A & S Group (Holdings) Limited — Proxy Solicitation & Information Statement 2007

Apr 19, 2007

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( Incorporated in the Bermuda with limited liability ) (Stock Code: 738)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Le Saunda Holdings Ltd. (the “Company”) will be held on Thursday, 17 May 2007 at 4:30 p.m. at Elbrus Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“THAT:

• (a) the conditional agreement for the sale and purchase of the entire equity interest in the registered and paid-up capital of (Fo Shan City Shun De District Xin Da Property Development Company Limited*) (“Xin Da Property”) dated 26 March 2007 (the “Agreement”) and entered into between (i) Le Saunda Real Estate Limited (the “Vendor”), a wholly owned subsidiary of the Company, as vendor, and (ii) Manful Regent Limited (the “Purchaser”), as purchaser, whereby, among other matters, the Vendor agreed to sell and the Purchaser agreed to purchase the entire equity interest in the registered and paid-up capital of Xin Da Property for a consideration of HK$32,395,000.00 subject to the terms and conditions of the Agreement, a copy of which has been produced to this meeting and marked “A” and signed by the Chairman of this meeting for the purpose of identification, be and the same is hereby unconditionally approved, confirmed and ratified; and

• (b) the letter agreement dated 26 March 2007 (the “Stakeholder Agreement”) and entered into between (i) the Vendor, (ii) Wilkinson & Grist, the Vendor’s solicitors, and (iii) the Purchaser for the stakeholding of HK$29,155,500.00 as contemplated by the Agreement subject to the terms and conditions of the Stakeholder Agreement, a copy of which has been produced to this meeting and marked “B” and signed by the Chairman of this meeting for the purpose of identification, be and the same is hereby unconditionally approved, confirmed and ratified,

and that the transactions contemplated by the Agreement and the Stakeholder Agreement be and they are hereby generally and unconditionally approved and that the directors of the Company be and they are hereby authorised in the best interest of the Company to do such act or execute such documents for and on behalf of the Company by hand or, in case of execution of documents under seal, to do so jointly with either the secretary of the Company, a second director of the Company or such other person or persons appointed by the directors

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of the Company for such purpose, as they shall consider necessary, appropriate, desirable or expedient for the implementation and completion of the transactions contemplated by the Agreement and the Stakeholder Agreement.”

On behalf of the Board Lau Yin Wan Company secretary

Hong Kong, 19 April 2007

As at the date of this announcement, the Board comprises five executive Directors, namely Mr. Lee Tze Bun, Marces, Mr. Wan Tat Wah, Ms. Chui Kwan Ho, Jacky, Ms. Tsui Oi Kuen and Ms. Lau Shun Wai and three independent non-executive Directors, namely Mr. Lam Siu Lun, Simon, Mr. Law King Wan and Mr. Leung Wai Ki, George.

Principal place of business in Hong Kong:

30th Floor, Hing Wai Centre 7 Tin Wan Praya Road Aberdeen Hong Kong

Notes:

1. A form of proxy for use at the meeting is being despatched to the shareholders of the Company together with a copy of a circular.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorized to sign the same.

3. Any shareholder entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

4. In order to be valid, this form of proxy, duly executed, and the power of attorney, or other authority (if any) under which it is signed or a notarially certified copy thereof, must reach the office of the Company’s Hong Kong registrar and transfer office, Computershare Hong Kong Investor Services Ltd., at 1806-07, 18/F., Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the meeting.

5. Completion and deposit of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

6. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

• For identification purposes only

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

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