China Energy Storage Technology Development Limited — AGM Information 2012

Apr 20, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Telefield International (Holdings) Limited (the “Company”), you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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 representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED 中慧國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1143)

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held on 25 May 2012 (Friday) at 11:00 a.m. at Montparnasse Room, 2/F, Regal Kowloon Hotel, 71 Mody Road, Tsim Sha Tsui, Hong Kong is set out on pages 12 to 16 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Hong Kong Share Registrar of the Company, Tricor Investor Services Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so desire.

23 April 2012

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I –	EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II –	DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . .	9
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .		12

– i –

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held on 25 May 2012 (Friday) at 11:00 a.m. at Montparnasse Room, 2/F, Regal Kowloon Hotel, 71 Mody Road, Tsim Sha Tsui, Hong Kong;

• “AGM Notice” the notice convening the AGM set out on pages 12 to 16 of this circular;

• “Articles” the articles of association of the Company;

• “associates” has the same meaning as defined in the Listing Rules;

• “Board” the board of Directors;

• “Company” Telefield International (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange;

• “connected person(s)” has the same meaning as defined in the Listing Rules;

• “Director(s)” the director(s) of the Company;

• “Group” the Company and its subsidiaries;

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong;

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC;

• “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares set out as resolution no.5 in the AGM Notice;

• “Latest Practicable Date” 17 April 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange;

– 1 –

DEFINITIONS

“PRC”	the People’s Republic of China, and for the purpose of
	this circular, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan Region;
“Repurchase Mandate”	a general and unconditional mandate proposed to be
	granted to the Directors to exercise all powers of the
	Company to repurchase Shares set out as resolution no.6
	in the AGM Notice;
“SFO”	Securities and Futures Ordinance (Chapter 571) of the
	Laws of Hong Kong;
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the
	Company;
“Shareholder(s)”	holder(s) of (a) Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers; and
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED 中慧國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1143)

Executive Directors: Mr. Cheng Han Ngok Steve Mr. Poon Ka Lee Barry Mr. Ng Kim Yuen Ms. Fok Pui Yin Mr. Lee Kai Bon

Registered Office: Clifton House 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

Independent Non-executive Directors: Mr. Au-Yang Cheong Yan Peter Dr. Kwan Pun Fong Vincent Dr. Xue Quan

Head Office and Principal Place of Business in Hong Kong: Units 609-610 6/F, Bio-Informatics Centre No.2 Science Park West Avenue Hong Kong Science Park Shatin, New Territories Hong Kong

23 April 2012

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate; (ii) set out an explanatory statement regarding the Repurchase Mandate; (iii) furnish you details of the proposed re-election of Directors; and (iv) give you notice of the AGM.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

At the annual general meeting of the Company held on 27 May 2011, ordinary resolutions were passed to grant general mandates to the Directors (i) to issue additional Shares not exceeding 20% of issued share capital of the Company as at the date of the passing of the relevant resolutions; (ii) to repurchase Shares not exceeding 10% of the issued share capital of the Company as at the date of passing the relevant resolution; and (iii) to extend the general mandate to issue Shares to include the aggregate number of shares repurchased by the Company. Unless otherwise renewed, the existing mandates to issue and repurchase Shares will lapse at the conclusion of the AGM.

Ordinary resolutions will be proposed at the AGM to grant to the Directors general mandates:

• (i) to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM; and

• (ii) to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM.

In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if granted to the Directors at the AGM).

The Directors have no present intention to exercise the Issue Mandate or the Repurchase Mandate (if granted to the Directors at the AGM).

As at the Latest Practicable Date, a total of 411,714,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued and/ or repurchased by the Company prior to the AGM, the Company will be allowed to issue a maximum of 82,342,800 Shares representing 20% of the aggregate nominal amount of the share capital of the Company as at the date of the AGM.

An explanatory statement containing information regarding the Repurchase Mandate is set out in the Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Articles 108(a) and 108(b) of the Articles of Association, Mr. Cheng Han Ngok Steve, Mr. Poon Ka Lee Barry and Mr. Ng Kim Yuen will retire at the AGM and, being eligible, will offer themselves for re-election at the AGM. Particulars of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

AGM

A notice convening the AGM to be held on 25 May 2012 (Friday) at 11:00 a.m. at Montparnasse Room, 2/F, Regal Kowloon Hotel, 71 Mody Road, Tsim Sha Tsui, Hong Kong is set out on pages 12 to 16 of this circular for the purpose of considering and, if thought fit,

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LETTER FROM THE BOARD

passing the resolutions set out therein. Under Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the AGM must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter (as defined in the Note to Rule 13.39(4) of the Listing Rules) to be voted on by a show of hands.

You will find enclosed a form of proxy for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Hong Kong Share Registrar of the Company, Tricor Investor Services 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 holding the AGM. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM, or any adjourned meeting thereof should you so desire.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend that the Shareholders vote in favour of the relevant resolutions as set out in the AGM Notice at the AGM.

By Order of the Board Telefield International (Holdings) Limited Cheng Han Ngok Steve Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix includes an explanatory statement required by the Stock Exchange to be presented to the Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors in the AGM.

1. LISTING RULES RELATING TO REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. FUNDING AND IMPACT OF REPURCHASES

Any repurchase will be made out of funds which are legally available for the purpose in accordance with the memorandum and articles of association of the Company, the Listing Rules and the applicable laws of the Cayman Islands. Any repurchase of Shares will be made out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purpose of the purchase or, if authorised by the Articles and subject to the laws of the Cayman Islands, out of capital and, in the case of any premium payable on the purchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles and subject to the laws of the Cayman Islands, out of capital. In accordance with the laws of the Cayman Islands, the shares so repurchased would be treated as cancelled.

As compared with the financial position of the Company as at 31 December 2011 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

3. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earning per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

– 6 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 411,714,000 Shares.

Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 41,171,400 Shares, being 10% of the issued share capital of the Company.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the memorandum and articles of association of the Company.

6. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code.

As a result, a Shareholder or a group of Shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the only controlling Shareholder was Dragon Fortune International Limited (“Dragon Fortune”) which owned 243,942,000 Shares (approximately 59.25% of the issued share capital of the Company). In the event that the Repurchase Mandate was exercised in full, the interest of Dragon Fortune would be increased from approximately 59.25% to approximately 65.83%. On the basis of the aforesaid increase of shareholding held by Dragon Fortune, the Directors are not aware of any consequences of such repurchases of Shares that would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full. Moreover, the Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued share capital of the Company.

– 7 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective associates has any present intention, in the event that the proposed Repurchase Mandate is granted, to sell Shares to the Company. No connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make repurchases of Shares.

8. SHARE REPURCHASE MADE BY THE COMPANY

The Company did not purchase any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

9. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 calendar months prior to the Latest Practicable Date:

	Price Per Share	Price Per Share
	Highest	Lowest
	HK$		HK$
2011
April	1.13		0.88
May	1.34		0.96
June	1.00		0.79
July	0.98		0.82
August	0.88		0.57
September	0.68		0.38
October	0.64		0.43
November	0.64		0.49
December	0.59		0.48
2012
January	0.51		0.45
February	0.60		0.48
March	0.57		0.47
April (up to the Latest Practicable Date)	0.57		0.53

– 8 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

The biographical details of the Directors proposed to be retired at the conclusion of the AGM and be proposed to be re-elected at the AGM are set out as follows:

Mr. Cheng Han Ngok Steve , aged 58, an executive Director and chairman of the Company since its incorporation on 18 May 2010, is the founder of the Group and a director of most of the major operating subsidiaries of the Group. Mr. Cheng is responsible for the overall strategic development of the Group’s business. He has over 30 years of experience in consumer electronic products industry. Under Mr. Cheng’s leadership, the Group has succeeded to diversify from the production of telecommunications products to a wider EMS industry segment and entered into the branded products distribution sector.

Mr. Cheng is a standing committee member of The Chinese People’s Political Consultative Conference of the Baiyun District of Guangzhou. Mr. Cheng obtained a Bachelor of Mathematics from the University of Waterloo in Canada in October 1977 and a Higher Diploma in Electronic Engineering from Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University) in November 1973.

Save as disclosed above, Mr. Cheng does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

As at the Latest Practicable Date, Mr. Cheng had corporate interest in 274,588,000 Shares (approximately 66.69% of the issued share capital of the Company) within the meaning of Part XV of the SFO.

Mr. Cheng and Mr. Poon Ka Lee Barry are brothers-in-laws. Save as disclosed above, Mr. Cheng does not have any relationship with other Directors, senior management, substantial or controlling Shareholders of the Company and he has no other interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Mr. Cheng has entered into a Director’s service agreement with the Company commencing on 1 July 2010, which may be terminated by either party thereto giving to the other not less than three months’ prior written notice. For the year ended 31 December 2011, Mr. Cheng received total emoluments of HK$2,977,000, which includes his salaries and a discretionary bonus. Directors’ remunerations are determined with reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibilities with the Group. The discretionary bonus is subject to the approval by the Board.

Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Mr. Poon Ka Lee Barry , aged 52, an executive Director since 1 July 2010, is the chief financial officer and the company secretary of the Company. He is currently a director of most of the major operating subsidiaries of the Group. He is also a supervisor of Guangzhou Telefield Limited (the “Guangzhou Telefield”), Guangzhou Telefield Medical Devices Limited (the “Guangzhou Telefield Medical”) and Telefield Vision (Shanghai) Limited (the “Telefield Vision (SH)”). Mr. Poon is responsible for developing and implementing the Group’s strategic objectives and business plans.

Mr. Poon has over 25 years of experience in audit, accounting and finance. He is currently a practising member of the Hong Kong Institute of Certified Public Accountants. He is also an associate member of the Association of Chartered Certified Accountants. Mr. Poon obtained a Master Degree in Business Administration from the University of Manchester in the United Kingdom in December 2002 and a Professional Diploma in Accountancy from Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University) in November 1983. Since October 2009 and up to February 2012, Mr. Poon has been an independent non-executive director of Sunlink International Holdings Limited (“Sunlink”) (stock code: 2336), a company listed on the Main Board of the Stock Exchange. His appointment was subsequent to a winding-up petition against Sunlink which was filed on 1 December 2008 and the petition was subsequently discharged in February 2012.

Save as disclosed above, Mr. Poon does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

As at the Latest Practicable Date, Mr. Poon owned 540,000 Shares (approximately 0.13% of the issued share capital of the Company) and held 1.76% interest of Dragon Fortune, which in turn, owned 243,942,000 Shares (approximately 59.25% of the issued share capital of the Company).

Mr. Poon and Mr. Cheng Han Ngok Steve are brothers-in-laws. Save as disclosed above, Mr. Poon does not have any relationship with other Directors, senior management, substantial or controlling Shareholders of the Company and he has no other interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Mr. Poon has entered into a Director’s service agreement with the Company commencing on 1 July 2010, which may be terminated by either party thereto giving to the other not less than three months’ prior written notice. For the year ended 31 December 2011, Mr. Poon received total emoluments of HK$1,172,000, which includes his salaries and discretionary bonus. Directors’ remunerations are determined with reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibilities with the Group. The discretionary bonus is subject to the approval by the Board.

Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Mr. Ng Kim Yuen , aged 51, an executive Director since 1 July 2010, is currently the general manager of manufacturing division of Telefield Limited (the “Telefield (HK)”). Mr. Ng is also a director of Guangzhou Telefield, Huizhou Telefield Limited (the “Huizhou Telefield”), Telefield Vision (SH), Guangzhou Telefield Medical, Telefield Holdings Limited (formerly known as “Orient Power Telecommunication Limited” and “Big Apple Enterprises Limited” (the “Telefield (BVI)”)) and Telefield (HK). Mr. Ng has over 25 years of experience in the electronics industry.

Mr. Ng is a chartered engineer of the Engineering Council and is a member of The Hong Kong Institution of Engineers and The Institution of Electrical Engineers, the United Kingdom. He obtained a Master of Science in Engineering from The University of Hong Kong in December 1989 and Associateship and Higher Diploma in Production and Industrial Engineering from Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University) in November 1983 and November 1982, respectively.

Save as disclosed above, Mr. Ng does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

As at the Latest Practicable Date, Mr. Ng owned 2,640,000 Shares (approximately 0.64% of the issued share capital of the Company) and held 8.77% interest of Dragon Fortune, which in turn, owned 243,942,000 Shares (approximately 59.25% of the issued share capital of the Company).

Save as disclosed above, Mr. Ng does not have any relationship with other Directors, senior management, substantial or controlling Shareholders of the Company and he has no other interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Mr. Ng has entered into a Director’s service agreement with the Company commencing on 1 July 2010, which may be terminated by either party thereto giving to the other not less than three months’ prior written notice. For the year ended 31 December 2011, Mr. Ng received total emoluments of HK$1,538,000, which includes his salaries and a discretionary bonus. Directors’ remunerations are determined with reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibilities with the Group. The discretionary bonus is subject to the approval by the Board.

Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED 中慧國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1143)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of Telefield International (Holdings) Limited (the “ Company ”) will be held on 25 May 2012 (Friday) at 11:00 a.m. at Montparnasse Room, 2/F, Regal Kowloon Hotel, 71 Mody Road, Tsim Sha Tsui, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated accounts and reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 December 2011.

2. To declare a final dividend for the year ended 31 December 2011.

3. To re-appoint RSM Nelson Wheeler Certified Public Accountants as auditors of the Company and the board of directors of the Company (the “Board”) be authorised to fix their remuneration.

4. (a) To re-elect Mr. Cheng Han Ngok Steve as an executive director of the Company and the Board be authorised to fix his director’s remuneration

5. (b) To re-elect Mr. Poon Ka Lee Barry as an executive director of the Company and the Board be authorised to fix his director’s remuneration

6. (c) To re-elect Mr. Ng Kim Yuen as an executive director of the Company and the Board be authorised to fix his director’s remuneration

7. “ THAT :

8. (A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (B) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares in the capital of the Company) during or after the end of the Relevant Period;

• (C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the time of passing this resolution and the said approval shall be limited accordingly; and

• (D) for the purposes 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;

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company’s articles of association to be held; or

• (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 open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).”

1. “ THAT :

2. (A) subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;

3. (B) the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;

4. (C) the aggregate nominal amount of share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the time of passing this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (D) for the purposes 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 laws of the Cayman Islands or the Company’s articles of association to be held; or

• (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.”

• “ THAT conditional upon the passing of Resolutions 5 and 6 as set out in this notice convening the Meeting of which this Resolution forms part, the general mandate granted to the Directors pursuant to Resolution 5 as set out in this notice convening the Meeting of which this Resolution forms part be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 6 as set out in this notice convening the Meeting of which this Resolution forms part, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution.”

By Order of the Board Telefield International (Holdings) Limited Cheng Han Ngok Steve Chairman

Hong Kong, 23 April 2012

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong Share Registrar of the Company, Tricor Investor Services Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

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NOTICE OF ANNUAL GENERAL MEETING

1. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

2. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

3. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so desire and in such event, the instrument appointing a proxy should be deemed to be revoked.

4. An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against the ordinary resolution no. 6 as set out in this notice is enclosed.

5. The register of member of the Company will be closed from Thursday, 31 May 2012 to Monday, 4 June 2012 (both days inclusive), during such period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Share Registrar, Tricor Investor Services Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Wednesday, 30 May 2012.

6. Details of the retiring Directors proposed to be re-elected as Directors of the Company at the Meeting are set out in Appendix II to this circular.

7. A form of proxy for use at the Meeting is enclosed.

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