Aceso Life Science Group Limited — Proxy Solicitation & Information Statement 2007

Jul 23, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

WINBOX INTERNATIONAL (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 474)

Executive directors: Principal Office: Ms. Choi Hon Hing (Chairman) 2nd Floor, Ching Cheong Industrial Building Ms. Fung Wing Ki, Vicky 1-7 Kwai Cheong Road Ms. Fung Wing Yee, Wynne Kwai Chung New Territories, Hong Kong

Independent non-executive directors: Dr. Hui Ka Wah, Ronnie, J.P. Mr. Leung Man Chun, Paul Mr. Tam Hok Lam, Tommy, J.P.

24 July 2007

To the shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

Introduction

It is proposed that at the annual general meeting of Winbox International (Holdings) Limited (the “Company”) for the year ended 31 March 2007, resolutions will be proposed to grant to the directors of the Company (the “Directors”) general mandates to issue and repurchase shares of the Company.

This circular contains the explanatory statement in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and gives all the information reasonably necessary to enable shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the purchase by the Company of its own shares.

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General mandate to issue shares

At the annual general meeting of the Company to be held on 24 August 2007 (the “AGM”), an ordinary resolution will be proposed to grant a general mandate to the Directors to allot, issue or dispose of the shares of the Company up to 20 per cent. of the issued share capital of the Company on the date of resolution to provide flexibility for the Company to raise fund by issue of shares efficiently. On 20 July 2007 (the “Latest Practicable Date”), being the latest practicable date prior to printing of this circular, there were in issue an aggregate of 405,626,144 shares of HK$0.05 each in the Company (“Shares”). Exercise in full of the mandate, on the basis that no further Shares are issued prior to the date of the AGM, could accordingly result in up to 81,125,228 Shares being issued by the Company.

General mandate to repurchase shares

At the AGM, an ordinary resolution will be proposed that the Directors be given a general mandate to exercise all powers of the Company to repurchase issued and fully paid shares of the Company. Under such mandate, the number of shares that the Company may repurchase shall not exceed 10 per cent. of the share capital of the Company in issue on the date of the resolution. The Company’s authority is restricted to purchase made on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) in accordance with the Listing Rules. On the Latest Practicable Date, there were in issue 405,626,144 Shares. Exercise in full of the mandate, on the basis that no further Shares are issued prior to the date of the AGM, could accordingly result in up to 40,562,614 Shares being repurchased by the Company. The mandate allows the Company to make or agree to make purchases only during the period ending on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by an ordinary resolution of the shareholders in a general meeting of the Company.

The Directors have no present intention to repurchase any Shares but consider that the mandate will provide the Company the flexibility to make such repurchase when appropriate and beneficial to the Company.

Such repurchases may enhance the net value of the Company and/or earnings per Share. As compared with the financial position of the Company as at 31 March 2007 (being the date of its latest audited accounts), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed purchases were to be carried out in full during the proposed purchase period.

No purchase would be made in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

The Company is empowered by its memorandum and articles of association to purchase its Shares. The Cayman Islands laws provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount of

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premium payable on redemption may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or out of the share premium of the Company. Under the Cayman Islands laws, the repurchased shares will remain part of the authorised but unissued share capital of the Company.

The Directors intend to apply the profits that would otherwise be available for distribution by way of dividend for any purchase of its Shares.

Directors, their associates and connected persons

None of the Directors nor, to the best of the knowledge and belief of the Directors having made all reasonable enquiries, any of the associates of any of the Directors has any present intention, in the event that the proposal is approved by shareholders of the Company, to sell Shares to the Company.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorized to make purchases of Shares.

Undertaking of the Directors

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the proposed resolution in accordance with the Listing Rules and all applicable laws of the Cayman Islands, and in accordance with the regulations set out in the memorandum and articles of association of the Company.

Effect of Takeovers Code

A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Hong Kong Code on Takeovers and Mergers (the “Code”).

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, (i) Gainbest Investments Limited, a company beneficially owned by the family trust set up by Mr. Fung Ka Pun, the spouse of Ms. Choi Hon Hing (the Chairman of the Company) whose discretionary objects include Ms. Choi Hoi Hing, Ms. Fung Wing Ki, Vicky and Ms. Fung Wing Yee, Wynne (all being the executive Directors), who held approximately 39.45 per cent. of the issued share capital of the Company; (ii) Goodwill International (Holdings) Limited, a company incorporated in Hong Kong and controlled by Mr. Fung Ka Pun and his associates, who held approximately 10.40 per cent. of the issued share capital of the Company, and (iii) Mr. Fung Ka Pun who personally and through Goodwill International (Holdings) Limited and Bo Hing Limited, companies controlled by him, held a total of approximately 11.08 per cent. of the issued share capital of the Company, were the only substantial shareholders holding more than 10 per cent of the issued share capital of the Company. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, the shareholdings of Gainbest Investments Limited, Goodwill

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International (Holdings) Limited and Mr. Fung Ka Pun in the Company would be increased to approximately 43.83 per cent., 11.55 per cent. and 12.31 per cent. of the issued share capital of the Company respectively and such increase to approximately 43.83 per cent. would give rise to an obligation of Gainbest Investments Limited to make a mandatory offer under Rule 26 of the Code.

Stock Exchange Rules for repurchases of shares

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ approval

The Listing Rules provide that all shares repurchases on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, which may be by way of general mandate, or by special resolution in relation to specific transactions.

(b) Source of funds

Repurchases must be funded out of funds legally available for the purpose.

General

During the period of six months prior to the date of this circular, no Shares have been repurchased by the Company.

During each of the previous 12 months and up to the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

	**Per **	Share
Month	Highest	Lowest
	HK$	HK$
2006
July	0.3950	0.3400
August	0.4000	0.3300
September	0.3600	0.3300
October	0.3650	0.3300
November	0.3700	0.3400
December	0.3850	0.3050
2007
January	0.3200	0.2900
February	0.3300	0.2900
March	0.3250	0.2850
April	0.4900	0.3000
May	0.6200	0.3600
June	1.8500	0.5900
From 1 July to the Latest Practicable Date	1.1500	0.7900

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Re-election of Directors

Resolutions will be proposed at the AGM for re-election of Ms. Choi Hon Hing and Ms. Fung Wing Ki, Vicky as Directors according to the Company’s Articles of Association. Their particulars are as follows:

Ms. Choi Hon Hing, 58, is an Executive Director and the Chairman of the Company. She is responsible for the overall control and management of the Group. Ms. Choi joined the Group in October 1994 as the Director of both Winbox BVI Limited (“Winbox (BVI)”) and Winbox Company Limited (“WCL”), after the acquisition of Winbox (BVI) by Goodwill International (BVI) Limited and other independent shareholders. She has since contributed significantly to the changeover in the management of the Group during the course of acquisition by Boxmore Limited and has secured a number of new customers for the Group by virtue of her marketing expertise and her business affiliations. Currently, she is also a Director of the following subsidiaries of the Company: Fairich Investment Limited, First Light Investments Limited, Golden Hope Holdings Limited, Grand Cast Limited, Winbox (BVI), WCL, Winbox Plastic Manufacturing (Shenzhen) Company Limited, Winpac Europe Limited, Winpac International Limited and Winpac Trading Co. Limited.

Ms. Choi has entered into a service agreement with the Company for a term of three years from 1 May 2006, and will continue thereafter until terminated by not less than two (2) months’ notice in writing. Under her service agreement, the current annual remuneration of Ms. Choi is HK$584,000 and she is also entitled to a discretionary bonus provided that the aggregate amount of the bonuses, if any, payable to all the Executive Directors for any financial year of the Company shall not exceed 5% of the audited consolidated net profit attributable to shareholders of the Company (after taxation and minority interests and payment of such bonuses but before extraordinary and exceptional items) in respect of that financial year of the Company. The remuneration of Ms. Choi is determined with reference to the results of the Group and her performance. Under Part XV of the Securities and Futures Ordinance, Ms. Choi is (i) deemed to be interested in 160,000,000 Shares (representing approximately 39.45 per cent. of the total issued Shares as at the Latest Practicable Date) held by Gainbest Investments Limited, a company wholly-owned by HSBC International Trustee Limited as the trustee of a discretionary trust set up by Mr. Fung Ka Pun, for the benefit of his family members including Ms. Choi; (ii) deemed to be interested in 706,556 Shares held by her controlled corporation; (iii) deemed to be interested in 44,240,117 Shares held by her spouse; (iv) interested in 3,111,019 underlying Shares as being the beneficial owner of the options to subscribe for such number of Shares under the Pre-Listing Share Option Scheme adopted by the Company on 16 May 2006; and (v) interested in 1,633,294 Shares as beneficial owner .

Ms. Fung Wing Ki, Vicky, 33, is an Executive Director of the Company appointed on 30 September 2005. She is a daughter of Ms. Choi Hon Hing and Mr. Fung Ka Pun and a sister of Ms. Fung Wing Yee, Wynne. She graduated with Bachelor’s degrees in Economics and Law from the University of Sydney, Australia in 1995 and 1997 respectively, and commenced her career as a legal practitioner in an international law firm, Coudert Brothers, in 1997. She joined WCL in 2001 to assist the Group in its administrative matters. Ms. Fung became a Director of Winbox (BVI) in August 2004. Currently, she is also a Director of the following subsidiaries of the Company: Fairich Investment Limited, First Light Investments Limited, Golden Hope Holdings Limited, Grand Cast Limited, Winbox (BVI), WCL, Winpac Europe Limited, Winpac Internatioanl Limited, Winpac Trading Co. Limited, Dardel S.A.S and Winpac SARL.

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Ms. Vicky Fung has entered into a service agreement with the Company for a term of three years from 1 May 2006, and will continue thereafter until terminated by not less than two (2) months’ notice in writing. Under her service agreement, the current annual remuneration of Ms. Vicky Fung is HK$210,000 and she is also entitled to a discretionary bonus provided that the aggregate amount of the bonuses, if any, payable to all the Executive Directors for any financial year of the Company shall not exceed 5% of the audited consolidated net profit attributable to shareholders of the Company (after taxation and minority interests and payment of such bonuses but before extraordinary and exceptional items) in respect of that financial year of the Company. The remuneration of Ms. Vicky Fung is determined with reference to the results of the Group and her performance. Under Part XV of the Securities and Futures Ordinance, Ms. Vicky Fung is (i) deemed to be interested in 160,000,000 Shares (representing approximately 39.45 per cent. of the total issued Shares as at the Latest Practicable Date) held by Gainbest Investments Limited, a company wholly-owned by HSBC International Trustee Limited as the trustee of a discretionary trust set up by Mr. Fung Ka Pun, for the benefit of his family members including Ms. Vicky Fung; (ii) interested in 2,333,283 underlying Shares as being the beneficial owner of the options to subscribe for such number of Shares under the Pre-Listing Share Option Scheme adopted by the Company on 16 May 2006; and (iii) interested in 999,979 Shares as beneficial owner .

Save as disclosed above, the Company is not aware of any matters relating to the re-election of the above Directors which are required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and any other matters that need to be brought to the attention of shareholders of the Company.

Procedure for demand of voting by poll

According to the Articles of Association of the Company, before the chairman of the meeting has declared the result of voting on a show of hands on a resolution at the annual general meeting, a poll may be demanded by:

• (a) at least three members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (b) any member or members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (c) any member or members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; or

• (d) if required by the Listing Rules, by any director or directors who, individually or collectively, hold proxies in respect of shares representing five per cent. or more of the total voting rights at such meeting.

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Recommendation

The Directors consider that the granting of the mandates to issue and repurchase shares of the Company is in the interest of the Company and so recommend you to vote in favour of the resolutions at the forthcoming AGM. The Directors will vote all their shareholdings in favour of the resolutions.

Yours faithfully, Choi Hon Hing Chairman

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NOTICE OF ANNUAL GENERAL MEETING

WINBOX INTERNATIONAL (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 474)

NOTICE IS HEREBY GIVEN that the annual general meeting of the abovenamed company (the “Company”) will be held at Seminar Point, The Executive Centre, 16th Floor, Cheung Kong Center, 2 Queen’s Road Central, Central, Hong Kong on Friday, 24 August 2007 at 2:30 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 March 2007.

2. To declare a final dividend of 2.50 Hong Kong cents per share for the year ended 31 March 2007.

3. To elect directors and to authorise the remuneration committee of the Company to fix their remuneration.

4. To appoint auditors and to authorise the board of directors to fix their remuneration.

5. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

• A. “THAT:

• (a) subject to paragraph (c), the exercise by the directors of the Company during the Relevant Period 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) 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 approval in paragraph (a), otherwise than pursuant to a Rights Issue or scrip dividend scheme or similar

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arrangement of the Company or the exercise of the subscription rights under the pre-listing share option scheme and the share option scheme of the Company both adopted on 16 May 2006 shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of 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 Articles of Association of the Company or any applicable law to be held; and

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion 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 outside Hong Kong).”

B. “THAT:

• (a) the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval 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 Articles of Association of the Company or any applicable law to be held; and

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• C. “THAT conditional upon resolution no. 5B above being passed, the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors of the Company as mentioned in resolution no. 5B above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to resolution no.5A above.”

By Order of the Board Cheng Kin Wah, Thomas Company Secretary

Hong Kong, 24 July 2007

Principal Office:

2nd Floor Ching Cheong Industrial Building 1-7 Kwai Cheong Road Kwai Chung New Territories, Hong Kong

Notes:

• (1) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

• (2) The register of members of the Company will be closed from 21 August 2007 (Tuesday) to 23 August 2007 (Thursday), both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the final dividend to be approved at the annual general meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on 20 August 2007 (Monday).

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