DINGYI GROUP INVESTMENT LIMITED — Proxy Solicitation & Information Statement 2006

May 16, 2006

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 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 Winfair Investment Company Limited, you should at once hand this circular 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 transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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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WINFAIR INVESTMENT COMPANY LIMITED 永發置業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0287)

DISCLOSEABLE TRANSACTION

DISPOSAL OF AGRICULTURAL LAND IN LOT NOS. 13, 14B, 15RP, 16, 17A & 17C IN D.D. 128 & LOT NO. 2148 IN D.D. 129, LAU FAU SHAN, YUEN LONG, NEW TERRITORIES

12 May 2006

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Financial effect on the Disposal/Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reason for the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Principal Activities of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix — General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

“Agreement”	the formal sale and purchase agreement dated 22 April 2006
	entered into between the Vendor and the Purchaser in relation
	to the sale and purchase of the Land
“Announcement”	the announcement dated 24 April 2006 in respect of, among
	other things, the Disposal
“Board”	the board of Directors
“Companies Ordinance”	the Companies Ordinance (Chapter 32 of the Laws of Hong
	Kong)
“Company”	Winfair Investment Company Limited, a company incorporated
	in Hong Kong with limited liability whose shares are listed on
	the main board of the Stock Exchange
“Consideration”	the selling price of HK$10,369,458 for the Land
“Director(s)”	the director(s) of the Company
“Disposal”	the disposal of the Land by the Vendor
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Independent Third	independent third party who is not connected person (as defined
Party”	in the Listing Rules) of the Company and is independent of
	and not connected with the Company and its connected person
	(as defined in the Listing Rules)
“Land”	means agricultural land. It comprises of:
	(1) Lot Nos. 13, 14B, 15RP, 16, 17A & 17C in D.D. 128;
	and
	(2) Lot No. 2148 in D.D. 129

Lau Fau Shan, Yuen Long, New Territories

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DEFINITIONS

“Latest Practicable Date”	11 May 2006, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Purchaser”	Onfill Company Limited, being an independent third party and
	not a “connected person” of the Company
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Shareholder(s)”	holder(s) of the share(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Winfair Investment Company Limited (“the Company”)

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LETTER FROM THE BOARD

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WINFAIR INVESTMENT COMPANY LIMITED 永發置業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0287)

Board of Directors

Executive: NG See Wah (Chairman) SOO Cho Ling NG Tai Wai

Registered Office

5/F., Lee Kiu Building 51 Jordan Road Kowloon, Hong Kong

Non-executive: NG Tai Keung SO Kwok Leung

Independent non-executive: HENG Kwoo Seng NG Chi Yeung, Simon CHAN Suit Fei, Esther

To the Shareholders

12 May 2006

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION DISPOSAL OF AGRICULTURAL LAND IN LOT NOS. 13, 14B, 15RP, 16, 17A & 17C IN D.D. 128 & LOT NO. 2148 IN D.D. 129, LAU FAU SHAN, YUEN LONG, NEW TERRITORIES

INTRODUCTION

By an announcement dated 24 April 2006, the Board of the Company announced that on 22 April 2006, Winfair Investment Company Limited (“the Company”) entered into the Agreement with the Purchaser, an independent third party, in relation to the Disposal of the agricultural land (“the Land”) at the consideration of HK$10,369,458.

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LETTER FROM THE BOARD

The Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to provide the Shareholders of the Company with further information on the Disposal and other information in compliance with the requirements of the Listing Rules.

THE AGREEMENT

Date: 22 April 2006

Vendor: Winfair Investment Company Limited

Purchaser:

Onfill Company Limited. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, the Purchaser and its ultimate beneficial owner are Independent Third Parties of the Company and not connected persons of the Company. Its principal business activity is property investment.

Land: (1) Lot Nos. 13, 14B, 15RP, 16, 17A & 17C in D.D. 128; and (2) Lot No. 2148 in D.D. 129.

Lau Fau Shan, Yuen Long, New Territories.

The total site area is approximately 60,112.80 square feet.

The agricultural land will be sold with existing possession.

Consideration: HK$10,369,458 (or HK$172.50 per square feet).

The Consideration was determined based on the current market price of the agricultural land in the same area after arm’s length negotiation between the Vendor and the Purchaser, an independent third party.

Terms of Payment:

• (a) a deposit of HK$1,036,945.80 was paid by the Purchaser to the Vendor upon the signing of the Agreement; and

• (b) HK$9,332,512.20 being the balance of the Consideration shall be paid by the Purchaser to the Vendor on or before completion date.

Completion date:

on or before 22 May 2006.

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LETTER FROM THE BOARD

FINANCIAL EFFECT ON THE DISPOSAL/USE OF PROCEEDS

The Land was purchased in November 1980 and has been in vacant possession without leasing to any party since the date of acquisition. Its audited net book value as of 31 March 2005 amounting to HK$2,256,788 has been included in “Stock of land interest”. The expected gain from the Disposal is approximately HK$8,000,000 (before taxation and after incidental costs regarding to the Disposal). The Disposal results in an increase in assets by approximately HK$8,000,000 and there is no effect on the liabilities of the Company. The net proceeds of approximately HK$10,000,000 will be used as the Company’s working capital.

REASONS FOR THE DISPOSAL

The Directors believe it is in the interest to take advantage of opportunity to dispose the Land so that the resources of the Group could be better applied in other investment opportunities such as property development or investment and security investment that will offer a more attractive return. The Directors (including the independent non-executive directors) believe that the terms of the Disposal are on normal commercial terms which are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

PRINCIPAL ACTIVITIES OF THE GROUP

The principal activities of the Group are property and share investments, property development and securities dealing.

GENERAL INFORMATION

Your attention is also drawn to the general information set out in the appendix to this circular.

Yours faithfully, On behalf of the Board Winfair Investment Company Limited Ng See Wah Chairman

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GENERAL INFORMATION

APPENDIX

1. 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, there are no other facts not contained in this circular, the omission of which would make any statement herein misleading.

2. DISCLOSURE OF DIRECTOR’S INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporation (within the meaning of Part XV of the SFO) which were notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which the directors had taken or deemed to have under the provisions of the SFO) or which were recorded in the register required to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code of Securities Transactions by the Directors of Listed Companies were as follows:

		Number of	shares held
	Personal	Family	Corporate	Other
	Interests	Interests	Interests	Interests	Total
Executive directors:
Ng See Wah	7,941,423	910,000	3,370,500*	—	12,221,923
Ng Tai Wai	3,899,077	—	3,370,500*	—	7,269,577
Soo Cho Ling	5,008,423	250,000	—	—	5,258,423
Non-executive directors:
Ng Tai Keung	259,000	—	—	—	259,000
So Kwok Leung	5,961,077	—	—	—	5,961,077
Independent non-executive
directors:
Heng Kwoo Heng	—	—	—	—	—
Ng Chi Yeung, Simon	—	—	—	—	—
Chan Suit Fei, Esther	—	—	—	—	—

• 3,370,500 shares attributable to Mr. Ng See Wah and Mr. Ng Tai Wai were held by Rheingold Holdings Limited, a company beneficially owned by Mr. Ng See Wah and Mr. Ng Tai Wai.

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GENERAL INFORMATION

APPENDIX

Save as disclosed above and other than certain nominee shares in subsidiaries held by the Directors in trust for the Company, none of the Directors or their associates had any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations.

None of the Directors, their spouses or their children under the age of 18 had any right to subscribe for the shares of the Company.

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, no person, other than certain Directors of the Company, had notifiable interest or short position in shares or underlying shares of the Company as recorded in the register maintained pursuant to section 336 of the SFO.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with the Group.

5. DIRECTOR’S INTERESTS IN CONTRACTS

As at the Latest Practicable Date, none of the Directors was interested in any contract or arrangement subsisting which is significant in relation to the business of the Group.

6. COMPETING INTEREST

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or their respective associates (as defined in the Listing Rules) have any interest in a business which competes or is likely to compete with the business of the Group pursuant to rule 8.10 of the Listing Rules.

7. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or claim of material importance and, so far as the Directors are aware, no litigation or claim of material importance is pending or threatened by or against the Company or any of its subsidiaries.

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GENERAL INFORMATION

APPENDIX

8. MISCELLANEOUS

• (a) The secretary of the Company is Mr. Lam Ping Kwan, Clement, who is a practising solicitor.

• (b) The qualified accountant of the Company is Ms. Ma Mimoona, member of the Association of Chartered Certified Accountants and member of the Hong Kong Institute of Certified Public Accountants.

• (c) The share registrar of the Company is Computershare Hong Kong Investor Services Limited of 46/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (d) The English language text of this circular shall prevail over the Chinese language text.

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