NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shun Cheong Holdings Limited (the "Company") will be held at Fung Shui Room, 6th Floor, The Hong Kong Hotel, Harbour City, Kowloon, Hong Kong on Tuesday, 12th September, 2000, at 10:00 a.m. for the following purposes:

1. To receive and consider the audited Consolidated Financial Statements and Reports of the Directors and the Auditors for the year ended 31st March, 2000.

2. To declare a final dividend of Hong Kong Dollar 1.75 cent per share for the year ended 31st March, 2000.

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

4. To re-appoint auditors and to authorise the Board of Directors to fix their remuneration.

5. To consider and, if thought fit, pass with or without amendments the following resolution as Ordinary Resolution:

"THAT:

(a) subject to sub-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 allot and issue additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers either during or after the Relevant Period, be and is hereby generally and unconditionally approved;

(b) 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 sub-paragraph (a) of this resolution, otherwise than pursuant to a Rights Issue (as hereinafter defined) or the exercise of subscription or conversion rights under any warrants of the Company or any securities which are convertible into shares of the Company or any share option scheme, shall not exceed twenty percent of the nominal amount of the issued share capital of the Company on the date of this resolution and this 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 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 the Bye-laws of the Company or any applicable law to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting;

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the law of, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

6. "THAT:

(a) subject to sub-paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined in Resolution 5(c) above) all powers of the Company to repurchase its shares in the capital of the Company, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved; and

(b) the aggregate nominal amount of shares to be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company on the date of this Resolution and the authority pursuant to paragraph (a) above shall be limited accordingly.'

7. "THAT the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares pursuant to Ordinary Resolution set out in Resolution 5 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted pursuant to such general mandate the aggregate nominal amount of share in the capital of the Company, repurchased by the Company under the authority granted pursuant to Ordinary Resolution set out in Resolution 6, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of this Resolution."

By Order of the Board
Ou Ka Chi
Company Secretary

Hong Kong SAR, 19th July, 2000

Principal Place of Business:	Registered Office:
Flat 201, 2/F.,	Cedar House,
Premier Centre,	41 Cedar Avenue,
20 Cheung Shun Street,	Hamilton HM12,
Lai Chi Kok,	Bermuda.
Kowloon,
Hong Kong.

Notes:

(1) The Register of Members of the Company will be closed from Wednesday, 6th September, 2000 to Monday, 11th September, 2000, both days inclusive during which period no transfer of shares will be registered.

(2) In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's share registrars in Hong Kong, Central Registration Hong Kong Limited at 17/F., Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:00 p.m. on Tuesday, 5th September, 2000.

(3) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. In order to be valid, a form of proxy, together with 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 other authority must be deposited at the principal place of business of the Company at Flat 201, 2/F., Premier Centre, 20 Cheung Shun Street, Lai Chi Kok, Kowloon, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.

(4) Concerning item 5 above, approval is being sought from members for a general mandate to authorise allotment of shares under the Listing Rules of The Stock Exchange of Hong Kong Limited ("Listing Rules"). The Directors have no immediate plans to issue any new shares of the Company pursuant to such approval.

(5) Concerning item 6 above, approval is being sought from members for a general mandate to repurchase the shares of the Company pursuant to the provisions of the Listing Rules and the Hong Kong Code on Share Repurchases. In accordance with the Listing Rules and the Hong Kong Code of Share Repurchases, a circular setting out the terms and auditions upon which such power will be exercised will be despatched to shareholders together with the 2000 Annual Report of the Company.

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