Capital VC Limited — Proxy Solicitation & Information Statement 2006

Sep 1, 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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sino Katalytics Investment Corporation (“Company”), 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 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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SINO KATALYTICS INVESTMENT CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2324)

PROPOSED CHANGE OF AUDITORS PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting (“EGM”) of the Company to be held at Suites 403-404, 4/F., Prince’s Building, 10 Chater Road, Central, Hong Kong on Monday, 25 September 2006 at 5 p.m. is set out on page 4 of this circular. Whether or not you intend to attend and vote at the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tengis Limited, at 26/F, 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 EGM or any adjournment thereof. 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 should you so wish.

31 August 2006

LETTER FROM THE BOARD

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SINO KATALYTICS INVESTMENT CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2324)

Executive Directors:

Mr. Chui Tak Keung, Duncan Mr. Yau Chung Hong Mr. Chow Ka Wo, Alex

Non-executive Director:

Mr. Ma Kwok Keung, Kenneth

Registered office:

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

Independent Non-executive Directors:

Mr. Lam Kwan

Mr. Chan Ming Sun, Jonathan

Mr. Shiu Siu Tao

Head office and principal place of business in Hong Kong: Suites 403-404 Prince’s Building 10 Chater Road Central, Hong Kong

31 August 2006

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF AUDITORS PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the shareholders of the Company (“Shareholders”) with (i) further information on the proposed change of auditors and the proposed amendment to the Articles of Association (“Articles”) of the Company; and (ii) the notice of the extraordinary general meeting (“EGM”) to be held on Monday, 25 September 2006 for the purposes of considering and, if thought fit, approving the appointment of the new auditors of the Company and the amendment to the Articles.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF AUDITORS

As no consensus could be reached between the Company and its auditors, BDO McCabe Lo Limited (“BDO”) with regard to the audit fees, BDO resigned as auditors of the Company on 28 August 2006. The board of directors of the Company (“Board”) proposes to appoint ShineWing (HK) CPA Limited (“ShineWing”) as the Company’s auditors for the financial year ended 30 June 2006 to fill the vacancy following the resignation of BDO and to hold office until the conclusion of the next annual general meeting of the Company. The appointment of ShineWing is subject to the approval of the Shareholders at the EGM.

Both the Board and the audit committee (“Audit Committee”) of the Company confirmed with BDO that there is no disagreement between the Company and BDO, and there are no circumstances connected with BDO’s resignation that the Board and the Audit Committee considered should be brought to the attention of the Shareholders. No audit work on the financial results of the Company for the financial year ended 30 June 2006 has yet been commenced by BDO.

PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION

As announced by The Stock Exchange of Hong Kong Limited (“Stock Exchange”) in its press release dated 17 February 2006, the Rules (“Listing Rules”) Governing the Listing of Securities on the Stock Exchange have been revised. Under the revised Appendices 3 and 13 Part B to the Listing Rules, which came into effect on 1 March 2006, a listed issuer shall have the power by ordinary resolution (instead of special resolution) in general meeting to remove a director before the expiration of his period of office. Under the Company’s existing Articles, the Company only has power to remove a director by the passing of a special resolution. Hence, a special resolution will be proposed at the EGM to amend the Articles to allow the removal of directors by an ordinary resolution.

The proposed amendment to the Articles is subject to the approval of the Shareholders by way of a special resolution to be proposed at the EGM. Shareholders should refer to the special resolution as set out in the notice of the EGM in this circular for the details of the proposed amendment.

EGM

The notice of the EGM is set out on page 4 of this circular. A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend and vote at the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tengis Limited, at 26/F, Tasbury 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 EGM or any adjournment thereof. 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 should you so wish.

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LETTER FROM THE BOARD

PROCEDURE BY WHICH A POLL MAY BE DEMANDED

Under article 66 of the Company’s articles of association, a resolution put to the vote of a general meeting shall be decided upon by a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (1) by the chairman of such meeting; or

• (2) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or

• (3) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (4) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy and holding Shares in the Company 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 Shares conferring that right.

A demand by a person as proxy for a Shareholder or in the case of a Shareholder being a corporation by its duly authorized representative shall be deemed to be the same as a demand by a Shareholder.

Under article 72 of the Company’s articles of association, a Shareholder entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

RECOMMENDATIONS

Having considered the circumstances set out herein, the Board considers that both the proposed ordinary resolution for the change of auditors and the proposed special resolution for amendment to the Articles are fair and reasonable and are in the best interest of the Company and accordingly recommends all shareholders to vote in favour of both resolutions at the EGM.

By Order of the Board Chui Tak Keung, Duncan

Executive Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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SINO KATALYTICS INVESTMENT CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2324)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Sino Katalytics Investment Corporation (the “Company”) will be held at Suites 403-404, 4/F., Prince’s Building, 10 Chater Road, Central, Hong Kong on Monday, 25 September 2006 at 5 p.m., for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions:

AS ORDINARY RESOLUTION

1. “ THAT ShineWing (HK) CPA Limited, be and are hereby appointed as auditors of the Company to fill the vacancy following the resignation of BDO McCabe Lo Limited and to hold office until the conclusion of the next annual general meeting of the Company and that the board of directors of the Company be authorized to fix their remuneration.”

AS SPECIAL RESOLUTION

1. “ THAT the existing articles of association of the Company be and are hereby amended by deleting the words ‘special resolution’ in Article 87(5) and substituting therefor with the words ‘ordinary resolution’.”

By Order of the Board Chui Tak Keung, Duncan Executive Director

Hong Kong, 31 August 2006

Notes:

• (i) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint a proxy or proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

• (ii) A form of proxy for use at the meeting is enclosed herewith.

• (iii) To be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited with the Company’s Hong Kong Branch Registrars, Tengis Ltd., at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong no later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• (iv) Completion and return of the accompanying form of proxy will not preclude members of the Company from attending and voting in person at the meeting or any adjournment thereof should they so wish.

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