Vision Values Holdings Ltd. — AGM Information 2000

May 26, 2000

WAH YIK HOLDINGS COMPANY LIMITED

(Incorporated in the Cayman Islands with limited liability)

*

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Wah Yik Holdings Company Limited will be held at Conference Room, 8th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Wednesday, 28 June 2000 at 3:30 p.m. for the following purposes:

1. To receive and consider the audited financial statements for the year ended 31 December 1999 and the reports of the Directors and Auditors thereon.

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

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

4. To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution:

”THAT

(a) subject to paragraph (b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.01 each in the issued share capital of the Company (“Shares” and warrants issued by the Company each entitling the holder thereof to subscribe for one new Share at subscription price of HK$0.195 (subject to adjustment) at any time up to 30 November 2000 (“Warrants” on The Stock Exchange of Hong Kong Limited (“Stock Exchange” or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (“Recognised stock exchange”, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other Recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved in substitution for, and to the exclusion of any existing authority previously granted;

(b) the aggregate nominal amount of the securities of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution shall:

(i) in the case of Shares, not exceed 10 % of the Shares in issue as at the date of the passing of this resolution; and

(ii) in the case of Warrants, not exceed 10 % of the Warrants outstanding as at the date of the passing of this resolution;

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

(c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest 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 laws of the Cayman Islands or the Articles of Association of the Company to be held; or

(iii) the date upon which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.-

1. To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution:-

”THAT:

(a) subject to paragraph (c) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares of HK$0.01 each in the capital of the Company and to make or grant offers, agreements or options (including warrants, bonds and debentures convertible into Shares of the Company) which would or might require the exercise of such powers subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved in substitution for and to the exclusion of any existing authority previously granted;

(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 or options (including warrants, bonds and debentures convertible into Shares of the Company) which would or might require the exercise of such powers 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, and issued by the Directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) any issue of Shares in the Company 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 of its subsidiaries of Shares or rights to subscribe for Shares in the Company; (iii) any issue of Shares in the Company as scrip dividend or any similar arrangement providing for the allotment of Shares in the Company in lieu of the whole or part of a dividend pursuant to the Articles of Association of the Company 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 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing 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 earliest 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 laws of the Cayman Islands or the Articles of Association of the Company to be held; or

(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.-

”Rights Issue” means an offer of Shares of the Company open for a period fixed by the Directors of the Company to the holders of Shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date, 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 territory applicable to the Company.-

1. To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution:-

”THAT conditional upon Ordinary Resolutions numbered 4 and 5 set out in the notice convening this annual general meeting of the Company dated 25 May 2000 (the “Notice” being duly passed, the general mandate granted to the Directors of the Company pursuant to Ordinary Resolution numbered 5 set out in 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 numbered 4 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 the passing of this resolution.-

By Order of the Board

Hung Fan Wai, Wilfred

Company Secretary

Hong Kong, 25 May 2000

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company. A member may appoint a proxy in respect of part only of his holding of Shares in the Company. Completion and return of an instrument appointing a proxy will not preclude a member from attending and voting in person at the Meeting.

2. In order to be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority shall be deposited with the Company’s branch registrars, Abacus Share Registrars Limited at Room 2401, Prince’s Building, Central, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (or any adjourned meeting).

3. With respect to resolutions numbered 4 and 5 above, the Directors of the Company wish to state that they have no immediate intention of exercising the repurchase mandate to repurchase the Company’s securities and the general mandate to allot Shares in the capital of the Company.

* For identification only