Design Capital Limited — Proxy Solicitation & Information Statement 2010

Jan 14, 2010

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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your securities in Yun Sky Chemical (International) Holdings Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or another 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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Yun Sky Chemical (International) Holdings Limited 南嶺化工（國際）控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock code: 00663)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of Yun Sky Chemical (International) Holdings Limited to be held at 12:00 noon on Monday, 8 February 2010 at Room 1211, 12/F., Tower 1, New World Tower, 18 Queen’s Road Central, Hong Kong is set out on pages 5 to 6 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time appointed for the holding of such meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

15 January 2010

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5

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DEFINITIONS

In this circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

• “Board” the board of Directors

“Change of Company Name” proposed change of the name of the Company from “Yun Sky Chemical (International) Holdings Limited” in English and "南嶺化工（國際）控股有限公司” in Chinese to “KING STONE ENERGY GROUP LIMITED” in English and "金山能源集團有限公司” in Chinese

• “Company” Yun Sky Chemical (International) Holdings Limited, a company incorporated in Hong Kong with limited liability, whose shares are listed on the main board of the Stock Exchange

• “Directors” the directors of the Company

• “EGM” the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve the Change of Company Name

• “Group” the Company and its subsidiaries

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

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC” the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region of PRC and Taiwan

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

• “Shareholder(s)” holder(s) of Shares

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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Yun Sky Chemical (International) Holdings Limited 南嶺化工（國際）控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock code: 00663)

Executive Directors: Ms. Liu Yee Nee (Chairman) Mr. Wang Da Yong (CEO) Mr. Li Wei (CEO) Ms. Louie Mei Po Ms. Zhou Jing

Registered Office and Principal Place of Business in Hong Kong: Room 1211, 12/F, Tower 1, New World Tower 18 Queen’s Road Central Hong Kong

Non-executive Director: Mr. Wang Tongtian

Independent Non-executive Directors: Mr. Ng Wai Hung Mr. Jacobsen William Keith Mr. Wu Wang Li

15 January 2010

To the Shareholders and, for information only, the holder(s) of convertible notes issued by the Company

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Board announced on 6 January 2010 that it proposed to change the name of the Company. The purpose of this circular is to give you further details regarding the Change of Company Name, and to give you notice of the EGM to consider and, if thought fit, approve the Change of Company Name at the EGM.

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LETTER FROM THE BOARD

CHANGE OF COMPANY NAME

As disclosed in the announcement of the Company dated 21 December 2009, acquisition by the Group of Triumph Fund A Limited, which through its subsidiaries holds certain mining rights in two coal mines located in Dongsheng District of Ordos City on the eastern edge of the Maowusu Desert, Inner Mongolia, PRC, has been completed on 21 December 2009.

The Board proposes to change the name of the Company from “Yun Sky Chemical (International) Holdings Limited” in English and “南嶺化工（國際）控股有限公司” in Chinese to “KING STONE ENERGY GROUP LIMITED” in English and “金山能源集團有限 公司” in Chinese to reflect the new development focus in the coal mining and selling business of the Group in PRC.

The Change of Company Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders at the EGM to approve the Change of Company Name;

• (ii) the new name of the Company is entered on the register of companies by the Registrar of Companies in Hong Kong; and

• (iii) the issuance of a certificate of change of name by the Registrar of Companies in Hong Kong.

Subject to the satisfaction of the conditions set out above, the effective date of the Change of Company Name will be the date on which the certificate of change of name is issued. The Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

Upon the Change of Company Name becoming effective, the Shares will be traded on the Stock Exchange under the new name. The stock short name of the Company will also be changed accordingly.

SHARE CERTIFICATES

The Change of Company Name will not affect any of the rights of the Shareholders. All the existing share certificates in issue bearing the existing name of the Company will continue to be effective as documents of title and be valid for trading, settlement and registration purposes. Once the proposed Change of Company Name becomes effective, any new share certificate of the Company will be issued in the new name. Accordingly, there will not be any arrangement for an exchange of existing share certificates of the Company for new share certificates bearing the new name of the Company.

EGM

The EGM will be held at 12:00 noon on Monday, 8 February 2010, the notice of which is set out on pages 5 to 6 of this circular, to consider and, if thought fit, approve the Change of Company Name.

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LETTER FROM THE BOARD

There is a form of proxy for use at the EGM accompanying this circular. Whether or not you will be able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar, Tricor Secretaries 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 appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

The votes of the Shareholders at the EGM will be taken by poll. Further announcement(s) will be made by the Company to inform the Shareholders of the result of the EGM and the effective date of the Change of Company Name.

RECOMMENDATION

The Board considers that the proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of the special resolution to be proposed at the EGM to approve the Change of Company Name.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. 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, opinions expressed in this circular have been arrived at after due and careful consideration and there are no other facts the omission of which would make any statement in this circular misleading.

By Order of the Board

Yun Sky Chemical (International) Holdings Limited Wang Da Yong Director

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NOTICE OF EGM

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Yun Sky Chemical (International) Holdings Limited 南嶺化工（國際）控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock code: 00663)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Yun Sky Chemical (International) Holdings Limited (the “Company”) will be held at Room 1211, 12/F., Tower 1, New World Tower, 18 Queen’s Road Central, Hong Kong at 12:00 noon on Monday, 8 February 2010 for the purpose of considering and, if thought fit, passing with or without modifications the following resolution as special resolution of the Company:-

SPECIAL RESOLUTION

“ THAT :–

• (a) the name of the Company be changed from “Yun Sky Chemical (International) Holdings Limited” in English and “南嶺化工（國際）控股有限公司” in Chinese to “King Stone Energy Group Limited” in English and “金山能源集團有限公 司” in Chinese; and

• (b) the board of directors of the Company (“ Board ”) be and is hereby authorized to do all such acts and things and execute all documents it considers necessary, desirable or expedient in connection with or to give effect to such change of name of the Company.”

By Order of the Board Yun Sky Chemical (International) Holdings Limited Wang Da Yong Director

Hong Kong, 15 January 2010

As at the date of this notice, the Board comprises five executive Directors: Ms. Liu Yee Nee, Ms. Louie Mei Po, Mr. Wang Da Yong, Mr. Li Wei, and Ms. Zhou Jing, a non-executive Diriector: Mr. Wang Tongtian and three independent non-executive Directors: Mr. Ng Wai Hung, Mr. Jacobsen William Keith and Mr. Wu Wang Li.

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NOTICE OF EGM

Registered Office and Principal Place of Business: Room 1211, 12th Floor

Tower 1, New World Tower 18 Queen’s Road Central Hong Kong

Notes:

• (1) A shareholder entitled to attend and vote at the above meeting of the Company may appoint another person as his proxy to attend and to vote instead of him. A proxy need not be a shareholder of the Company.

• (2) In the case of joint holders of any share, any one of such persons may vote at the said meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders is present at the said meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

• (3) In order to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s share registrar, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person should they so wish.

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