Autohome Inc. — Proxy Solicitation & Information Statement 2008

Apr 29, 2008

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 Golik Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the licensed securities dealer, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

GOLIK HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1118)

PROPOSED RE-ELECTION OF DIRECTORS GENERAL MANDATE TO REPURCHASE SHARES GENERAL MANDATE TO ISSUE SHARES AND

PROPOSED AMENDMENT TO BYE-LAWS

A notice convening the annual general meeting of Golik Holdings Limited to be held at 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 28th May, 2008 at 10:00 a.m. is set out on pages 12 to 16 of this circular.

Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the Company’s branch share registrars in Hong Kong, Tricor Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting if they so wish, in which event, the instrument appointing the proxy shall be deemed to be revoked.

29th April, 2008

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Amendment to Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2008 AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Details of Retiring Directors Proposed for Re-election . . . . . . . .	7
Appendix II – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of 2008 AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

DEFINITIONS

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

• “2008 AGM” the annual general meeting of the Company to be held at 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 28th May, 2008 at 10:00 a.m.;

• “associates” has the meaning ascribed thereto in the Listing Rules;

• “Board” the board of Directors of the Company; “Bye-laws” the bye-laws of the Company; “Company” Golik Holdings Limited, an exempted company incorporated in Bermuda with limited liability, whose issued Shares are listed on the Main Board of the Stock Exchange;

• “connected person” has the meaning ascribed thereto in the Listing Rules; “Director(s)” the director(s) of the Company; “Group” the Company and its Subsidiaries; “Hong Kong” The Hong Kong Special Administrative Region of the People’s Republic of China;

• “Issue Mandate” the general and unconditional mandate to be granted to the Directors at the 2008 AGM to allot, issue and otherwise deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the resolution approving such mandate;

• “Latest Practicable Date” 22nd April, 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “PRC”

• the People’s Republic of China;

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DEFINITIONS

“Repurchase Mandate”	the general and unconditional mandate to be granted to
	the Directors at the 2008 AGM to repurchase Shares of
	the Company on the Stock Exchange of up to 10% of
	the aggregate nominal amount of the share capital of
	the Company in issue as at the date of passing the
	resolution approving such mandate;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Share(s)”	share(s) of HK$0.10 each in the share capital of the
	Company;
“Shareholder(s)”	holder(s) of Share(s) in issue;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Subsidiary(ies)”	has the meaning ascribed thereto in the Listing Rules;
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers;
“HK$” and “cents”	Hong Kong dollars and cents; and
“%”	per cent.

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LETTER FROM THE BOARD

GOLIK HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1118)

Executive Directors:

Mr. Pang Tak Chung (Chairman) Mr. Ho Wai Yu, Sammy (Vice Chairman) Mr. John Cyril Fletcher

Non-Executive Director: Mr. Robert Keith Davies

Independent Non-Executive Directors:

Mr. Yu Kwok Kan, Stephen Mr. Chan Yat Yan Mr. Lo Yip Tong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business: Suite 5608, Central Plaza 18 Harbour Road Wanchai Hong Kong 29th April, 2008

To Shareholders

Dear Sir or Madam,

PROPOSED RE-ELECTION OF DIRECTORS GENERAL MANDATE TO REPURCHASE SHARES GENERAL MANDATE TO ISSUE SHARES

AND

PROPOSED AMENDMENT TO BYE-LAWS

INTRODUCTION

The purpose of this circular is to provide you with notice of 2008 AGM, and information on matters to be dealt with at the 2008 AGM. They are:

• (a) the re-election of retiring Directors;

• (b) the proposed granting of the Issue Mandate and the Repurchase Mandate; and

• (c) the amendment to Bye-laws.

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LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with bye-laws 87(1) and (2) of the Bye-laws, at each annual general meeting of the Company one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation. Accordingly, Messrs. Ho Wai Yu, Sammy, Chan Yat Yan and Lo Yip Tong shall retire from office at the 2008 AGM by rotation and, being eligible, offer themselves for re-election at the 2008 AGM.

Brief biographical details of retiring Directors proposed for re-election at the 2008 AGM are set out in Appendix I to this circular.

THE GENERAL MANDATES

At the annual general meeting of the Company held on 23rd May, 2007, general mandates were given to the Directors to exercise the power of the Company to repurchase Shares and to issue Shares. Under the terms of the Listing Rules and the relevant resolutions for the general mandates, these general mandates will lapse at the conclusion of the forthcoming 2008 AGM. Accordingly, ordinary resolutions approving the granting of the Issue Mandate and the Repurchase Mandate will be proposed at the 2008 AGM.

The Repurchase Mandate

An ordinary resolution will be proposed in respect of the granting of the Repurchase Mandate to the Directors, in the terms set out in the notice of 2008 AGM, to exercise the powers of the Company to repurchase its own Shares on the Stock Exchange at any time during the period ended on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date upon which such authority is revoked or varied at a general meeting of Shareholders; and (iii) the date by which the next annual general meeting of the Company is required to be held by laws or the Bye-laws. The aggregate nominal amount of Shares to be repurchased pursuant to the Repurchase Mandate shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution.

An explanatory statement providing relevant information in respect of the Repurchase Mandate is set out in the Appendix II to this circular.

The Issue Mandate

At the 2008 AGM, ordinary resolutions will also be proposed to renew the general mandate granted to the Directors to allot, issue and deal with Shares not exceeding 20% (i.e. 113,472,500 Shares) of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution, and adding to the Issue Mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the Repurchase Mandate.

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LETTER FROM THE BOARD

AMENDMENT TO BYE-LAWS

The Board proposes to amend the Bye-laws in line with the Listing Rules which provides that a director of the Company may be removed by an ordinary resolution in general meeting of Shareholders instead of a special resolution. The proposed amendment to the Bye-laws is set out in resolution no. 8 in the notice of 2008 AGM set out on pages 12 to 16 of this circular.

2008 AGM

A notice convening the 2008 AGM of the Company to be held at 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 28th May, 2008 at 10:00 a.m. is set out on pages 12 to 16 of this circular.

There is enclosed a form of proxy for use at the 2008 AGM. Whether or not a Shareholder intends to be present at the 2008 AGM, he is requested to complete the form of proxy and return it to the office of the Company’s branch share registrars in Hong Kong, Tricor Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the 2008 AGM or an adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending, and voting at the 2008 AGM if they so wish.

Pursuant to bye-law 66 of the Bye-laws, a resolution put to vote of the 2008 AGM shall be decided on a show of hands unless a poll is required under the Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded by:

• (a) the chairman of the 2008 AGM; or

• (b) at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the 2008 AGM; or

• (c) a Shareholder or Shareholders present in person or in the case of a Shareholder 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 Shareholders having the right to vote at the 2008 AGM; or

• (d) a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding Shares conferring a right to vote at the 2008 AGM 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 Shares conferring that right; or

• (e) any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing 5% or more of the total voting rights of all the Shareholders having the right to vote at the 2008 AGM.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the proposals mentioned above, including the proposals for the amendment to Bye-laws, the re-election of Directors, the Repurchase Mandate and the Issue Mandate, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all of these resolutions to be proposed at the 2008 AGM.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular.

Yours faithfully, For and on behalf of the Board of Golik Holdings Limited Pang Tak Chung Chairman

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The following are the particulars of the retiring Directors proposed for re-election at the 2008 AGM:

1. Mr. Ho Wai Yu, Sammy , aged 52, is the vice chairman of the Company and finance director of the Group responsible for finance, accounting and information technology development of the Group. Mr. Ho is a fellow member of Association of Chartered Certified Accountants, an associate member of Hong Kong Institute of Certified Public Accountants, a full member of Chartered Management Institute in the United Kingdom, a full member of Hong Kong Computer Society and a founder and permanent honorable president of IT Accountants Association. He has over 27 years’ experience in finance, accounting, computing, investment and project development. Mr. Ho joined Golik Metal Industrial Company Limited in 1994.

Mr. Ho has been an executive director of the Company since 1996. Save as disclosed above, he did not hold any directorship in any other listed company in the last three years.

As at the Latest Practicable Date, Mr. Ho has a personal interest of 2,000 Shares within the meaning of Part XV of the SFO.

Mr. Ho has no service contract with the Company and there is no specific term of his service with the Company but he is subject to the requirements of the relevant Bye-laws relating to the rotation and re-election of Directors. Mr. Ho received emoluments of HK$2,644,640 for the year ended 31st December, 2007 which were determined with reference to his duties and responsibility with the Company, the Company’s performance and current market situation.

Save as mentioned above, Mr. Ho does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Other than the matters disclosed above, there is no other matter that needs to be brought to the attention of Shareholders.

1. Mr. Chan Yat Yan , aged 52, holds MBA from the University of Macau, is the Managing Director of Modern Marketing Limited. Mr. Chan is a senior executive with over 19 years of corporate management, strategic business development and marketing experience in the PRC for various multi-national corporations, including leading Fortune 500 such as BBDO of Omnicom Group, H.J. Heinz, Time Warner as well as the World Gold Council. He has intensive knowledge and experience in the PRC market.

Mr. Chan has been an independent non-executive director of the Company since 2004. Save as disclosed above, he did not hold any directorship in any other listed company in the last three years.

As at the Latest Practicable Date, Mr. Chan does not have any interest or is not deemed to be interested in the Shares within the meaning of Part XV of the SFO.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Mr. Chan has no service contract with the Company and there is no specific term of his service with the Company but he is subject to the requirements of the relevant Bye-laws relating to the rotation and re-election of Directors. Mr. Chan received emoluments of HK$105,000 for the year ended 31st December, 2007 which were determined with reference to the remuneration benchmark in the market for independent non-executive directors of other companies listed on the Stock Exchange.

Save as mentioned above, Mr. Chan does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Other than the matters disclosed above, there is no other matter that needs to be brought to the attention of Shareholders.

1. Mr. Lo Yip Tong , aged 50, is the proprietor of Y.T. Lo & Co., Certified Public Accountants and has over 22 years of experience in statistical, accounting, auditing and financial restructuring work. Mr. Lo is currently a member of Hong Kong Institute of Certified Public Accountants and a Certified Public Accountants (Practising) of Hong Kong. He is also a nominee approved by the Court for voluntary arrangement.

Mr. Lo has been an independent non-executive director of the Company since 2004. Save as disclosed above, he did not hold any directorship in any other listed company in the last three years.

As at the Latest Practicable Date, Mr. Lo does not have any interest or is not deemed to be interested in the Shares within the meaning of Part XV of the SFO.

Mr. Lo has no service contract with the Company and there is no specific term of his service with the Company but he is subject to the requirements of the relevant Bye-laws relating to the rotation and re-election of Directors. Mr. Lo received emoluments of HK$105,000 for the year ended 31st December, 2007 which were determined with reference to the remuneration benchmark in the market for independent non-executive directors of other companies listed on the Stock Exchange.

Save as mentioned above, Mr. Lo does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Other than the matter disclosed above, there is no other matter that needs to be brought to the attention of Shareholders.

In the opinions of the Directors of the Company, save as disclosed above, there is no other matter that needs to be brought to the attention of Shareholders in relation to the re-election of retiring Directors and there is no other information that needs to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

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EXPLANATORY STATEMENT

APPENDIX II

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide information to you with regard to the Repurchase Mandate to be proposed at the 2008 AGM.

1. THE LISTING RULES

The Listing Rules contain provisions regulating the repurchase by companies whose primary listings are on the Stock Exchange of their shares on the Stock Exchange, the following is a summary of certain provisions of the Listing Rules relating to repurchase of securities:

(a) Shareholders’ Approval

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or specific approval of a particular transaction.

(b) Source of Funds

Repurchases must be funded out of funds legally available for such purpose in accordance with the Company’s memorandum of association and Bye-laws and the laws of Bermuda. A company may not repurchase its own shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Any repurchases by the Company may be made out of the capital paid up on the repurchased shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. Any premium payable on a repurchase over the par value of the shares to be repurchased must be provided for out of funds of the Company which would otherwise be available for dividend or distribution or out of the Company’s share premium account before shares are redeemed.

2. REASONS FOR REPURCHASES

Although the Directors have no present intention of repurchasing any Shares, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its Shareholders. Repurchases will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangement at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share.

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EXPLANATORY STATEMENT

APPENDIX II

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with the Company’s memorandum of association and Bye-laws and the applicable laws of Bermuda.

On the basis of the Company’s current financial position as disclosed in the audited accounts contained in the 2007 annual report of the Company, there may be an adverse impact on the working capital requirements or gearing position (as compared with the position disclosed in the most recent published audited accounts) of the Company in the event that the Repurchase Mandate is exercised in full at any time during the proposed repurchase period. No repurchase would be made by the Company to such an extent as would, in the circumstances, have a material adverse impact on the working capital requirements or gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

As at the Latest Practicable Date, 567,362,500 Shares of the Company were in issue and fully paid. Assuming no further Share is issued or repurchased prior to the 2008 AGM and subject to the passing of the ordinary resolution granting the Repurchase Mandate, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 56,736,250 Shares during the period in which the Repurchase Mandate remains in force.

4. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, have a present intention, in the event that the proposed Repurchase Mandate is approved by Shareholders, to sell Shares to the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

If as a result of any repurchases made pursuant to the Repurchase Mandate a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code and may in certain circumstances give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Pang Tak Chung is deemed under the SFO to be interested in 330,381,208 Shares, representing approximately 58.23% of the issued share capital of the Company. Based on such shareholdings, in the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the interest of Mr. Pang Tak Chung would be increased to approximately 64.70% of the issued share capital of the Company. The Directors consider that such

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EXPLANATORY STATEMENT

APPENDIX II

increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code or reduce the issued share capital in public hands to less than 25% (or the relevant prescribed minimum percentage required by the Stock Exchange).

No connected person (as defined in the Listing Rules) of the Company, including a Director, chief executive or substantial Shareholder of the Company or its subsidiaries or an associate of any of them has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2007
April	0.470	0.285
May	0.435	0.375
June	0.540	0.410
July	0.660	0.415
August	0.530	0.355
September	0.495	0.355
October	0.440	0.350
November	0.400	0.340
December	0.375	0.330
2008
January	0.365	0.280
February	0.330	0.320
March	0.330	0.250
April (up to the Latest Practicable Date)	0.300	0.300

6. SHARE REPURCHASE MADE BY THE COMPANY

The Company has not purchased any of its Shares, whether on the Stock Exchange or otherwise, in the six months prior to the date of this circular.

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NOTICE OF 2008 AGM

GOLIK HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1118)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Golik Holdings Limited (the “Company”) will be held at 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 28th May, 2008 at 10:00 a.m., for the following purposes:

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and the Auditor for the year ended 31st December, 2007;

2. To declare a final dividend;

3. (a) To re-elect the following Directors:

   • (i) Mr. Ho Wai Yu, Sammy;

   • (ii) Mr. Chan Yat Yan;

   • (iii) Mr. Lo Yip Tong;

4. (b) To authorise the Board of Directors to fix their remuneration;

5. (c) To authorise the Board of Directors to appoint additional Directors and to fix the maximum number of Directors;

6. To re-appoint the Auditor and to authorise the Board of Directors to fix their remuneration;

7. As special business, to consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the

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NOTICE OF 2008 AGM

requirements of the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time) or of any other stock exchange, be and is hereby generally and unconditionally approved and authorised;

• (b) the aggregate nominal amount of the shares of the Company to be repurchased by the Directors of 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 share capital of the Company in issue as at the date of passing this resolution and the approval pursuant to paragraph (a) shall be limited accordingly; and

• (c) for the purpose 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 Bye-laws of the Company or any applicable laws to be held; or

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

• As special business, to consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (b) below, a general mandate be and is hereby unconditionally given to the Directors of the Company to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to allot, issue and deal with the shares in the capital of the Company (including making and granting offers, agreements and options which would or might require the exercise of such powers, whether during the continuance of the Relevant Period or thereafter);

• (b) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted or dealt with pursuant to the approval in paragraph (a) above during the Relevant Period, otherwise than pursuant to the following, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly:

• (i) a rights issue where shares are offered for a period fixed by the Directors of the Company to holders of shares whose names appear 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

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NOTICE OF 2008 AGM

to fractional entitlements or having regard, as appropriate, to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or stock exchange in, or in any territory applicable to the Company);

  - (ii) an issue of shares under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company and approved by the Stock Exchange;

  - (iii) any issue of shares in the Company upon the exercise of subscription rights or conversion rights attaching to any warrants or any convertible notes of the Company; or

  - (iv) any scrip dividend scheme or similar arrangement implemented in accordance with the Bye-laws of the Company; and

• (c) for the purpose 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 Bye-laws of the Company or any applicable laws to be held; or

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

• As special business, to consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

“ THAT conditionally upon resolutions numbers 5 and 6 being passed, the general mandate granted to the Directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and deal with shares in the capital of the Company pursuant to resolution number 6, be and is hereby extended by the addition to the nominal value of the share capital which may be allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors of the Company pursuant to such general mandate an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution number 5, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution.”; and

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NOTICE OF 2008 AGM

1. As special business, to consider and, if thought fit, pass with or without amendments the following resolution as a special resolution:

“ THAT the Bye-laws of the Company be amended by deleting the words “special resolution” from the third line of Bye-law 86(4) and substituting therefor with the words “ordinary resolution”.”

By Order of the Board Ho Wai Yu, Sammy Company Secretary

Hong Kong, 29th April, 2008

Registered Office:

Clarendon House 2 Church Street Hamilton, HM 11 Bermuda

Head Office and Principal Place of Business: Suite 5608, Central Plaza 18 Harbour Road Wanchai Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting in person 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 shares shall alone be entitled to vote in respect thereof to the exclusion of other joint holders.

3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the office of the Company’s branch share registrars in Hong Kong, Tricor Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting if they so wish, in which event, the instrument appointing the proxy shall be deemed to be revoked.

4. The register of members of the Company will be closed from Thursday, 22nd May, 2008 to Wednesday, 28th May, 2008 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for entitlement to the proposed final dividend for the year ended 31st December, 2007, all transfer of shares of the Company accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s branch share registrars in Hong Kong, Tricor Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 21st May, 2008.

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NOTICE OF 2008 AGM

1. Pursuant to bye-law 66 of the Bye-laws, a resolution put to vote of the 2008 AGM shall be decided on a show of hands unless a poll is required under the Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded by:

2. (a) the chairman of the 2008 AGM; or

3. (b) at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the 2008 AGM; or

4. (c) a Shareholder or Shareholders present in person or in the case of a Shareholder 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 Shareholders having the right to vote at the 2008 AGM; or

5. (d) a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding share in the Company conferring a right to vote at the 2008 AGM 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 shares conferring that right; or

6. (e) any Director or Directors who, individually or collectively, hold proxies in respect of shares representing 5% or more of the total voting rights of all the Shareholders having the right to vote at the 2008 AGM.

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