Celestial Asia Securities Holdings Limited — Proxy Solicitation & Information Statement 2007

Aug 15, 2007

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CELESTIAL ASIA SECURITIES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 1049)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a Special General Meeting of Celestial Asia Securities Holdings Limited (“Company”) will be held at 21/F The Center, 99 Queen’s Road Central, Hong Kong on 3 September 2007, Monday, at 9:30 am for the purpose of considering and, if thought fit, passing the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT, the agreement (“Agreement”) entered into between the Company, Cash Guardian Limited (“Cash Guardian”) (a controlling shareholder of the Company) and Celestial Securities Limited (“Placing Agent”) (a non-wholly-owned subsidiary of the Company) on 24 July 2007 in relation to the proposed grant of the unlisted green-shoe (“Green-shoe”) by the Company, subject to several conditions as set out in the Agreement and described in the circular of the Company dated the same date of this notice, including, inter alia, the duly passing of the resolution numbered (3) below, to the placees (as identified by the Placing Agent under the top up agreement dated 24 July 2007) and Cash Guardian which confers them the rights to subscribe up to HK$364,206,000 in aggregate in cash for shares in the Company at the exercise price of HK$2.02 per share (subject to adjustments) during the exercise period as more particularly set out in the Agreement, be hereby approved and the directors of the Company be and are hereby authorised to issue and allot the new shares upon exercise of the subscription rights under the Green-shoe pursuant to or in connection with the terms of the Agreement and generally to do such things or make such arrangement as they may think fit to give effect to the completion of the Agreement.”

2. “ THAT ,

   • (a) the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) shall authorise the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

   • (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue (as hereinafter defined) or any option scheme or similar arrangement for the time being adopted for the grant or issue to participants of the Company, its subsidiaries, and its ultimate holding company (if any) which is also listed on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) and its subsidiaries, of shares or right to acquire shares in the Company shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

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(d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

1. the conclusion of the next annual general meeting of the Company;

2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and

3. the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

1. “ THAT , the authorised share capital of the Company be increased from HK$100,000,000 to HK$300,000,000 by the creation of an additional 2,000,000,000 authorised shares of HK$0.10 each and the Directors be and are hereby authorised to do all such acts, deeds and things as they shall, in their absolute discretion, deem fit in order to effect the foregoing.”

By order of the Board Suzanne W S Luke Company Secretary

Hong Kong, 16 August 2007

Registered office: Head office and principal place of business in Clarendon House Hong Kong: 2 Church Street 21/F The Center Hamilton HM 11 99 Queen’s Road Central Bermuda Hong Kong

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, in the event of a poll, vote on his behalf. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited at the principal place of business of the Company in Hong Kong at 21/F The Center, 99 Queen’s Road Central, Hong Kong together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power of attorney or other authority, not less than 48 hours before the time for holding the special general meeting or any adjournment thereof.

As at the date hereof, the Company’s executive Directors are Mr Kwan Pak Hoo Bankee, Mr Law Ping Wah Bernard, Mr Wong Kin Yick Kenneth and Mr Lin Che Chu George, and its independent non-executive Directors are Mr Leung Ka Kui Johnny, Mr Wong Chuk Yan and Dr Chan Hak Sin

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