CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2010

Jul 9, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of 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 Far East Global Group Limited (the “Company”), you should at once hand this circular, together with the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

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FAR EAST GLOBAL GROUP LIMITED 遠東環球集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 830)

PROPOSED GRANT OF SHARE OPTIONS

A notice convening an extraordinary general meeting of Far East Global Group Limited to be held at 17th Floor, Eight Commercial Tower, 8 Sun Yip Street, Chai Wan, Hong Kong on 27 July 2010 at 10:00 a.m. is set out on pages 11 to 12 of this circular.

Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

12 July 2010

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

• i -

DEFINITIONS

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

“Articles”	the articles of association of the Company;
“associate(s)”	has the meaning as defined in the Listing Rules;
“Board”	the board of Directors;
“BVI”	the British Virgin Islands;
“Companies Law”	the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated
	and revised) of the Cayman Islands;
“Company”	Far East Global Group Limited, a company incorporated in the
	Cayman Islands with limited liability and the issued Shares of
	which are listed on the Stock Exchange;
“connected person(s)”	has the meaning as defined in the Listing Rules;
“Director(s)”	the director(s) of the Company;
“EGM”	the extraordinary general meeting of the Company to be held
	at 17th Floor, Eight Commercial Tower, 8 Sun Yip Street, Chai
	Wan, Hong Kong at 10:00 a.m. on 27 July 2010, to consider
	and, if thought fit to approve the resolutions contained in the
	Notice;
“Group”	Far East Global Group Limited and its subsidiaries;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Independent Shareholders”	the Shareholders other than all connected persons of the Company
	and their respective associates;
“Latest Practicable Date”	8 July 2010, 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

“Notice”	the notice convening the EGM which is set out on pages 11 and
	12 of this circular;
“Proposed Share Options”	the options to be granted to Mr. Huang Brad and Mr. Kwok
	Yeung Kwong under the Share Option Scheme to subscribe for
	10,000,000 Shares and 25,000,000 Shares respectively as described
	herein, subject to approval by Independent Shareholders at the
	EGM;
“SFO”	the Securities and Futures Ordinance (Chapter 571) of the Laws
	of Hong Kong;
“Share Option Scheme”	the share option scheme approved and adopted by the Company
	on 10 March 2010 with effect from the listing of the Shares in
	the Stock Exchange;
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company;
“Shareholder(s)”	holder(s) of the Shares;
“Stock Exchange”	the Stock Exchange of Hong Kong Limited;
“Subsidiary”	a subsidiary undertaking within the meaning of the Companies
	Ordinance (Chapter 32 of Laws of Hong Kong) for the time
	being of the Company and “Subsidiaries” shall be construed
	accordingly;
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers; and
“%”	per cent.

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LETTER FROM THE BOARD

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FAR EAST GLOBAL GROUP LIMITED 遠東環球集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 830)

Executive Directors: Mr. HUANG Brad (Chairman) Mr. KWOK Yeung Kwong (Chief Executive Officer) Mr. KO Chuk Kin, Herbert Mr. CHIU Lok Man

Non-executive Director: Mr. HUANG Guangyu

Independent non-executive Directors: Mr. ZHOU Jinsong Mr. YEN Homer Shih Hung Mr. HONG Winn

Registered office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Head office and principal place of business in Hong Kong: 17th Floor, Eight Commercial Tower 8 Sun Yip Street Chai Wan Hong Kong 12 July 2010

To the Shareholders,

Dear Sir/Madam,

PROPOSED GRANT OF SHARE OPTIONS

INTRODUCTION

Reference is made to the announcement of the Company dated 30 June 2010 in respect of the grant of share options of the Company.

On 29 June 2010, the Board resolved to grant 112,175,000 share options to subscribe for the Shares to certain individuals pursuant to the Share Option Scheme. Among the share options granted, the Proposed Share Options were granted conditionally to Mr. Huang Brad (“Mr. Huang”) and Mr. Kwok Yeung Kwong (“Mr. Kwok”), both being the executive Directors and being considered as the substantial shareholders of the Company, to subscribe for 10,000,000 Shares and 25,000,000 Shares respectively. As further explained below, the grant of the Proposed Share Options is subject to the approval from the Independent Shareholders.

• 3 -

LETTER FROM THE BOARD

The purpose of this circular is (i) to provide you with details of the Proposed Share Options; (ii) to set out the recommendation from independent non-executive Directors in respect of the grant of the Proposed Share Options and (iii) to give you notice of the EGM at which ordinary resolutions will be proposed for the Independent Shareholders to consider, and if thought fit, to approve the grant of the Proposed Share Options.

DETAILS OF THE PROPOSED SHARE OPTIONS

Date of Board meeting approving the 29 June 2010 (“Date of Grant”) grant of the Proposed Share Options

Subscription price HK$0.65 per Share, being the highest of (i) the nominal value of a Share; (ii) the closing price of the Shares as stated in the Stock Exchange’s daily quotation sheet on the Date of Grant; and (iii) the average closing price of the Share as stated in the Stock Exchange’s daily quotation sheets for the five trading days immediate preceding the Date of Grant Closing price of the Shares HK$0.65 on the Date of Grant Average closing price of the Shares HK$0.64 for the five trading days immediately preceding the Date of Grant Grantees Mr. Huang, Chairman of the Company Mr. Kwok, Chief Executive Officer of the Company Number of the Proposed Share Options 10,000,000 share options, representing 0.90% of Share in issue as at the Latest Practicable Date, to Mr. Huang 25,000,000 share options, representing 2.24% of Share in issue as at the Latest Practicable Date, to Mr. Kwok

Validity period of the 10 years, from 29 June 2010 to 28 June 2020, the Proposed Share Options Proposed Share Options will be vested in four equal tranches which will be vested on 29 June 2011, 2012, 2013 and 2014 respectively, and will be then exercisable until they are exercised or lapsed. The exercise of the Proposed Share Options is also subject to other conditions as specified in the Share Option Scheme Performance target Nil

• 4 -

LETTER FROM THE BOARD

Voting and dividend rights

No voting rights and dividends rights

Transferability

Not transferable

• Consideration paid on acceptance by the Grantees

HK$1.00 from each grantee

• Previous grant of share option under the Share Option Scheme

No share option has been granted by the Company prior to the Date of Grant. On the Date of Grant, in additional to the Proposed Share Options, 77,175,000 share options have been granted to (i) Directors other than Mr. Huang and Mr. Kwok and (ii) employees, consultants and advisors who are qualified as participants of the Scheme and are not Directors, substantial shareholders of the Company nor associates of any Directors or substantial shareholders of the Company.

Other rights and condition

Per Share Option Scheme, copy of which shall be available for inspection on 17th Floor, Eight Commercial Tower, 8 Sun Yip Street, Chai Wan, Hong Kong from the date of this circular until 27 July 2010, being the date of the EGM.

The grant of the Proposed Share Options, which forms part of the remuneration of the Grantees, has been determined and approved by the remuneration committee of the Board by reference to their experience and qualification and duties and responsibilities with the Company. The Board considers that the Grantees have made recognized contributions to the Group in the operation and the strategy formation of the Group and will continue to make contribution to the Group thereafter. Therefore, the Board believes that the grant of the Proposed Share Options serves the purpose of the Scheme, which is to recognize, and motivate the contribution of Grantees which are essential to the development of the business of the Group.

The grant of the Proposed Share Options has been approved by all independent non-executive Directors in accordance with the Listing Rules and the rules governing the Share Option Scheme.

LISTING RULES IMPLICATIONS

• (1) Based on 1,116,108,000 Shares in issue as of the Latest Practicable Date, the total number of Shares to be issued upon the exercise of the Proposed Share Options conditionally granted to Mr. Kwok would exceed 1% of Shares in issue. Pursuant to the note to Rule 17.03(4) and the relevant rules of the Share Option Scheme, such grant must be approved by the Shareholders in general meeting with Mr. Kwok and his associates in aggregate holding approximately 11.20% of the Shares in issue, abstaining from voting for the approval of the grant of share options to him.

• 5 -

LETTER FROM THE BOARD

• (2) Mr. Huang and Mr. Kwok are the Directors and are, as set out in the section headed “Disclosure of Interest” below, also considered as the substantial shareholders of the Company. The grant of Proposed Share Options to each of them exceeded (i) 0.1% of the total number of 1,121,750,000 Shares in issue as at the Date of Grant and (ii) HK$5 million in aggregate value based on the closing price of the Shares at the Date of Grant. Therefore, pursuant to Rule 17.04(1) of Listing Rules and the relevant rules of the Share Option Scheme, such grant to each grantee must be approved by (i) the independent non-executive Directors and (ii) the Independent Shareholders. All connected persons of the Company must abstain from voting in favour at the general meeting for such purpose.

• (3) As at the Latest Practicable Date, no notice has been received by the Board from any of the connected persons of the Company of his, her or its intention to vote against the relevant resolution at the EGM.

• (4) The EGM, the details of which will be set out below, will be held for the purpose of approving the grant of the Proposed Share Options according to the requirements of the Listing Rules set out in (1) and (2) above.

DISCLOSURE OF INTEREST

As of the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following Directors or the chief executive of the Company had or deemed to have interests or short positions in the shares, underlying shares or debenture of the Company and its associated corporations (within the meaning of Part XV of the SFO), (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provision of the SFO); (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules:

				Approximate
	The			percentage of
	company		Number of securities	share holding
Name	concerned	Capacity	of the Company	in the Company
			(note 1)	(note 2)
Huang Brad	The Company	Beneficial owner	125,052,000 (L)(note 3)	11.20%
			10,000,000 (L)(note 4)	0.90%
Kwok Yeung Kwong	The Company	Beneficial owner	125,052,000 (L)(note 3)	11.20%
			25,000,000 (L)(note 4)	2.24%
	World Eastern Cladding	Registered holder	49 shares of AED	49%
	Works (LLC)		3,000 each_(note 5)_
Ko Chuk Kin, Herbert	The Company	Beneficial owner	7,650,000 (L)(note 6)	0.69%
			3,000,000 (L)(note 7)	0.27%
Chiu Lok Man	The Company	Beneficial owner	7,650,000 (L)(note 6)	0.69%
			1,800,000 (L)(note 7)	0.16%

• 6 -

LETTER FROM THE BOARD

Notes:

1. The letter “L” denotes the person’s long position in the securities of the Company.

2. The percentage figures are calculated based on 1,116,108,000 Shares in issue as of the Latest Practicable Date.

3. Full Mission Limited is a substantial shareholder of the Company which is owned as to 50% by Mr. Huang (Chairman and an executive Director) and as to 50% by Mr. Kwok (an executive Director and the chief executive officer of the Company). Accordingly, both Mr. Huang and Mr. Kwok are deemed to be interested in all the Shares held by Full Mission Limited.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, among the Shares for which Mr. Kwok is deemed to be interested, Mr. Kwok is beneficially interested in 62,534,500 Shares pursuant to a declaration of trust executed by Full Mission Limited in favour of him (as more particularly described in the section headed “History, Reorganization and Group Structure” of the Prospectus of the Company dated 17 March 2010).

1. Long positions represent the share options conditionally granted to Mr. Huang and Mr. Kwok by the Board on 29 June 2010, subject to the approval of Independent Shareholders in the EGM.

2. By a side agreement, Mr. Abdulaziz Khalil Mohammad Samea Al Mutawa holds 51% of the issued shares in World Eastern Cladding Works (LLC) on behalf of Mr. Kwok. Mr. Kwok executed a declaration of trust declaring the 100% of the issued shares held by him (49% through the registration of 49 shares under his name and 51% through the side agreement with Mr. Al Mutawa) are beneficially owned by Far East Facade (UAE) Limited.

3. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of Mr. Ko Chuk Kin, Herbert and Mr. Chiu Lok Man is beneficially interested in the relevant Shares pursuant to a declaration of trust executed by Full Mission Limited in favour of each of them (as more particularly described in the section headed “History, Reorganization and Group Structure” of the Prospectus of the Company dated 17 March 2010).

4. Long positions represent share options granted to the respective Directors by the Board on 29 June 2010.

As of the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following persons (not being a Director or chief executive of the Company) had, or were deemed to have, interest or a short position in the shares or underlying shares or debenture of the Company would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO.

• 7 -

LETTER FROM THE BOARD

		Class and	Approximate
		number of	percentage of
		securities	share holding
Name	Capacity	of the Company	in the Company
		(note 1)	(note 2)
Showmost Group Limited_(note 3)_	Beneficial owner	522,750,000 (L)	46.84%
LCF II Holdings, Limited_(note 3)_	Interest of controlled corporation	522,750,000 (L)	46.84%
Lotus China Fund II, L.P.(note 3)	Interest of controlled corporation	522,750,000 (L)	46.84%
Starflash Investment Limited_(note 4)_	Beneficial owner	112,050,000 (L)	10.04%
Gorgerz Limited_(note 4)_	Interest of controlled corporation	112,050,000 (L)	10.04%
Tsang Lik Chung_(note 4)_	Interest of controlled corporation	112,050,000 (L)	10.04%
Full Mission Limited_(note 5)_	Beneficial owner	125,052,000 (L)	11.20%
Ho Kit Ling Anna_(note 6)_	Interest of spouse	112,050,000 (L)	10.04%
Yuen Mary_(note 7)_	Interest of spouse	125,052,000 (L)	11.20%
		25,000,000 (L)	2.24%
Huang Chen Wei Lay,	Interest of spouse	125,052,000 (L)	11.20%
Bernadette_(note 8)_		10,000,000 (L)	0.90%
China Overseas Insurance	Beneficial owner	103,920,000 (L)	9.31%
Limited (“COIL”)(note 9)
China State Construction	Interest of controlled corporation	103,920,000 (L)	9.31%
International Holdings Limited
(“CSCIHL”)(note 9)
China Overseas Holdings	Interest of controlled corporation	103,920,000 (L)	9.31%
Limited (“COHL”)(note 9)
China State Construction Engineering	Interest of controlled corporation	103,920,000 (L)	9.31%
Corporation Limited
(“CSCECL”)(note 9)
China State Construction Engineering	Interest of controlled corporation	103,920,000 (L)	9.31%
Corporation (“CSCEC”)(note 9)

Notes:

1. The letter “L” denotes the entity/person’s long position in the securities of the Company.

2. The percentage figures are calculated based on 1,116,108,000 Shares in issue as of the Latest Practicable Date.

3. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Showmost Group Limited is a limited liability company incorporated in BVI and is wholly-owned by LCF II Holdings, Limited (which in turn is wholly-owned by Lotus China Fund II, L.P.). Accordingly, under the SFO, both LCF II Holdings, Limited and Lotus China Fund II, L.P. are deemed to be interested in all the Shares held by Showmost Group Limited.

4. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Starflash Investment Limited is a limited liability company incorporated in BVI and is wholly-owned by Gorgerz Limited (which in turn is wholly-owned by Mr. Tsang Lik Chung). Accordingly, under the SFO, both Gorgerz Limited and Mr. Tsang Lik Chung are deemed to be interested in all the Shares held by Starflash Investment Limited.

5. 8 -

LETTER FROM THE BOARD

1. Full Mission Limited is a limited liability company incorporated in BVI and is owned as to 50% by Mr. Huang (Chairman and an executive Director) and as to 50% by Mr. Kwok (an executive Director and the chief executive officer of the Company). Accordingly, both Mr. Huang and Mr. Kwok are deemed to be interested in all the Shares held by Full Mission Limited. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, among the Shares for which Mr. Kwok is deemed to be interested, Mr. Kwok is beneficially interested in 62,534,500 Shares pursuant to a declaration of trust executed by Full Mission Limited in favour of him.

2. Madam Ho Kit Ling, Anna, the spouse of Mr. Tsang Lik Chung is also deemed to be interested in 112,050,000 Shares in which Mr. Tsang is deemed to be interested.

3. Madam Yuen Mary, the spouse of Mr. Kwok is also deemed to be interested in such 125,052,000 Shares in which Mr. Kwok is deemed to be interested and 25,000,000 share options conditionally granted to Mr. Kwok on 29 June 2010, subject to the approval of the Independent Shareholders in the EGM.

4. Madam Huang Chen Wei Lay, Bernadette, the spouse of Mr. Huang is also deemed to be interested in such 125,052,000 Shares in which Mr. Huang is deemed to be interested and 10,000,000 share options conditionally granted to Mr. Huang on 29 June 2010, subject to the approval of the Independent Shareholders in the EGM.

5. COIL is the cornerstone investor of the Company in the Global Offering. COIL is a wholly-owned subsidiary of CSCIHL, a limited liability company incorporated in Cayman Islands and whose shares are listed on the Stock Exchange. CSCIHL is a non-wholly-owned subsidiary of COHL which is in turn a wholly-owned subsidiary of CSCECL. CSCECL is a non-wholly-owned subsidiary of CSCEC. Accordingly under the SFO, both CSCIHL, COHL, CSCECL and CSCEC are deemed to be interested in all the Shares held by COIL.

RECOMMENDATION

In consideration of the past contribution of Mr. Huang and Mr. Kwok to the Group and their expected contributions to the Group as mentioned above, the Board and all independent non-executive Directors consider that the terms of the grant of the Proposed Share Options are fair and reasonable so far as the Company is concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board and all independent non-executive Directors recommend that the Independent Shareholders vote in favour of the resolutions set out in the notice of the EGM for the approval of the grant of the Proposed Share Options.

EGM

The notice of the EGM is set out on pages 11 to 12 of this circular. At the EGM, ordinary resolutions will be proposed to approve the grant of the Proposed Share Options to the Grantees by way of poll.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

• 9 -

LETTER FROM THE BOARD

All resolutions at the EGM shall be conducted by way of poll and the results of the EGM will be announced by the Company in compliance with the Listing Rules.

Pursuant to Rule 17.04(1) of the Listing Rules, all connected persons of the Company and their respective associates are required to abstain from voting at the EGM in favour of the resolution approving the grant of the Proposed Share Options. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Full Mission Limited, Starflash Investment Limited and Showmost Group Limited, all the Directors and their associates are connected persons of the Company and their aggregate interests in Shares are 759,852,000 shares, representing 68.08% of the issued Shares of the Company. Save as the above, no other Shareholders are required to abstain from voting in favour at the EGM under the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

For the purposes of the EGM, the transfer books and Register of Members of the Company will be closed on 27 July 2010 and no transfer of Shares will be registered on that day.

In order to qualify for attending the EGM to be held on 27 July 2010, all transfer documents accompanied by the relevant share certificates must be loaded with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 26 July 2010.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

Yours faithfully, For and on behalf of the Board of Far East Global Group Limited Huang Brad Chairman

• 10 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

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FAR EAST GLOBAL GROUP LIMITED 遠東環球集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 830)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Far East Global Group Limited (the “ Company ”) will be held at 17th Floor, Eight Commercial Tower, 8 Sun Yip Street, Chai Wan, Hong Kong on 27, July 2010 at 10:00 a.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

“ THAT ;

each as a separate resolution, the grant of the following share options to each of the following grantees, under the Share Option Scheme of the Company adopted on 10 March 2010, as conditionally approved by the Board on 29 June 2010 be and are hereby approved, ratified and confirmed:

• (i) the grant of share options to Mr. Huang Brad to subscribe for 10,000,000 ordinary shares of the Company of HK$0.01 each (the “Shares”) at subscription price of HK$0.65 per Share; and

• (ii) the grant of share options to Mr. Kwok Yeung Kwong to subscribe for 25,000,000 ordinary shares of the Company of HK$0.01 each (the “Shares”) at subscription price of HK$0.65 per Share; and

any one Director and/or the company secretary of the Company be and are hereby authorized to perform all such acts, deeds and things and execute all documents as they consider necessary or expedient to effect and implement the grant of share options.”

By order of the Board Far East Global Group Limited Huang Brad Chairman

Hong Kong, 12 July 2010

• 11 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A form of proxy for the meeting is enclosed.

2. 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 and a proxy so appointed shall have the same right as the member to speak at the meeting. Votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint any number of proxies to attend in his stead at any one general meeting (or at any one class meeting).

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

4. 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 at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

5. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

7. The Register of Members of the Company will be closed on 27 July 2010 and no share transfers will be effected on that day. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 26 July 2010.

8. 12 -