STAR SHINE HOLDINGS GROUP LIMITED — Proxy Solicitation & Information Statement 2001

Apr 25, 2001

EC-FOUNDER (HOLDINGS) COMPANY LIMITED

方 正 數 碼 （ 控 股 ） 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Formerly known as Management Investment & Technology (Holdings) Limited)

Web sites : www.ecfounder.com www.irasia.com/listco/hk/ecfounder

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of EC-Founder (Holdings) Company Limited will be held at Unit 1408, 14th Floor, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 31 May 2001 at 10:00 a.m. for the following purposes:-

1. To receive and consider the audited financial statements for the year ended 31 December 2000 and the reports of the Directors and Auditors thereon.

2. To re-elect Directors and authorise the Board of Directors to fix their remuneration.

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

4. As special businesses, to consider and, if thought fit, passing the following resolutions, as Ordinary Resolutions:-

(A) "THAT

(a) Subject to paragraph (b) of this Resolution, the exercise by the Directors of the Company during the relevant period (as defined herein) of all the powers of the Company to purchase shares of HK$0.10 each in the capital of the Company ("Shares"), subject to and in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all applicable laws, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of Shares which may be purchased by the Company pursuant to paragraph (a) of this Resolution shall be no more than 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution; and

(c) for the purpose of this Resolution, "relevant period" means the period from the passing of this 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 of the Company is required by any applicable law or the Company's Bye-laws to be held; and

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

(B) "THAT

(a) subject to paragraph (c) of this Resolution, the exercise by the Directors of the Company during the relevant period (as defined herein) 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, bonds and securities convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this Resolution shall authorise the Directors of the Company during the relevant period to make or grant offers, agreements and options (including warrants, bonds and securities convertible into shares of the Company) which would or might require the exercise of such power after the end of the relevant period;

(c) 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 (a) of this Resolution, otherwise than pursuant to (i) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (ii) the exercise of warrants to subscribe for shares of the Company or the exercise of options granted under any share option scheme adopted by the Company; (iii) an issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company or a bonus issue of shares of the Company in accordance with the Company's Bye-laws; or (iv) any offer of any class of securities of the Company made pro rata (apart from fractional entitlements) by the Company to holders of such class of securities (excluding for that purpose any holder who is resident in a place where such offer is not permitted under the laws of that place), shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of 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 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 of the Company is required by any applicale law or the Company's Bye-laws to be held; and

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

(C) "THAT the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot , issue and deal with shares of the Company pursuant to Ordinary Resolution 4(B) set out in the notice of annual general meeting of the Company of which this Resolution forms part (the "Notice") be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution 4(A) set out in the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this Resolution."

By Order of the Board

Tang Yuk Bo, Yvonne

Secretary

Hong Kong, 24 April 2001

Notes:

(1) Any member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend instead of him. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

(2) To be valid, the instrument appointing a proxy, together with the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of such power or authority) must be deposited at the Company's head office and principal place of business in Hong Kong at Unit 1408, 14th Floor, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, Hong Kong not less than 48 hours before the time for holding the meeting or any adjourned meeting (as the case may be). Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or at any adjourned meeting.

(3) An explanatory statement containing the information necessary to enable the shareholders to make an informed decision as to whether or not to vote for or against Ordinary Resolution No. 4(A) above to approve the general mandate for the repurchase 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 of the Company together with the 2000 annual report.

Please also refer to the published version of this announcement in the i-Mail.