Deewin Tianxia Co., Ltd — Proxy Solicitation & Information Statement 2009

Apr 24, 2009

IMPORTANT

If you are in any doubt as to any aspect of this document or as to the action to be taken, you should consult your stockbroker 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 New Capital International Investment Limited , you should at once hand this document to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

NEW CAPITAL INTERNATIONAL INVESTMENT LIMITED 新資本國際投資有公司[*]

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 1062)

GENERAL MANDATE TO ISSUE SHARES AND REPURCHASE OF SHARES AND

RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

It is proposed that at the Annual General Meeting of New Capital International Investment Limited to be held at Lavender Room, 27th Floor, The Park Lane Hotel, 31 Gloucester Road, Hong Kong on Wednesday, 27 May 2009 at 11:30 a.m., resolutions be proposed to approve, among other matters, (i) the grant of the Issue Mandate to the Directors; (ii) the grant of the Repurchase Mandate to the Directors and (iii) the re-election of retiring directors.

Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Such form of proxy for use at the Annual General Meeting is also published on the website of the Stock Exchange at www.hkexnews.hk. Completion and return of the form of proxy will not preclude you from attending and voting in person if you so wish.

24 April 2009

• For identification purposes only

CONTENTS

	Page
Contents i
Definitions 1
Letter from the Board
Introduction	3
The Issue Mandate and The Repurchase Mandate	4
Re-election of Retiring Directors	4
Annual General Meeting 4
Recommendation	5
Appendix I – Explanatory Statement 6
Appendix II – Re-election of Retiring Directors	9
Appendix III – Notice of Annual General Meeting	12

• i -

DEFINITIONS

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

• “Annual General Meeting” the annual general meeting of the Company to be held at Lavender Room, 27th Floor, The Park Lane Hotel, 31 Gloucester Road, Hong Kong on Wednesday, 27 May 2009 at 11:30 a.m.

• “Annual Report” the annual report of the Company in respect of the financial year ended 31 December 2008

• “Articles of Association” the existing articles of association of the Company as amended from time to time

• “Board” the board of Directors of the Company

• “Company” New Capital International Investment Limited, an exempted company incorporated in the Cayman Islands with limited liability, the ordinary share capital of which is listed on The Stock Exchange of Hong Kong Limited

• “Directors” directors of the Company

• “Issue Mandate” the proposed general mandate to be granted to the Directors at the Annual General Meeting to allot, issue and deal in new shares, options and warrants up to 20% of the share capital of the Company in issue as at the date of passing of an ordinary resolution granting such mandate

• “Group” the Company and the Subsidiaries

• “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China

• “HK$” Hong Kong dollars and cent(s) respectively, the lawful currency of Hong Kong

• “Latest Practicable Date” 21 April 2009, being the latest practicable date prior to the printing of this document for the purpose of ascertaining certain information contained herein

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Repurchases Code” The Code on Share Repurchases of Hong Kong

• 1 -

DEFINITIONS

“Repurchase Mandate”

the proposed general mandate to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to repurchase the fully paid up Shares up to 10% of the aggregate nominal amount of the Share capital of the Company in issue as at the date of passing of the ordinary resolution granting such mandate

“SFO”

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” share(s) of HK$0.01 each in the share capital of the Company

• “Shareholders” shareholders of the Company

• “substantial shareholder(s)”

has the same meanings ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers

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LETTER FROM THE BOARD

NEW CAPITAL INTERNATIONAL INVESTMENT LIMITED 新資本國際投資有公司[*]

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 1062)

Directors:

Executive Directors:

Mr. Liu Xiao Guang (Chairman) Mr. Lawrence H. Wood (Chief Executive Officer) (also known as Wu Yuk Shing or Hu Xu Cheng) (also appointed as alternate director to

Mr. Cheng Bing Ren since 13 December 2007) Mr. Cheng Bing Ren Mr. Liu Xue Min Mr. Shi Tao Mr. Lin Si Yu (appointed on 14 April 2008) Mr. Xiong Wei (appointed on 14 April 2008)

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business: Suite 3306

Two Exchange Square Central Hong Kong

Independent Non-executive Directors:

Mr. To Chun Kei

Dr. Kwong Chun Wai Michael

Mr. Fung Tze Wa

24 April 2009

To the Shareholders

Dear Sir or Madam,

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

INTRODUCTION

At the Annual General Meeting, resolutions will be proposed to approve, among other matters, (i) the grant of the Issue Mandate to the Directors; (ii) the grant of the Repurchase Mandate to the Directors; and (iii) re-election of retiring Directors.

The purpose of this document is to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for and against the proposed resolutions at the Annual General Meeting.

• For identification purposes only

• 3 -

LETTER FROM THE BOARD

THE ISSUE MANDATE AND THE REPURCHASE MANDATE

At the Annual General Meeting, the following ordinary resolutions will be proposed:

• (a) to grant the Issue Mandate to the Directors to allot, issue and otherwise deal with Shares, options and warrants of the Company up to the limit of 136,418,800 shares, representing 20 per cent. of the issued share capital of the Company on the date of passing such resolution;

• (b) to grant the Repurchase Mandate to the Directors to enable them to repurchase Shares on the Stock Exchange up to a maximum of 10 per cent. of the issued share capital of the Company on the date of passing such resolution; and

• (c) to extend the Issue Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Repurchase Mandate and the Issue Mandate would continue in force until the earlier of (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; (c) the Repurchase Mandate and/or the Issue Mandate is/are revoked or varied by an ordinary resolution of the Company in general meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to renew the grant to the Directors of the Repurchase Mandate. Such explanatory statement is set out in the Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of ten Directors, namely, Mr. Liu Xiao Guang, Mr. Lawrence H. Wood, Mr. Cheng Bing Ren, Mr. Liu Xue Min, Mr. Shi Tao, Mr. Lin Si Yu, Mr. Xiong Wei, Mr. To Chun Kei, Dr. Kwong Chun Wai Michael and Mr. Fung Tze Wa.

Pursuant to Article 88 of the Articles of Association, Mr. Cheng Bing Ren, Mr. Liu Xue Min and Mr. Fung Tze Wa will retire by rotation from the Board at the Annual General Meeting and, all being eligible, will offer themselves for re-election. A brief biographical details of the retiring Directors are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out in Appendix III to this circular. At the Annual General Meeting, resolutions will be proposed to approve (i) the grant of the Issue Mandate to the Directors; (ii) the grant of the Repurchase Mandate to the Directors; and (iii) re-election of retiring Directors.

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LETTER FROM THE BOARD

Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy, in accordance with the instructions printed thereon to the Company’s branch share registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Such form of proxy for use at the Annual General Meeting is also published on the website of the Stock Exchange at www.hkexnews.hk. Completion and return of the form of proxy will not preclude you from attending and voting in person if you so wish.

According to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the Annual General Meeting will be taken by poll and an announcement on the results of the poll will be made by the Company after the Annual General Meeting.

RECOMMENDATION

The Directors believe that (i) the grant of the Issue Mandate to the Directors; (ii) the grant of the Repurchase Mandate to the Directors; and (iii) re-election of retiring Directors, are all in the best interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders should vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting.

By Order of the Board of Directors of New Capital International Investment Limited Liu Xiao Guang Chairman

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EXPLANATORY STATEMENT

APPENDIX I

The following is the explanatory statement required to be sent to Shareholders under the Listing Rules in connection with the Repurchase Mandate proposed to be passed by the Shareholders by an ordinary resolution at the Annual General Meeting.

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their fully paid-up Shares and warrants on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ approval

The Listing Rules provide that all on-market repurchases of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchases.

(b) Maximum number of securities to be repurchased

A maximum of 10 per cent. of the issued share capital of the company as at the date of passing the relevant resolution may be repurchased on the Stock Exchange. On the basis 682,094,000 Shares in issue as at the Latest Practicable Date, assuming no further Shares are issued between the Latest Practicable Date and the date of the Annual General Meeting, the maximum number of Shares to be repurchased on the Stock Exchange is 68,209,400.

(c) Subsequent issue of shares

A company may not without the prior approval of the Stock Exchange issue new shares or announce a proposed new issue of securities for a period of 30 days immediately following a repurchase of securities, whether on the Stock Exchange or otherwise (other than an issue of securities pursuant to the exercise of share options or similar instruments requiring the company to issue securities which were outstanding prior to the repurchase).

(d) Reasons for purchases

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

(e) Funding of purchases

Repurchases must be made out of funds which are legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands and Hong Kong. It is envisaged that the funds required for any repurchases would be derived from the distributable profits of the Company.

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EXPLANATORY STATEMENT

APPENDIX I

(f) Impact on purchases

There may be an adverse impact on the working capital or gearing position of the Company in the event that the proposed repurchases of Shares were to be carried out in full at any time during the proposed repurchases period. However, the Directors do not propose to exercise the Repurchase Mandate to such extend as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing level which in the opinion of the Directors is from time to time appropriate for the Company.

(g) Connected parties

No connected persons (as defined in the Listing Rules) of the Company have notified the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

(h) Share purchases made by the Company

The Company has not repurchased any securities (whether on the Stock Exchange or otherwise) in the six months prior to the Latest Practicable Date.

(i) Share prices

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:–

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
April 2008	0.2800	0.2150
May 2008	0.3200	0.2160
June 2008	0.2310	0.1820
July 2008	0.2150	0.1650
August 2008	0.1850	0.1470
September 2008	0.1770	0.0800
October 2008	0.1690	0.0560
November 2008	0.0950	0.0480
December 2008	0.0910	0.0580
January 2009	0.1450	0.0830
February 2009	0.1400	0.1000
March 2009	0.1220	0.1020
April 2009 (As at the Latest Practicable Date)	0.1400	0.1000

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EXPLANATORY STATEMENT

APPENDIX I

(j) Directors and their associates

There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any associates (as defined in the Listing Rules) of the Company who have a present intention, in the event that the Repurchase Mandate is granted by the Shareholders, to sell to the Company its Shares.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the Repurchase Mandate only in accordance with the Listing Rules and the laws of the Cayman Islands.

(k) Takeovers Code

If, as a result of a share repurchase, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could, depending on the level of increase of its or their interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26.1 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Sense Control International Limited (“SCIL”), Dover VI Associates LLC (“DVIALLC”) and Econoworth Investments Limited (“EIL”), which held approximately 15.77 per cent., 15.51 per cent and 9.09 per cent. respectively of the issued share capital of the Company, were the substantial shareholders (as defined under the SFO) holding more than 5% of the issued share capital of the Company. In the event that the Directors should exercise the proposed Repurchase Mandate in full, on the basis that no further Shares are issued or repurchased prior to the date of the Annual General Meeting, the shareholding of SCLL, DVIALLC and EIL in the Company would be increased to approximately 17.53 per cent., 17.23 per cent. and 10.1 per cent. respectively of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer under Rule 26.1 of the Takeovers Code.

Save as disclosed above, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any purchases made pursuant to the Repurchase Mandate.

• 8 -

RE-ELECTION OF RETIRING DIRECTORS

APPENDIX II

MR. CHENG BING REN

Mr. Cheng Bing Ren , aged 58, was appointed as Executive Director of the Company since April 2004. Mr. Cheng holds a graduate certificate from Beijing Normal College, a teachers’ college in the PRC, in 1977. He is the deputy general manager of the Beijing International Trust and Investment Corporation Limited (“BITIC”), a state-owned enterprise which is engaged in the provision of financial trust products and services. Since Mr. Cheng joined BITIC in 1987, he has been primarily responsible for managing BITIC’s trust management business. Being a member of the senior management of BITIC’s trust management business, Mr. Cheng has wide discretion and authority to make investment decisions for the discretionary trust clients of BITIC. Most of these clients have been assigned by the PRC government. Mr. Cheng is also responsible for the evaluation, monitoring and management of investments for BITIC itself. Mr. Cheng worked as a deputy chairman of China Security Corp. Limited since 2002, primarily responsible for human resource management and internal auditing issues and making significant strategy decision.

Save as disclosed above, Mr. Cheng has not held directorships in any other listed public companies in the last three years and has not held any other position with the Company and other members of the Group. Mr. Cheng does not have any relationship with any other Director, senior management or substantial shareholder of the Company.

Mr. Cheng has entered into a service agreement with the Company dated 29 October 2004 which he has agreed to act as executive director of the Company for 3 years (subject to retirement by rotation and re-election at the Company’s annual general meeting). Mr. Cheng is entitled to a fixed annual fee in the amount of HK$30,000 and discretionary bonus for the performance of his duties as an Executive Director, which are determined with reference to the prevailing market rate and the director’s time commitment and expertise in the Company’s affairs.

As at the Latest Practicable Date, Mr. Cheng does not have any interest in the Shares within the meaning of Part XV of the SFO.

There is no information relating to Mr. Cheng that is required to be disclosed pursuant to Rules 13.51(2)(h) to (w) of the Listing Rules, and there are no other matters that need to be brought to the attention of holders of securities of the Company.

• 9 -

RE-ELECTION OF RETIRING DIRECTORS

APPENDIX II

MR. LIU XUE MIN

Mr. Liu Xue Min , aged 50, was appointed as Executive Director of the Company since April 2004. Mr. Liu graduateded from Post Graduate Institute of Chinese Academy of Social Science in the PRC in 1998, majoring in currency and banking. Mr Liu has been the chairman of First Capital Securities Co., Limited (formerly known as Foshan Securities Co., Limited) since December 1997.

Save as disclosed above, Mr. Liu has not held directorships in any other listed public companies in the last three years and has not held any other position with the Company and other members of the Group. Mr. Liu does not have any relationship with any other Director, senior management or substantial shareholder of the Company.

Mr. Liu has entered into a service agreement with the Company dated 29 October 2004 which he has agreed to act as executive director of the Company for 3 years (subject to retirement by rotation and re-election at the Company’s annual general meeting). Mr. Liu is entitled to a fixed annual fee in the amount of HK$30,000 and discretionary bonus for the performance of his duties as are Executive Director, which are determined with reference to the prevailing market rate and the director’s time commitment and expertise in the Company’s affairs.

As at the Latest Practicable Date, Mr. Liu does not have any interest in the Shares within the meaning of Part XV of the SFO.

There is no information relating to Mr. Liu that is required to be disclosed pursuant to Rules 13.51(2)(h) to (w) of the Listing Rules, and there are no other matters that need to be brought to the attention of holders of securities of the Company.

• 10 -

RE-ELECTION OF RETIRING DIRECTORS

APPENDIX II

MR. FUNG TZE WA

Mr. Fung Tze Wa , aged 52, was appointed as Independent Non-executive Director since April 2004. Mr. Fung holds a master degree in professional accounting from Hong Kong Polytechnic University in 2000. Mr. Fung is a certified public accountant. He is a member of the Hong Kong Institute of Certified Public Accountants, the Chartered Association of Certified Accountants, the Taxation Institute of Hong Kong and the Society of Chinese Accountants and Auditors. Mr. Fung has been a director of World Link CPA Limited, a professional accounting firm in Hong Kong since 2007 and had worked in the fields of accounting and finance in several listed companies in Hong Kong for over 11 years. Mr. Fung has extensive experience in auditing, taxation and company secretarial practice in Hong Kong. He is an independent non-executive director of China Haidian Holdings Limited and Jiwa Bio-Pharm Holdings Limited, companies whose shares are listed on the Stock Exchange.

Save as disclosed above, Mr. Fung has not held directorships in any other listed public companies in the last three years and has not held any other position with the Company and other members of the Group. Mr. Fung does not have any relationship with any other Director, senior management or substantial shareholder of the Company.

Pursuant to the existing appointment letter dated 21 April 2009, the appointment of Mr. Fung is for a fixed term of 3 years commencing 21 April 2009. Mr. Fung is entitled to a fixed annual fee in the amount of HK$100,000 and discretionary bonus for the performance of his duties as an Independent Non-executive Director, which are determined with reference to the prevailing market rate and the director’s time commitment and expertise in the Company’s affairs.

As at the Latest Practicable Date, Mr. Fung does not have any interest in the Shares within the meaning of Part XV of the SFO.

There is no information relating to Mr. Fung that is required to be disclosed pursuant to Rules 13.51(2)(h) to (w) of the Listing Rules, and there are no other matters that need to be brought to the attention of holders of securities of the Company.

• 11 -

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

NEW CAPITAL INTERNATIONAL INVESTMENT LIMITED 新資本國際投資有公司[*]

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 1062)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Annual General Meeting”) of members of the Company will be held at Lavender Room, 27th Floor, The Park Lane Hotel, 31 Gloucester Road, Hong Kong on Wednesday, 27th day of May, 2009 at 11:30 a.m. for the purpose of transacting the following business:

As Ordinary Business

ORDINARY RESOLUTIONS

1. To receive and consider the Audited Consolidated Financial Statements together with the Reports of the Directors and Auditor of the Company for the year ended 31 December 2008.

2. To re-elect retiring directors of the Company (the “Directors”) and to authorize the board of directors (the “Board”) to fix their remuneration.

3. To re-appoint Deloitte Touche Tohmatsu as the Auditor of the Company and to authorise the Board to fix their remuneration.

As Special Businesses , to consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the general mandate unconditionally given to the Directors to allot, issue and deal with shares in the share capital of the Company (the “Shares”), and to make or grant offers, agreements and options in respect thereof including warrants to subscribe Shares, which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved in substitution for and to the exclusion of any existing authority previously granted, subject to the following conditions:

2. (a) the mandate shall not extend beyond the Relevant Period (as defined below), except that the Directors might during the Relevant Period make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

3. For identification purposes only

4. 12 -

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (b) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors, otherwise than pursuant to (i) a Rights Issue (as defined below), (ii) the exercise of the subscription or conversation rights attaching to the terms of any warrant in the Company or (iii) the exercise of any options granted under any option scheme adopted by the Company, shall not exceed 20 per cent. of the aggregate nominal value of the share capital of the Company in issue at the date of passing of this Resolution; and

• (c) for the purposes of this Resolution,

“ Relevant Period ” means the period from the date of this Resolution until whichever is the earlier of:

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

• (ii) the revocation or variation of the mandate given under this Resolution by an ordinary resolution of the shareholders in general meeting; or

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held.

“ Rights Issue ” means an offer of Shares open for a period fixed by the Directors to holders of Shares of the Company on the register of members on a fixed record date in proportion to their then holdings of shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligation under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

1. “ THAT a general mandate be and is hereby unconditionally given to the Directors of the Company, in substitution for and to the exclusion of any existing authority previously granted, to exercise all powers of the Company, to (i) repurchase Shares and (ii) to repurchase warrants or other rights to subscribe for shares in the share capital of the Company in each case on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, provided that:

2. (a) the mandate shall not extend beyond the Relevant Period (as defined below);

3. (b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in this Resolution shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution;

4. 13 -

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (c) the aggregate subscription rights attaching to the warrants of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the general mandate in this Resolution shall not exceed 10 per cent. of the aggregate subscription rights attaching to all the warrants issued by the Company and for the time being outstanding, and the said mandate be limited accordingly; and

• (d) for the purposes of this Resolution,

  • “ Relevant Period ” means the period from the date of this Resolution until whichever is the earlier of:

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

  • (ii) the revocation or variation of the mandate given under this Resolution by ordinary resolution of the shareholders in general meeting; or

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held.”

• “ THAT conditional upon the passing of the Resolutions Nos. 4 and 5 as set out in the notice of the Annual General Meeting of which this Resolution forms part, the general mandate granted to the Directors of the Company to allot shares pursuant to the said Resolution No. 4 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the said Resolution No. 5, provided that such amount shall not exceed 10 per cent. of the share capital of the Company in issue as at the date of passing this Resolution”

• To discuss any other business, if necessary.

By Order of the Board Liu Xiao Guang Chairman

Hong Kong, 24 April 2009.

Principal place of business:

Suite 3306 Two Exchange Square Central Hong Kong

• 14 -

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

Notes:

• (a) The register of members of the Company will be closed from 25 May 2009 to 27 May 2009 (both days inclusive) during which period no transfer of Share(s) will be effected. All transfers of Share(s) accompanied by the relevant Share certificate(s) must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Standard Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 pm on 22 May 2009 so as to be entitled to attend and vote at the Annual General Meeting.

• (b) In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the Annual General Meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.

• (c) Any member entitled to attend and vote at the meeting is entitled to appoint another person as his/her proxy to attend and vote on his/her behalf. A member who is the holder of two or more Shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company. In order to be valid, proxy forms in prescribed form together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority should be returned to the Company’s Branch Share Registrar, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting or adjournment thereof.

• (d) The above resolutions will be put to vote at the above meeting by way of poll.

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