BAIOO Family Interactive Limited — Proxy Solicitation & Information Statement 2010

Nov 9, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Datronix Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stock broker, or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

**DATRONIX HOLDINGS LIMITED 連達科技控股有限公司 ***

(Incorporated in Bermuda with limited liability)

(Stock Code: 889)

PROPOSED CHANGE OF AUDITORS AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of Datronix Holdings Limited to be held at 19th Floor, North Point Industrial Building, 499 King’s Road, North Point, Hong Kong on Thursday, 25 November 2010, at 11:30 a.m. is set out on page 5 of this circular. Whether or not you are able to attend the special general meeting, you are advised to read the notice and to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar in Hong Kong, Hong Kong Registrars Limited at Rooms 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the special general meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the special general meeting or any adjourned meeting should you so wish.

• For identification purposes only

10 November 2010

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

“Board”	the board of directors of the Company
“Company”	Datronix Holdings Limited, an exempted company incorporated in
	Bermuda with limited liability, the Shares are listed on the Stock
	Exchange
“BDO”	BDO Limited
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“CCIF”	CCIF CPA Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange
“SGM”	the special general meeting of the Company to be convened on
	Thursday, 25 November 2010, at 11:30 a.m. at 19th Floor, North
	Point Industrial Building, 499 King’s Road, North Point, Hong
	Kong and any adjourned meeting for the purpose of, among other
	matters, considering and, if thought fit, approving the appointment
	of auditors
“Share(s)”	the ordinary shares of HK$0.1 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) for the time being of the share(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

**DATRONIX HOLDINGS LIMITED 連達科技控股有限公司 ***

(Incorporated in Bermuda with limited liability)

(Stock Code: 889)

Executive Directors: SIU Paul Y. alias Siu Paul Yin Tong (Chairman) SHUI Wai Mei (Vice Chairman) SHEUNG Shing Fai SIU Nina Margaret

Independent Non-executive Directors: CHUNG Pui Lam LAM Tak Shing, Harry CHAN Fai Yue, Leo

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal place of business in Hong Kong: 19th Floor North Point Industrial Building 499 King’s Road North Point Hong Kong 10 November 2010

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF AUDITORS AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 5 November 2010 regarding the resignation of CCIF as the auditors of the Group with effect from 5 November 2010. The Board proposes to appoint BDO as the new auditors of the Group to fill the vacancy following the resignation of CCIF subject to the approval by the Shareholders at the SGM.

At the forthcoming SGM, an ordinary resolution will be proposed to the Shareholders to approve the appointment of BDO as the auditors of the Group.

The purpose of this circular is to provide the Shareholders with information necessary to enable them to make a decision on whether to vote for or against the ordinary resolution to be proposed at the SGM for the appointment of auditors and to give the Shareholders the notice of the SGM.

• For identification purposes only

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LETTER FROM THE BOARD

REASON FOR CHANGE OF AUDITORS

The reason for the change of the Group’s auditors is due to the fact that the Company could not reach consensus with CCIF on the audit fee for the year ending 31 December 2010.

CCIF has confirmed that there are no circumstances in respect of its resignation that they consider should be brought to the attention of the Shareholders and creditors of the Group. The Board also confirmed that there are no circumstances connected with the change of auditors that they consider should be brought to the attention of the Shareholders and creditors of the Group. No audit work has been commenced by CCIF in respect of the audit of the Group’s financial statements for the year ending 31 December 2010.

Under bye-law 157 of the Bye-Laws of the Company, if the office of auditor becomes vacant by the resignation of auditor, the Directors shall as soon as practicable convene a special general meeting to fill the vacancy.

The Board proposed to appoint BDO as the new auditors of the Group to fill the vacancy and to hold office until the conclusion of the next annual general meeting of the Company, subject to the approval of the Shareholders at the SGM.

SGM

The SGM will be held at 19th Floor, North Point Industrial Building, 499 King’s Road, North Point, Hong Kong on Thursday, 25 November 2010, at 11:30 a.m. for the purpose of, among other matters, considering and, if thought fit, approving the appointment of BDO as auditors of the Group. A notice of the SGM is set out on page 5 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend the SGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar in Hong Kong, Hong Kong Registrars Limited at Rooms 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjourned meeting should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, the resolution proposed at the SGM shall be voted by poll.

RECOMMENDATION

The Directors believe that the ordinary resolution to be put before the SGM in relation to the appointment of BDO as auditors of the Group is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Circular misleading.

By Order of the Board Datronix Holdings Limited SIU Paul Y. Chairman

Hong Kong, 10 November, 2010

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NOTICE OF SGM

**DATRONIX HOLDINGS LIMITED 連達科技控股有限公司 ***

(Incorporated in Bermuda with limited liability)

(Stock Code: 889)

NOTICE IS HEREBY GIVEN that a special general meeting of the Shareholders of Datronix Holdings Limited (the “ Company ”) will be held at 19th Floor, North Point Industrial Building, 499 King’s Road, North Point, Hong Kong on Thursday, 25 November 2010, at 11:30 a.m. for the purpose of, among other matters, considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“ THAT BDO Limited be and is hereby appointed as the auditors of the Company and its subsidiaries to fill the vacancy following the resignation of CCIF CPA Limited and to hold office until the conclusion of the next annual general meeting of the Company and the board of directors of the Company be and is hereby authorized to fix the remuneration of the auditors of the Group.”

By Order of the Board Datronix Holdings Limited Leung Sau Fong Company Secretary

Hong Kong, 10 November 2010

Notes:

1. A member who is the holder of two or more shares in the Company may appoint one or more proxies. A proxy need not be a member of the Company but must be present to represent the member.

2. In the case of the joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorised, and must be deposited with the Hong Kong branch share registrar of the Company, Hong Kong Registrars Limited at Rooms 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the special general meeting or any adjournment thereof.

3. A form of proxy for use at the special general meeting is enclosed.

4. For identification purposes only

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