Puxing Energy Limited — Proxy Solicitation & Information Statement 2000

Oct 24, 2000

SUNWAY INTERNATIONAL HOLDINGS LIMITED

新威國際控股有限公司*

(incorporated in Bermuda with limited liability)

SPECIAL GENERAL MEETING

The directors of the Company announce that for the purpose of convening a special general meeting of the Company, the notice of which is set out below, each of the principal and branch registers of members of the Company maintained in Bermuda and Hong Kong respectively will be closed from 7 November 2000 to 10 November 2000, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for exercising the voting rights of shareholders, all properly completed transfer forms must be lodged with the Company's Hong Kong branch share registrars at the address set out in note no. 2 below for registration no later than 4:00 p.m., on 7 November 2000.

A circular containing further details concerning the resolutions proposed to be considered and, if thought fit, approved by members of the Company at the above special general meeting has been or will be sent to members together with a form of proxy on 24 October 2000.

By Order of the Board of Directors

Sunway International Holdings Limited

Wong Choi Kam

Chairman

Hong Kong, 24 October 2000

* for identification purpose only

NOTICE IS HEREBY GIVEN that a special general meeting of Sunway International Holdings Limited (the "Company") will be held at the offices of Chiu & Partners, 41st Floor, Jardine House, 1 Connaught Place, Hong Kong on Friday, 10 November 2000 at 10:00 a.m. to consider and, if thought fit, approve each of the following as ordinary resolutions:

1. "THAT:

1. subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
2. 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 after the end of the Relevant Period;
3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any option under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the Bye-laws of the Company in force from time to time; or (iv) any issue of shares in the Company 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 of the Company, shall not exceed the aggregate of:
4. 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this Resolution; and
5. (if the Directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company pursuant to the repurchase mandate granted to the Directors by the shareholders of the Company in the annual general meeting held on 28 March 2000 (the "Annual General Meeting") subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the Annual General Meeting),

and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly;

1. the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares as approved by the shareholders of the Company at the Annual General Meeting to the extent not already exercised be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this Resolution); and
2. for the purposes of this Resolution:

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

• 1. 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 the bye-laws of the Company, the Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held; or

(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this Resolution;

"Rights Issue" means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors of the Company to holders of shares in the Company on the register on a fixed record date in proportion to their then holdings of shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."

• 1. "THAT conditional upon the passing of Resolution no.1 above, the Directors of the Company be and they are hereby authorised to exercise the authority referred to in paragraph (a) of such Resolution no.1 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such Resolution no.1."

By Order of the Board of Directors

Sunway International Holdings Limited

Wong Choi Kam

Chairman

Hong Kong, 24 October 2000

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, a form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company's Hong Kong branch share registrars, Tengis Limited, at 4th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong not later than 48 hours before the time of the meeting or adjourned meeting. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish.

3. Each of the principal and branch registers of members of the Company maintained in Bermuda and Hong Kong respectively will be closed from 7 November 2000 to 10 November 2000, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for exercising the voting rights of shareholders, all properly completed transfer forms must be lodged with the Company's Hong Kong branch share registrars at the address set out in note no. 2 above for registration no later than 4:00 p.m., on 7 November 2000.
4. In relation to the proposed resolutions nos. 1 and 2 above, approval is being sought from the shareholders for the grant to the directors of the Company of a general mandate to authorise the allotment and issue of shares under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). For further details, please refer to the circular referred to in Note 5 below.
5. A circular containing further details concerning the proposed resolutions above has been or will be sent to members together with a form of proxy on 24 October 2000.

* For identification purpose only

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