Aceso Life Science Group Limited — Proxy Solicitation & Information Statement 2010

Apr 14, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Winbox International (Holdings) Limited , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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

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: 00474)

PROPOSED CHANGE OF COMPANY NAME PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT PROPOSED GRANT OF OPTIONS AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of Winbox International (Holdings) Limited is set out on pages 5 to 13 of this circular.

A notice convening an extraordinary general meeting of Winbox International (Holdings) Limited to be held at The Seminar Room, Level 3, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Friday, 7 May 2010, at 2:30 p.m. is set out on pages 14 to 16 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed. Whether or not you intend to attend and vote at the extraordinary general meeting or any adjourned meeting (as the case may be) in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to 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 as soon as possible, but in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

15 April 2010

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“Acceptance Date” 1 April 2010, being the date on which the Proposed Grant was accepted by the Grantee “Allotment Date” the date on which Share(s) is or are allotted pursuant to the exercise of any option(s) “associate(s)” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors “Change of Company Name” the change of company names of the Company from “Winbox International (Holdings) Limited 永保時國際（控股）有限公 司” to “Hao Tian Resources Group Limited 昊天能源集團有限 公司” “Company” Winbox International (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability whose Shares are listed and traded on the Stock Exchange “connected person(s)” has the meaning ascribed thereto under the Listing Rules “Date of Grant” 1 April 2010, being the date on which the grant of options to subscribe for 20,000,000 Shares was approved by the Board and offered to the Grantee “Directors” the directors of the Company “EGM” the extraordinary general meeting of the Company to be held at The Seminar Room, Level 3, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Friday, 7 May 2010, at 2:30 p.m. “First Option Period” the period from the expiry of one (1) year from the Acceptance Date up to the date immediately before the fourth anniversary of the Acceptance Date “Grantee” or “Mr. Fung” Mr. Fung Ka Pun, an executive Director

– 1 –

DEFINITIONS

“Group”	the Company and its subsidiaries
“HK$”or “Hong Kong	Hong Kong dollars, the lawful currency of Hong Kong
Dollars”
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Shareholders”	Shareholders other than the connected persons of the Company
	and the Grantee and his associates
“Latest Practicable Date”	9 April 2010, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in
	this circular
“Listing Date”	6 June 2006, being the date on which the Shares commenced
	trading on the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Mr. Mak”	Mr. Mak Yiu Tong
“PRC”	the People’s Republic of China
“Pre-Listing Share	the pre-listing share option scheme adopted by the Company
Option Scheme”	on 16 May 2006
“Proposed Appointment”	the proposed appointment of Mr. Mak as an executive Director
“Proposed Grant”	the grant of options to the Grantee on 1 April 2010 to subscribe
	for 20,000,000 Shares at an exercise price of HK$1.202 per
	Share
“Purchaser”	Win Team Investments Limited, a company incorporated in the
	British Virgin Islands and a wholly-owned subsidiary of the
	Company

– 2 –

DEFINITIONS

• “Real Power” Real Power Holdings Ltd., a company incorporated in the British Virgin Islands with limited liability and a substantial Shareholder interested in 256,752,676 Shares, representing approximately 15.23% of the issued share capital of the Company as at the Latest Practicable Date

• “S&P Agreement” the sales and purchase agreement dated 1 September 2009 entered into between the Company, the Purchaser and the Vendors, as amended by a supplemental agreement dated 22 December 2009, the particulars of which are set out in the announcement of the Company dated 7 September 2009 and the circular of the Company dated 28 December 2009

• “Scheme Mandate Limit” the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme, which in aggregate shall not be exceeding 10% of the Shares in issue as at the Listing Date

• “Second Option Period” the period from the expiry of two (2) years from the Acceptance Date up to the date immediately before the fifth anniversary of the Acceptance Date

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share Option Scheme” the share option scheme adopted by the Company on 16 May 2006

• “Share(s)” share(s) of HK$0.05 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Third Option Period” the period from the expiry of three (3) years from the Acceptance Date up to the date immediately before the sixth anniversary of the Acceptance Date

– 3 –

DEFINITIONS

“TRXY” TRXY Development (HK) Ltd., a company incorporated in Hong Kong with limited liability and a Shareholder interested in 146,216,443 Shares, representing approximately 8.67% of the issued share capital of the Company as at the Latest Practicable Date “Vendors” Real Power and TRXY “%” per cent.

– 4 –

LETTER FROM THE BOARD

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: 00474)

Executive Directors: Mr. Fung Ka Pun (Acting Chairman and Vice-chairman) Mr. Ng Cheuk Fan, Keith

Non-executive Directors: Ms. Fung Wing Ki, Vicky Mr. Mok Chiu Kuen

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

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head Office and Principal Place of Business: 2nd Floor, Ching Cheong Industrial Building 1–7 Kwai Cheong Road Kwai Chung New Territories Hong Kong 15 April 2010

To the Shareholders

Dear Sir or Madam,

INTRODUCTION

On 30 March 2010, the Board announced that (i) it proposes to change the English and Chinese names of the Company; (ii) Mr. Mak was nominated by Real Power as an executive Director; and (iii) it proposes to refresh the Scheme Mandate Limit of the Share Option Scheme. On 1 April 2010, the Board announced that the grant of options to subscribe for 20,000,000 Shares was offered to the Grantee.

– 5 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information relating to (i) the proposed Change of Company Name; (ii) the Proposed Appointment; (iii) the proposed refreshment of the Scheme Mandate Limit; (iv) the Proposed Grant; and (v) the notice of the EGM to be convened and held for the purpose of considering and, if thought fit, approving the resolutions in respect of the proposed Change of Company Name, the Proposed Appointment, the proposed refreshment of the Scheme Mandate Limit and the Proposed Grant.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English and Chinese names of the Company from “Winbox International (Holdings) Limited 永保時國際（控股）有限公司” to “Hao Tian Resources Group Limited 昊天能源集團有限公司”.

Reasons and conditions for the change

The proposed Change of Company Name is to align with the corporate strategy of the Company in diversifying into the exploitation of coal business, coal mining, coal sales and development of coking coal mine in the PRC, in addition to its existing principal businesses of design, manufacturing, and sales of packaging products.

The Board believes that the new company name can provide the Company with a more appropriate identification and image which will benefit the Company’s future business development and is in the interest of the Company and the Shareholders as a whole.

The proposed Change of Company Name is subject to (a) the passing of a special resolution by the Shareholders at the EGM; and (b) the approval by the Registrar of Companies in the Cayman Islands having been obtained. The relevant filing with the Registrar of Companies in the Cayman Islands will be made after the passing of the special resolution at the EGM.

Subject to satisfaction of the conditions set out above, the Change of Company Name will take effect from the date of entry of the new name on the register maintained by the Registrar of Companies in the Cayman Islands. Thereafter, the Company will carry out any necessary filing procedures in Hong Kong and the Shares will be traded on the Stock Exchange under the new name. The stock short name of the Company will also be changed accordingly.

– 6 –

LETTER FROM THE BOARD

Trading and dealing arrangements

The Shares are listed on the Stock Exchange. The Change of Company Name will not affect any of the rights of any Shareholders. All existing share certificates in issue bearing the existing name of the Company will, after the change of name, continue to be evidence of title to the Shares under the new name of the Company and will be valid for trading, settlement and delivery for the same number of Shares in the new name of the Company. The size of the board lot for trading in the Shares will remain unchanged after the Change of Company Name. Once the Change of Company Name becomes effective, any issue of share certificates will be issued in the new name of the Company. There will be no special arrangement for exchange of the existing share certificates.

The Company will make further announcement(s) on the result of the EGM, the effective date of the Change of Company Name and the arrangement relating to trading and dealings in the Shares on the Stock Exchange under the new name of the Company.

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

Mr. Mak has been nominated by Real Power as an executive Director. The Proposed Appointment is subject to the approval by the Shareholders at the EGM. The nomination of Mr. Mak is made by Real Power in exercising its right to nominate one person as a Director under the S&P Agreement. In addition, the Board has received a written notice from TRXY that it will waive its right to nominate one person to be a Director under the S&P Agreement if the Proposed Appointment is approved by the Shareholders at the EGM.

Biographical information of Mr. Mak

Mr. Mak, aged 51, graduated from the China University of Political Science and Law with a bachelor of law degree in 1998. Mr. Mak has been working in law firms in Hong Kong for over 30 years. At present, he is a legal executive of C. K. Mok & Co., a firm of solicitors in Hong Kong, of which Mr. Mok Chiu Kuen, a non-executive Director, is a partner. Mr. Mak has been working in the law firm for over 23 years and his job duties are to assist the law firm in handling corporate and litigation matters.

Mr. Mak has not previously held and is not holding any other position with any member of the Group. Mr. Mak does not hold any other directorships in any listed public companies in the last three years or other major appointments and qualifications. Save for being a nominee of Real Power, Mr. Mak does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, nor does he have any interests in the Shares within the meaning of Part XV of the SFO.

– 7 –

LETTER FROM THE BOARD

Mr. Mak’s annual emolument is yet to be determined and a service contract will be entered into between the Company and Mr. Mak after his appointment as an executive Director is approved by the Shareholders at the EGM. The remuneration of Mr. Mak will be determined by the remuneration committee of the Board by reference to his experience and qualification and duties and responsibilities with the Company.

Save as disclosed above, there are no other matters relating to Mr. Mak that need to be brought to the attention of the Shareholders nor is there any information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT

Under the current limit of the Share Option Scheme, the Directors were authorised to grant options to subscribe for up to 40,000,000 Shares, representing 10% of the issued share capital of the Company as at the Listing Date. Since then and up to the Latest Practicable Date, the Company has granted options to subscribe for a total of 22,600,000 Shares (including the Proposed Grant) under the Share Option Scheme. As at the Latest Practicable Date, options to subscribe for 1,170,000 Shares had been exercised and options to subscribe for 150,000 Shares had lapsed, leaving outstanding options to subscribe for 21,280,000 Shares under the Share Option Scheme. On the assumption that the Proposed Grant is approved by the Independent Shareholders at the EGM and that no further options will lapse, the Company will be able to grant further options to subscribe for 17,550,000 Shares under the Share Option Scheme without refreshing the Scheme Mandate Limit.

The Pre-Listing Share Option Scheme was adopted by the Company on 16 May 2006, pursuant to which options to subscribe for 19,555,261 Shares had been granted by the Company prior to the Listing Date. No further options under the Pre-Listing Share Option Scheme could be granted by the Company after the date immediately prior to the Listing Date. As at the Latest Practicable Date, all options granted under the Pre-Listing Share Option Scheme have been exercised.

In order to provide the Company with greater flexibility in granting options to eligible persons (including employees, directors and suppliers) of the Group under the Share Option Scheme as incentives to rewarding their contribution to the Company, the Board decided to seek the approval by the Shareholders to refresh the Scheme Mandate Limit of the Share Option Scheme at the EGM. The Directors consider that such refreshment of the Scheme Mandate Limit of the Share Option Scheme is in the interests of the Company and the Shareholders as a whole.

– 8 –

LETTER FROM THE BOARD

Based on 1,686,192,760 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are repurchased or issued and no options are being granted nor exercised under the Share Option Scheme prior to the EGM, upon the approval of the refreshment of the Scheme Mandate Limit of the Share Option Scheme, the Directors will be authorised to issue further options to subscribe for a total of 168,619,276 Shares, representing 10% of the total number of Shares in issue as at the Latest Practicable Date.

The aggregate number of Shares which may be issued upon the exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company has not exceeded 30% of the Shares in issue as at the Latest Practicable Date. Save for the Share Option Scheme and the Pre-Listing Share Option Scheme, the Company has no other share option schemes as at the Latest Practicable Date.

The refreshment of the Scheme Mandate Limit is conditional upon:

• (a) the approval by the Shareholders at the EGM; and

• (b) the granting of approval of the listing of, and permission to deal in the Shares to be issued pursuant to the exercise of any options granted under the refreshed Scheme Mandate Limit of the Share Option Scheme by the Stock Exchange.

An application will be made by the Company to the Listing Committee of the Stock Exchange for obtaining the approval mentioned in paragraph (b) above.

PROPOSED GRANT OF OPTIONS

On 1 April 2010, the Company offered to grant options to the Grantee to subscribe for 20,000,000 Shares under the Share Option Scheme, which was accepted by the Grantee on 1 April 2010.

The following are the details of the options granted:

Date of Grant	:	1 April 2010
Exercise price of	:	HK$1.202 per Share, and was determined as being the
the options granted		higher of (i) closing price of the Shares on the Date of
		Grant; and (ii) average closing price of the Shares for the
		five trading days immediately preceding the Date of Grant
Number of options	:	20,000,000 options (each option entitles the holder to
granted		subscribe for one Share)

– 9 –

LETTER FROM THE BOARD

Closing price of : HK$1.16 per Share the Shares on the Date of Grant Average closing price of : HK$1.202 per Share the Shares for the five trading days immediately preceding the Date of Grant Validity period of : (i) 6,000,000 options during the First Option Period the options (ii) 6,000,000 options during the Second Option Period (iii) 8,000,000 options during the Third Option Period Performance target : No performance targets are required to be achieved by the Grantee before the options can be exercised Consideration : On acceptance of the Proposed Grant, HK$1.00 must be paid by the Grantee within 28 days from the Date of Grant Voting, dividend, : The Shares to be allotted upon the exercise of an option transfer and granted will not carry voting rights until the name of the other rights Grantee has been entered into the share register of the Company in accordance with the articles of association of the Company. Subject to the aforesaid, the Shares to be allotted upon exercise of an option will be subject to all the provisions of the articles of association of the Company for the time being in force and will rank pari passu in all respects with the existing full-paid Shares in issue on the relevant Allotment Date and accordingly will entitle the holders thereof to participate in voting, transfer and other rights including those arising on liquidation of the Company, all dividends or other distributions paid or made after the Allotment Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Allotment Date.

– 10 –

LETTER FROM THE BOARD

As disclosed in the announcement of the Company dated 30 March 2010, the Proposed Grant, which forms part of the remuneration of the Grantee as an executive Director, has been determined and approved by the remuneration committee of the Board by reference to his experience and qualification and duties and responsibilities with the Company and was considered by the Board to be an incentive for the Grantee to take up the position as an executive Director, acting chairman and vice-chairman of the Board. In addition, the Board considers that the Grantee, being an adviser to the Company prior to his appointment as an executive Director on 1 April 2010 has made recognised contributions to the Group by providing invaluable advice on investments and financial planning and will continue to make contributions to the Group thereafter. Therefore, the Board believes that the Proposed Grant serves the purpose of the Share Option Scheme, which is to recognise and motivate the contribution of, among others, employees and advisers to the Group.

The Proposed Grant has been approved by the independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules and paragraph 8.2 of the rules of the Share Option Scheme.

Pursuant to Rule 17.04(1) of the Listing Rules and paragraph 8.3 of the rules of the Share Option Scheme, given the Grantee is an executive Director and the Proposed Grant will result in the Shares issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to the Grantee in the 12-month period up to and including the Date of Grant: (a) representing in aggregate over 0.1% of the Shares in issue; and (b) having an aggregate value, based on the closing price of the Shares at the Date of Grant, in excess of HK$5 million, the Proposed Grant must be approved by the Shareholders at the EGM, at which all connected persons of the Company must abstain from voting in favour thereat.

The following table set out the shareholdings of connected persons of the Company as at the Latest Practicable Date:

		Approximate
		percentage of
	Number of	shareholding
Name	Shares	in the Company
Real Power	256,752,676	15.23%
TRXY	146,216,443	8.67%
Mr. Fung	519,081	0.03%
Ms. Choi Hon Hing	3,444,313	0.20%
Gainbest Investments Limited	80,000,000	4.74%
Goodwill International (Holdings) Limited	22,182,011	1.32%
Bo Hing Limited	5,581	0.0003%
Ms. Fung Wing Ki, Vicky	2,337,262	0.14%
Ms. Fung Wing Yee, Wynne	1,733,262	0.10%
Dr. Tam Hok Lam, Tommy,J.P.	240,000	0.01%

– 11 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, no notice has been received by the Board from any of the above connected persons of the Company of his, her or its intention to vote against the relevant resolution at the EGM.

Pursuant to Rule 17.03(4) of the Listing Rules and paragraph 8.5 of the rules of the Share Option Scheme, given the Proposed Grant will result in the Shares issued and to be issued upon exercise of all options granted and to be granted to the Grantee (including exercised, cancelled and outstanding options) in the 12-month period up to and including the Date of Grant representing in aggregate over 1% of the Shares in issue, the Proposed Grant must be separately approved by the Shareholders at the EGM with the Grantee and his associates abstaining from voting.

EXTRAORDINARY GENERAL MEETING

The notice of the EGM is set out on pages 14 to 16 of this circular. The EGM will be convened for the purpose of considering and, if thought fit, passing the resolutions to approve the proposed Change of Company Name, the Proposed Appointment, the proposed refreshment of the Scheme Mandate Limit and the Proposed Grant. A form of proxy for the EGM is enclosed herewith. Whether or not you are able to attend the EGM in person, please complete and return the form of proxy in accordance with the instructions printed thereon to 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 as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting (as the case may be) should you so wish. Pursuant to the Listing Rules, voting by poll is required for any resolution put to vote at the EGM.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

– 12 –

LETTER FROM THE BOARD

RECOMMENDATION

In light of the past contributions of the Grantee to the Group and his expected contributions to the Group as mentioned above, the Directors (including all independent non-executive Directors) consider that the Proposed Grant is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including all independent non-executive Directors) recommend the Independent Shareholders to vote in favor of the relevant resolution to be proposed at the EGM.

The Directors consider that the proposed Change of Company Name, the Proposed Appointment and the proposed refreshment of the Scheme Mandate Limit are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the relevant resolutions to be proposed at the EGM.

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

– 13 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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: 00474)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Winbox International (Holdings) Limited (“ Company ”) will be held at The Seminar Room, Level 3, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Friday, 7 May 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 Mr. Mak Yiu Tong be appointed as an executive director of the Company with effect from the conclusion the EGM.”

2. “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange of Hong Kong Limited granting approval of the listing of, and permission to deal in, shares (“ Shares ”) of HK$0.05 in the share capital of the Company to be issued pursuant to the exercise of the options which may be granted under the Refreshed Scheme Mandate Limit (as hereinafter defined), the refreshment of the scheme mandate limit of the existing share option scheme of the Company adopted on 16 May 2006 up to 10% of the total number of Shares in issue as at the date of passing of this Resolution (“ Refreshed Scheme Mandate Limit ”) be and is hereby approved and any director of the Company be and is hereby authorised to do all such acts and execute such document(s) to effect the Refreshed Scheme Mandate Limit.’’

3. “ THAT the grant of options to Mr. Fung Ka Pun, an executive director of the Company, on 1 April 2010 to subscribe for 20,000,000 Shares at an exercise price of HK$1.202 per Share be and is hereby approved, confirmed and ratified.”

– 14 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

1. “ THAT:

2. (a) subject to the approval by the Registrar of Companies in the Cayman Islands being obtained, the name of the Company be changed from “Winbox International (Holdings) Limited” in English and “永保時國際（控股）有限公 司” in Chinese to “Hao Tian Resources Group Limited” in English and “昊天能 源集團有限公司” in Chinese; and

3. (b) any director of the Company be and is hereby authorised generally to do such acts and things and execute all documents or make such arrangements as such director may consider necessary or expedient to effect the change of name of the Company.”

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

Hong Kong, 15 April 2010

Principal place of business in Hong Kong: 2nd Floor Ching Cheong Industrial Building 1–7 Kwai Cheong Road Kwai Chung New Territories Hong Kong

– 15 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

4. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the extraordinary general meeting or any adjourned meeting (as the case may be) should he so wish.

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

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