Come Sure Group (Holdings) Limited — Proxy Solicitation & Information Statement 2009

Sep 8, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult 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 Come Sure Group (Holdings) Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

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COME SURE GROUP (HOLDINGS) LIMITED 錦勝集團（控股）有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00794)

(1) DISCLOSEABLE AND CONNECTED TRANSACTION DISPOSAL OF SUBSIDIARIES

(2) PROPOSED CONTINUING CONNECTED TRANSACTION LEASING OF FACTORY PREMISES

Independent Financial Adviser to Independent Board Committee and Independent Shareholders

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A letter from the Independent Board Committee is set out on page 12 of this circular. A letter from Cinda International Capital Limited, the independent financial adviser, is set out on pages 13 to 18 of this circular.

A notice convening an extraordinary general meeting of the Company to be held on 25 September 2009 (Friday) at 12:00 noon at Unit 3203, Admiralty Centre I, 18 Harcourt Road, Hong Kong is set out on pages 30 to 31 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, 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 less than 48 hours before the time appointed for holding the extraordinary general meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting thereof should you so desire.

9 September 2009

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from Cinda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix I – Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Appendix II – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30

– i –

DEFINITIONS

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

• “April Lion King”

April Lion King Limited, a company incorporated in the British Virgin Islands with limited liability and wholly-owned by Mr. Chong

• “associates”

• has the meaning ascribed thereto under the Listing Rules

• “Board”

• the board of Directors

• “Bright Leader Holdings”

• Bright Leader Holdings Limited, a company incorporated in Hong Kong with limited liability; as at the Latest Practicable Date, Bright Leader Holdings is an indirect wholly-owned subsidiary of the Company owned as to 100% by Jumbo Match

• “Bright Leader Shenzhen”

• Bright Leader Trading (Shenzhen) Company Limited (耀駿貿易（深圳）有限公司), a wholly foreign-owned enterprise established in the PRC with limited liability; as at the Latest Practicable Date, Bright Leader Shenzhen is an indirect wholly-owned subsidiary of the Company owned as to 100% by Bright Leader Holdings

• “Business Day”

• a day on which commercial banks in Hong Kong normally open for business (excluding Saturdays, Sundays and public holidays)

• “Cinda”

Cinda International Capital Limited, a licensed corporation under the SFO permitted to engage in types 1 and 6 of the regulated activities as defined in the SFO and the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Disposal

• “Come Sure Shenzhen”

Come Sure Packing Products (Shenzhen) Company Limited (錦勝包裝（深圳）有限公司), a wholly foreignowned enterprise established in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company

– 1 –

DEFINITIONS

“Company”

• Come Sure Group (Holdings) Limited, a company incorporated in Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

• “Completion” completion of the Disposal

• “connected person(s)”

• has the meaning ascribed thereto under the Listing Rules

• “Current Lease Contracts”

• the lease contract in relation to the part of the Property with a gross floor area of 11,132 square metres and the lease contract in relation to the part of the Property with a gross floor area of 3,124 square metres both dated 20 May 2008 and entered into between Bright Leader Shenzhen as lessor and Come Sure Shenzhen as lessee

• “Directors”

• the directors of the Company

• “Disposal”

• the disposal of the entire issued shares in Bright Leader Holdings to April Lion King

• “EGM”

• the extraordinary general meeting of the Company to be held to consider and approve, among other things, the Disposal

• “First Production Plant”

• the production plant operated by Come Sure Shenzhen situated in the Property

• “Grant Sherman” or “Valuer”

• Grant Sherman Appraisal Limited, an independent property valuer appointed by the Company

• “Group”

• the Company 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 Board Committee”

• an independent board committee of the Board comprising the independent non-executive Directors, namely Mr. Chau On Ta Yuen, Ms. Tsui Pui Man and Mr. Law Tze Lun

– 2 –

DEFINITIONS

• “Independent Shareholders”

• the Shareholders who are not required to abstain from voting at the EGM to approve the Disposal

• “Jumbo Match”

• Jumbo Match Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

• “Latest Practicable Date”

• 4 September 2009, 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

• “Mr. Chong”

• Mr. Chong Kam Chau, the founder, executive Director, President of the Group and chairman of the Board

• “New Lease Contracts” the proposed lease contract in relation to part of the Property with a gross floor area of 11,132 square metres and the proposed lease contract in relation to part of the Property with a gross floor area of 3,124 square metres entered into between Bright Leader Shenzhen as lessor and Come Sure Shenzhen as lessee particulars of which are set out in this circular

• “PRC”

• the People’s Republic of China (for the purposes of this circular excluding Hong Kong, Macau Special Administrative Region and Taiwan)

• “Property”

• the land use right of approximately 25,678.7 square metres together with the factory, office and staff quarters erected thereon located at Shahuan South Road, Ma An Shan, Shajing Town, Bao’an District, Shenzhen, Guangdong, the PRC with a total gross floor area of approximately 14,256 square metres and owned by Bright Leader Shenzhen

• “RMB”

• Renminbi, the lawful currency of the PRC

• “Sale and Purchase Agreement”

• an agreement dated 17 August 2009 entered into by Jumbo Match as vendor and April Lion King as purchaser in respect of the Disposal

• “SFO”

• Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)

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DEFINITIONS

“Shareholders” the holders of the Shares “Shares” shares of HK$0.01 each in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Valuation Report” the valuation report issued by Grant Sherman to assess the value of the Property and set out in Appendix I to this circular

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LETTER FROM THE BOARD

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COME SURE GROUP (HOLDINGS) LIMITED 錦勝集團（控股）有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00794)

Executive Directors: Mr. Chong Kam Chau Mr. Chong Wa Pan Mr. Yiu Ho Chi, Stephen Mr. Chong Wa Ching Mr. Chong Wa Lam

Independent non-executive Directors: Mr. Chau On Ta Yuen Ms. Tsui Pui Man Mr. Law Tze Lun

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

Head Office and Principal Place of business in Hong Kong: Unit 8-10, 8th Floor Cornell Centre 50 Wing Tai Road Chai Wan, Hong Kong

9 September 2009

To the Shareholders

Dear Sirs or Madams,

(1) DISCLOSEABLE AND CONNECTED TRANSACTION DISPOSAL OF SUBSIDIARIES (2) PROPOSED CONTINUING CONNECTED TRANSACTION LEASING OF FACTORY PREMISES

INTRODUCTION

As at the Latest Practicable Date, the Company, through its wholly-owned subsidiary Jumbo Match, holds the entire issued shares of Bright Leader Holdings. Bright Leader Holdings holds 100% equity interest in Bright Leader Shenzhen. Bright Leader Shenzhen in turn owns the Property at which the First Production Plant of Come Sure Shenzhen, another indirect wholly-owned subsidiary of the Company, is located.

* For identification purpose only

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LETTER FROM THE BOARD

THE DISPOSAL

The Board announced that on 17 August 2009, Jumbo Match entered into the Sale and Purchase Agreement with April Lion King, pursuant to which Jumbo Match conditionally agreed to sell and April Lion King conditionally agreed to acquire the entire issued shares of Bright Leader Holdings at a consideration of HK$15,333,054. At Completion, Jumbo Match shall procure that Come Sure Shenzhen shall forthwith repay an amount of HK$154,900 due to Bright Leader Holdings and April Lion King shall also procure that Bright Leader Holdings shall forthwith repay an amount of HK$15,049,960 due to the Group. Upon Completion, Bright Leader Holdings and Bright Leader Shenzhen will cease to be subsidiaries of the Company.

THE PROPOSED LEASE

It is also proposed that on the same date of Completion, Bright Leader Shenzhen as lessor and Come Sure Shenzhen as lessee will forthwith terminate the Current Lease Contracts and enter into the New Lease Contracts in relation to the Property. The New Lease Contracts will commence from the date of Completion for 36 months at an aggregate monthly rental of RMB136,312.

The purpose of this circular is to provide you with, among others, (i) details of the Disposal and the New Lease Contracts; (ii) a letter from the Independent Board Committee containing its advice and recommendation to the Independent Shareholders in respect of the Disposal; (iii) a letter from Cinda to the Independent Board Committee and the Independent Shareholders containing its advice in respect of the Disposal; (iv) the Valuation Report; and (v) a notice of the EGM.

(1) THE DISPOSAL

The Sale and Purchase Agreement

Date

17 August 2009

Parties

(1) Vendor : Jumbo Match (2) Purchaser : April Lion King

Jumbo Match is a limited liability company incorporated in the British Virgin Islands and is wholly-owned by the Company. The principal business of Jumbo Match is investment holding.

April Lion King is a limited liability company incorporated in the British Virgin Islands and is wholly-owned by Mr. Chong, who is the chairman of the Company. The principal business of April Lion King is investment holding.

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LETTER FROM THE BOARD

The Disposal

On 17 August 2009, Jumbo Match entered into the Sale and Purchase Agreement with April Lion King, pursuant to which Jumbo Match conditionally agreed to sell and April Lion King conditionally agreed to acquire the entire issued shares of Bright Leader Holdings. Upon completion of the Disposal, Bright Leader Holdings and Bright Leader Shenzhen will cease to be subsidiaries of the Company.

Pursuant to the Sale and Purchase Agreement, Jumbo Match shall sell as beneficial owner and April Lion King shall purchase the entire issued shares of Bright Leader Holdings free from all liens, charges, mortgages, equity, adverse interest and encumbrances and from all other rights exercisable by third parties together with all rights on the date of the Sale and Purchase Agreement or thereafter attaching thereto including all dividends and distributions declared, made or paid or agreed to be made or paid thereon.

Consideration

The total amount of the consideration of the Sale and Purchase Agreement is HK$15,333,054, which shall be paid in cash at Completion. At Completion, Jumbo Match shall procure that Come Sure Shenzhen shall forthwith repay an amount of HK$154,900 due to Bright Leader Holdings and April Lion King shall also procure that Bright Leader Holdings shall forthwith on the date of Completion repay an amount of HK$15,049,960 due to the Group. April Lion King has not provided any guarantee or security to the Group for the repayment of such amount.

The consideration of the Sale and Purchase Agreement was arrived at after arm’s length negotiation by the parties with reference to (i) the market value of the Property valued at HK$27,930,000, which has been assessed by Grant Sherman adopting the depreciated replacement cost approach as at 31 July 2009 set out in Appendix I to this circular (Grant Sherman advised that as the proposed rental under the New Lease Contracts is in line with the prevailing market rental, the assessed market value of the Property fairly represents its market value even though the New Lease Contracts are not taken into account in the assessment); and (ii) the net book value of assets and liabilities of Bright Leader Holdings as at 31 July 2009 of approximately HK$575,000.

As a result of the Disposal pursuant to the Sale and Purchase Agreement, the Group expects to receive a net sum of approximately HK$30.2 million and record a gain before taxation of approximately HK$14.8 million. The net proceeds received from the Disposal are intended to be used for financing the Group’s future projects and its general working capital. From time to time the Group is looking for future project opportunities. As at the Latest Practicable Date, no such future project has been identified by the Group.

In light of the above, the Directors, including the independent non-executive Directors, consider that the consideration of the Sale and Purchase Agreement is fair and reasonable.

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LETTER FROM THE BOARD

Conditions precedent

The Sale and Purchase Agreement is subject to the following conditions precedent:

• (a) the passing of a member’s resolution of Jumbo Match approving the Sale and Purchase Agreement and the transactions contemplated therein;

• (b) the Sale and Purchase Agreement and the transactions contemplated therein have been approved by the independent Shareholders in a general meeting; and

• (c) all necessary consents (if any) being granted by third parties.

If the conditions set out above shall not have been fulfilled by 31 December 2009 (or such other date as agreed in writing by the parties), the Sale and Purchase Agreement and everything therein contained shall, subject to the liability of either party to the other in respect of any breaches of the terms thereof antecedent thereto, be null and void and of no effect.

Completion

Completion will take place on the third Business Day after the date on which all the conditions precedent set out above are fulfilled (or such other date as the parties may agree in writing prior to Completion). Upon Completion, Bright Leader Holdings and Bright Leader Shenzhen will cease to be subsidiaries of the Company.

(2) THE PROPOSED LEASE

The New Lease Contracts

Date

The date of Completion (which is expected to be 30 September 2009)

Parties

(1) Lessor : Bright Leader Shenzhen (2) Lessee : Come Sure Shenzhen

Bright Leader Shenzhen is a wholly-foreign owned enterprise established in the PRC. It is wholly-owned by Bright Leader Holdings and is the owner of the Property. Upon Completion, Bright Leader Shenzhen will become indirectly whollyowned by April Lion King, which in turn is wholly-owned by Mr. Chong, who is the chairman of the Company.

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LETTER FROM THE BOARD

Come Sure Shenzhen is a wholly foreign-owned enterprise established in the PRC and is an indirect wholly-owned subsidiary of the Company.

It is also proposed that on the same date of Completion, Bright Leader Shenzhen as lessor and Come Sure Shenzhen as lessee will forthwith terminate the Current Lease Contracts and enter into the New Lease Contracts in relation to the Property. Under the Current Lease Contracts, Bright Leader Shenzhen as lessor leased the Property to Come Sure Shenzhen as lessee for a period of five years commencing from 20 May 2008 at an aggregate monthly rental of RMB136,312. The New Lease Contracts will commence from the date of Completion for 36 months at an aggregate monthly rental of RMB136,312. The rental under the New Lease Contracts is to be paid in cash monthly. The rental under the New Lease Contracts was arrived at on normal commercial terms with reference to the prevailing market rental and the rental under the Current Lease Contracts at RMB136,312 per month. The annual transaction caps under the New Lease Contracts for the 4 years ending 31 March 2013 are RMB817,872, RMB1,635,744, RMB1,635,744 and RMB817,872 respectively.

INFORMATION ON BRIGHT LEADER HOLDINGS AND BRIGHT LEADER SHENZHEN

Bright Leader Shenzhen was originally incorporated to hold the Property at which the First Production Plant of Come Sure Shenzhen is located. Bright Leader Holdings is principally engaged in investment holding. As at the Latest Practicable Date, Bright Leader Holdings holds 100% equity interest in Bright Leader Shenzhen.

The financial information of Bright Leader Holdings prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants are summarized in the below table:

			**For the year ended 31 **	March
			2009	2008
			HK$	HK$
audited	net	loss before taxation	289,746	748,814
audited	net	loss after taxation	289,746	748,814
			As at 31 March
			2009	2008
			HK$	HK$
audited	net	assets	537,185	450,550

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LETTER FROM THE BOARD

REASONS AND BENEFITS FOR THE DISPOSAL AND THE NEW LEASE CONTRACTS

The Directors consider that in view of the present property market in the PRC, the Disposal provide an opportunity for the Group to realize the value of the Property, which is the principal asset of Bright Leader Shenzhen, to provide further working capital and investment fund for the Group.

On the other hand, the disposal of the Property, at which the First Production Plant is situated, to the controlling shareholder of the Group together with the New Lease Contracts can ensure the smooth continuance in operation of the First Production Plant.

The Sale and Purchase Agreement and the New Lease Contracts contain normal commercial terms which are arrived at after arm’s length negotiation between the parties. The Directors, including all independent non-executive Directors, consider that the terms of the Sale and Purchase Agreement and the New Lease Contracts are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE GROUP

The Company is an investment holding company. The Group is principally engaged in the manufacturing and sale of corrugated paperboards and paper-based packaging products to customers which are manufacturers with production base in the PRC for approximately 20 years.

LISTING RULES IMPLICATIONS AND EGM

The Disposal constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules.

April Lion King is wholly-owned by Mr. Chong, who is the chairman of the Company. April Lion King is a connected person and therefore the Disposal constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. The Disposal under the Sale and Purchase Agreement is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules. Mr. Chong and his associates will abstain from voting at the EGM on the relevant resolution approving the Disposal.

Upon Completion, Bright Leader Shenzhen will become a connected person of the Company and the New Lease Contracts will constitute a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As the relevant size ratios (other than profits ratio) are less than 2.5%, the New Lease Contracts are only subject to the reporting and announcement requirements and are exempt from the independent shareholders’ approval requirements under the Listing Rules.

The Directors have resolved to convene the EGM to consider and, if thought fit by the Independent Shareholders, to approve the Disposal and the transactions contemplated thereunder. Notice of the EGM is set out on page 30 to page 31 of this circular. Enclosed is

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LETTER FROM THE BOARD

a form of proxy for use at the EGM. Whether or not you intend to attend the said meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company, 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 less than 48 hours before the time appointed for holding the EGM. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the EGM or any adjourned meeting(s) should you so wish.

RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the terms of the Disposal and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board (including the independent non-executive Directors) recommends the Independent Shareholders to vote in favour of the ordinary resolution as set out in the notice of the EGM.

Your attention is drawn to the letter from the Independent Board Committee, as set out on page 12 of this circular and the letter from Cinda, as set out on pages 13 to 18 of this circular containing their respective advices and recommendations to the Independent Shareholders.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully, By Order of the Board Come Sure Group (Holdings) Limited CHONG Kam Chau Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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COME SURE GROUP (HOLDINGS) LIMITED 錦勝集團（控股）有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00794)

9 September 2009

To the Independent Shareholders

Dear Sirs or Madams,

Discloseable and connected transaction

We have been appointed as members of the Independent Board Committee to advise you in respect of the Disposal, details of which are set out in the letter from the Board in the circular of the Company dated 9 September 2009 (the “ Circular ”) to the Shareholders, of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used in this letter.

Your attention is drawn to the advice of Cinda in respect of the Disposal as set out in the section “Letter from Cinda” in the Circular.

Recommendations

Having taken into account the principal factors and reasons considered by Cinda regarding the Disposal and its conclusion and advice, we concur with the view of Cinda and consider that the terms of the Disposal are normal and commercial, fair and reasonable and are in the interests of the Company and the Shareholders as a whole. We therefore recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Disposal and the transactions contemplated thereunder.

Yours faithfully,

For and on behalf of the

Independent Board Committee

Independent Independent non-executive Director non-executive Director Chau On Ta Yuen Tsui Pui Man

Independent non-executive Director Law Tze Lun

* For identification purpose only

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LETTER FROM CINDA

The following is the text of a letter prepared by Cinda for the purposes of inclusion in this circular, in connection with its advice to the Independent Board Committee and the Independent Shareholders in relation to the Disposal, the Sale and Purchase Agreement and the transactions contemplated therein.

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45th Floor, COSCO Tower 183 Queen’s Road Central Hong Kong

9 September 2009

To the Independent Board Committee and the Independent Shareholders of Come Sure Group (Holdings) Limited

Dear Sirs and Madams,

DISCLOSEABLE AND CONNECTED TRANSACTION DISPOSAL OF SUBSIDIARIES

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Disposal, details of which are set out in the letter from the Board (the “ Letter from the Board ”) contained in the circular (the “ Circular ”) of the Company to the Shareholders dated 9 September 2009, of which this letter forms part. Terms used in this letter have the same meanings as defined in the Circular unless the context otherwise requires.

On 17 August 2009, Jumbo Match, a wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with April Lion King, pursuant to which Jumbo Match conditionally agreed to sell and April Lion King conditionally agreed to acquire the entire issued shares of Bright Leader Holdings at a consideration of HK$15,333,054. At Completion, Jumbo Match shall procure that Come Sure Shenzhen shall repay an amount of HK$154,900 due to Bright Leader Holdings and April Lion King shall also procure that Bright Leader Holdings shall repay an amount of HK$15,049,960 due to the Group. Upon Completion, Bright Leader Holdings and Bright Leader Shenzhen will cease to be subsidiaries of the Company.

The Disposal constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules. April Lion King is wholly-owned by Mr. Chong, who is the chairman of the Company. Thus, April Lion King is a connected person and the Disposal constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. The Disposal under the Sale and Purchase Agreement is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules. Mr. Chong and his associates will abstain from voting at the EGM on the relevant resolution approving the Disposal.

– 13 –

LETTER FROM CINDA

The Independent Board Committee has been established to advise whether the terms of the Disposal is fair and reasonable and in the interest of the Company and its Independent Shareholders as a whole and to advise the Independent Shareholders on how to vote. The Independent Board Committee comprising Mr. Chau On Ta Yuen, Ms. Tsui Pui Man and Mr. Law Tze Lun, all being independent non-executive Directors, has been formed to advise the Independent Shareholders in this respect.

BASIS OF OUR ADVICE

In arriving at our recommendation, we have relied on the information and facts provided by the Company and have assumed that any representations made to us are true, accurate and complete. We have also relied on the statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Directors and management of the Company. We have assumed that all information, representations and opinions contained or referred to in the Circular and all information, representations and opinions which have been provided by the Directors and management of the Company for which they are solely responsible, are true and accurate at the time they were made and will continue to be accurate at the date of the despatch of the Circular.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular the omission of which would make any such statement contained in the Circular misleading. We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate or misleading. Having made all reasonable enquiries, the Directors have further confirmed that, to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statement in the Circular, including this letter, misleading. We have not, however, carried out any independent verification of the information provided by the Directors and management of the Company, nor have we conducted an independent investigation into the business and affairs of the Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion to the Independent Board Committee and the Independent Shareholders in respect of the Disposal, we have taken the following principal factors and reasons into consideration:

1. Background and reasons for the Disposal

On 17 August 2009, Jumbo Match entered into the Sale and Purchase Agreement with April Lion King, pursuant to which Jumbo Match conditionally agreed to sell and April Lion King conditionally agreed to acquire the entire issued

– 14 –

LETTER FROM CINDA

shares of Bright Leader Holdings at a consideration of HK$15,333,054. Upon Completion, Bright Leader Holdings and Bright Leader Shenzhen will cease to be subsidiaries of the Company.

In view of the present property market in the PRC, the Directors considered that the Disposal provide an opportunity for the Group to realize the value of the Property to provide working capital and investment fund for the Group.

The principal activity of the Group is manufacture and sale of corrugated paperboards and paper-based packaging products to customers which are manufacturers with production base in the PRC.

As stated in the Letter from the Board, the Company, through its wholly-owned subsidiary Jumbo Match, holds the entire issued shares of Bright Leader Holdings. Bright Leader Holdings is principally engaged in investment holding and its principal asset is its 100% equity interest in Bright Leader Shenzhen. Bright Leader Shenzhen was originally incorporated to hold the Property at which the First Production Plant of Come Sure Shenzhen, another indirect wholly-owned subsidiary of the Company, is located, and the Property is its principal asset. In view of the above, the Disposal can broadly be viewed as a disposal of the Property.

As stated in the annual report for the year ended 31 March 2009 (the “ 2009 Annual Report ”), the Group will explore potential mergers and acquisitions at appropriate time, with the aim of bringing satisfactory returns to shareholders.

In view of the above, the Disposal provides funding for the Group to finance future projects, which are in line with the Group’s plan as stated in the 2009 Annual Report.

We also note from the 2009 Annual Report and the prospectus of the Company dated 16 February 2009 that the Group is in the course of setting up a new production plant in Huizhou of the Guangdong Province with the total investment costs estimated to be approximately HK$100 million. We consider it a reasonable move to divest part of the Group’s investment in production plants taking into consideration that a new production plant is going to be established and the Group can use the proceeds from the Disposal for future investment.

Moreover, it is proposed that on the same date of Completion, the Group will enter into the New Lease Contracts in relation to the Property. In the event that the disposal of the Property, at which the First Production Plant is situated, is to an independent third party rather than to the Purchaser, there is a possibility that the independent third party may not be willing to lease back the Property to the Group. In such case, the operation of the First Production Plant will be negatively affected. Accordingly, the Disposal to the Purchaser, together with the New Lease Contracts, can ensure the smooth continuance in operation of the First Production Plant and will not affect the Group’s production efficiency.

– 15 –

LETTER FROM CINDA

In view of the above and that a gain before taxation of approximately HK$14.8 million can be recorded a result of the Disposal, we consider that the Disposal are in line with the business development strategy of the Group and is in the interests of the Group and the Shareholders as a whole.

2. Terms of the Sale and Purchase Agreement

(a) Basis of the consideration

As referred to in the Letter from the Board, the total amount of the consideration of the Sale and Purchase Agreement (the “ Disposal Consideration ”) is HK$15,333,054 which was arrived at after arm’s length negotiations by the parties with reference to the market value of the Property at HK$27,930,000 (the “ Valuation ”) assessed by Grant Sherman, an independent professional valuer, as at 31 July 2009 and the net book value of assets and liabilities of Bright Leader Holdings as at 31 July 2009 of approximately HK$575,000.

Moreover, at Completion, Jumbo Match shall procure that Come Sure Shenzhen shall repay an amount of HK$154,900 due to Bright Leader Holdings and April Lion King shall procure that Bright Leader Holdings shall on the date of Completion repay an amount of HK$15,049,960 due to the Group. According to the management of the Group, this represents the settlement of the amount due to/from the Group from/to Bright Leader Holdings in accordance with the relevant book values.

(b) Payment terms

As set out in the Letter from the Board, the Disposal Consideration shall be paid in cash at Completion.

We noticed that no deposit is required to be paid by the Purchaser at the time of entering into of the Sale and Purchase Agreement. We are of the view that the intention of paying deposit in a sale and purchase transaction is to lower the risk of a purchaser’s default of its obligations under the sale and purchase agreement. Having considered the relationship between the Purchaser and the Company, we are of the view that such risk is low and it is acceptable that no deposit is required to be paid by the Purchaser for the Disposal.

Moreover, we consider it fair and reasonable that the Disposal Consideration will only be made upon completion of all the conditions of the Sale and Purchase Agreement.

In view of the above, we are of the view that the payment terms of the Sale and Purchase Agreement are fair and reasonable.

– 16 –

LETTER FROM CINDA

(c) Valuation of the Property

We have reviewed the management accounts of Bright Leader Holdings as at 31 July 2009 and understand that the Disposal Consideration equals to the sum of (i) the consolidated net asset value of Bright Leader Holdings as at 31 July 2009 of approximately HK$575,000 and (ii) the difference between the Valuation and the book value of the Property of approximately HK$14,758,000.

To assess the fairness and reasonableness of the Disposal Consideration, we have reviewed and enquired into Grant Sherman regarding the methodology of, and basis and assumptions adopted for the Valuation. In the course of our enquiry, we noted that Grant Sherman had adopted the depreciated replacement cost approach for the Valuation. As confirmed by Grant Sherman, no readily identifiable market comparable can be found and depreciated replacement cost approach is a commonly adopted approach for valuation of properties under such circumstances and it is also consistent with normal market practice.

Further details of the basis and assumptions of the Valuation are included in Appendix I to the Circular. During our discussion with Grant Sherman, we have not identified any major factors which cause us to doubt the fairness and reasonableness of the principal basis and assumptions adopted for the Valuation. We have no reason to doubt the fairness and appropriateness of the methodology adopted and assumptions used by Grant Sherman in arriving at the Valuation.

We noted that one of the assumptions of the Valuation is that the Property is sold without the benefit of leaseback. On the other hand, it is proposed that, upon Completion, Bright Leader Shenzhen as lessor and Come Sure Shenzhen as lessee will enter into the New Lease Contracts in relation to the Property. We understand from Grant Sherman that the above assumption is a general assumption used in valuing a property. As advised by Grant Sherman, as the proposed rental under the New Lease Contracts is in line with the prevailing market rental, the assessed market value of the Property fairly represents its market value even though the New Lease Contracts are not taken into account in the assessment.

Having taking into account of the above, we concur with the Directors that the Disposal Consideration is fair and reasonable so far as the Company and the Independent Shareholders are concerned.

– 17 –

LETTER FROM CINDA

3. Possible financial effects of the Disposal

(a) Earnings

As set out in the Letter from the Board, the Company will record a gain before taxation of approximately HK$14.8 million from the Disposal upon Completion.

(b) Working capital

As set out in the Letter from the Board, the net proceeds to be derived from the Disposal amounted to HK$30.2 million are intended to be used for general working capital and investment fund of the Group. Therefore, the working capital of the Group would be enhanced after Completion.

(c) Net asset value and gearing

In view of the gain from the Disposal of approximately HK$14.8 million, the Disposal shall enhance the net asset value of the Group.

On the other hand, the borrowings of the Group are not expected to be affected as a result of the Disposal. In view that the Disposal will enhance the net asset value of the Group, the gearing ratio of the Group will also be improved after Completion.

In view of the possible financial effects of the Disposal to the Group as outlined above, we are of the opinion that the Disposal is in the interests of the Company and the Shareholders as a whole.

RECOMMENDATIONS

Having taken into account the principal factors and reasons referred to the above, we are of the opinion that the terms of the Sale and Purchase Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned and the Disposal is in the interests of the Company and the Shareholders as a whole. Accordingly, we would recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Sale and Purchase Agreement and the transactions contemplated therein.

Yours faithfully, For and on behalf of

Cinda International Capital Limited Kinson Li

Managing Director

– 18 –

APPENDIX I

VALUATION REPORT

==> picture [65 x 34] intentionally omitted <==

Room 1701, 17/F Jubilee Centre 18 Fenwick Street Wanchai Hong Kong

9 September 2009

The Directors Come Sure Group (Holdings) Limited Units 8-10, 8th Floor Cornell Centre 50 Wing Tai Road Chai Wan Hong Kong

Dear Sirs,

In accordance with the instructions from Come Sure Group (Holdings) Limited (hereinafter referred to as the “Company”) for us to value the property interests held by Bright Leader Trading (Shenzhen) Company Limited in the People’s Republic of China (“the PRC”), we confirm that we have made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the value of the property as at 31 July, 2009.

Our valuation is our opinion of market value which we would define as intended to mean the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

Due to the nature of the buildings and structures constructed for specific purpose, there is no readily identifiable market comparable. Thus these buildings and structures cannot be valued on the basis of direct comparison. We have therefore valued the property interests on the basis of Depreciated Replacement Cost (“DRC”). DRC is based on an estimate of the market value for the existing use of the land, plus the current gross replacement (reproduction) costs of the improvements, less allowances for physical deterioration and all relevant forms of obsolescence and optimisation.

In valuing the property interests, we have complied with all the requirements contained in Chapter 5 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and The HKIS Valuation Standards on Properties (1st Edition 2005) published by The Hong Kong Institute of Surveyors.

Our valuations have been made on the assumption that the owner sells the property interests on the market in their existing state without the benefit of a deferred terms contract, leaseback, joint venture, management agreement or any similar arrangement which would serve to affect the property values. In addition, no forced sale situation in any manner is assumed.

– 19 –

APPENDIX I

VALUATION REPORT

No allowance has been made in our valuation for any charge, mortgage or amount owing on the property nor for any expenses or taxation which may be incurred in effecting a sale. It is assumed that the property is free from encumbrances, restrictions and outgoings of an onerous nature which could affect its values.

In valuing the property interests, we have assumed that the owner has free and uninterrupted rights to use the property for the whole of the unexpired term as granted and is entitled to transfer the property with the residual term without payment of any further premium to the government authorities or any third parties.

We have assumed that all consents, approvals and licenses from relevant government authorities for the property have been granted without any onerous conditions or undue time delay which might affect its value. It is assumed that all applicable zoning and use regulations and restrictions have been complied with unless nonconformity has been stated, defined, and considered in the appraisal report.

No environmental impact study has been ordered or made. Full compliance with applicable national, provincial and local environmental regulations and laws is assumed unless otherwise stated, defined, and considered in the report. It is also assumed that all required licenses, consents, or other legislative or administrative authority from any local, provincial, or national government or private entity or organization either have been or can be obtained or renewed for any use which the report covers.

We have been provided with copies of extracts or title documents relating to the properties. However, we have not inspected the original documents to verify ownership or to verify any amendments which may not appear on the copies handed to us. Due to the nature of the land registration system in the PRC, we are unable to search the original documents to verify the existing title of the properties or any material encumbrances that might be attached to the properties. In the preparation of our valuation report regarding the properties in the PRC, we have relied to a considerable extent on the legal opinion provided by the Company’s legal adviser, Guangdong B&W Partners 廣東鵬正律師事務所 on the PRC laws regarding the titles of the properties in the PRC.

In the course of our valuation, we have relied on a considerable extent on information provided by the Company on such matters as property title, statutory notices, easements, tenure, occupation, floor area, identification of the properties and all other relevant matters. We have no reason to doubt the truth and accuracy of the information provided to us. We were also advised by the Company that no material facts have been omitted from the information supplied. All documents have been used as reference only. All dimensions, measurements and areas are approximations. No on-site measurements have been taken.

We have inspected the exterior and, where possible, the interior of the property in respect of which we have been provided with such information as we have required for the purpose of our valuations. However, no structural survey has been carried out and it was not possible to inspect the wood work and other parts of the structures which were covered, unexposed or inaccessible. We are therefore, unable to report that the property is free of rot, infestation or any structural defects. No tests have been carried out on any of the building services.

– 20 –

APPENDIX I

VALUATION REPORT

Unless otherwise specified, all amounts are denominated in Hong Kong Dollars. The exchange rate used in valuing the property interests in the PRC at July 31, 2009 was RMB1 = HK$1.1343.

We enclose herewith the valuation certificate.

Respectfully submitted, For and on behalf of

GRANT SHERMAN APPRAISAL LIMITED Peggy Y.Y. Lai

MRICS MHKIS RPS(GP) Associate Director Real Estate Group

Note: Ms. Peggy Y.Y. Lai is a member of the Royal Institution of Chartered Surveyors, a member of the Hong Kong Institute of Surveyors and Registered Professional Surveyors in the General Practice Section, who has over 5 years experience in the valuation of properties in Hong Kong, the PRC and the Asian Region. She is the Associate Director of Grant Sherman Appraisal Limited (Real Estate Group) for about 5 years.

– 21 –

APPENDIX I

VALUATION REPORT

VALUATION CERTIFICATE

Property Description and Tenure

An industrial The property comprises an complex located at industrial complex erected on a Shahuan Nam Road, parcel of land with an area of Ma An Shan, approximately 25,678.70 sq.m. Shajing Town, completed in about 1992. Baoan District Shenzhen City The industrial complex Guangdong Province comprises 5 block of industrial The PRC buildings, a block of office building, 3 blocks of staff quarters, a number of ancillary structures and some open space. The total gross floor area of the buildings (excluding ancillary structures) is approximately 14,256.1 sq.m. Details of the area are listed as follows:

Market Value as Particulars of Occupancy at 31 July 2009 (HK$) The property is occupied 27,930,000 by the Group for production, warehouse, office and staff quarters uses.

industrial office staff quarters Total	GFA (sq.m.) 8,949.2 2,183.0 3,123.9
	14,256.1

Notes:

• (i) Pursuant to eighteen Realty Title Certificates Shen Fang Di Zi Nos. 50002983950, 5000293944, 5000293945, 5000293947, 5000293954, 5000293946, 5000293961, 5000293957, 5000293956, 5000293960, 5000293949, 5000293951, 5000293953, 5000293948, 5000293958, 5000293959, 5000293952, 5000293955 all dated 29 September 2007, the site area of the property mentioned in the aforesaid Reality Title Certificates is

– 22 –

APPENDIX I

VALUATION REPORT

about 25,678.7 sq.m. and the building ownerships of the property with a total gross floor area of 14,256.1 sq.m. is vested in Bright Leader Trading (Shenzhen) Company Limited for a term of 50 years commencing from 18 December 1991 to 17 December 2041. The details are summarized below:

Realty Title Certificates Shen Fang Di Zi Nos. Usage 5000293950 Office 5000293944 Factory 5000293945 Factory 5000293947 Office 5000293954 Factory 5000293946 Factory 5000293961 Factory 5000293957 Staff Quarter 5000293956 Staff Quarter 5000293960 Staff Quarter 5000293949 Staff Quarter 5000293951 Staff Quarter 5000293953 Staff Quarter 5000293948 Staff Quarter 5000293958 Staff Quarter 5000293959 Staff Quarter 5000293952 Staff Quarter 5000293955 Staff Quarter Total:

Gross Floor Area (sq.m.) 1,136.6 1,380 1,380 1,046.4 1,380 4,036.4 772.8 142.1 558.1 138.1 97.4 86.6 142.1 142.1 614.3 569 65.1 569

14,256.1

• (ii) According to a tenancy agreement, the property with a total gross floor area of 11,132 sq.m. was leased to Come Sure Packing Products (Shenzhen) Company Limited by Bright Leader Trading (Shenzhen) Company Limited for a term of 5 years commencing from 20 May 2008 to 19 May 2013 at a monthly rental of RMB111,320. As advised, Come Sure Packing Products (Shenzhen) Company Limited and Bright Leader Trading (Shenzhen) Company Limited are indirect wholly-owned subsidiaries of the Company.

• (iii) According to a tenancy agreement, the property with a total gross floor area of 3,124 sq.m. was leased to Come Sure Packing Products (Shenzhen) Company Limited by Bright Leader Trading (Shenzhen) Company Limited for a term of 5 years commencing from 20 May 2008 to 19 May 2013 at a monthly rental of RMB24,992. As advised, Come Sure Packing Products (Shenzhen) Company Limited and Bright Leader Trading (Shenzhen) Company Limited are indirect wholly-owned subsidiaries of the Company.

• (iv) As advised by the Company, the property was acquired by Bright Leader Trading (Shenzhen) Company Limited on 4 September 2007 for a total consideration of about RMB10,112,053 and the total cost expended on the property is about RMB2,906,718.

• (v) We have been provided with a PRC legal opinion on the property issued by Guangdong B&W Partners 廣 東鵬正律師事務所, the PRC legal adviser of the Company, which contains, inter alias, the following information :

• (a) Bright Leader Trading (Shenzhen) Company Limited has obtained the land use rights and building ownership under the aforesaid Realty Title Certificates mentioned in Note (i).

• (b) Bright Leader Trading (Shenzhen) Company Limited is entitled to freely transfer, let or mortgage the land use rights and building ownership for those buildings mentioned in Note (i)

• (c) The property is not subject to legal charge.

– 23 –

APPENDIX II

GENERAL INFORMATION

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading.

DISCLOSURE OF INTERESTS

Directors’ and chief executive’s interests and short positions in Shares

As at the Latest Practicable Date, the interests and short positions of the Directors or chief executives of the Company in the Shares, underlying shares and debentures of the Company or any of its associated corporations, as recorded in the register maintained by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO or Model Code for Securities Transactions by Directors of Listed Companies, were as follows:

Long positions in the Shares

			Percentage
		Number of	of issued
Name	Capacity/Nature	Shares	Shares
Mr. Chong	Interest of a controlled	210,000,000	75%
	corporation; founder
	and beneficiary of
	a discretionary trust
Mr. Chong Wa Pan	Beneficiary of	210,000,000	75%
(Notes 1 & 3)	a discretionary trust
Mr. Chong Wa Ching	Beneficiary of	210,000,000	75%
(Notes 1 & 3)	a discretionary trust
Mr. Chong Wa Lam	Beneficiary of	210,000,000	75%
(Notes 1 & 3)	a discretionary trust

– 24 –

APPENDIX II

GENERAL INFORMATION

Long positions in the ordinary shares of associated corporation

Name of

	Name of
	associated		Number of	Percentage
Name	corporation	Capacity/Nature	securities	shareholding
Mr. Chong	Perfect Group	Interest of a controlled	10,000	100%
(Notes 1 & 2)	Version Limited	corporation; founder	ordinary
		and beneficiary of	shares
		a discretionary trust
Mr. Chong Wa Pan	Perfect Group	Beneficiary of	10,000	100%
(Notes 1 & 3)	Version Limited	a discretionary trust	ordinary
			shares
Mr. Chong Wa Ching	Perfect Group	Beneficiary of	10,000	100%
(Notes 1 & 3)	Version Limited	a discretionary trust	ordinary
			shares
Mr. Chong Wa Lam	Perfect Group	Beneficiary of	10,000	100%
(Notes 1 & 3)	Version Limited	a discretionary trust	ordinary
			shares

Notes:

1. The entire issued shares of Perfect Group Version Limited are held by Jade City Assets Limited, which is in turn is held by HSBC International Trustee Limited acting as the trustee of the CHONG Family Trust. The CHONG Family Trust is an irrevocable discretionary trust set up by Mr. Chong as settlor and HSBC International Trustee Limited as trustee on 2 February 2009. The beneficiaries of the CHONG Family Trust include Mr. Chong, Ms. Chan Po Ting, Mr. Chong Wa Pan, Mr. Chong Wa Ching and Mr. Chong Wa Lam and the issues of Mr. Chong Wa Pan, Mr. Chong Wa Ching and Mr. Chong Wa Lam.

2. Mr. Chong is the founder, an executive director, President of the Group and the Chairman of the Board. Mr. Chong is the sole director of Perfect Group Version Limited and therefore Mr. Chong is deemed or taken to be interested in the entire issued shares of Perfect Group Version Limited and the 210,000,000 Shares beneficially owned by Perfect Group for the purposes of the SFO. Mr. Chong as settlor and a beneficiary of the CHONG Family Trust is also deemed or taken to be interested in the 210,000,000 Shares held by Perfect Group Version Limited under the SFO.

3. Mr. Chong Wa Pan, Mr. Chong Wa Ching and Mr. Chong Wa Lam, as executive directors and beneficiaries and the issues of Mr. Chong Wa Pan, namely, Mr. Chong Kam Hung, Mr. Chong Kam Shing and Ms. Chong Sum Yee as beneficiaries of the CHONG Family Trust, are deemed or taken to be interested in entire issued shares of Perfect Group Version Limited and the 210,000,000 Shares held by Perfect Group Version Limited under the SFO. Mr. Chong Wa Pan, Mr. Chong Wa Ching and Mr. Chong Wa Lam are the sons of Mr. Chong.

Other than the holdings disclosed above and nominee shares in certain subsidiaries held in trust for the Group, none of the Directors or chief executive, had any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations as at the Latest Practicable Date.

– 25 –

APPENDIX II

GENERAL INFORMATION

Substantial and other shareholders

As at the Latest Practicable Date, the register of substantial shareholders maintained by the Company pursuant to Section 336 of the SFO shows that other than the interests disclosed above in respect of certain directors and the chief executive, the following shareholders had notified the Company of relevant interests in the issued share capital of the Company.

Long positions in the shares

			Percentage
		Number of	of issued
Name	Capacity/Nature	Shares	Shares
Perfect Group Version	Beneficiary owner	210,000,000	75%
Limited (Note 1)
Jade City Assets	Interest of controlled	210,000,000	75%
Limited (Note 2)	corporation
HSBC International	Trustee	210,000,000	75%
Trustee Limited
(Note 2)
Ms. Chan Po Ting	Family interest;	210,000,000	75%
(Note 3)	Beneficiary of
	a discretionary trust
Ms. Hung Shan Shan	Family interest;	210,000,000	75%
(Note 4)
Mr. Chong Kam Hung	Beneficiary of	210,000,000	75%
(Note 1)	a discretionary trust
Mr. Chong Kam Shing	Beneficiary of	210,000,000	75%
(Note 1)	a discretionary trust
Ms. Chong Sum Yee	Beneficiary of	210,000,000	75%
(Note 1)	a discretionary trust
Mr. Zhang Cheng Fei	Beneficiary owner	14,000,000	5%
Notes:

1. The entire issued shares of Perfect Group Version Limited are held by Jade City Assets Limited, which is in turn is held by HSBC International Trustee Limited acting as the trustee of the CHONG Family Trust. The CHONG Family Trust is an irrevocable discretionary trust set up by Mr. Chong as settlor and HSBC International Trustee Limited as trustee on 2 February 2009. The beneficiaries of the CHONG Family Trust include Mr. Chong, Ms. Chan Po Ting, Mr. Chong Wa

– 26 –

APPENDIX II

GENERAL INFORMATION

Pan, Mr. Chong Wa Ching and Mr. Chong Wa Lam and the issues of Mr. Chong Wa Pan, Mr. Chong Wa Ching and Mr. Chong Wa Lam. Mr. Chong Kam Hung, Mr. Chong Kam Shing and Ms. Chong Sum Yee are issues of Mr. Chong Wa Pan.

1. Such Shares are held by Perfect Group Version Limited, the entire issued shares of which are held by Jade City Assets Limited. The entire issued capital of Jade City Assets Limited is held by HSBC International Trustee Limited acting as the trustee of the CHONG Family Trust.

2. Ms. Chan Po Ting, the spouse of Mr. Chong and one of the beneficiaries of the CHONG Family Trust, is deemed or taken to be interested in the interests held by Mr. Chong and Perfect Group Version Limited under the SFO.

3. Ms. Hung Shan Shan, is the spouse of Mr. Chong Wa Pan and is deemed or taken to be interested in the interests held by Mr. Chong Wa Pan under the SFO.

MISCELLANEOUS

Company’s officers

Mr. Yiu Ho Chi, Stephen is the company secretary of the Company. Mr. Yiu holds a Diploma in Accounting from Hong Kong Shue Yan College, a Bachelor’s degree in Law from Peking University and a Master degree in Business from Curtin University of Technology in Australia. Mr. Yiu is a member of American Institute of Certified Public Accountants, a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants and a Certified Information Systems Auditor.

The registered office of the Company is situated at Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman, KY1-1108, Cayman Islands. The head office and principal place of business in Hong Kong of the Company is situated at Unit 8-10, 8th Floor, Cornell Centre, 50 Wing Tai Road, Chai Wan, Hong Kong. The Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, is situated at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

The English text of this circular shall prevail over the Chinese text in the event of inconsistency.

Directors’ service contracts

As at the Latest Practicable Date, there was no existing or proposed service contract, excluding contract expiring or terminable by the employer within one year, without payment of compensation (other than statutory compensation) between any of the Directors with any member of the Group.

Competing interests

As at the Latest Practicable Date, none of the Directors or, so far as is known to them, any of their respective associates (as defined in the Listing Rules) was interested in any business (apart from the Group’s business) which competes or is likely to compete either directly or indirectly with the Group’s business (as would be required to be disclosed under Rule 8.10 of the Listing Rules if each of them were a controlling shareholder).

– 27 –

APPENDIX II

GENERAL INFORMATION

Interests in the Group’s assets or contracts or arrangements significant to the Group

As at the Latest Practicable Date, save for the two leases of office spaces from a company wholly-owned by Mr. Chong to the Group both for the period from 1 April 2009 to 31 March 2010 at a total annual rental of HK$408,000 (the “Leases”), none of the Directors or the experts as named in the paragraph headed “Qualification and consent of experts” in this appendix had any interest in any assets which have been, since 31 March 2009 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

Save for the Leases, none of the Directors was materially interested in any contract or arrangement, subsisting at the date of this circular, which is significant in relation to the business of the Group.

Litigation

As at the Latest Practicable Date, the Directors were not aware of any litigation or claim of material importance pending or threatened against any member of the Group.

Material adverse change

The Directors confirm that there was no material adverse change in the financial or trading position of the Group since 31 March 2009, the date to which the latest published audited accounts of the Group were made up.

Qualification and consent of experts

• (a) The following are the qualifications of the experts who have given opinion or advice contained in this circular:

Name

Qualification

Cinda

a licensed corporation under the SFO permitted to engage in types 1 and 6 of the regulated activities as defined in the SFO

Grant Sherman chartered surveyors Guangdong B&W PRC legal adviser Partners

• (b) As at the Latest Practicable Date, each of Cinda, Grant Sherman and Guangdong B&W Partners does not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

• (c) Each of Cinda, Grant Sherman and Guangdong B&W Partners has given and has not withdrawn its written consent to the issue of this circular, with inclusion of its letter (if applicable) and references to its name in the form and context in which it appears.

– 28 –

APPENDIX II

GENERAL INFORMATION

• (d) As at the Latest Practicable Date, each of Cinda, Grant Sherman and Guangdong B&W Partners does not have, or have had, direct or indirect interest in any assets which have been acquired or disposed of by, or leased to, or which are proposed to be acquired or disposed of by, or leased to, the Company or any of its subsidiaries since 31 March 2009, the date to which the latest published audited accounts of the Group were made up.

• (e) The letter of advice from Cinda dated 9 September 2009 is set out on pages 13 to 18 for incorporation herein.

• (f) The Valuation Report prepared by Grant Sherman dated 9 September 2009 is set out on pages 19 to 23 for incorporation herein.

Documents available for inspection

Copies of the Sales and Purchase Agreement and the Current Lease Contracts are available for inspection during normal business hours at the Company’s office at Unit 8-10, 8th Floor, Cornell Centre, 50 Wing Tai Road, Chai Wan, Hong Kong from the date of this circular up to and including the date of the EGM.

– 29 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [53 x 61] intentionally omitted <==

COME SURE GROUP (HOLDINGS) LIMITED 錦勝集團（控股）有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00794)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Come Sure Group (Holdings) Limited (the “Company”) will be held on 25 September 2009 (Friday) at 12:00 noon at Unit 3203, Admiralty Centre I, 18 Harcourt Road, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (1) the sale and purchase agreement (the “Sale and Purchase Agreement”) (a copy of which is produced before the meeting marked “A" and initialed by the chairman of the meeting for the purpose of identification) dated 17 August 2009 and entered into between Jumbo Match Limited (“Jumbo Match”, a wholly-owned subsidiary of the Company) being the vendor and April Lion King Limited (“April Lion King”) being the purchaser, pursuant to which Jumbo Match agreed to sell the entire issued shares of Bright Leader Holdings Limited (“Bright Leader Holdings”) at a consideration of HK$15,333,054 and at completion, Jumbo Match shall procure that Come Sure Packing Products (Shenzhen) Company Limited (a wholly-owned subsidiary of the Company) shall forthwith repay an amount of HK$154,900 due to Bright Leader Holdings and April Lion King shall also procure Bright Leader Holdings shall forthwith repay an aggregate amount of HK$15,049,960 due to two wholly-owned subsidiaries of the Company be and is hereby approved, confirmed and ratified, and the transactions contemplated thereunder be and are hereby approved; and

• (2) any one director (“Director”) of the Company be and is hereby authorised to do or execute for and on behalf of the Company all such acts and things and such other documents under hand (and, where required, under the corporate seal of the Company together with such other Director or person authorised by the board of Directors) and to take such steps as he or they may consider necessary, appropriate, desirable or expedient to implement or give effect to the terms of the Sale and Purchase Agreement and all transactions contemplated under the Sale and Purchase Agreement and all other matters

* For identification purpose only

– 30 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith.”

By Order of the Board Come Sure Group (Holdings) Limited CHONG Kam Chau Chairman

Hong Kong, 9 September 2009

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. Voting at the Meeting shall be taken on a poll.

4. To be valid, the instrument appointing a proxy and (if required by the board of Directors) 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 branch share registrar and transfer office of the Company, 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 any adjournment thereof.

5. 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.

6. 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.

7. 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 wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

8. The transfer books and register of members of the Company will be closed from 22 September 2009 to 25 September 2009, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:00 p.m. on 21 September 2009.

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

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