Bingo Group Holdings Limited — Proxy Solicitation & Information Statement 2009

Jul 19, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

==> picture [71 x 66] intentionally omitted <==

EMCOM INTErNaTIONaL LIMITEd 帝通國際有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8220)

NOTICE OF ExTraOrdINary GENEraL MEETING

NOTICE IS HErEBy GIVEN that an extraordinary general meeting (the “ Meeting ”) of Emcom International Limited (the “ Company ”) will be held at 30th Floor, Times Media Centre, 133 Wan Chai Road, Hong Kong on Wednesday, 5 August 2009 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without amendments as ordinary resolutions of the Company:

OrdINary rESOLUTIONS

1. “ THaT

2. (a) the conditional sale and purchase agreement (the “ agreement ”) dated 27 May 2009 (as supplemented by any supplemental agreements, if any) entered into among the Company as purchaser and Beglobal Investments Limited (the “ First Vendor ”) as first vendor and Ryoden Property Development Company Limited (the “ Second Vendor ”, together with the First Vendor as the “ Vendors ”) as second vendor in relation to, among other matters, the sale and purchase of 2 shares (the “ Sale Shares ”) of US$1.00 each in the issued share capital of the Harvest Yield Investments Limited (the “ Target Company ”), representing the entire issued share capital of the Target Company, and all such amounts (the “ Sale debts ”) equal to the entirety of the face value of the loans outstanding as at the date of completion of the Agreement made by the Vendors to the Target Company (a copy of which is marked “A” and produced to the Meeting and signed by the chairman of the Meeting for identification purpose) and the transactions contemplated thereunder be and is hereby ratified, confirmed and approved and any directors of the Company (the “ directors ”) be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient in connection with or for the implementation of and giving effect to the Agreement and the transactions contemplated thereunder;

3. For identification purpose only

4. 1 -

5. (b) subject to the terms and conditions of the Agreement, the allotment and issue of 1,500,000,000 ordinary shares (the “ Consideration Shares ” and each a “ Consideration Share ”) of HK$0.01 each in the share capital of the Company credited as fully paid at an issue price of HK$0.05 per Consideration Shares to the Vendors pursuant to the Agreement (including but not limited to the allotment and issue of 600,000,000 Consideration Shares to be allotted and issued as non-refundable deposit of HK$30 million) and the transactions contemplated thereunder be and are hereby approved and confirmed and any Director be and is hereby authorised to allot and issue the Consideration Shares in accordance with the terms of the Agreement and to take all steps necessary, desirable or expedient in his/her opinion to implement or to give effect to the allotment and issue of the Consideration Shares;

6. (c) subject to the terms and conditions of the Agreement, the issue of the convertible bonds (the “ Convertible Bonds ”) in the principal amount of HK$78,000,000 (subject to the adjustment to the consideration under the Agreement) by the Company to the Vendors in accordance with the terms and conditions of the Agreement and the transactions contemplated thereunder be and are hereby approved and confirmed and any Director be and is hereby authorised to take all steps necessary, desirable or expedient in his/her opinion to implement or to give effect to the issue of ordinary shares (the “ Conversion Shares ”) of HK$0.01 each in the share capital of the Company of which may fall to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bonds.”

7. “ THaT subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the issued ordinary shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below:

8. (a) with effect from the first business day immediately following the date on which this resolution is passed, being a day on which shares are traded on the Stock Exchange, every two issued and unissued ordinary shares (each a “ Share ”) of HK$0.01 each in the ordinary share capital of the Company be consolidated into one share of HK$0.02 (each a “ Consolidated Share ”), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company;

9. (b) all fractions of the Consolidated Shares to which holders of issued shares of HK$0.01 each in the ordinary share capital of the Company would otherwise be entitled to be aggregated, sold and retained for the benefit of the Company; and

10. 2 -

11. (c) the Directors be and are generally authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangements.”

By order of the Board Emcom International Limited Chan Cheong yee Executive Director

Hong Kong, 20 July 2009

Registered office: Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: 30th Floor, Times Media Centre No. 133 Wan Chai Road Hong Kong

Notes:

1. Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies. to attend and, in the event of a poll, vote in his/her stead. A proxy needs not be a member of the Company.

2. In order to be valid, the form of proxy must be duly lodged at the Company’s branch registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Center, 28 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is duly signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or any adjourned meeting.

3. 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, and in such event, the form of proxy shall be deemed to be revoked.

4. 3 -

As at the date of this announcement, the Company’s executive Directors are Mr. Lam Kwok Ho and Mr. Chan Cheong Yee and the Company’s independent non-executive Directors are Ms. Tsang Fung Chu, Mr. Wong Chi Keung Patrick and Mr. Chong Lee Chang.

This announcement, for which the Directors collectively and individually accept 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:– (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 announcement will remain on the “Latest Company Announcements” page of the GEM website (www.hkgem.com) for at least 7 days from its date of publication and on the website of the Company at www.emcominternational.com.

• 4 -