China Electronics Huada Technology Company Limited — Proxy Solicitation & Information Statement 2007

Sep 6, 2007

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 your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Chung Tai Printing Holdings Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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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CHUNG TAI PRINTING HOLDINGS LIMITED 中大印刷集團有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 00055)

(1) PLACING OF NEW SHARES SUBJECT TO SHAREHOLDERS’ APPROVAL; (2) PLACING OF CONVERTIBLE NOTES SUBJECT TO SHAREHOLDERS’ APPROVAL;

(3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND

(4) NOTICE OF SPECIAL GENERAL MEETING

PLACING AGENT

A notice convening a special general meeting of Chung Tai Printing Holdings Limited to be held at Ching Room, 4/F., Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Tsimshatsui, Kowloon, Hong Kong at 3:00 p.m. on Monday, 24 September 2007 is set out on pages 15 to 17 of this circular. A form of proxy for use at the special general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk) and Chung Tai Printing Holdings Limited (www.chungtai.com.hk).

Whether or not you are able to attend the meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong 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 form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish.

6 September 2007

* for identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The New Share Placing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The CN Placing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Other information on the New Share Placing and the CN Placing . . . . . . . . . . .	10
Fund raising activities in the past twelve months of the Company . . . . . . . . . . .	11
Effects on shareholding structure of the Company . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Proposed increase in authorised share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Procedure for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

DEFINITIONS

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

“AGM”	the annual general meeting of the Company held on
	28 August 2006
“Announcement”	the announcement dated 24 August 2007 made by the
	Company containing, amongst other things, the details
	of the New Shares Placing and the CN Placing
“CN Placing”	placing of the Convertible Notes pursuant to the terms
	of the CN Placing Agreement
“CN Placing Agreement”	the agreement entered into between the Company and
	the Placing Agent dated 24 August 2007 in relation to
	the CN Placing
“Company”	Chung Tai Printing Holdings Limited (stock code: 55),
	a company incorporated in Bermuda with limited
	liability and the shares of which are listed on the main
	board of the Stock Exchange
“Convertible Notes”	the convertible notes in aggregate principal amount
	up to HK$140,000,000 at initial conversion price of
	HK$1.15 to be issued by the Company under the CN
	Placing Agreement
“Conversion Share(s)”	new Share(s) falling to be allotted and issued upon
	exercise of the conversion rights attaching to the
	Convertible Notes
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	4 September 2007, being the latest practicable date for
	ascertaining certain information contained in this
	circular
“Last Trading Date”	21 August 2007, being the last trading date for the
	Shares on the Stock Exchange before the date of the
	Announcement
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange

– 1 –

DEFINITIONS

“New Placing Share(s)”	an aggregate of 111,000,000 new Shares to be placed
	under the New Share Placing
“New Share Placing”	placing of 111,000,000 new Shares pursuant to the
	terms of the New Share Placing Agreement
“New Share Placing Agreement”	the agreement entered into between the Company and
	the Placing Agent dated 24 August 2007 in relation to
	the New Share Placing
“Placee(s)”	any individual(s), institutional or other professional
	investor(s) or any of their respective subsidiaries or
	associates procured by the Placing Agent to subscribe
	for any of the New Placing Shares and Convertible
	Notes pursuant to the Placing Agent’s obligations
	under the New Share Placing Agreement and CN
	Placing Agreement respectively
“Placing Agent”	Kingston Securities Limited, a licensed corporation to
	carry on business in type 1 regulated activities (dealing
	in securities) under the Securities and Futures
	Ordinance (Chapter 571 of the Laws of Hong Kong)
“Placing Price”	HK$0.9 per New Placing Share
“SGM”	the special general meeting of the Company to be
	convened and held for the Shareholders to consider
	and, if thought fit, approve, among other things, the
	New Share Placing, the CN Placing and the proposed
	increase in authorized share capital
“Share(s)”	ordinary share(s) of HK$0.10 in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Top-Up Placing”	the placing of 66,400,000 existing Shares owned by
	CNA Company Limited and the subscription of
	66,400,000 new Shares by CNA Company Limited
	pursuant to the agreement dated 24 August 2007
	entered into between the Company, CNA Company
	Limited and the Placing Agent
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

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CHUNG TAI PRINTING HOLDINGS LIMITED 中大印刷集團有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 00055)

Executive Directors: Dr. Suek Chai Kit, Christopher (Chairman) Ms. Ng Wai Chi Mr. Suek Ka Lun, Ernie Mr. Lau Chin Hung Mr. Suek Chai Hong

Non-executive Directors: Mr. Suek Che Hin Dr. Ng Wai Kwan

Independent Non-executive Directors: Mr. Tse Tin Tai Mr. Wong Sun Fat Mr. Chan Kwing Choi, Warren

Registered office: Clarendon House Church Street Hamilton, HM 11 Bermuda

Principal place of business in Hong Kong: Chung Tai Printing Group Building 11 Yip Cheong Street On Lok Tsuen, Fanling New Territories Hong Kong

6 September 2007

To the Shareholders

Dear Sir or Madam,

(1) PLACING OF NEW SHARES SUBJECT TO SHAREHOLDERS’ APPROVAL;

(2) PLACING OF CONVERTIBLE NOTES SUBJECT TO SHAREHOLDERS’ APPROVAL;

(3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND (4) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

On 24 August 2007, the Board announced, among other things, (i) the New Shares Placing; (ii) the CN Placing; and (iii) the proposed increase in authorised share capital of the Company.

* for identification purposes only

– 3 –

LETTER FROM THE BOARD

Pursuant to the New Share Placing Agreement dated 24 August 2007, the Company has conditionally agreed to place, through the Placing Agent on a best efforts basis a maximum of 111,000,000 New Placing Shares to not less than six Placees who and whose ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules) at a price of HK$0.9 per New Placing Share at any time within a three-month period commencing from the date of the Announcement.

Pursuant to the CN Placing Agreement dated 24 August 2007, the Placing Agent has conditionally agreed to place, on a best efforts basis, up to an aggregate principal amount of HK$140,000,000 Convertible Notes convertible into 121,739,130 Shares at a conversion price of HK$1.15 per Conversion Share to not less than six Placees who and whose ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules) at any time within a threemonth period commencing from the date of the Announcement.

The purpose of this circular is to provide the Shareholders, among other things, details regarding (i) the New Share Placing Agreement; (ii) the CN Placing Agreement; and (iii) the proposed increase in authorised share capital; and notice of SGM.

THE NEW SHARE PLACING AGREEMENT

Date

24 August 2007

Issuer

The Company

Placing Agent

Kingston Securities Limited is the placing agent for the New Share Placing and has conditionally agreed to place a maximum of 111,000,000 New Placing Shares on a best efforts basis. The Placing Agent will be entitled to receive a placing commission of 2.5%, the gross proceeds of the actual number of New Placing Shares being placed by it, which was arrived at after arm’s length negotiations between the Company and the Placing Agent. The Directors (including the independent non-executive Directors) consider that such placing commission is fair and reasonable. The Placing Agent and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules).

Placees

The Placing Agent agreed to place the New Placing Shares on a best efforts basis to not less than six Placees, who and whose ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules). None of the individual Placee will become a substantial Shareholder (as defined in the Listing Rules) immediately after completion of the New Share Placing.

– 4 –

LETTER FROM THE BOARD

New Share Placing Period

Three-month period commencing from the date of the Announcement.

New Placing Shares

The 111,000,000 New Placing Shares represent (i) approximately 33.41% of the existing issued share capital of the Company of 332,277,280 Shares in issue as at the Latest Practicable Date; (ii) approximately 27.84% of the Company’s issued share capital of 398,677,280 Shares as enlarged by the Top-Up Placing; and (iii) approximately 21.78% of the Company’s issued share capital of 509,677,280 Shares as enlarged by the Top-Up Placing and the New Share Placing (assuming the New Placing Shares have been placed in full).

Ranking of New Placing Shares

The New Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the New Placing Shares.

Placing Price

The Placing Price of HK$0.9 represents (i) a discount of approximately 15.09% to the closing price of HK$1.06 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a discount of approximately 19.64% to the average closing price per Share of HK$1.12 in the last five consecutive trading days up to and including the Last Trading Date; (iii) a discount of approximately 30.18% to the average closing price per Share of HK$1.289 in the last ten consecutive trading days up to and including the Last Trading Date; and (iv) a discount of approximately 68.09% to the closing price per Share of HK$2.82 on the Latest Practicable Date.

The Placing Price of HK$0.9 per New Placing Share, which is the same as the placing price under the Top-Up Placing, was determined after arm’s length negotiation between the Company and the Placing Agent with reference to the placing price under the Top-Up Placing. The Directors (including the independent non-executive Directors) consider that the terms of the New Share Placing are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Conditions of the New Share Placing

Completion of the New Share Placing is conditional upon:

• (i) the Listing Committee of the Stock Exchange granting or agreeing to grant approval for the listing of, and permission to deal in, the New Placing Shares;

• (ii) the passing of a resolution by the Shareholders to approve the increase of the authorized share capital of the Company to HK$500,000,000 at the SGM;

• (iii) the passing of a resolution by the Shareholders to approve the New Share Placing at the SGM; and

– 5 –

LETTER FROM THE BOARD

• (iv) the Bermuda Monetary Authority approving the increase in the authorized share capital of the Company to HK$500,000,000 and the issue of the New Placing Shares (if required).

If any of the above conditions are not fulfilled on or before 24 November 2007 or such later time or date as may be agreed between the Placing Agent and the Company, the New Share Placing Agreement shall terminate and subject to terms of the New Share Placing Agreement, neither party shall have any claim against the other for any costs or losses (save for any antecedent breaches of the New Share Placing Agreement).

The completion of the New Share Placing is not subject to the completion of the CN Placing.

Completion of the New Share Placing

Completion of the New Share Placing will take place within four business days after the New Share Placing Agreement becomes unconditional.

As the New Share Placing may or may not proceed and is subject to Shareholders’ approval, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

THE CN PLACING AGREEMENT

On 24 August 2007, the Company and the Placing Agent also entered into the CN Placing Agreement pursuant to which the Placing Agent has conditionally agreed to place, on a best efforts basis, Convertible Notes up to an aggregate principal amount of HK$140,000,000.

The Placing Agent

Kingston Securities Limited is the placing agent for the CN Placing and will be entitled to receive a placing commission of 2.5% on the gross proceeds of the aggregate principal amount of the Convertible Notes being placed by it, which was arrived at after arm’s length negotiations between the Company and the Placing Agent. The Directors (including the independent non-executive Directors) consider that such placing commission is fair and reasonable.

The Placing Agent and its ultimate beneficial owners are independent of and not connected with the Company and its connected persons (as defined in the Listing Rules).

Placees

The Placing Agent agreed to place the Convertible Notes on a best efforts basis to not less than six Placees who and whose ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules). It is not expected that any individual Placee will become a substantial Shareholder (as defined in the Listing Rules) immediately after the issue and allotment of the Conversion Shares.

– 6 –

LETTER FROM THE BOARD

CN Placing Period

Three-month period commencing from the date of the Announcement.

Conversion Shares

Assuming the Convertible Notes are placed in full and the conversion rights attaching to the Convertible Notes are exercised in full, an aggregate of 121,739,130 Conversion Shares would fall to be allotted and issued by the Company at the initial conversion price of HK$1.15 per Conversion Share.

121,739,130 Conversion Shares represent (i) approximately 36.64% of the existing issued capital of the Company at the Latest Practicable Date; (ii) approximately 30.54% of the Company’s issued share capital of 398,677,280 Shares as enlarged by the Top-Up Placing; (iii) approximately 23.89% of the Company’s issued share capital of 509,677,280 Shares as enlarged by the Top-Up Placing, the New Share Placing (assuming the New Placing Shares have been placed in full); and (iv) approximately 19.28% of the Company’s issued share capital of 631,416,410 Shares as enlarged by the Top-Up Placing, the New Share Placing (assuming the New Placing Shares have been placed in full) and the CN Placing (assuming the Convertible Notes have been placed and exercised in full).

The Conversion Shares falling to be issued upon exercise of the conversion rights attaching to the Convertible Notes will, when issued, rank pari passu with all other Shares in issue as at the date of allotment and issue of such Conversion Shares.

Conditions of the CN Placing

The CN Placing is conditional upon:

• (i) the Listing Committee of the Stock Exchange granting or agreeing to grant approval for the listing of, and permission to deal, in the Conversion Shares falling to be issued and allotted on the exercise of the conversion rights attached to the Convertible Notes either unconditionally or subject to conditions to which the Company does not object;

• (ii) the passing of a resolution by the Shareholders to approve the increase of the authorized share capital of the Company to HK$500,000,000 at the SGM;

• (iii) the passing of a resolution by the Shareholders to approve the CN Placing Agreement, the issue of the Convertible Notes and the allotment and issue of the Conversion Shares and other transactions contemplated thereunder at the SGM;

• (iv) the Bermuda Monetary Authority approving the increase of the authorized share capital of the Company to HK$500,000,000, the issue and transfer of the Convertible Notes and the issue and allotment of the Conversion Shares (if required); and

• (v) no force majeure event having occurred or occurring.

– 7 –

LETTER FROM THE BOARD

If any of the above conditions are not fulfilled on or before 24 November 2007 or such later time or date as may be agreed between the Placing Agent and the Company in writing, the Placing Agent may, at any time thereafter, terminate its obligations under the CN Placing Agreement by notice in writing to the Company, whereupon the obligations of the Placing Agent under the CN Placing Agreement shall forthwith cease and terminate and neither the Company nor the Placing Agent shall have any claim against any of the others, save for any antecedent breach.

The completion of the CN Placing is not subject to the completion of the New Share Placing.

Completion of the CN Placing

Completion of the CN Placing will take place within four business days following the CN Placing Agreement becomes unconditional.

Principal Terms of the Convertible Notes

Issuer:

the Company

Aggregate principal amount: HK$140,000,000

Maturity date:

the date falling on the second anniversary of the date of issue of the Convertible Notes.

Initial conversion price:

HK$1.15 per Conversion Share

The initial conversion price was determined on an arm’s length basis between the Company and the Placing Agent with reference to, among other things, the recent performance of the Share price prior to the Last Trading Date.

The initial conversion price is subject to adjustments in accordance with the terms and conditions of the Convertible Notes if there occurs consolidation or subdivision of the Shares, capitalization of profits, capital distribution, rights issue or other dilutive events referred to in the Convertible Notes.

The initial conversion price of HK$1.15 represents (i) a premium of approximately 8.49% over the closing price of HK$1.06 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a premium of approximately 2.68% over the average closing price per Share of HK$1.12 in the last five consecutive trading days up to and including the Last Trading Date; (iii) a discount of approximately 10.78% to the average closing price per Share of HK$1.289 in the last ten consecutive trading days up to and including the Last Trading Date; and (iv) a discount of approximately 59.22% to the closing price per share of HK$2.82 on the Latest Practicable Date.

– 8 –

LETTER FROM THE BOARD

The holders of the Convertible Notes shall have the right at any time before the maturity date to convert any outstanding amount of the Convertible Notes at denomination of HK$1,000,000 each into the Conversion Shares at the then applicable conversion price, unless the amount remaining on exercise of the conversion rights shall be less than HK$1,000,000 and in such event, the entire outstanding amount shall be converted.

Ranking:

The Conversion Shares, when allotted and issued, will rank pari passu in all respects with the other Shares in issue as at the date of issue of such Conversion Shares.

Interest: 1% per annum payable at maturity in arrears. Transferability: The Convertible Notes shall be transferable in whole multiples of HK$1,000,000 (or such lesser amount as may represent the entire principal amount thereof).

The Convertible Notes may be transferred to any third party without the prior written consent of the Company. None of the Convertible Notes may be transferred to a “connected person” (as defined in the Listing Rules) of the Company. The Company shall give notice to the Stock Exchange for any transfer of the Convertible Notes and shall state whether any connected person (as defined in the Listing Rules) of the Company is involved. The Company shall promptly notify the Stock Exchange of any dealings in Convertible Notes by connected person (as defined in the Listing Rules).

Redemption:

Any unconverted Convertible Notes will be redeemed at an amount equal to the principal amount of the outstanding Convertible Notes together with any accrued interest in cash at maturity.

The Company shall be entitled at its sole discretion, by giving not less than 30 days notice to the holders of the Convertible Notes, to redeem all (but not some only) outstanding Convertible Notes at any time after the expiry of six months from the date of issue of the Convertible Notes together with interest accrued to the date fixed for redemption.

– 9 –

LETTER FROM THE BOARD

Voting rights:

The Convertible Notes do not confer any voting rights at general meetings of the Company on the holder(s) of the Convertible Notes.

Events of default:

The events of default provisions which provide that on the occurrence of certain events of default specified in the Convertible Notes (e.g. liquidation), each of the holders of the Convertible Notes shall be entitled to demand for immediate repayment of the principal amount outstanding and accrued but unpaid interest under the relevant Convertible Notes.

Listing: No application will be made for the listing of and permission to deal in, the Convertible Notes on the Stock Exchange or any other stock exchange.

OTHER INFORMATION ON THE NEW SHARE PLACING AND THE CN PLACING

Reasons for the New Share Placing and CN Placing

The Directors consider the timing of the fund raising by way of the New Share Placing and the CN Placing is appropriate based on the recent stock market sentiment prior to the Lasting Trading Date and there is imminent demand for the Shares as the investors are interested in and confident about the business prospects of the Company. Notwithstanding that New Share Placing and the CN Placing will result in the dilution of the existing shareholding interest of the Shareholders, the Directors consider that the New Share Placing and the CN Placing represent an opportunity to raise capital for the Company, to expand the production facilities of the Group and to invest in the potential new investment as and when appropriate although no specific projects have been identified.

Use of Proceeds

New Share Placing

The maximum gross proceeds from the New Share Placing will be approximately HK$99.9 million. The maximum net proceeds of approximately HK$97.1 million from the New Share Placing is intended to be used for potential new investment as and when appropriate although no specific projects have been identified. The net proceeds raised per New Placing Share upon the completion of the New Share Placing will be approximately HK$0.87 per Share.

CN Placing

The maximum net proceeds of approximately HK$136.3 million from the CN Placing is intended to be used for expansion of production facilities and potential new investment as and when appropriate although no specific projects have been identified.

– 10 –

LETTER FROM THE BOARD

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS OF THE COMPANY

Save for the Top-Up Placing to raise a net proceeds of approximately HK$58 million as announced in the Announcement, which is expected to be completed on or before 7 September 2007, the Company has not conducted any fund raising activities in the past twelve months before the date of the Announcement and up to the Latest Practicable Date.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The effect of the shareholding structure of the Company as a result of the Top-Up Placing (assuming the Top-Up Placing has been completed), the New Share Placing (assuming the New Placing Shares have been placed in full) and the CN Placing (assuming the Convertible Notes have been placed and exercised in full) are set out below:

CNA Company Limited (Note 1) Ng Wai Chi_(Note 2) Dr. Suek Chai Kit, Christopher(Note 2) Goodhope Assets Limited (Note 3) Ng Wai Kwan(Note 4) _Public: Placees under the Top-Up Placing_(Note 5) Placees under the New Share Placing(Note 6) Placees under the CN Placing(Note 7) Other public Shareholders _Sub-total Total	As at the Latest Practicable Date (Immediately after completion of the Placing) No. of Approx. Shares % 119,260,000 35.90 10,170,000 3.06 13,700,000 4.12 19,120,000 5.75 40,000 0.01 66,400,000 19.98 0 0.00 0 0.00 103,587,280 31.18 169,987,280 51.16 332,277,280 100.00	As at the Latest Practicable Date (Immediately after completion of the Placing) No. of Approx. Shares % 119,260,000 35.90 10,170,000 3.06 13,700,000 4.12 19,120,000 5.75 40,000 0.01 66,400,000 19.98 0 0.00 0 0.00 103,587,280 31.18 169,987,280 51.16 332,277,280 100.00	Immediately after completion of the Top-Up Subscription No. of Approx. Shares % 185,660,000 46.57 10,170,000 2.55 13,700,000 3.43 19,120,000 4.80 40,000 0.01 66,400,000 16.66 0 0.00 0 0.00 103,587,280 25.98 169,987,280 42.64 398,677,280 100.00	Immediately after completion of the Top-Up Subscription No. of Approx. Shares % 185,660,000 46.57 10,170,000 2.55 13,700,000 3.43 19,120,000 4.80 40,000 0.01 66,400,000 16.66 0 0.00 0 0.00 103,587,280 25.98 169,987,280 42.64 398,677,280 100.00	Immediately after completion of the Top-Up Placing and the New Share Placing (assuming the New Placing Shares have been placed in full) No. of Approx. Shares % 185,660,000 36.43 10,170,000 1.99 13,700,000 2.69 19,120,000 3.75 40,000 0.01 66,400,000 13.03 111,000,000 21.78 0 0.00 103,587,280 20.32 280,987,280 55.13 509,677,280 100.00	Immediately after completion of the Top-Up Placing and the New Share Placing (assuming the New Placing Shares have been placed in full) No. of Approx. Shares % 185,660,000 36.43 10,170,000 1.99 13,700,000 2.69 19,120,000 3.75 40,000 0.01 66,400,000 13.03 111,000,000 21.78 0 0.00 103,587,280 20.32 280,987,280 55.13 509,677,280 100.00	Immediately after completion of the Top-Up Placing and the CN Placing (assuming the Convertible Notes have been placed and exercised in full) but before completion of the New Share Placing No. of Approx. Shares % 185,660,000 35.68 10,170,000 1.95 13,700,000 2.63 19,120,000 3.67 40,000 0.01 66,400,000 12.76 0 0.00 121,739,130 23.39 103,587,280 19.91 291,726,410 56.06 520,416,410 100.00	Immediately after completion of the Top-Up Placing and the CN Placing (assuming the Convertible Notes have been placed and exercised in full) but before completion of the New Share Placing No. of Approx. Shares % 185,660,000 35.68 10,170,000 1.95 13,700,000 2.63 19,120,000 3.67 40,000 0.01 66,400,000 12.76 0 0.00 121,739,130 23.39 103,587,280 19.91 291,726,410 56.06 520,416,410 100.00	Immediately after completion of the Top-Up Placing, the New Shares Placing (assuming the New Placing Shares have been placed in full) and CN Placing (assuming the Convertible Notes have been placed and exercised in full) No. of Approx. Shares % 185,660,000 29.40 10,170,000 1.61 13,700,000 2.17 19,120,000 3.03 40,000 0.01 66,400,000 10.52 111,000,000 17.58 121,739,130 19.28 103,587,280 16.40 402,726,410 63.78 631,416,410 100.00	Immediately after completion of the Top-Up Placing, the New Shares Placing (assuming the New Placing Shares have been placed in full) and CN Placing (assuming the Convertible Notes have been placed and exercised in full) No. of Approx. Shares % 185,660,000 29.40 10,170,000 1.61 13,700,000 2.17 19,120,000 3.03 40,000 0.01 66,400,000 10.52 111,000,000 17.58 121,739,130 19.28 103,587,280 16.40 402,726,410 63.78 631,416,410 100.00
		100.00		100.00		100.00		100.00		100.00

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LETTER FROM THE BOARD

Notes:

• (1) 185,660,000 Shares are beneficially owned by CNA Company Limited, which is in turn beneficially owned by the CNA Trust, a discretionary trust whose object include children of Dr. Suek Chai, Kit, Christopher, an executive Director who is personally interest in 13,700,000 Shares.

• (2) Executive Directors.

• (3) These Shares are beneficially owned by Goodhope Assets Limited, in which Mr. Suek Che Hin, a non-executive Director, has a beneficial interest.

• (4) A non-executive Director.

• (5) Shares to be placed under the Top-Up Placing.

• (6) New Placing Shares to be issued and allotted under the New Share Placing.

• (7) Conversion Shares to be issued and allotted upon the conversion rights attaching to the Convertible Notes having been exercised in full.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The authorised share capital of the Company is now HK$50,000,000 divided into 500,000,000 Shares. The Board wishes to propose an increase in the authorised share capital of the Company to HK$500,000,000 by the creation of an additional 4,500,000,000 Shares.

As at the Latest Practicable Date, the issued share capital of the Company is HK$33,227,728 comprising 332,277,280 Shares. The purpose of the proposed increase in the authorised share capital of the Company is to provide flexibility and facilitate the Company in its future expansion by means of issuing new Shares and fund-raising activities as the Directors may consider appropriate from time to time.

The increase in authorized share capital is subject to the Shareholders’ approval at the SGM.

SGM

There is set out on pages 15 to 17 of this circular a notice convening the SGM to be held at Ching Room, 4/F., Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 24 September 2007 at 3:00 p.m., at which resolutions will be proposed to the Shareholders to approve, among other things,:

• the New Shares Placing;

• the CN placing; and

• the proposed increase in authorised share capital.

– 12 –

LETTER FROM THE BOARD

Whether or not the Shareholders are able to attend the SGM in person, they are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time for holding of the SGM or any adjournment thereof. Return of the form of proxy will not preclude the Shareholders from attending and voting in person at the SGM or any adjournment thereof should they so wish.

PROCEDURE FOR DEMANDING A POLL

Pursuant to Bye-law 66 of the Bye-laws, a resolution put to the vote of a meeting of the Shareholders shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded by:

• (a) the Chairman of the meeting; or

• (b) at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or

• (d) a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

GENERAL

The Company is principally engaged in printing of offsets, labels, plastic cards and advertising materials.

As at the Latest Practicable Date, the existing authorized share capital of the Company consists of 500,000,000 Shares out of which 332,277,280 Shares are issued and fully paid. Save for the Top-Up Placing, the New Share Placing and the CN Placing, the Company neither have any options, warrants and other convertible securities nor have any noncompleted placing as at the Latest Practicable Date.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the New Placing Shares and the Conversion Shares.

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LETTER FROM THE BOARD

Subsequent to the New Share Placing and the CN Placing, none of the Placees will become substantial Shareholders.

As the New Share Placing and the CN Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

RECOMMENDATIONS

The Board considers that the ordinary resolutions for the New Share Placing, the CN Placing and the increase in authorised share capital of the Company to be proposed at the SGM are in the best interests of the Company and the Shareholders. The independent non-executive directors of the Company are also of the view that the New Share Placing, the CN Placing and the increase in authorized share capital of the Company are in the interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the SGM.

Yours faithfully By Order of the Board Chung Tai Printing Holdings Limited Dr. Suek Chai Kit, Christopher Chairman

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NOTICE OF SGM

==> picture [68 x 45] intentionally omitted <==

CHUNG TAI PRINTING HOLDINGS LIMITED 中大印刷集團有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 00055)

NOTICE IS HEREBY GIVEN THAT the special general meeting (the “Meeting”) of Chung Tai Printing Holdings Limited (the “Company”) will be held at Ching Room, 4/F., Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Tsimshatsui, Kowloon, Hong Kong at 3:00 p.m. on Monday, 24 September 2007 for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the authorised ordinary share capital of the Company be increased from HK$50,000,000, divided into 500,000,000 shares of par value of HK$0.10 each, to HK$500,000,000, divided into 5,000,000,000 shares of par value of HK$0.10 each, by the addition of HK$450,000,000, divided into 4,500,000,000 new shares of par value of HK$0.10 each.”

2. “ THAT subject to and conditional upon the passing of the ordinary resolution number 1 as set out in the notice convening the Meeting, the New Share Placing Agreement (as defined and described in the circular of the Company dated 6 September 2007 (“Circular”)), a copy of which is produced to the Meeting marked “A” and signed by the chairman of the Meeting for the purpose of identification, and the transactions contemplated in or incidental to the New Share Placing Agreement be and are hereby approved, confirmed and ratified; and the directors and the secretary of the Company or any of them be and are hereby authorised on behalf of the Company:

3. (i) to sign, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as they may in their discretion consider necessary or desirable for the purpose of or in connection with the implementation of the New Share Placing Agreement and all transactions contemplated thereunder;

4. (ii) subject to completion of the New Share Placing Agreement, to allot and issue such number of new shares of the Company of a par value of HK$0.10 each (the "Share") in accordance with the terms and conditions of the New Share Placing Agreement, such new Shares to be issued credited as fully paid and ranking pari passu in all respects with all Shares then in issue;

5. (iii) to exercise or enforce all of the rights of the Company under the New Share Placing Agreement; and

6. (iv) to complete the New Share Placing Agreement in accordance with its terms.”

* for identification purposes only

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NOTICE OF SGM

1. “ THAT subject to and conditional upon the passing of the ordinary resolution number 1 as set out in the notice convening the Meeting, the CN Placing Agreement (as defined and described in the Circular), a copy of which is produced to the Meeting marked “B” and signed by the chairman of the Meeting for identification, and the transactions contemplated in or incidental to the CN Placing Agreement be and are hereby approved, confirmed and ratified; and the directors and the secretary of the Company or any of them be and are hereby authorised on behalf of the Company:

2. (i) to sign, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as they may in their discretion consider necessary or desirable for the purpose of or in connection with the implementation of the CN Placing Agreement and all transactions contemplated thereunder;

3. (ii) subject to the completion of the CN Placing Agreement, to issue the convertible notes up to the aggregate principal amount of HK$140,000,000 (“Convertible Notes”) to be issued by the Company and to be placed by Kingston Securities Limited in accordance with the terms of the CN Placing Agreement, such Convertible Notes to be issued subject to and having the terms and conditions attaching thereto;

4. (iii) to allot and issue such number of new Shares upon conversion of all or any part of the Convertible Notes in accordance with the terms and conditions attaching thereto, such new Shares to be issued credited as fully paid and ranking pari passu in all respects with all Shares then in issue;

5. (iv) to exercise or enforce all of the rights of the Company under the CN Placing Agreement; and

6. (v) to complete the CN Placing Agreement in accordance with its terms.”

By the order of the Board Chung Tai Printing Holdings Limited Dr. Suek Chai Kit, Christopher Chairman

Hong Kong, 6 September 2007

Register office:

Clarendon House Church Street Hamilton, HM 11 Bermuda

Principal place of business in Hong Kong: Chung Tai Printing Group Building 11 Yip Cheong Street On Lok Tsuen Fanling New Territories Hong Kong

– 16 –

NOTICE OF SGM

Notes:

1. A member entitled to attend and vote at the Meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the above 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 in respect thereof.

3. In order for such appointment to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

4. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

The directors of the Company as at the date of this notice are Dr. Suek Chai Kit, Christopher, Ms. Ng Wai Chi, Mr. Suek Chai Hong, Mr. Suek Ka Lun, Ernie and Mr. Lau Chin Hung being the Executive Directors; Mr. Suek Che Hin and Dr. Ng Wai Kwan being the Non-executive Directors; and Mr. Tse Tin Tai, Mr. Wong Sun Fat and Mr. Chan Kwing Choi, Warren being the Independent Non-executive Directors.

– 17 –