Bingo Group Holdings Limited — Proxy Solicitation & Information Statement 2006

May 10, 2006

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 China Photar Electronics Group Limited (the “Company”), you should at once hand this circular 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.

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CHINA PHOTAR ELECTRONICS GROUP LIMITED 中國豐達電子集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8220)

RESIGNATION OF AUDITOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held at Suite 5601, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 26 May 2006 at 10:00 a.m. is set out on page 4 to page 5 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed. Whether or not you are able to attend and vote at the extraordinary general meeting, you are requested to complete and return the enclosed form of proxy to the Company’s branch share registrar in Hong Kong, Tengis Limited, at 26/F, Tesbury Center, 28 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time appointed for holding the extraordinary general meeting or adjournment thereof. 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 adjournment thereof should you so wish.

This circular, for which the directors of the Company (the “Directors”) collectively and individually accept 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 Listing Rules (the “GEM Listing Rules”) for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:– (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This circular will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for seven days from the date of its publication.

The English text of this circular shall prevail over the Chinese text in case of in any inconsistency.

CHARACTERISTICS OF GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

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.

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LETTER FROM THE BOARD

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CHINA PHOTAR ELECTRONICS GROUP LIMITED 中國豐達電子集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8220)

Executive Directors: Mr. Chen Jijin (Chairman) Ms. Huang Menghuai Mr. Zhong Min

Independent non-executive Directors: Mr. Chen Weirong Mr. Lam Hon Kuen Mr. Law Chi Yuen

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: Suite 5601 The Center 99 Queen’s Road Central Hong Kong

10 May 2006

Dear Sir or Madam,

RESIGNATION OF AUDITOR

PROPOSED CHANGE OF AUDITOR

The board of Directors (the “Board”) of the Company proposed to change the auditors of the Company as the Company and HLB Hodgson Impey Cheng (“HLB”), the auditor of the Company, could not reach an agreement on the audit fees for the year ended 31 March 2006.

HLB was re-appointed as auditors of the Company at the last annual general meeting of the Company held on 25 July 2005 to hold office until the conclusion of the next annual general meeting of the Company. The Company received a notice of resignation from HLB in respect of her resignation as auditors of the Company and its subsidiaries with effective from 2 May 2006. In accordance with the articles of association of the Company, if the office of auditors becomes vacant by the resignation of the auditors, the Board shall as soon as practicable convene an extraordinary general meeting to fill the vacancy.

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LETTER FROM THE BOARD

In the notice of resignation, HLB have confirmed that there are no circumstances connected with their resignation which they consider should be brought to the attention of the members or creditors of the Company or its subsidiaries. The Board also confirmed that there are no circumstances in respect of the change of auditors which they consider should be brought to the attention of the shareholders of the Company and HLB has not yet commenced any audit work of the Company for the year ended 31 March 2006.

The Board proposes to appoint CCIF CPA Limited (“CCIF”) as auditors of the Company for the year ended 31 March 2006 to fill the causal vacancy following the resignation of HLB and to hold office until the conclusion of the next annual general meeting of the Company. The appointment of CCIF in place of HLB is subject to approval by the shareholders of the Company at the extraordinary general meeting of the Company to be convened.

EXTRAORDINARY GENERAL MEETING

An ordinary resolution will be proposed at the extraordinary general meeting of the Company to approve the proposed change of auditors of the Company. None of the shareholders of the Company are required to abstain from voting at the extraordinary general meeting of the Company. The extraordinary general meeting of the Company is to be held at Suite 5601, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 26 May 2006 at 10:00 a.m. The notice of the extraordinary general meeting is set on page 4 to page 5 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, you are requested to complete and return the enclosed form of proxy to the Company’s branch share registrar in Hong Kong, Tengis Limited at 26/F, Tesbury Center, 28 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof. 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 adjournment thereof should you so wish.

RIGHT TO DEMAND A POLL

Pursuant to the Articles of Association of the Company, a resolution put to the vote of the general meeting shall be decided on a show of hands unless a poll is (before or after any vote by show of hands) demanded:

• (a) by chairman of the meeting;

• (b) by at least three shareholders present in person or by proxy for the time being entitled to vote at the meeting;

• (c) by any shareholder or shareholders (including proxy) who, alone or together, representing one-tenth or more of the total voting rights of all shareholders having the right to vote at the meeting; or

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LETTER FROM THE BOARD

• (d) by any shareholder or shareholders (including proxy) who, alone or together, holding shares in the Company conferring a right to vote at the meeting being shares on which 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.

RECOMMENDATION

The Board is of the opinion that the nomination of appointment of CCIF as auditors of the Company for the year ended 31 March 2006 is in the best interests of the Company and recommends you to vote in favour of the resolution to the proposed at the extraordinary general meeting of the Company.

Yours faithfully For and on behalf of the Board China Photar Electronics Group Limited Chen Jijin Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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CHINA PHOTAR ELECTRONICS GROUP LIMITED 中國豐達電子集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8220)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of China Photar Electronics Group Limited (the “Company”) will be held at Suite 5601, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 26 May 2006 at 10:00 a.m. (or an adjournment thereof) for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution:

AS ORDINARY RESOLUTION OF THE COMPANY:

“ THAT CCIF CPA Limited be appointed as the auditors of the Company for the year ended 31 March 2006 to fill the casual vacancy following the resignation of Messrs. HLB Hodgson Impey Cheng and to hold office until the close of the next Annual General Meeting at a fee to be agreed with the Directors”.

By order of the Board of China Photar Electronics Group Limited Chen Jijin Chairman

Hong Kong, 10 May 2006

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: Suite 5601 The Center 99 Queen’s Road Central Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Any member entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and, vote instead of him. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at branch share registrar of the Company in Hong Kong, Tengis Limited at 26/F, Tesbury Center, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for the holding of the meeting or any adjournment(s) thereof.

3. Where there are joint holders of a share of the Company, 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 holders be present at the meeting personally or by proxy, that one of such holders 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.

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