Bingo Group Holdings Limited — Proxy Solicitation & Information Statement 2007

Sep 6, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about 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 China Photar Electronics Group Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 loss 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

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, REFRESHMENT OF THE SHARE OPTION SCHEME LIMIT AND CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the extraordinary general meeting of the Company to be held at Suite 5601, The Center, 99 Queen’s Road Central, Hong Kong on Tuesday, 2 October 2007 at 3:00 p.m. (the “EGM”) is set out on pages 11 to 15 of this circular. A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy and return the same to the Company’s Hong Kong branch share registrar, Tricor 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 but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish.

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 inconsistency.

7 September 2007

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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. GEM-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 on GEM-listed issuers.

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CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Accompanying document: Proxy form

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DEFINITIONS

In the circular, the following expressions have the meanings set out below unless the context otherwise requires.

“Articles of Association” the articles of association of the Company “Board” the board of Directors “Company” China Photar Electronics Group Limited, a company incorporated in the Cayman Islands with limited liability, the 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 Suite 5601, The Center, 99 Queen’s Road Central, Hong Kong on Tuesday, 2 October 2007 at 3:00 p.m. or any adjournment thereof “GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “Hong Kong” The Hong Kong Special Administrative Region of the People’s Republic of China “Latest Practicable Date” 5 September 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Registrar” the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Center, 28 Queen’s Road East, Hong Kong “Repurchase Mandate” the general mandate to be granted to the Directors to exercise the powers of the Company to repurchase Shares during the period as set out in the Repurchase Resolution up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the Repurchase Resolution

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DEFINITIONS

“Repurchase Resolution”	the proposed ordinary resolution in the terms set out in resolution
	no. 2 of the notice of the EGM
“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 19 October
	2002
“Share(s)”	share(s) of HK$0.01 each in the capital of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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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. Yong Wai Hong Mr. Lee Pin Yeow

Independent non-executive Directors: Mr. Chan Cheong Yee Mr. Lam Kwok Ho Ms. Tsang Fung Chu

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

Head office and principal place of business in Hong Kong: Suite 5601 The Centre 99 Queen’s Road Central Hong Kong

7 September 2007

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, REFRESHMENT OF THE SHARE OPTION SCHEME LIMIT AND CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

At the EGM, resolutions will be proposed to, among other things, (i) to grant to the Directors general mandates to allot or issue new Shares, to repurchase Shares and to extend the general mandate to the Directors to issue Shares by adding the number of Shares that may be repurchased by the Company, (ii) to refresh the 10% limit of the Share Option Scheme, and (iii) to change the name of the Company. The purpose of this circular is to provide you with further particulars of the above proposals in accordance with the requirements under the GEM Listing Rules, and the notice of the EGM.

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LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES

At the EGM, an ordinary resolution will be proposed in the terms set out in resolution no. 1 in the notice of the EGM whereby if passed, the Directors will be given a general and unconditional mandate to allot or issue new Shares, representing up to 20% of the aggregate nominal amount of the share capital of the Company in issue as on the date of passing such resolution.

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,437,432,000 Shares. Subject to passing of the resolution no. 1 in the notice of the EGM and on the basis that no further Shares are issued or repurchased prior to the EGM, the Company will be allowed to issue a maximum of 487,486,400 Shares under this general mandate.

In addition, subject to passing of the Repurchase Resolution, an ordinary resolution will be proposed in the terms set out in resolution no. 3 in the notice of the EGM whereby if passed, the aggregate nominal amount of any share of the Company repurchased by the Company pursuant to the authority granted to the Directors under the Repurchase Resolution shall be added to the aggregate nominal amount of share capital that may be allotted or agreed to be allotted by the Directors pursuant to resolution no. 1 in the notice of the EGM provided that the amount of share capital repurchased by the Company shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution.

The Board considers that the grant of the general mandate to the Directors to allot or issue new Shares pursuant to resolution no. 1 in the notice of the EGM will enable to the Directors to capture any fund raising and/or corporate development opportunities by way of issuance of new Shares and/or securities which carry rights to subscribe for, or are convertible into, Shares.

3. GENERAL MANDATE TO REPURCHASE SHARES

At the EGM, the Repurchase Resolution will be proposed that the Directors be granted the Repurchase Mandate to repurchase Shares, representing up to 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution. The Repurchase Mandate will allow the Company to make purchases only during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by its Articles of Association or any applicable law; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company (the “Relevant Period”).

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,437,432,000 Shares. Subject to passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the EGM, the Company will be allowed to repurchase a maximum of 243,743,200 Shares under the Repurchase Mandate.

An explanatory statement as required under the GEM Listing Rules is attached herewith to provide the requisite information to you to make an informed decision in relation to the Repurchase Resolution.

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LETTER FROM THE BOARD

4. PROPOSED REFRESHMENT OF THE 10 PER CENT LIMIT UNDER THE SHARE OPTION SCHEME

The Company may grant options under the Share Option Scheme that was adopted on 19 October 2002 (the “Adoption Date”) to subscribe for up to 10 per cent of the issued share capital of the Company as at the Adoption Date. The Company had no other share option scheme other than the Share Option Scheme as at the Latest Practicable Date.

The 10 per cent limit imposed under the rules of the Share Option Scheme on the maximum number of Shares to be issued upon the exercise of all options which may be granted under the Share Option Scheme (the “Scheme Mandate Limit”) has never been refreshed since the Adoption Date. At present, the maximum number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme is 52,000,000 Shares, representing 10 per cent of the Shares then in issue as at the Adoption Date of 520,000,000 Shares.

No option has been granted by the Company since the Adoption Date.

Following the subscription of shares of the Company by Emcom Limited and Smart Step Holdings Limited completed on 31 July 2007, the total number of Shares in issue has been increased to 2,437,432,000. Unless the Scheme Mandate Limit is refreshed, the maximum number of Shares to be issued under the options that may be granted under the Share Option Scheme represents only approximately 2.1% of the total number of Shares in issue as at the Latest Practicable Date. The purpose of the Share Option Scheme is to provide incentive or reward to eligible persons for their contribution to, and continuing efforts to promote the interests of, the Company and to facilitate the Company to recruit and retain high-calibre employees and attract human resources that are valuable to the Company. In order to provide the Company with more flexibility in granting share options to eligible person under the Share Option Scheme, the Board proposes to “refresh” the Scheme Mandate Limited to 10 per cent of the number of Shares in issue as at the date of approval of such refreshed Scheme Mandate Limit (the “Refreshed Limit”) provided that (i) the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as “refreshed” shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of the resolution; and (ii) options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the 10 per cent limit to be “refreshed”.

The proposed resolution is set out as Ordinary Resolution no. 4 in the notice of the EGM.

Pursuant to the GEM Listing Rules, the Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company at any time will not exceed 30 per cent of the Shares in issue from time to time. No options shall be granted under any scheme(s) of the Company or any of its subsidiaries if such grant will result in the 30 per cent limit being exceeded.

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LETTER FROM THE BOARD

On the basis of 2,437,432,000 Shares in issue as at the Latest Practicable Date, and assuming no further Shares will be issued or repurchased by the Company on or before the date of the EGM, the maximum number of Shares which may fall to be issued upon exercise of all options that may be granted by the Company under the Refreshed Limit would be 243,743,200 Shares.

Application will be made to the Stock Exchange for approval of the listing of, and permission to deal in, the new Shares, representing a maximum of 10 per cent of the Shares in issue as at the date of passing of the ordinary resolution for the Refreshed Limit, which may be issued upon exercise of options granted under the Refreshed Limit.

5. PROPOSED CHANGE OF COMPANY NAME

At the extraordinary general meeting of the Company held on 27 July 2007, the special resolution to change the name of the Company to “Emcom International Limited 帝國通訊科技有限公司” was duly approved by the Shareholders to reflect the change in the controlling shareholder of the Company following the subscription of 1,620 million Shares by Emcom Limited. However, as the Chinese name 帝國通訊科技有限公司 was rejected by the Registrar of Companies in the Cayman Islands, the special resolution previously approved in respect of the new Company name in both English and Chinese was not accepted by the Registrar of Companies in the Cayman Islands for the purpose of effecting the change of the Company name. Accordingly, a special resolution will be proposed at the EGM approving the change of the name of the Company to “Emcom International Limited”. The Board has resolved to adopt the name of the Company in Chinese “帝國通訊科技有限公司” for identification purposes only.

Upon the change of Company name becoming effective, all existing share certificates bearing the current name of China Photar Electronics Group Limited 中國豐達電子集團有限公司 will continue to be evidence of title to the Shares and will continue to be valid for trading, settlement and registration purposes and the rights of the Shareholders will not be affected as a result of the change of Company name. Accordingly, there will not be any arrangement for an exchange of existing share certificates of the Company for new share certificates bearing the Company’s new name. Should the change of Company name become effective, any issue of share certificates thereafter will be in the new company name and the securities of the Company will be traded on the Stock Exchange in the new name.

Further announcement will be made when the change of Company name becomes effective.

6. EXTRAORDINARY GENERAL MEETING

The notice convening the EGM is set out on pages 11 to 15 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy and return it to the Registrar in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish.

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LETTER FROM THE BOARD

7. PROCEDURE FOR DEMANDING A POLL

Pursuant to Article 66 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is required under the GEM Listing Rules or is (before or on the declaration of the result of the show of hands) demanded (i) by the chairman of the meeting; or (ii) by at least three (3) members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or (iii) by any member or members present in person (or in the case of a member 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 the members having the right to vote at the meeting; or (iv) by a member or members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy and holding Shares conferring a right to vote at the meeting 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 the Shares conferring that right.

8. RECOMMENDATION

The Directors believe that the resolutions as set out in the notice of the EGM are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all such resolutions.

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with 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:

• (a) the information contained in this document is accurate and complete in all material respects and not misleading;

• (b) there are no other matters the omission of which would make any statement in this circular misleading; and

• (c) 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,

For and on behalf of the Board

Yong Wai Hong

Chairman and Chief Executive Officer

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EXPLANATORY STATEMENT

APPENDIX

This appendix serves as an explanatory statement as required pursuant to Rule 13.08 of the GEM Listing Rules to provide the requisite information to the Shareholders to make an informed decision in relation to the Repurchase Resolution proposed at the EGM.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,437,432,000 Shares. Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the EGM, the Company will be allowed to repurchase a maximum of 243,743,200 Shares, representing 10% of the issued share capital of the Company.

2. REASON FOR REPURCHASE

The Directors believe that the grant of the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share.

The Repurchase Mandate will only be exercised when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole. The Directors have no present intention to repurchase any Shares.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with its Articles of Association, the laws of the Cayman Islands and the GEM Listing Rules. The laws of the Cayman Islands provide that the amount of capital paid in connection with a repurchase of Shares may only be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the laws of the Cayman Islands. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Shares are repurchased in the manner provided for in the laws of the Cayman Islands. The Company will not purchase the Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the financial position of the Company as at 31 March 2007 (being the date of its latest published audited consolidated accounts) in the event that the repurchase of Shares were to be carried out in full at any time during the Relevant Period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX

4. SHARE PRICES

The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve months preceding the Latest Practicable Date are as follows:

	Highest	Lowest
	HK$	HK$
2006
September	0.260	0.150
October	0.229	0.229
November	0.240	0.180
December	0.230	0.120
2007
January	0.168	0.140
February	0.235	0.120
March	0.179	0.133
April	0.180	0.150
May	0.420	0.170
June	1.000	0.290
July	0.650	0.320
August	0.530	0.250

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make repurchases pursuant to the proposed Repurchase Mandate in accordance with the GEM Listing Rules, the provisions set out in the memorandum of association of the Company and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate in the event that it is approved by the Shareholders at the EGM.

No other connected persons (as defined in the GEM Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so under the Repurchase Mandate in the event that it is approved by the Shareholders at the EGM.

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EXPLANATORY STATEMENT

APPENDIX

6. EFFECT OF THE TAKEOVERS CODE

If on the exercise of the power to repurchase Shares 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 Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the following persons were interested in 10% or more of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full, the interest of such person will increase to approximately the percentage set out in the last column as follows:

			Approximate
			percentage of
			shareholding if the
		Approximate	Repurchase
Name of	Number of	percentage of	Mandate is
Shareholder	Shares held	shareholding	exercised in full
		(%)	(%)
Emcom Limited
(Note)	1,620,000,000	66.46%	73.85%
Smart Step Holdings
Limited_(Note)_	180,000,000	7.39%	8.21%
Note:

The issued share capital of Emcom Limited is beneficially owned as to 75% by Mr. Phang Wah, 15% by Mr. Yong Wai Hong and 10% by Mr. Lee Pin Yeow. Mr. Yong Wai Hong and Mr. Lee Pin Yeow are both executive Directors. The issued share capital of Smart Step Holdings Limited is beneficially and wholly owned by Mr. Lim Yi Shenn. Smart Step Holdings Limited is presumed to be a party acting in concert with Emcom Limited under the Takeovers Code.

The Directors will not repurchase the Shares on GEM if the repurchase would result in the number of the listed securities which are in the hands of the public falling below the relevant minimum prescribed percentage for the Company as required under the GEM Listing Rules.

Based on the shareholding of the Company as at the Latest Practicable Date, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate.

7. SHARE REPURCHASE MADE BY THE COMPANY

No purchase of Shares has been made by the Company in the preceding six months (whether on the Stock Exchange or otherwise) ending on the Latest Practicable Date.

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NOTICE OF THE 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 the extraordinary general meeting of the shareholders of China Photar Electronics Group Limited (the “Company”) will be held at Suite 5601, The Center, 99 Queen’s Road Central, Hong Kong on Tuesday, 2 October 2007 at 3:00 p.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions of the Company:

“THAT

AS ORDINARY RESOLUTIONS

1. (a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company and to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and other securities which carry rights to subscribe for, or are convertible into, shares of the Company) which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

2. (b) the approval in paragraph (a) of this Resolution shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and other securities which carry rights to subscribe for, or are convertible into, shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

3. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the grant or exercise of any option under the share option scheme or any similar arrangement for the time being adopted for the grant or issue to eligible persons prescribed thereunder of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of

4. 11 -

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this Resolution, and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly;

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the date of the passing of this Resolution until whichever is the earliest 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 articles of association of the Company, the Companies Law (Revised) of the Cayman Islands or any other applicable law of the Cayman Islands to be held; and

• (iii) the date on which the authority given to the directors of the Company by this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for share open for a period fixed by the directors of the Company to holders of shares in the Company whose names appear in the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their holdings of such shares or, where appropriate, such securities (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to overseas shareholders or fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside Hong Kong).

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

1. (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to purchase the shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations (as amended from time to time) of the Securities and Futures Commission of Hong Kong, the Stock Exchange or any other stock exchange, the memorandum and articles of association of the Company, the Companies Law (Revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

2. (b) the aggregate nominal amount of the shares of the Company which may be purchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

3. (c) for the purpose of this Resolution:

“Relevant Period” means the period from the date of the passing of this Resolution until whichever is the earliest 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 articles of association of the Company, the Companies Law (Revised) of the Cayman Islands or any other applicable law of the Cayman Islands to be held; and

• (iii) the date on which the authority given to the directors of the Company by this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

• subject to passing of Resolution no. 1 above, the aggregate nominal amount of any share of the Company repurchased by the Company pursuant to the authority granted to the directors of the Company in Resolution no. 2 above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed to be allotted by the directors of the Company pursuant to Resolution no. 1 above provided that the amount of share capital repurchased by the Company shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this Resolution.

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

1. subject to and conditional upon the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, any shares of HK$0.01 each in the capital of the Company (the “Share(s)”) which may fall to be issued pursuant to the exercise of any option under the share option scheme of the Company adopted on 19 October 2002 (the “Share Option Scheme”) and subject further to and in accordance with all applicable laws and the Listing Rules, approval be and is hereby granted to refresh the 10 per cent limit under the Share Option Scheme provided that (i) the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limited as “refreshed” hereby shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution; and (ii) options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the 10 per cent limit as “refreshed” hereby.

2. to re-appoint auditors and to authorize the board of directors to fix their remuneration.

AS SPECIAL RESOLUTION

1. the name of the Company be changed from “China Photar Electronics Group Limited 中 國豐達電子集團有限公司” to “Emcom International Limited” and the directors of the Company be and are hereby authorised for and on behalf of the Company to do all such acts, execute all such documents and deeds as they may in their discretion consider necessary or desirable to carry out the foregoing into effect.”

By order of the Board

Yong Wai Hong

Chairman and Chief Executive Officer

Hong Kong, 7 September 2007

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

• (1) A shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his/her proxy to attend and vote in his/her stead. A proxy need not be a shareholder of the Company.

• (2) A form of proxy for use at the meeting is enclosed. Whether or not you intend to attend the meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon.

• (3) 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 thereof, must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 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 meeting or any adjournment thereof.

• (4) Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (5) Where there are joint holders of any 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/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of such holders 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. Several executors or administrators of a deceased shareholder in whose name any share stands shall for this purpose be deemed joint holders thereof.

As at the date of this notice, the Company’s executive Directors are Mr. Yong Wai Hong and Mr. Lee Pin Yeow and the Company’s independent non-executive Directors are Mr. Chan Cheong Yee, Mr. Lam Kwok Ho and Ms. Tsang Fung Chu.

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