Bingo Group Holdings Limited — Proxy Solicitation & Information Statement 2005

May 3, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Vaso Digital International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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 losses howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

VASO DIGITAL INTERNATIONAL HOLDINGS LIMITED 華索國際控股有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8220)

PROPOSED CHANGE OF COMPANY NAME

A notice convening an EGM to be held at 14/F., Printing House, 6 Duddell Street, Central, Hong Kong on Friday, 27 May 2005 at 11:00 a.m. is set out on pages 5 to 6 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, at Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for the 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 in person at the EGM should you so wish.

This circular will remain on the GEM website on the “Latest Company Announcements” page for at least 7 days from the day of its posting.

3 May 2005

* for identification purpose only

CHARACTERISTICS OF GEM

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination of GEM is publication on the Internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to-date information of GEM-listed issuers.

DEFINITIONS

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

“Board”	the board of Directors
“Change of Name”	the proposed change of the name of the Company from
	“Vaso Digital International Holdings Limited” to
	“China Photar Electronics Group Limited中國豐達電
	子集團有限公司”
“Company”	Vaso Digital International Holdings Limited, a
	company incorporated in the Cayman Islands with
	limited liability, the issued Shares of which are listed
	on GEM
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to
	be held at 14/F., Printing House, 6 Duddell Street,
	Central, Hong Kong on Friday, 27 May 2005 at
	11:00 a.m. (or such adjournment thereof), to consider
	and, if thought fit, approve the Change of Name, a
	notice of which is set out on pages 5 to 6 of this circular
“GEM”	The Growth Enterprise Market of the Stock Exchange
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Shareholder(s)”	holder(s) of the Share(s)
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital
	of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.

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LETTER FROM THE BOARD

VASO DIGITAL INTERNATIONAL HOLDINGS LIMITED 華索國際控股有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8220)

Executive Directors: Mr. Yasukawa Yoshihiro Mr. Lee Chun Piu Ms. Wang Li Hua

Independent non-executive Directors: Mr. Guo Qing Mr. Liu Feng Ms. Guo Wen Hong

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman British West Indies

Head office and principal place of business in Hong Kong: Unit 4 4th Floor Nan Fung Commercial Centre 19 Lam Lok Street Kowloon Bay Kowloon Hong Kong 3 May 2005

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

The Board announced on 12 April 2005 that it proposes to change the name of the Company from “Vaso Digital International Holdings Limited” to “China Photar Electronics Group Limited 中國豐達電子集團有限公司 ”. The proposed Change of Name is subject to the passing of a special resolution at the EGM by the Shareholders and the approval by the Registrar of Companies in the Cayman Islands of the Change of Name.

The purpose of this circular is to provide you with details of the Change of Name and to set out the notice convening the EGM at which a special resolution will be proposed to consider and, if thought fit, approve the Change of Name.

* for identification purpose only

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LETTER FROM THE BOARD

REASON FOR CHANGE OF COMPANY NAME

On 23 February 2005, the former controlling Shareholders entered into a sale and purchase agreement with Modern China Holdings Limited for the sale of, among other matters, 79.75% of the issued share capital of the Company. In order to reflect the change in control and management of the Company, the Board proposes to change the Company’s name from “Vaso Digital International Holdings Limited” to “China Photar Electronics Group Limited 中國豐達電子集團有限公司 ”.

Details of the acquisition by Modern China Holdings Limited of the Company’s controlling interest are set out in a joint announcement of the Company and Modern China Holdings Limited dated 1 March 2005.

The Board considers that the Change of Name is in the interests of the Company and the Shareholders as a whole.

CONDITIONS

The Change of Name will be subject to:

• (i) the passing by the Shareholders of a special resolution approving the Change of Name at the EGM; and

• (ii) the approval by the Registrar of Companies in the Cayman Islands of the Change of Name.

The Change of Name, if approved by the Registrar of Companies in the Cayman Islands, shall take effect from the date on which the special resolution approving the Change of Name is duly passed. It is expected that the certificate of incorporation on the Change of Name will be issued by the Registrar of Companies in the Cayman Islands within 7 days after the passing of the special resolution approving the Change of Name. Upon the Change of Name taking effect and the receipt of the certificate of incorporation on the Change of Name, the Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong. Subject to the Change of Name becoming effective, the English and Chinese stock short names of the Company will be changed to “China Photar” and “中國豐達 ” respectively.

A further announcement will be made when the Change of Name becomes effective and unconditional and on the adoption of the new stock short names for trading in the Shares.

TRADING AND DEALINGS ARRANGEMENTS

The Change of Name will not affect any of the rights of any Shareholders. All existing share certificates in issue bearing the present name of the Company will, after the Change of Name, continue to be effective as documents of title to the Shares and be valid for trading, settlement and registration purposes. As such, there will not be any

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LETTER FROM THE BOARD

arrangement for free exchange of existing share certificates for new share certificates under the new name. Once the Change of Name becomes effective, any issue of share certificates will be issued in the new name of the Company.

EGM

A notice convening the EGM to be held at 14/F., Printing House, 6 Duddell Street, Central, Hong Kong on Friday, 27 May 2005 at 11:00 a.m. is set out on pages 5 to 6 of this circular.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to read the notice, complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, at Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting (as the case may be) should you so wish.

RECOMMENDATION

The Board considers that the Change of Name is in the interests of the Company and the Shareholders as a whole and accordingly recommends all Shareholders to vote in favour of the special resolution in relation to the Change of Name to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

Yours faithfully, By order of the Board

Vaso Digital International Holdings Limited

Yasukawa Yoshihiro

Chairman

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NOTICE OF EGM

VASO DIGITAL INTERNATIONAL HOLDINGS LIMITED 華索國際控股有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8220)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will be held at 14/F., Printing House, 6 Duddell Street, Central, Hong Kong on Friday, 27 May 2005 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the name of the Company be and is hereby changed from “Vaso Digital International Holdings Limited” to “China Photar Electronics Group Limited 中國豐達電子集團有限公司” and any one of the directors of the Company be and is hereby authorised to do all such acts and things and execute all documents he/she considers necessary or expedient to give effect to the change of name of the Company.”

By order of the Board Vaso Digital International Holdings Limited Yasukawa Yoshihiro Chairman

Hong Kong, 3 May 2005

Registered office: Head office and principal place Century Yard of business in Hong Kong: Cricket Square Unit 4 Hutchins Drive 4th Floor P.O. Box 2681 GT Nan Fung Commercial Centre George Town 19 Lam Lok Street Grand Cayman Kowloon Bay British West Indies Kowloon Hong Kong

* for identification purpose only

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NOTICE OF EGM

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of the Company, vote in his stead. A member who is the holder of two or more shares may appoint more than one proxy to represent him to vote on his behalf at the above meeting. A proxy need not be a member of the Company, but must be present in person to represent the member.

2. A form of proxy for use at the extraordinary general meeting is enclosed. In order for it to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited 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, at the offices of the branch share registrar of the Company in Hong Kong, at Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish.

3. In the case of joint holders of shares, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the 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 shares shall alone be entitled to vote in respect thereof.

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