Wanjia Group Holdings Limited — Proxy Solicitation & Information Statement 2002

May 2, 2002

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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MIN XIN HOLDINGS LIMITED 閩信集團有限公司

(Incorporated in Hong Kong with limited liability)

Directors: Ding Shi Da (Chairman) Chen Gui Zong (Vice Chairman) Yang Sheng Ming * Ip Kai Ming

Registered Office: 17/F, Fairmont House 8 Cotton Tree Drive Central Hong Kong

• Robert Tsai To Sze

• Independent non-executive directors

30th April, 2002

To the Shareholders:

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of shareholders of Min Xin Holdings Limited (the “Company”) held on 22nd June, 2001, ordinary resolutions were passed giving general mandates to the directors of the Company (the “Directors”) (i) to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) of up to 10% of the issued share capital as at 22nd June, 2001; and (ii) to allot, issue and otherwise deal with shares of up to 20% of the shares of the Company in issue at 22nd June, 2001, plus the nominal amount of any shares repurchased by the Company.

Under the provisions of the Companies Ordinance and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), these general mandates will lapse at the conclusion of the annual general meeting for 2002, unless renewed at that meeting. In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to make repurchases or issue any additional shares of the Company, resolutions will be proposed to renew these mandates at the forthcoming annual general meeting of the Company. The explanatory statement required by the Listing Rules to be sent to shareholders in connection with the proposed repurchase mandate is set out in the Appendix to this circular.

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Notice of the annual general meeting to be held on 3rd June, 2002 is set out in this circular. A form of proxy for use at the annual general meeting is enclosed. Whether or not you intend to be present at the annual general meeting, you are requested to complete the form of proxy and return it to the Company’s registered office in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding that meeting. The lodging of a form of proxy will not preclude shareholders from attending and voting at the annual general meeting if they so wish.

The Directors consider that the general mandates are in the interests of the Company and its shareholders and accordingly recommend that all shareholders vote in favour of the relevant resolutions at the forthcoming annual general meeting.

Yours faithfully, Ding Shi Da Chairman

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APPENDIX

The following is the explanatory statement required to be sent to shareholders under the Listing Rules in connection with the proposed general mandate for repurchase of shares and also constitutes the Memorandum required under section 49BA of the Companies Ordinance:

• (I) At the forthcoming annual general meeting a resolution will be proposed that the Directors be given a general mandate to exercise all powers of the Company to repurchase on the Stock Exchange fully paid-up ordinary shares of HK$1.00 each in the capital of the Company representing up to a maximum of 10% of the share capital of the Company in issue on the date the resolution is passed (“the Repurchase Mandate”). Based on the 459,428,656 ordinary shares of HK$1.00 each in the capital of the Company (“Shares”) in issue as at 24th April, 2002 (the latest practicable date prior to the printing of this circular), and on the basis that no further Shares will be issued or repurchased prior to the annual general meeting, the Company will be allowed under the general mandate to repurchase a maximum of 45,942,865 Shares.

• (II) Although the Directors have no present intention of repurchasing any Shares, they believe that the flexibility afforded by the Repurchase Mandate will be beneficial to the Company and its shareholders in enabling Directors to protect and enhance the value of the shareholders’ investment in the Company. Trading conditions on the Stock Exchange have sometimes been volatile in recent years and if there are occasions in the future when depressed market conditions arise and Shares of the Company are trading at a discount to their underlying value, the ability of the Company to repurchase its own Shares will be beneficial to those shareholders who retain their investment in the Company since their percentage interests in the assets of the Company will increase in proportion to the number of Shares repurchased by the Company.

• (III) A company must not repurchase its own shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association and the Companies Ordinance. The Directors propose that repurchases of Shares under the Repurchase Mandate will be financed from distributable profits of the Company or proceeds of a fresh issue of shares made for the purpose.

• (IV) There may be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts) in the event that the proposed repurchases of Shares are to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as will, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

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• (V) There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any associates of the Directors who have a present intention, in the event that the Repurchase Mandate is granted by shareholders, to sell Shares to the Company.

• (VI) The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the Companies Ordinance.

• (VII)The Company has been notified of holdings of Shares by Samba Limited (“Samba”), Papilio Inc. (“Papilio”) and Vigour Fine Company Limited (“Vigour Fine”), which in aggregate amounted to 47.23 per cent. of the issued share capital of the Company, as at the date of this circular. Assuming none of the Shares held by Samba, Papilio and Vigour Fine are disposed of, and the issued share capital of the Company remains the same, exercise of the Repurchase Mandate in full would increase the proportionate interest in the Company of Samba, Papilio and Vigour Fine by about 5.25% to 52.48% and they may become obliged under Rule 32 of the Takeover Code to make a mandatory offer. Subject to market conditions, the Directors do not presently envisage exercising the Repurchase Mandate to such extent as would trigger an offer obligation by Samba, Papilio and Vigour Fine.

• (VIII)No purchases have been made by the Company of its Shares in the six months prior to 24th April, 2002 (the latest practicable date prior to the printing of this circular).

• (IX) No connected persons of the Company (as defined in the Listing Rules) have notified it of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any such Shares to the Company in the event that the Repurchase Mandate is granted by shareholders.

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• (X) The highest and lowest traded prices for the Shares recorded on the Stock Exchange during the previous twelve months were as follows:

Month	Highest	Lowest
	HK$	HK$
2001
April	0.860	0.650
May	0.970	0.710
June	1.240	0.870
July	0.940	0.630
August	0.870	0.680
September	0.840	0.730
October	0.900	0.770
November	0.960	0.820
December	0.890	0.700
2002
January	0.860	0.680
February	0.810	0.680
March	0.830	0.680

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MIN XIN HOLDINGS LIMITED 閩信集團有限公司

(Incorporated in Hong Kong with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Min Xin Holdings Limited (the “Company”) will be held at Chater Room II, The Ritz-Carlton, 3 Connaught Road Central, Hong Kong on Monday, 3rd June, 2002 at 3:30 p.m. for the following purposes:

As Ordinary Business:

1. To receive and consider the audited Financial Statements and the Reports of the Directors and the Auditors for the year ended 31st December, 2001.

2. To re-elect retiring Directors and to fix the Directors’ fees.

3. To appoint Auditors and to authorise the Directors to fix their remuneration.

As Special Business:

1. To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

(A) “ THAT:

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of share capital of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the ordinary share capital of the Company in issue on the date of this Resolution and the said approval shall be limited accordingly; and

• (c) for the purposes 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;

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• (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Companies Ordinance to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.”

(B) “ THAT:

• (a) subject to paragraph (c) below and pursuant to Section 57B of the Companies Ordinance, 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 additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) 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 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 approvals in paragraphs (a) and (b) above, otherwise than pursuant to (i) a rights issue (as hereinafter defined); or (ii) any scrip dividend scheme or similar arrangements providing for the allotment of the shares of the Company in lieu of the whole or a part of a dividend of such shares, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes 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 the Companies Ordinance to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.

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“rights issue” means an offer of the shares, or offer or issue of warrants or options to subscribe for shares, open for a period fixed by the Directors of the Company to holders of shares, or any class of shares, 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 entitlement 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 outside Hong Kong).”

• (C) “ THAT the unconditional general mandate granted to the Directors to allot shares referred to in Resolution No.4 (B) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed to be allotted by the Directors of the Company pursuant to such unconditional general mandate of an amount representing the aggregate nominal amount of the shares repurchased by the Company under the authority granted pursuant to Resolution No.4(A) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the issued ordinary share capital of the Company at the date of this Resolution.”

By Order of the Board Connie Y.M. Chan Company Secretary

Hong Kong, 30th April, 2002

Notes:

• (1) A member entitled to attend and vote at the meeting is entitled to appoint one or two proxies to attend and, on a poll, to vote instead of him. A proxy need not be a member of the Company. Proxies in prescribed form must be deposited at the registered office of the Company not less than 48 hours before the time fixed for the holding of the meeting or any adjourned meeting.

• (2) The register of members will be closed from 28th May, 2002 to 3rd June, 2002, both days inclusive, during which period no share transfers will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company’s share registrars, Standard Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 4:00 p.m. on 27th May, 2002.

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