Capital VC Limited — Proxy Solicitation & Information Statement 2009

Jan 22, 2009

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.

Hong Kong Exchanges and Clearing Limited and 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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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)

(I) PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE AND (II) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting (“EGM”) of the Company to be held at Suite 802, 8th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Friday, 13 February 2009 at 10:00 a. m. is set out on pages 12 to 13 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, Tricor 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.

23 January 2009

CONTENTS

Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Expected Timetable of Share Consolidation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Letter from the Board
(I) Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
(II) The Share Consolidation and change in board lot size . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
(III) General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
(IV) EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
(V) Procedure for voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
(VI) Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Announcement”	announcement of the Company dated 15 January 2009 in relation
	to the Placing, proposed Share Consolidation and change in board
	lot size
“Board”	the board of Directors
“Company”	Sino Katalytics Investment Corporation, a company incorporated
	in the Cayman Islands with limited liability, whose Shares are
	listed on the main board of the Stock Exchange
“Consolidated Shares”	ordinary shares of HK$0.10 each in the share capital of the
	Company after the Share Consolidation becoming effective
“Director(s)”	the director(s) of the Company
“EGM”	general meeting of the Company to be held on 13 February 2009
	to approve the Share Consolidation
“Group”	the Company and its subsidiaries
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	21 January 2009, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained in this circular
“Listing Committee”	The Listing Committee of the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Placing”	placing of 184,850,000 new Shares at a price of HK$0.045 per
	Share according to the placing agreement entered into between
	Guoyuan Securities Brokerage (Hong Kong) Limited and the
	Company on 13 January 2009
“PRC”	The People’s Republic of China
“Share(s)”	ordinary share(s) of HK$0.02 each in the issued share capital of
	the Company
“Share Consolidation”	the proposed consolidation of every five (5) Shares into one (1)
	Consolidated Share

1

DEFINITIONS

“Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “%” per cent

2

EXPECTED TIMETABLE OF SHARE CONSOLIDATION

Set out below is an indicative timetable for the implementation of the Share Consolidation. Shareholders are reminded that the timetable is indicative only and is subject to change. The Company will notify Shareholders on any change to the expected timetable as and when appropriate.

		2009
Event	Time/Day	Date
Latest time for lodging form of proxy to the EGM	10:00 a.m. Wednesday	11 February
EGM	10:00 a.m. Friday	13 February
Announcement of results of the EGM	Friday	13 February
Effective date for the Share Consolidation	Monday	16 February
Free exchange of existing certificates for
new Share certificates commences	Monday	16 February
Original counter for trading in Shares in board lot of
50,000 Shares temporarily closes	9:30 a.m. Monday	16 February
Temporary counter for trading in the Consolidated Shares
in board lot of 10,000 Consolidated Shares
(in the form of existing Share certificates) opens	9:30 a.m. Monday	16 February
Original counter for trading in the Consolidated Shares
in new board lot of 10,000 Consolidated Shares
(in the form of new Share certificates) re-opens	9:30 a.m. Monday	2 March
Parallel trading in Consolidated Shares
in the form of new Share certificates and
existing Share certificates commences	9:30 a.m. Monday	2 March
Designated broker starts to stand in the market
to provide matching of 10,000 Consolidated Shares
(in the form of existing Share certificates)	Monday	2 March
Temporary counter for trading in the Consolidated Shares
in board lot of 10,000 Consolidated Shares
(in the form of existing Share certificates) closes	4:10 p.m. Friday	20 March
Parallel trading in Consolidated Shares
in the form of new Share certificates and
existing Share certificates closes	4:10 p.m. Friday	20 March

3

EXPECTED TIMETABLE OF SHARE CONSOLIDATION

		2009
Event	Time/Day	Date
Designated broker ceases to stand in the market to provide
matching services for odd lots of Consolidated Shares	4:10 p.m. Friday	20 March
Free exchange of existing Share certificates
for new Share certificates ends	4:00 p.m Wednesday	25 March

Note: All time and dates refer to Hong Kong local time and dates.

4

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Chui Tak Keung, Duncan (Chairman) Mr. Yau Chung Hong Mr. Chow Ka Wo, Alex

Non-executive Director: Mr. Ma Kwok Keung, Kenneth

Independent non-executive Directors: Mr. Lam Kwan Mr. Chan Ming Sun, Jonathan Mr. Shiu Siu Tao

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 Suite 802, 8th Floor Harcourt House 39 Gloucester Road Wanchai, Hong Kong

23 January 2009

To the Shareholders

Dear Sir or Madam,

(I) PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE AND (II) NOTICE OF EXTRAORDINARY GENERAL MEETING

(I) INTRODUCTION

We refer to the announcement of the Company dated 15 January 2009, which disclosed that, amongst other things, the Board proposed to implement the Share Consolidation on the basis that every five (5) issued and unissued Shares of HK$0.02 each would be consolidated into one (1) Consolidated Share of HK$0.10 each. The Board further proposed to change the board lot size for trading in Shares of the Company from 50,000 Shares to 10,000 Consolidated Shares upon the Share Consolidation becoming effective.

The purpose of this circular is to provide you with further details of the Share Consolidation and the notice of the EGM.

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LETTER FROM THE BOARD

(II) THE SHARE CONSOLIDATION AND CHANGE OF BOARD LOT SIZE

The Board proposes to implement the Share Consolidation on the basis that every five (5) issued and unissued Shares of HK$0.02 each will be consolidated into one (1) Consolidated Share of HK$0.10 each. Fractional Consolidated Shares will be disregarded and not issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of Share certificates held by such holder.

Reasons for the Share Consolidation

The Share price has been trading below the level of HK$0.10 for most of the time since 2008, and it has been considered trading towards the extremities according to the Listing Rules. As a result, the Company proposes to proceed with the Share Consolidation in order to comply with the Listing Rules. Furthermore, the Share Consolidation will increase the nominal value of the Shares and reduce the total number of Shares in issue. Accordingly, the transaction and handling costs of the Company in relation to the dealing in the Consolidation Shares are expected to be reduced, which is beneficial to the Company.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorized share capital of the Company amounts to HK$100,000,000 divided into 5,000,000,000 Shares, of which 924,259,090 Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective, the authorized share capital of the Company shall become HK$100,000,000 divided into 1,000,000,000 Consolidated Shares of which 184,051,818 Consolidated Shares will be in issue.

Share capital of the Company (par value of HK$0.02 each)

Authorised share capital: 5,000,000,000 Shares as at the date hereof Issued and fully paid: 924,259,090 Shares in issue as at the date hereof Shares to be issued: 184,850,000 Placing Shares to be issued pursuant to the Placing Total Shares issued and to be issued: 1,109,109,090 Total number of Shares in issue upon completion of the Placing	Par value HK$ 100,000,000
	18,485,181.80
	3,697,000
	22,182,181.80

6

LETTER FROM THE BOARD

Upon the Share Consolidation becoming effective:

Share capital of the Company (par value of HK$0.10 each)

Par value HK$ Authorized share capital: 1,000,000,000 Consolidated Shares upon the Share Consolidation 100,000,000 becoming effective

Issued and fully paid: 184,851,818 Consolidated Shares in issue upon the Share Consolidation becoming effective Total Consolidated Shares issued and to be issued: 221,821,818 Total number of Consolidated Shares in issue upon the Share Consolidation becoming effective	18,485,181.80
	22,182,181.80

Moreover, as disclosed in the Announcement, the Company entered into a placing agreement with the Guoyuan Securities Brokerage (Hong Kong) Limited on 13 January 2009 to place 184,850,000 Shares at the price of HK$0.045 per Share, representing 20.0% of the issued share capital of the Company as at the Latest Practicable Date. Please refer to the Announcement of the Company for further detailed information on the placing. As at the Latest Practicable Date, the Placing has yet to be completed. Assuming completion of the Placing, however, the number of Shares will be allotted and issued as fully paid or will be credited as fully paid will become 1,109,109,090 Shares or 221,821,818 Consolidated Shares.

The Consolidated Shares will rank pari passu in all respects with each other in accordance with the Company’s memorandum and articles of association.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled.

7

LETTER FROM THE BOARD

An application has been made by the Company to the Listing Committee for the Listing of, and the permission to deal in, the Consolidated Shares to be in issue upon the Share Consolidation becoming effective.

Shareholding Structure upon the completion of the Share Consolidation

Name of Shareholder Mr. Chui_(note 1) Mr. Yau(note 2) Chan Yuen Tung Mr. Chow Placees(note 3)_ Other Public Shareholders Total	Existing (as at the Latest Practicable Date) Number of Approximate Shares % 226,275,000 24.48 108,575,000 11.75 52,950,000 5.73 900,000 0.10 – – 535,559,090 57.94 924,259,090 100.00	Immediately after the Share Consolidation Number of Consolidated Approximate Shares % 45,255,000 24.48 21,715,000 11.75 10,590,000 5.73 180,000 0.10 – – 107,111,818 57.94 185,051,818 100.00	Assuming the Placing is completed Number of Consolidated Approximate Shares % 45,255,000 20.40 21,715,000 9.79 10,590,000 4.77 180,000 0.08 36,970,000 16.67 107,111,818 48.29 221,821,818 100.00	Assuming the Placing is completed Number of Consolidated Approximate Shares % 45,255,000 20.40 21,715,000 9.79 10,590,000 4.77 180,000 0.08 36,970,000 16.67 107,111,818 48.29 221,821,818 100.00
				100.00

Notes:

• (1) Mr. Chui, an executive director of the Company, was personally interested in 220,285,000 shares and deemed to be interested in 68,850,000 shares by virtue of his control in FLM Investment Limited.

• (2) Mr. Yau, an executive director of the Company, was personally interested in 108,575,000 shares and deemed to be interested in 101,325,000 shares by virtue of his control in Sellwell Enterprises Limited.

• (3) The Placees will be treated as public shareholders of the Company.

Conditions of the Share Consolidation

The Share Consolidation is conditional on:

• (i) the passing by the Shareholders of an ordinary resolution to approve the Share Consolidation at the EGM; and

• (ii) the Listing Committee granting the listing of, and the permission to deal in, the Consolidated Shares in issue.

8

LETTER FROM THE BOARD

Shareholders should note that the Share Consolidation is not conditional on the completion of the Placing.

Trading arrangement

Upon the Share Consolidation becoming effective, all existing Share certificates for any number of Shares in issue immediately before the effective date of the Share Consolidation will be deemed to be a certificate, and will be effective as documents of title, for Consolidated Shares in the amount equivalent to one fifth of that number of Shares. New share certificates will be issued for Consolidated Shares. Parallel trading arrangements will be established on the Stock Exchange for dealings in Consolidated Shares in the form of the existing Share certificates and in the form of the new Share certificates. The trading arrangements proposed for dealings in Consolidated Shares are set out as follows:

• (i) with effect from 9:30 a.m. on Monday, 16 February 2009, the original counter (“Original Counter”) for trading in the Shares in existing board lot of 50,000 Shares will close temporarily. A temporary counter (“Temporary Counter”) for trading in the Consolidated Shares represented by existing Share certificates in board lot of 10,000 Consolidated Shares will be established. Every existing certificate for whatever number of Shares will be deemed to be a certificate, and will be effective as a document of title valid for settlement and delivery for trading transacted from 9:30 a.m. on Monday, 16 February 2009 to 4:10 p.m. on Friday, 20 March 2009 for Consolidated Shares in the amount equivalent to one fifth of that number of Shares. The existing Share certificates for Shares can only be traded at this Temporary Counter;

• (ii) with effect from 9:30 a.m. on Monday, 2 March 2009, the Original Counter will reopen for trading in Consolidated Shares in new board lot of 10,000 Consolidated Shares. Only new Share certificates for Consolidated Shares can be traded at this counter;

• (iii) with effect from 9:30 a.m. on Monday, 2 March 2009 to 4:10 p.m. on Friday, 20 March 2009 (both days inclusive), there will be parallel trading at the Temporary Counter and the Original Counter respectively mentioned in (i) and (ii) above; and

• (iv) the Temporary Counter for trading in Consolidated Shares represented by the existing Share certificates in board lot of 10,000 Consolidated Shares will be removed after the close of trading on Friday, 20 March 2009. Thereafter, trading will only be in Consolidated Shares represented by new Share certificates in new board lot of 10,000 Consolidated Shares and the existing Share certificates for Shares will cease to be marketable and will not be acceptable for dealing and settlement purposes.

9

LETTER FROM THE BOARD

It is expected that new certificates for the Consolidated Shares will be available for collection within 10 Business Days after the submission of the existing share certificates for the Shares to Tricor Tengis Limited for exchange. Unless otherwise instructed, new Share certificates will be issued in board lot of 10,000 Consolidated Shares each. New Share certificates for the Consolidated Shares will be yellow in colour to distinguish them from the existing share certificates for the Shares which are blue in colour.

Arrangement on odd lots trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed Karl-Thomson Securities Co. Ltd. to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares, from Monday, 2 March 2009 up to and including Friday, 20 March 2009. Shareholders who wish to take advantage of this facility please contact Ms. Joey Wong of Karl-Thomson Securities Co. Ltd. at Room 701, Tower One, Lippo Centre, 89 Queensway, Hong Kong (tel: (852) 28109062, fax (852) 25220170) during the aforesaid period. Shareholders should note that the matching of the sale and purchase of odd lots of Consolidated Shares in not guaranteed.

Shareholders are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser if they are in doubt about the facility described above.

Change of board lot size

The Board also proposes to change the board lot size for trading in the Shares of the Company from 50,000 Shares to 10,000 Consolidated Shares upon the Share Consolidation becoming effective.

Exchange of Share certificates

Subject to the Share Consolidation becoming effective, which is expected to be at 9:30 a.m. on 16 February 2009, Shareholders may, from 16 February 2009 to 25 March 2009 (both days inclusive), submit Share certificates for existing Shares to the Company’s branch registrar in Hong Kong (the “Branch Registrar”), Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, to exchange, at the expense of the Company, for certificates of the Consolidated Shares (on the basis of five (5) existing Shares for one (1) Consolidated Share). Thereafter, certificates of Shares will remain effective as documents of title but will be accepted for exchange only on payment of a fee of HK$2.5 (or such higher amount as may from time to time be specified by the Stock Exchange) each by Shareholders to the Branch Registrar.

(III) GENERAL INFORMATION

The Company is an investment company whose objective is to achieve earnings in the form of short to medium term (i.e. less than five years) capital appreciation as well as income from interests and dividends by investing in listed and unlisted companies mainly in Hong Kong and the PRC. The Company also intends to invest in unlisted companies with the potential to seek listing on any stock exchange.

10

LETTER FROM THE BOARD

Directors’ Responsibility Statement

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility of the accuracy of the information contained in this circular, and confirm that to the best of their knowledge, information and belief, there are no other facts that the omission of which would made any statement herein misleading.

(IV) EGM

A notice convening the EGM to be held at Suite 802, 8th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Friday, 13 February 2009 at 10:00 a.m. is set out on pages 12 to 13 of this circular. The EGM will be convened for the purpose of considering and, if thought fit, passing the ordinary resolution to approve the Share Consolidation. To the best of the Directors’ knowledge and information, no Shareholder is required to abstain from voting for the Share Consolidation at the EGM.

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, Tricor 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.

(V) PROCEDURE FOR VOTING

Pursuant to the amended Rule 13.39(4) of the Listing Rules effective on 1 January 2009 and article 66 of the Company’s articles of association, any vote of Shareholders at a general meeting must be taken by way of a poll.

(VI) RECOMMENDATIONS

The Board is of the opinion that the Share Consolidation is in the interests of the Company and the Shareholders as a whole, and recommends you to vote in favour of the resolution to be proposed at the EGM to approve the Share Consolidation.

By Order of the Board Chui Tak Keung, Duncan

Chairman

11

NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 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, 13 February 2009, for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution as an Ordinary Resolution of the Company:

“ THAT conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares (as defined below) with effect from Monday, 16 February 2009:

• (1) every five (5) issued and unissued shares of HK$0.02 each (the “Shares”) be consolidated into one (1) share of HK$0.10 each (the “Consolidated Share”) in the share capital of the Company and the Consolidated Shares in issue shall rank pari passu in all respects with each other;

• (2) all fractional Consolidated Shares be aggregated and, if possible, sold for the benefits of the Company; and

• (3) any director of the Company be and is hereby authorised to do all things and acts and sign all documents which he considers desirable or expedient to implement and/or give effect to the above arrangements.”

By Order of the Board

Chui Tak Keung, Duncan Chairman

Hong Kong, 23 January 2009

12

NOTICE OF EXTRAORDINARY GENERAL MEETING

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 Registrars, 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.

13