Wanjia Group Holdings Limited — Proxy Solicitation & Information Statement 2004

Sep 1, 2004

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MIN XIN HOLDINGS LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 0222)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Min Xin Holdings Limited (the “Company”) will be held at Taishan Room, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 17 September 2004 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT the Agreement (as defined in the circular of the Company dated 1 September 2004 despatched to the shareholders of the Company), a copy of which is tabled at the EGM and marked “A” and initialed by the chairman of the EGM for identification purpose, and the transaction contemplated under or incidental to the Agreement be and is hereby approved and the directors of the Company be and are hereby authorized to take all steps necessary or expedient in their opinion to implement and/or give effect to the terms of the Agreement.”

By Order of the Board Ding Shi Da Chairman

Hong Kong, 1 September 2004

Registered office:

17th Floor, Fairmont House 8 Cotton Tree Drive Central Hong Kong

Notes:

1. Any member entitled to attend and vote at the EGM shall be entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares may appoint one or two proxies to represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company.

2. The instrument appointing a proxy must be signed by a member or his attorney duly authorized in writing or, in the case of a corporation or institution, either under the common seal or under the hand of an officer or attorney duly authorized in writing.

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1. To be valid, the instrument appointing a proxy and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be deposited at the Company’s registered office, 17th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof.

2. The register of members of the Company will be closed from Thursday, 16 September 2004 to Friday, 17 September 2004, both days inclusive, during which period no share transfers will be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Standard Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 4:00 p.m. on 15 September 2004. Only shareholders whose names appear on the register of members of the Company on 15 September 2004 are entitled to attend and vote at the EGM.

3. In the case of joint holders, any one of such holders may attend and vote at the EGM either personally or by proxy in respect of the shares as if he was solely entitled thereto, but if more than one of such joint holders be present at the EGM, the holder whose name stands first in the register of members shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for such purpose be deemed joint holders thereof.

4. The voting on the resolution will be conducted by way of a poll.

5. On a poll, every member present in person or by proxy shall have one vote for every share held by him.

As at the date of this announcement, the executive directors are Messrs. Ding Shi Da (Chairman), Chen Gui Zong (Vice Chairman), Yang Sheng Ming, Zhu Xue Lun and Shang Jian Guang and the independent non-executive directors are Messrs. Ip Kai Ming and Robert Tsai To Sze.

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

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