Capital VC Limited — Proxy Solicitation & Information Statement 2009

Sep 15, 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.

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德泰中華投資有限公司 SINO KATALYTICS INVESTMENT CORPORATION (Incorporated in the Cayman Islands with limited liability) (Stock Code: 02324)

NOTICE OF THE 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 Suite 802, 8th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong at 10:00 a.m. on Friday, 2 October 2009, or any adjournment thereof, for the purpose of considering, and if thought fit, passing, with or without modifications, the following resolutions (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 16 September 2009 (the “ Circular ”) relating to, among other things, granting of the specific mandate to the board of directors of the Company (the “ Board ”) to issue new Shares and the increase in the authorised share capital of the Company):

AS ORDINARY RESOLUTIONS

1. “ THAT , the Board is granted, during the Relevant Period (as defined below), an unconditional specific mandate to issue new Shares under the following terms and conditions be hereby approved, ratified and confirmed:

2. (1) conditional upon the obtaining of the approval from the Shareholders for resolution no.2, to issue not more than 1,742,177,822 new Shares, by way of non-public offering, to a number of professional or institutional investors as determined by the Board, to determine the exact number of new Shares to be issued and the subscription price of those new Shares (which should not be less than HK$0.185 per Share) and the respective terms and conditions of such subscriptions, and appoint placing agent(s) as the Board may deem appropriate and determine the respective terms and condition for the respective placing arrangement(s); and

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• (2) to do or cause to be done all acts, matters or things and to sign and deliver or cause to be signed or delivered all agreements, deeds, documents, instruments, forms and certificates as it considers necessary, desirable or appropriate in order to effectuate, carry out and consummate, or relating to, the transactions contemplated under the Specific Mandate, and to otherwise perform or give effect to the transactions and obligations contemplated by and under the Specific Mandate and the compliance by the Company with the Company’s obligations and covenants agreed therein.

and for the purpose of the Specific Mandate:

“ Relevant Period ” means the period from the passing of the ordinary resolutions granting the Specific Mandate and the increase in the authorised share capital of the Company at the EGM until the earlier of:

• (a) the expiration of the 6-month period following the passing of the ordinary resolution; or

• (b) the date on which the Specific Mandate is revoked or varied by an ordinary resolution of the Shareholders in a shareholders’ general meeting.

• “THAT , the increase in the authorised share capital of the Company from HK$100,000,000 divided into 1,000,000,000 Shares to HK$200,000,000 divided into 2,000,000,000 Shares, by the creation of an additional 1,000,000,000 unissued Shares be hereby approved, ratified and confirmed and that the Directors are authorized to do or cause to be done all acts, matters or things and to sign and deliver or cause to be signed or delivered all agreements, deeds, documents, instruments, forms and certificates as it considers necessary, desirable or appropriate in order to effectuate, carry out and consummate, or relating to, the transactions contemplated in relation to the increase in the authorized share capital of the Company, and to otherwise perform or give effect to the transactions and obligations contemplated by and relating to the increase in the authorized share capital of the Company and the compliance by the Company with the Company’s obligations and covenants agreed therein.

By order of the Board Chui Tak Keung, Duncan Chairman

Hong Kong, 16 September 2009

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Notes:

1. 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.

2. 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 Registrar, Tricor 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.

3. 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.

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

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