Aceso Life Science Group Limited — Proxy Solicitation & Information Statement 2009

Dec 27, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

WINBOX INTERNATIONAL (HOLDINGS) LIMITED 永 保 時 國 際 （ 控 股 ） 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 474)

NOTICE OF EXTRAORDINARY GENERAL MEETING

AND

CLOSURE OF REGISTER OF MEMBERS

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ‘‘EGM’’) of Winbox International (Holdings) Limited (the ‘‘Company’’) will be held at The Focal Point, Worldwide Executive Centre, Level 10, World-Wide House, 19 Des Voeux Road Central, Hong Kong on 13 January 2010, at 2:30 p.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT the authorized share capital of the Company be increased from HK$100,000,000, divided into 2,000,000,000 shares of HK$0.05 each (‘‘Shares’’), to HK$250,000,000, divided into 5,000,000,000 Shares by the creation of an additional 3,000,000,000 Shares and that the directors of the Company be and are hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorized representative of the director or the secretary of the Company and to take such steps as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the same.’’

2. ‘‘THAT conditional upon passing of resolution 1 above:

   • (a) the sale and purchase agreement dated 1 September 2009 (the ‘‘S&P Agreement’’) and the supplemental agreement dated 22 December 2009 (the ‘‘Supplemental Agreement’’) entered into by the Company, Win Team Investments Limited (the ‘‘Purchaser’’) and Real Power Holdings Limited and TRXY Development (HK) Limited (together as the ‘‘Vendors’’), pursuant to which the Vendors have conditionally agreed to sell and the Company has conditionally agreed (i) to acquire from Real Power Holdings Limited the entire issued share

– 1 –

capital of Merrymaking Investments Limited; and/or (ii) to acquire from TRXY Development (HK) Limited the entire issued share capital of Pleasing Results Ltd.; details of the S&P Agreement and the Supplemental Agreement are set out in the circular of the Company dated 28 December 2009 (the ‘‘Circular’’) (copies of the S&P Agreement and the Supplemental Agreement have been produced to the meeting and initiated for the purposes of identification by the chairman of the meeting) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the directors of the Company be hereby authorized to (i) issue and allot up to 403,233,360 Shares (the ‘‘Consideration Shares’’); and (ii) issue convertible notes in such principal amount of as may be contemplated and/or adjusted pursuant to the S&P Agreement and the Supplemental Agreement (the ‘‘Convertible Notes’’), pursuant to the S&P Agreement and the Supplemental Agreement as the consideration for the acquisition(s) under the S&P Agreement and the Supplemental Agreement;

• (c) the directors of the Company be and are hereby generally and unconditionally authorized to issue and allot such number of Shares (the ‘‘Conversion Shares’’), credited as fully paid, to the holders of the Convertible Notes (or its/their nominee), upon conversion of the Convertible Notes (in part or in full) and that the Conversion Shares, when issued and allotted, shall rank pari passu in all respects with all other Shares in issue as at the date of such issue and allotment; and

• (d) any one director of the Company be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorized representative of the director or the secretary of the Company and to take such steps as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the transactions under the S&P Agreement and the Supplemental Agreement.’’

1. ‘‘THAT

   • (a) the Placing (as defined and described in the Circular) be and is hereby approved and the board of directors of the Company (the ‘‘Board’’) be and is hereby granted a specific mandate to allot and issue new Shares in connection with the Placing (as defined in the Circular), which specific mandate can be exercised once or more than once;

   • (b) contingent on the Board resolving to issue and allot Shares pursuant to paragraph (3)(a) above, the Board be and is hereby generally and unconditionally authorized to

     • (i) determine and deal with at its discretion and with full authority, matters relating to the Placing (as defined and described in the Circular) (including but not limited to the specific timing of issue, final number of new Shares to be issued (in any event not more than 982,533,802 new Shares), offering mechanism, pricing mechanism, issue price

– 2 –

(subject to the basis for determining the issue price described on page 16 in the Circular), target subscribers and the number and proportion of Shares to be issued to each subscriber); and

• (ii) do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorized representative of the director or the secretary of the Company and to take such steps as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Placing.’’

By Order of the Board Winbox International (Holdings) Limited Jip Ki Chi Company Secretary

Hong Kong, 28 December 2009

Principal place of business in Hong Kong:

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 above meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the forms of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the above meeting or any adjournment thereof.

– 3 –

1. The register of members of the Company will be closed from 12 January 2010 to 13 January 2010 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attendance at the EGM, all transfer of shares 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 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 11 January 2010.

2. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date hereof, the Board comprises three Executive Directors, namely Ms Choi Hon Hing, Ms Fung Wing Yee, Wynne and Mr Ng Cheuk Fan, Keith; two Non-Executive Directors, namely Ms Fung Wing Ki, Vicky and Mr Mok Chiu Kuen; and three Independent Non-Executive Directors, namely Dr Tam Hok Lam, Tommy, J.P., Dr Hui Ka Wah, Ronnie, J.P. and Mr Leung Man Chun, Paul.

– 4 –