Central Development Holdings Limited — AGM Information 2009

Jul 24, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Timber Resources Group Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representations 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 circular.

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CHINA TIMBER RESOURCES GROUP LIMITED （中國木業資源集團有限公司 *） (incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES PROPOSED RE-ELECTION OF DIRECTORS INCREASE OF AUTHORIZED SHARE CAPITAL AMENDMENT TO ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of the Company to be held at 7th Floor, Xin Rui Ke Da Lou, Bao Shui Qu, Fu Tian Shi, Shenzhen, China（中國深圳褔田市保稅區 鑫瑞科大樓7層）, on Friday, 28 August 2009 at 11:30 a.m. is set out on pages 10 to 24 of this circular.

A proxy form for use at the meeting is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the proxy form and return the same to the Company’s Branch Share Registrar in Hong Kong, Tricor Progressive Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) if you so wish.

24 July 2009

• For identification purpose only

CONTENT
Page(s)
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter From the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed General Mandate to Issue New Shares . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Increase of Authorized Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Amendment to Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I — Biographical Details of Retiring Directors. . . . . . . . . . . . . . . . . .	9
Appendix II — Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . .	10

— i —

DEFINITIONS

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

“AGM”	the Annual General Meeting of the Company to be held at
	7th Floor, Xin Rui Ke Da Lou, Bao Shui Qu, Fu Tian Shi,
	Shenzhen, China（中國深圳褔田市保稅區鑫瑞科大樓7層）, on
	Friday, 28 August 2009 at 11:30 a.m., or any adjournment
	thereof
“Articles of Association”	the articles of association of the Company
“associate(s)”	has the meaning ascribed thereto in the Listing Rules
“Board”	the board of Directors or a duly authorized committee
	thereof
“Company”	China Timber Resources Group Limited, an exempted
	company incorporated in the Cayman Islands with limited
	liability, the shares of which are listed on the Stock
	Exchange
“connected person”	has the meaning ascribed thereto in the Listing Rules
“Director(s)”	the directors of the Company
“General Mandate”	a general mandate proposed to be granted to the Directors
	to exercise all the powers of the Company to allot, issue and
	deal with Shares in the manner as set out in the ordinary
	resolution no. 5 of the Notice
“Group”	the Company and its subsidiaries
“Latest Practicable Date”	20 July 2009, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“Memorandum”	Memorandum of Association of the Company

— 1 —

	DEFINITIONS
“Notice”	the notice of the AGM set out on pages 10 to 24 of this
	circular
“Shareholder(s)”	registered holder(s) of the Share(s) in issue
“Share(s)”	share(s) of HK$0.01 each in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

— 2 —

LETTER FROM THE BOARD

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CHINA TIMBER RESOURCES GROUP LIMITED （中國木業資源集團有限公司 *）

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

Directors:

Registered Office

Executive Directors The Office of Caledonian Bank & Trust Limited Mr. Fung Tsun Pong (Chairman) Caledonian House Mr. Lau Sing Hung, Stephen (CEO) George Town Mr. Tsang Kam Ching, David Grand Cayman Mr. Chow Ki Shui, Louie Cayman Islands

Independent Non-Executive Directors

Mr. Yip Tak On Mr. Jing Baoli Mr. Bao Liang Ming

Head office and Principal Place of Business

Room 1606, Office Tower Convention Plaza Wanchai Hong Kong

24 July 2009

To the Shareholders,

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES PROPOSED RE-ELECTION OF DIRECTORS INCREASE OF AUTHORIZED SHARE CAPITAL AMENDMENT TO ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the following resolutions to be proposed at the AGM:

• (a) granting a General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares up to a maximum of 20% of the aggregate nominal share capital of the Company in issue at the time of passing of such resolution;

• For identification purpose only

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LETTER FROM THE BOARD

• (b) re-election of retiring Directors;

• (c) increase of authorized share capital;

• (d) amendment to the Memorandum and Articles of Association; and

• (e) other ordinary businesses to be considered at the AGM, including, among others, the approval and adoption of the audited financial statements and reports of the Directors and auditors for the year ended 31 March 2009, the fixing of Directors’ fees, the appointment of the incumbent auditors and the authorization to the Directors to fix audit fees.

PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES

At the annual general meeting of the Company held on 25 August 2008, the Directors were granted a general mandate to allot, issue and deal with Shares of HK$0.01 each in the capital of the Company on the Stock Exchange. The mandate will expire at the conclusion of the AGM.

It will be proposed at the AGM an ordinary resolution, which is set out in resolution No.5 of the Notice granting the Directors a general mandate to allot, issue, and deal with Shares not exceeding 20 per cent. (20%) of the Shares in the issued share capital of the Company as at the date of passing the resolution.

The Company has in issue an aggregate number of 10,137,064,686 Shares as at the Latest Practicable Date. Subject to the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot up to the aggregate nominal amount of 2,027,412,937 Shares on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM.

The Directors have no immediate plans to issue any new Shares.

PROPOSED RE-ELECTION OF DIRECTORS

The Board currently comprises four executive Directors, namely Messrs Fung Tsun Pong, Lau Sing Hung, Stephen, Tsang Kam Ching, David and Chow Ki Shui, Louie; and three independent non-executive Directors, namely Messrs Yip Tak On, Jing Baoli and Bao Liang Ming.

— 4 —

LETTER FROM THE BOARD

In accordance with Article 117 of the Articles of Association, at each annual general meeting one-third, or, if their number is not three or a multiple of three, then the number nearest one-third, of the Directors who have been longest in office since their last election by shareholders in a general meeting shall retire from office. As a result, Messrs Yip Tak On and Jing Baoli, being the longest-serving Directors shall retire at the AGM and being eligible, offer themselves for re-election.

In addition, Article 100 of the Articles of Association provides that any Director appointed by the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting. Up to the Latest Practicable Date, no Director was appointed by the Board and subject to re-election under the said Article 100.

Brief Biographical Details of the Retiring Directors are set out in Appendix I to this Circular

Subject to Article 121, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the Company’s Hong Kong branch share registrar, Tricor Progressive Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong, at least seven (7) days before the date of the AGM. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is duly received after the printing of this circular, the Company will issue a supplementary circular to inform the Shareholders of the details of the additional candidate proposed.

INCREASE OF AUTHORIZED SHARE CAPITAL

At the AGM, an ordinary resolution will be proposed to increase the authorized share capital of the Company from HK$200,000,000 divided into 20,000,000,000 shares of a par value of HK$0.01 each to HK$300,000,000 divided into 30,000,000,000 shares of a par value of HK$0.01 each by the creation of an additional 10,000,000,000 new Shares, such new Shares shall rank pari passu in all respect with the existing issued and unissued Shares.

The authorized share capital of the Company as at the Latest Practicable Date is HK$200,000,000 divided into 20,000,000,000 Shares, of which 10,137,064,686 Shares have been issued and are fully paid up, representing approximately 50.69% of its existing authorized share capital. Accordingly, as at the Latest Practicable Date, only 9,862,935,314 Shares are left unissued and are available for further allotment and issue by the Company.

— 5 —

LETTER FROM THE BOARD

In view of the share sale and purchase agreement entered into by the Company dated 9 May 2009, details of which were disclosed by an announcement of the Company dated 21 May 2009, the Company, subject to shareholders’ approval and fulfillment of other conditions precedent, may be required to issue a total of 12,668,719,210 new Shares upon issue of the consideration shares and full conversion of the convertible bonds under the said agreement. The Directors consider that such increase in the authorized share capital of the Company will provide the Company with greater flexibility to allot and issue new Shares in the future as and when necessary and it will be in the interests of the Company and the Shareholders as a whole. However, the Directors do not have any immediate intention of issuing any part of the increased authorized share capital.

AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

In order to bring the Memorandum and Articles of Association of the Company up to date and in view of the recent amendments to the Listing Rules which came into effect on 1 January 2009, the Directors propose a special resolution No. 7 as set out in the AGM Notice to amend the existing Memorandum and Articles of Association of the Company to give effect to the following:

• (a) to reflect the new address description of the registered office of the Company following the adoption of a postal code as a result of the change in the postal policy of the Cayman Islands government;

• (b) to reflect the increase in the authorized share capital of the Company;

• (c) notice to the Shareholders shall be sent in the case of annual general meetings at least 20 clear business days before the meeting and at least 10 clear business days in the case of all other general meetings;

• (d) all resolutions at general meetings of the Company shall be decided by poll;

• (e) to allow the Company to use the Company’s website and other electronic means to send or make available notices or documents to the Shareholders, subject to the compliance with the Listing Rules and applicable laws by the Company; and

• (f) to exclude the application of section 8 of the Electronic Transactions Law of the Cayman Islands so that the Company can take advantage of the delivery by electronic means as allowed under the Listing Rules to the fullest extent.

— 6 —

LETTER FROM THE BOARD

NOTICE OF ANNUAL GENERAL MEETING

The Notice is set out on pages 10 to 24 of this circular. Resolutions to be proposed at the AGM include:

• (i) ordinary resolutions to approve the proposed re-election of the Retiring Directors, namely Messrs Yip Tak On and Jing Baoli as independent non-executive Directors;

• (ii) an ordinary resolution to approve the proposed grant to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the Shares in the issued share capital of the Company as at the date of passing such resolution;

• (iii) an ordinary resolution to approve the proposed increase of authorized share capital of the Company; and

• (iv) a special resolution to amend the Memorandum and Articles of Association.

FORM OF PROXY

A proxy form for use at the AGM is enclosed herein. Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

VOTING BY POLL

Pursuant to rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll.

At the AGM, the chairman of the meeting will exercise his power under the Articles of Association of the Company to put all the resolutions set out in the Notice to the vote by way of poll.

— 7 —

LETTER FROM THE BOARD

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 for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATIONS

The Directors believe that the General Mandate is in the best interests of the Company and its shareholders as a whole, and that an exercise of the General Mandate to allot and issue new Shares will enable the Company to take advantage of market conditions to raise additional capital for the Company.

The Directors also believe that the proposed re-election of Retiring Directors, increase of authorized share capital, the amendment to the memorandum and Articles of Association and other resolutions to be proposed at the AGM are all in the best interest of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

Fung Tsun Pong

Chairman

— 8 —

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

This appendix provides you with biographical details of the Directors who will retire from their offices at the AGM and being, eligible, will offer themselves for re-election, at the AGM in accordance with the Articles of Association.

PROPOSED EXECUTIVE DIRECTORS

Mr. Yip Tak On , aged 63, joined the Company as an independent non-executive Director on 22 September 2004. Mr. Yip is a fellow member of ACCA, HKICPA, Taxation Institute of Hong Kong, and a full member of Hong Kong Securities Institute. Mr. Yip founded his own Certified Public Accountants firm for more than 20 years and is the managing director of Yip Leung & So Limited. Mr. Yip is also the treasurer of International Chamber of Commerce — Hong Kong China Business Council and the Chairman of a charitable institution, the Neighborhood Advice-Action Council.

Mr. Jing Baoli , aged 44, has been appointed as an independent non-executive Director of the Company since 28 February 2006. Mr. Jing was graduated from Beijing University Law School with a Bachelor degree in Laws in 1987 and acquired a Master degree in Laws from Lanzhou University in 1997. After graduation from Beijing University, he was assigned to the High Court of Gansu Province and worked in various positions till 1997. In 1997, Mr. Jing joined Gansu Tianhe Law Firm as a partner and starting from 1999, he became an attorney-at-law of Beijing Shuang Cheng Law Firm. In 2007, Mr. Jing started practice in Guangdong Hua Shang Law Firm.

The appointments of Mr. Yip and Mr. Jing have been renewed for two years to be expired on 25 July 2009 and 28 February 2011 respectively and their appointment are determinable by either the Company or the said director by giving to the other not less than one month’s written notice, and is subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company. The director’s fee of each of Mr. Yip and Mr. Jing is HK$120,000 per year which was determined by the Board according to his contribution to the Group and with reference to the prevailing range of fees for independent non-executive directors of listed companies in Hong Kong. Each of Mr. Yip and Mr. Jing has no relationships with any directors, senior management or substantial or controlling shareholders of the Company and has not held other directorships in any other listed companies in the last three years

As at the Latest Practicable Date, each of Mr. Yip and Mr. Jing does not hold any other interests or short positions in the shares, underlying shares and debentures of the Company.

Save as disclosed above and to the best of the Board’s knowledge, information and belief, having made all reasonable enquiries, there is no other information relating to the proposed re-election of the Retiring Directors that needs to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor the Board is aware of any other matters that need to be brought to the attention of the holders of securities of the Company in respect of the above proposed appointments.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

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CHINA TIMBER RESOURCES GROUP LIMITED （中國木業資源集團有限公司 *）

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

NOTICE IS HEREBY GIVEN that an annual general meeting of China Timber Resources Group Limited (the “ Company ”) will be held at 7th Floor, Xin Rui Ke Da Lou, Bao Shui Qu, Fu Tian Shi, Shenzhen, China（中國深圳褔田市保稅區鑫瑞科大樓7 層）, on Friday, 28 August 2009 at 11:30 a.m. for the purpose of considering the following resolutions:

AS ORDINARY BUSINESS

1. To receive and consider the audited financial statements and the reports of directors and of the auditors for the year ended 31 March 2009.

2. To re-elect the retiring directors, Messrs Yip Tak On and Jing Baoli as independent non-executive directors.

3. To authorise the board of directors of the Company (“ Board ”) to fix directors’ remuneration.

4. To re-appoint the retiring auditors for the ensuing year and to authorize the Board to fix their audit fee;

AS SPECIAL BUSINESS

1. To consider and, if thought fit, passing with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT:

• (a) subject to paragraph (c) below, 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 of HK$0.01 each in the capital of the Company (“ Shares ”) and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (b) the Directors be and are hereby authorized during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible Shares) which would or might require the exercise of such powers during or after the end of the Relevant Period;

• (c) the aggregate nominal amount of Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) and (b), otherwise than pursuant to (i) a Right Issue (as hereinafter defined), (ii) the exercise of any rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are otherwise convertible into Shares, (iii) the exercise of any options granted under a share option scheme or similar arrangement of the Company for the time being adopted by the Company, or (iv) an issue of Shares in lieu of the whole or part of a dividend on Shares or any script dividend scheme or similar arrangement providing for the allotment of Shares in accordance with the Memorandum and Articles of Association of the Company from time to time, shall not exceed the aggregate of twenty per cent (20%) of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution and the said approval be limited accordingly; and

• (d) for the purpose of this Resolution:

“ Relevant Period ” means the period from the time of the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of Cayman Islands to be held; and

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors of the Company to the holders of Shares and/or warrants on the respective registers of the Company on a fixed record date in

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

proportion to their then holdings of such shares and/or warrants (subject to such exclusion or other arrangements as the Directors of the Company 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 jurisdiction applicable to the Company, any recognized regulatory body or any stock exchange applicable to the Company).”

1. To consider as special business and, if thought fit, passing with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT the authorized share capital of the Company be increased from HK$200,000,000 divided into 20,000,000,000 shares of a par value of HK$0.01 each to HK$300,000,000 divided into 30,000,000,000 shares of a par value of HK$0.01 each by the creation of an additional 10,000,000,000 new shares of a par value of HK$0.01 each which shall rank pari passu in all respect with the existing issued and unissued shares in the capital of the Company; and any one Director be and is hereby authorized to execute all such documents, instruments and agreements and to do all such acts and deeds as he may deem necessary or desirable for or in connection with the increase in the authorized share capital of the Company and the matters contemplated thereunder.”

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as Special Resolutions :

2. (A) “ THAT the Memorandum of Association of the Company be and are hereby amended in the following manner:

   • (1) By deleting the existing Clause 2 in its entirety and substituting therefor the following new Clause 2:

     • “The Registered Office of the Company will be at the offices of Caledonian Trust (Cayman) Limited, Caledonian House, 69 Dr. Roy’s Drive, P.O. Box 1043, Grand Cayman, KY1-1102, Cayman Islands.”

   • (2) subject to approval of Resolution No. 6, by deleting the words “HK$200,000,000 divided into 20,000,000,000” and substituting therefore “HK$300,000,000 divided into 30,000,000,000”.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (B) “ THAT the Articles of Association of the Company (the “ Articles ”) be and are hereby amended in the following manner, with all expressions used in this resolution numbered 7(B) having the same meanings as set out in the Articles unless defined herein:

(1) Article 2

• (a) By adding the following new definition together with its margin note immediately after the definition of “Auditors”:

“business day” shall mean any day on which the business day Designated Stock Exchange is open for the business of dealing in securities. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purposes of these Articles be counted as a business day;

• (b) By deleting the definition of “Designated Stock Exchange” in its entirety and substitution therefor the following:

• “Designated Stock Exchange” shall mean The Stock Exchange of Hong Kong Limited;

• (c) By adding the following new definition together with its margin note immediately after the definition of “dollars”:

• “electronic” shall have the meaning given to it in the electronic Electronic Transactions Law;

• (d) By adding the following new definition together with its margin note immediately after the definition of “electronic”:

• “Electronic Transactions Law” shall mean the Electronic Transactions

• Electronic Transactions Law (2003 Revision) of the Law

• Cayman Islands and any amendment thereto or reenactment thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (e) By adding the following new definition together with its margin note immediately before the definition of “month”:

“Listing Rules” shall mean the Rules Governing Listing Rules the Listing of Securities on the Designated Stock Exchange (as amended from time to time);

(2) Article 4

Subject to approval of Resolution No. 6, by deleting the existing Article 4 in its entirety and substitution therefor the following as new Article 4:

• “4. The author ized share capital of the Company shall be HK$300,000,000 divided into 30,000,000,000 shares of a par value of HK$0.01 each.”

(3) Article 7

By deleting the words “and that any holder of shares of the class present in person or by proxy may demand a poll” in Article 7.

(4) Article 74

By deleting the existing Article 74 in its entirety and substituting therefor the following new Article 74(a) and (b):

• “74 (a) Subject to such other minimum period as may be specified in the Listing Rules from time to time, (a) an annual general meeting shall be called by not less than 20 clear business days’ notice in writing or 21 clear days’ notice (whichever is longer) in writing; (b) a meeting (other than an annual general meeting) called for the passing of a special resolution shall be called by not less than 21 clear days’ notice in writing or 10 clear business days’ notice (whichever is longer) in writing; and (c) a meeting of the Company other than an annual general meeting or a meeting for the passing of a special resolution shall be called by not less than 10 clear business days’ notice in writing or 14 clear days’ notice (whichever is longer) in writing.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (b) The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, particulars of the resolutions to be considered at the meeting, and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting to such persons as are, under these Articles, entitled to receive such notices from the Company provided that a meeting of the Company notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:

• (i) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and

• (ii) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent in nominal value of the shares giving that right.”

(5) Article 81

By deleting the existing Article 81 together with its margin note in its entirety and substituting therefor the following new Article 81 and margin note:

• “81. At any general meeting a resolution put to the vote at Voting by Poll

• the meeting shall be decided on a poll.”

(6) Article 82

By deleting the existing Article 82 together with its margin note in its entirety and substituting therefor the following new Article 82 and margin note:

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• “82. A poll shall (subject as provided in Article 83) be Manner of Poll

• taken in such manner (including the use of ballot or voting papers or tickets) and at such time (not being more than thirty days from the date of the meeting or adjourned meeting) and place, as the Chairman directs. No notice need to be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting.”

(7) Article 83

By deleting the words “duly demanded” in Article 83.

(8) Article 84

By deleting the existing Article 84 in its entirety and substituting therefor the following new Article 84:

• “84. In the case of an equality of votes, the Chairman of the meeting shall be entitled to a second or casting vote.”

• (9) By deleting the existing Article 85 together with its margin note in its entirety.

(10) Article 86

• (a) By deleting the existing Article 86 in its entirety and substituting therefor the following new Article 85:

• “85. Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting, every member who present in person or by proxy or (being a corporation) is present by a duly authorised representative shall have one vote for every fully-paid share of which he is the holder and have for every partly-paid share of which he is the holder the fraction of one vote equal to the proportion which the nominal amount due and paid up thereon bears to the nominal value of the share but no amount paid or credited as paid up on a share in advance of calls or instalments shall be treated

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

for the purposes of the Articles of Association as paid up on the share. A member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.”

• (b) By adding the following new Article 86 together with its margin note immediately after the new Article 85:

• “86. Not withst a ndi ng a ny th i ng cont ai ned i n Proxy of recognized

• these Articles, where more than one proxy is clearing

• appointed by a member which is a recognized house clearing house (or its nominee(s)), each such proxy is under no obligation to cast all his votes in the same way.”

(11) Article 89

By deleting the existing Article 89 in its entirety and substituting therefor the following new Article 89:

• “89. A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote by his committee, receiver, curator bonis or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.”

(12) Article 91

By deleting the existing Article 91 in its entirety and substituting therefor the following new Article 91:

• “91. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him. Votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.”

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(13) Article 93

By deleting the existing Article 93 in its entirety and substituting therefor the following new Article 93:

• “93. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place as is specified in the notice of meeting or in the instrument of proxy issued by the Company not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid provided always that the Chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.”

(14) Article 95

By deleting the existing Article 95 in its entirety and substituting therefor the following new Article 95:

• “95. The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit; and (ii) unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates, provided that the meeting was originally held within twelve (12) months from such date.”

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(15) Article 97A

By deleting the words “on a show of hands” in the second last line of Article 97A.

(16) Articles 162(b), (c) and (d)

By deleting the existing Articles 162(b), (c) and (d) in its entirety and substituting therefor the following new Articles 162(b), (c) and (d):

• “162. (b) Every balance sheet of the Company shall be approved by the Board and signed on behalf of the Board by two of the Directors, and a copy of every balance sheet (including every document required by Law to be annexed thereto) and profit and loss account which is to be laid before the Company in general meeting together with a copy of the Directors’ report and a copy of the Auditors’ report (collectively the “Annual Report”), shall not less than twenty-one days before the date of the meeting, be sent to every member of, and every holder of debentures of, the Company and every person registered under Article 47 and every other person entitled to receive notices of general meetings of the Company, provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

• (c) To the extent permitted by and subject to due compliance with all applicable statues, rules and regulations, including, without limitation, the Listing Rules, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 162(b) shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by applicable laws and regulations, a summary financial statement derived from the Annual Report which shall be in the form and containing the information required by applicable laws and regulations.

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• (d) To the extent permitted by and subject to due compliance with these Articles, the Law and all applicable rules and regulations, including, without limitation, the Listing Rules, where a member, in accordance with the Listing Rules and any applicable law, rules or regulations has consented to or is deemed to have consented to treat the publication of the Annual Report or the summary financial statement derived from the Annual Report as set out in Article 163(c) using electronic means or has consented to or is deemed to have consented to receiving the summary financial statement instead of the Annual Report, as discharging the Company’s obligation under the Listing Rules and any applicable law, rules or regulations to send a copy of such relevant financial documents, then publication by the Company, in accordance with the Listing Rules and any applicable law, rules or regulations, using electronic means of such relevant financial documents at least 21 days before the date of the relevant general meeting, shall, in relation to each such member, be deemed to discharge the Company’s obligations under Article 163(b) provided that any person who is otherwise entitled to such financial documents of the Company may, if he so requires, by notice in writing served on the Company, demand that the Company sends to him, a complete printed copy of the Annual Report or the summary financial statement not previously provided to him.”

(17) Article 166

By deleting the existing Article 166 in its entirety and substituting therefor the following new Article 166:

• “166. A n y n o t i c e o r d o c u m e n t ( i n c l u d i n g a n y “ c o r p o r a t e communication” within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Memorandum and Articles from the Company to a member shall be in writing and may be served or delivered by the Company on or to any member either personally or by sending it through the post in a pre-paid letter addressed to such member at his registered address as appearing in the register or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result

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• in the notice being duly received by the member or by publishing the same as a paid advertisement in appointed newspapers (as defined in the Companies Law) or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange provided that the Company has obtained either (a) the member’s prior express positive confirmation in writing or (b) the member’s deemed consent, in the manner specified in the Listing Rules. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders. Any notice or document may be given to a member either in the English language or the Chinese language, subject to due compliance with all applicable statutes, rules and regulations.”

(18) Article 167

By deleting the existing Article 167 in its entirety and substituting therefor the following new Article 167:

• “167. A member shall be entitled to have notice served on him at any address within Hong Kong or by any electronic means in compliance with these Articles, legislation and the Listing Rules and any applicable laws, rules or regulations. Any member who has not given an express positive confirmation in writing or a deemed confirmation to the Company in the manner specified in the Listing Rules to receive or otherwise have made available to him notices and documents to be given or issued to him by the Company by electronic means and whose registered address is outside Hong Kong may notify the Company in writing of an address in Hong Kong which for the purpose of service of notice shall be deemed to be his registered address. A member who has no registered address in Hong Kong shall be deemed to have received any notice which shall have been displayed at the Registration Office or published on the Company’s website and shall have remained there for a period of 24 hours and such notice shall be deemed to have been received by such member on the day following that on which it shall have been first so displayed or published on the Company’s website, provided that, without prejudice to the other provisions of these Articles, nothing in

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this Article 167 shall be construed as prohibiting the Company from sending, or entitling the Company not to send, notices or other documents of the Company to any member whose registered address is outside Hong Kong.”

(19) Article 168

By deleting the existing Article 168 in its entirety and substituting therefor the following new Article 168:

• “168. (a) Any notice or document sent by post shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same is put into a post office situated within Hong Kong and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addressed and put into such post office and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice or document was so properly prepaid, addressed and put into such post office shall be conclusive evidence thereof.

• (b) Any notice or other document delivered or left at a registered address otherwise than by post shall be deemed to have been served or delivered on the day it was so delivered or left.

• (c) Any notice served by advertisement shall be deemed to have been served on the day of issue of the official publication and/or newspaper(s) in which the advertisement is published (or on the last day of issue if the official publication and/or newspaper(s) are published on different dates).

• (d) Any notice or document sent by electronic means shall be deemed to have been served at the time when the notice or document is transmitted by electronic means where no notification has been received by the Company that the electronic communication has not reached its recipient, except that any failure in transmission beyond the Company’s control shall not invalidate the effectiveness of the notice or document being served.

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• (e) Any notice or document published by electronic means (excluding publication on the Company’s website) shall be deemed to have been served on the day on which the notice or document is so published.

• (f) Any notice or document published on the Company’s website shall be deemed to have been served (i) on the date on which the notification required under the Listing Rules is sent; or (ii) if later, the date on which the notice or document first appears on the website after that notification is sent.”

(20) Article 184

By adding the following new heading and Article 184 together with its margin note after the existing Article 183:

“Electronic Transactions Law

“184. Section 8 of the Electronic Transactions Law shall nonapplication not apply.” of section 8 of the Electronic Transactions Law

(21) Other amendments

By deleting the words “the rules of the Designated Stock Exchange” in all Articles where they appear and substituting therefor the words “Listing Rules”.”

• (C) Any one Director of the Company be and is hereby authorized for and on behalf of the Company to do all such acts and things, to sign and execute such other documents, deeds and instruments and to take such steps as he/she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with Resolutions No. 6, 7(A) and 7(B) and all other matters incidental thereto, including (without limitation) to agree to any amendments and to make such additional amendments to the Memorandum and Articles of Association of the Company which in the opinion of any Director of the Company are not of a material nature and are incidental to the amendments set out in Resolutions No. 6, 7(A) and 7(B).

By Order of the Board Fung Tsun Pong Chairman

Hong Kong, 24 July 2009

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Principal place of business:

Unit 1606, Office Tower

Convention Plaza

1 Harbour Road, Wanchai

Hong Kong

Notes:

• (a) A member entitled to attend and vote at the above meeting is entitled to appoint one or more than one proxies to attend and vote on his behalf. A proxy need not be a member of the Company but must be present in person to represent the member.

• (b) If the appointer is a corporation, the form of proxy must be under its common seal, or under the hand of an officer or attorney duly authorized on its behalf.

• (c) In order to be valid, a form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Tricor Progressive Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. The completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish. In the event that you attend the meeting after having lodged the form of proxy, the form of proxy will be deemed to have been revoked.

• (d) With respect to the resolution numbered 5, approval is being sought from shareholders for a general mandate to issue shares to be given to the Directors. The Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders as a general mandate for the purpose of compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

• (e) Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect hereof.

• (f) The AGM is expected not to exceed half an hour, and all member and proxies shall be responsible for their own traveling expenses.

As at the date of this notice, the Board comprises four executive Directors, namely Mr. Fung Tsun Pong, Mr. Lau Sing Hung, Stephen, Mr. Tsang Kam Ching, David and Mr. Chow Ki Shui, Louie; and three independent non-executive Directors, namely Mr. Yip Tak On, Mr. Jing Baoli and Mr. Bao Liang Ming.

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