Snack Empire Holdings Limited — Proxy Solicitation & Information Statement 2005

May 26, 2005

SHANGHAI ZENDAI PROPERTY LIMITED 上海証大房地產有限公司[*]

(Incorporated in the Bermuda with limited liability)

(Stock Code: 755)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Shanghai Zendai Property Limited (the “ Company ”) will be held at Unit 6108, The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 15 June 2005, at 3:00 p.m., to consider and, if thought fit, pass, with or without modification, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the sale and purchase agreement dated 29 April 2005 (the “ Sale and Purchase Agreement ”, a copy of which has been produced to this meeting marked “A” and initialled by the chairman of the meeting for the purpose of identification) entered into between Shanghai Zendai Property Limited (the “ Company ”) as purchaser and Zendai Investment Developments Limited (the “ Vendor ”) as vendor in relation to the sale and purchase of the entire issued share capital of Myway Developments Limited and the performance and implementation of the transactions contemplated thereunder be and are hereby confirmed, approved and ratified;

• (b) the allotment and issue of an aggregate of 288,350,634 shares (the “ Consideration Shares ”) of HK$0.02 each in the capital of the Company to the Vendor (or as it may direct) at HK$0.1734 each, credited as fully paid, pursuant to the Sale and Purchase Agreement be and is hereby approved and that the Consideration Shares, when allotted and issued, shall rank pari passu in all respects with all other shares of HK$0.02 each in the capital of the Company in issue as at the date of allotment and issue of the Consideration Shares; and

• (c) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents as they in their absolute discretion consider necessary or expedient to give effect to the Sale and Purchase Agreement and the implementation of all transactions contemplated thereunder.”

By order of the Board Dai Zhikang Chairman

Hong Kong, 26 May 2005

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Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Principal place of business in Hong Kong: Unit 6108 The Center 99 Queen’s Road Central Hong Kong

Notes:

1. Any member entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and, vote instead of him. 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 that power of attorney or authority must be deposited at the Company’s branch share registrar in Hong Kong, Secretaries Limited at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the meeting or any adjournment(s) thereof.

3. Where there are joint holders of a share of the Company, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he was solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• for identification purpose only

“Please also refer to the published version of this announcement in The Standard”

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