Capital VC Limited — Proxy Solicitation & Information Statement 2006

Aug 31, 2006

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

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SINO KATALYTICS INVESTMENT CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2324)

PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION AND

REVISED NOTICE OF EXTRAORDINARY GENERAL MEETING

Under the revised Appendices 3 and 13 Part B to the Listing Rules, 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. A special resolution will be proposed to amend the Articles to allow the removal of Directors by an ordinary resolution.

The notice of EGM dated 29 August 2006 is revised to accommodate the proposed amendment to the Articles.

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 of association (‘‘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 an extraordinary general meeting (“EGM”) to amend the Articles to allow the removal of directors by an ordinary resolution.

REVISION OF NOTICE OF EGM

Reference is made to an announcement of the Company, together with a notice of an EGM, dated 29 August 2006 relating to the proposed change of auditors of the Company. The notice of the EGM is revised as hereinbelow to accommodate the proposed amendment to the Articles as aforesaid.

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REVISED NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Sino Katalytics Investment Corporation (the “Company”), which has originally been scheduled to be held at Suites 403-404, 4/F., Prince’s Building, 10 Chater Road, Central, Hong Kong on Friday, 15 September 2006 at 2 p.m., is now rescheduled to be held at the same venue on Monday, 25 September 2006 at 5 p.m. , for the purpose 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

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: Suites 403-404 Prince’s Building 10 Chater Road Central, Hong Kong

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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) 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, Tasbury 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.

• (iii) Completion and return of the 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.

As at the date of this announcement, the Board comprises Mr. Chui Tak Keung, Duncan, Mr. Yau Chung Hong and Mr. Chow Ka Wo, Alex as executive directors; Mr. Ma Kwok Keung, Kenneth as non-executive director; and Mr. Lam Kwan, Mr. Chan Ming Sun, Jonathan and Mr. Shiu Siu Tao as independent non-executive directors.

Please also refer to the published version of this announcement in The Standard.

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