share capital of the Company as at the date hereof and the authority pursuant to paragraph (i) shall be limited accordingly;

(iii) for the purpose of this resolution, "Relevant Period" means the period from the date of passing of this resolution until whichever is the earlier of:-

• the conclusion of the next annual general meeting of the Company;

• the expiration of the period within which the next annual general meeting of the Company is required by law or the Company's Bye-laws to be held; and

• the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

(C) "That conditional upon the resolutions set out in paragraphs 4(A) and 4(B) contained in the notice convening the meeting of which this resolution forms part (the "Notice") being passed, the aggregate nominal amount of the share capital of the Company purchased by the Company after the date of passing this resolution (up to a maximum of 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution) shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the resolution set out in paragraph 4(A) contained in the Notice."

1. To transact any other ordinary business of the Company.

By order of the Board of

QPL International Holdings Limited

Kwan Kit Tong

Company Secretary

Hong Kong, 24th July, 2000

Hong Kong principal place of business:

2nd Floor, QPL Industrial Building

138 Texaco Road

Tsuen Wan, New Territories

Hong Kong

Notes:-

(i) A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend the Meeting and at any adjournment thereof and vote in his stead. A proxy need not be a member of the Company.

(ii) The form of proxy must be lodged at the principal office of the Company not less than 48 hours before the time appointed for the meeting. Completion and return of the form of proxy will not preclude a member from attending and voting in person.