Dream International Limited — Proxy Solicitation & Information Statement 2012

Mar 26, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 all your shares in Dream International Limited, you should at once hand this document to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser.

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

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DREAM INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1126)

(1) PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES (2) RE-ELECTION OF RETIRING DIRECTORS AND (3) NOTICE OF THE AGM

A notice convening the annual general meeting of Dream International Limited to be held at Imperial Room IV, Towers Wing, Mezzanine Floor, The Royal Pacific Hotel and Towers Hong Kong, 33 Canton Road, China Hong Kong City, Tsimshatsui, Kowloon, Hong Kong on 30 April 2012 at 10:30 a.m. is set out on page 12 to 16 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the registered office of the Company at 8th Floor, Tower 5, China Hong Kong City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy will not prevent shareholders from attending and voting at the meeting if they so wish.

23 March 2012

CONTENTS

		Pages
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I	– EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II	– DETAILS OF RETIRING DIRECTORS BEING PROPOSED
	FOR RE-ELECTION AT THE AGM. . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX III	– NOTICE OF THE AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

“Annual General Meeting”	the annual general meeting of the Company to be held
	on 30 April 2012 at 10:30 a.m. at Imperial Room IV,
	Towers Wing, Mezzanine Floor, The Royal Pacific Hotel
	and Towers Hong Kong, 33 Canton Road, China Hong
	Kong City, Tsimshatsui, Kowloon, Hong Kong, or any
	adjournment thereof
“Articles of Association”	the articles of association of the Company
“C & H Korea”	C & H Co., Ltd., a company established in the Republic of
	Korea and is the holding company of the Company
“Code”	the Hong Kong Code on Takeovers and Mergers
“Companies Ordinance”	the Companies Ordinance of Hong Kong (Chapter 32)
“Company”	Dream International Limited
“Directors”	directors of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	The Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	23 March 2012, being the latest practicable date prior to the
	printing of this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

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DEFINITIONS

“Proposed Repurchase Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase shares not exceeding 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting the Proposed Repurchase Mandate “Securities and Futures Securities and Futures Ordinance, Chapter 571 of the laws Ordinance” of Hong Kong “Share(s)” ordinary share(s) of US$0.01 each in the capital of the Company “Shareholder(s)” the holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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DREAM INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1126)

Executive Directors: Mr. Kyoo Yoon Choi (Chairman) Mr. Young M. Lee Mr. James Chuan Yung Wang Mr. Hyun Ho Kim

Registered Office: 8th Floor, Tower 5, China Hong Kong City 33 Canton Road, Tsimshatsui Kowloon, Hong Kong

Independent Non-executive Directors: Professor Cheong Heon Yi Professor Byong Hun Ahn Mr. Tae Woong Kang

23 March 2012

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES (2) RE-ELECTION OF RETIRING DIRECTORS AND (3) NOTICE OF THE AGM

INTRODUCTION

On 23 March 2012, the Directors of the Company announced the audited consolidated results of the Company for the year ended 31 December 2011. The purpose of this circular is to provide you with information regarding the general mandates to issue Shares and to repurchase Shares which are proposed to be granted to the Directors and the proposed re-election of the Directors who are due to retirement. These ordinary resolutions will be proposed at the Annual General Meeting of the Company to be held on 30 April 2012.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

In order to ensure flexibility to the Directors, in the event that it becomes desirable to issue any share, approval is to be sought from Shareholders, pursuant to the Listing Rules, for a general mandate to issue Shares. At the Annual General Meeting, an ordinary resolution no. 5(1) will be proposed to grant a general mandate to the Directors to exercise the powers of the Company to allot and issue new shares in the share capital of the Company up to 10 per cent. of the aggregate nominal amount of the Company in issue as at the date of passing of the resolution in relation to such general mandate. As at the Latest Practicable Date, the number of Shares of the Company in issue was 672,165,000. Subject to the passing of the resolution granting the general mandate to the Directors to exercise the powers of the Company to allot and issue new shares in the share capital of the Company and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to allot a maximum of 67,216,500 Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting. In addition, subject to a separate approval of the ordinary resolution no. 5(3), the number of Shares purchased by the Company under ordinary resolution no. 5(2) will also be added to the 10 per cent. general mandate as mentioned in the ordinary resolution no. 5(1).

GENERAL MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution no. 5(2) will be proposed to provide the Directors with the authority to exercise the powers of the Company to repurchase shares representing up to 10 per cent. of the aggregate nominal amount of share capital in issue as at the date of passing of the resolution in relation to such Proposed Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Proposed Repurchase Mandate is set out in the Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 101 of the Articles of Association, Mr. Mr. Kyoo Yoon Choi, Mr. Young M. Lee and Mr. James Chuan Yung Wang shall retire by rotation, and being eligible, offered themselves for re-election at the Annual General Meeting.

Details of the above named Directors who are subject to re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

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LETTER FROM THE BOARD

FROM OF PROXY

Set out in Appendix III to this circular is the Notice, a form of proxy for use at the Annual General Meeting is enclosed. Whether or not you intend to be present at the meeting, you are requested to complete the form of proxy and return it to the registered office of Company in accordance with the instruction printed thereon not less than 48 hours before the time fixed for the holding of the Annual General Meeting. Completion and delivery of the form of proxy will not prevent the Shareholders from attending and voting at the Annual General Meeting if they so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by a poll.

The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of the Annual General Meeting be taken by way of poll pursuant to Article 73 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each share registered in his/her name in the register. A Shareholder entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same way.

The results of the poll will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.dream-i.com.hk on the same day after the Annual General Meeting.

RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for the granting to the Directors of the general mandate to issue shares and the Proposed Repurchase Mandate and for the re-election of directors are in the interests of the Group and its Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

Kyoo Yoon Choi

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 Proposed Repurchase Mandate and also constitutes the memorandum required under Section 49BA of the Companies Ordinance.

SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares of the Company in issue was 672,165,000. Subject to the passing of the resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 67,216,500 Shares, which represents 10 per cent. of the aggregate number of Shares in issue, during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS FOR REPURCHASE

The Directors believe that the ability to repurchase Shares is in the interests of the Company and its Shareholders.

Repurchases may, depending on the circumstances, result in an increase in net assets per share and/or earnings per share. The Directors are seeking the grant of a general mandate to repurchase shares to give the Company the flexibility to do so if and when appropriate. The timing and the number(s), the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

FUNDING OF REPURCHASE

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

There might be a material adverse effect on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the most recent published annual report of the Company for the financial year ended 31 December 2011) in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the general mandate to such an extent 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.

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EXPLANATORY STATEMENT

APPENDIX I

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their associates (as defined in the Listing Rules) currently intend to sell any Shares to the Company or its subsidiaries in the event that the general mandate is granted by Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Proposed Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the laws of Hong Kong.

The Company has received no notification from any of the connected persons (as defined in the Listing Rules) of the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any such Shares to the Company in the event that the Proposed Repurchase Mandate is granted.

If, on the exercise of the power to repurchase Shares pursuant to the Proposed Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Code. As a result, a shareholder or group of shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Code.

As at the Latest Practicable Date, Mr. Kyoo Yoon Choi was deemed to be interested in 455,001,000 shares, representing approximately 67.69% of the issued share capital of the Company through C & H Korea and Uni-Link Technology Limited. In the event that the Directors should exercise in full the Proposed Repurchase Mandate and the number of shares held by Mr. Choi remain unchanged, the shareholding of Mr. Choi in the Company will be increased to approximately 75.21% of the issued share capital of the Company. The Directors are not aware of any consequences which may arise under the Code as a result of any repurchases made under the Proposed Repurchase Mandate. The Directors do not propose to exercise the Proposed Repurchase Mandate to such extent that the public shareholding would be reduced to less than 25% of the issued share capital of the Company.

No purchase has been made by the Company of its Shares in the six months prior to the date of this circular.

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EXPLANATORY STATEMENT

APPENDIX I

SHARE PRICES

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

	Highest	Lowest
Month	trade price	trade price
	HK$	HK$
2011
March	1.640	1.220
April	1.390	1.130
May	1.140	0.760
June	0.930	0.800
July	1.100	0.810
August	0.830	0.475
September	0.640	0.540
October	0.600	0.500
November	0.590	0.500
December	0.540	0.440
2012
January	0.550	0.470
February	0.620	0.520
March (up to the Latest Practicable Date)	0.590	0.465

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APPENDIX II

DETAILS OF RETIRING DIRECTORS BEING PROPOSED FOR RE-ELECTION AT THE AGM

The details of the retiring directors eligible for re-election at the Annual General Meeting is set out below:

(i) MR. KYOO YOON CHOI

Mr. Kyoo Yoon Choi, aged 63, is the Chairman and Executive Director of the Company and the founder and the deemed controlling shareholder of the Group. He studied at Seoul National University in Korea between 1968 and 1972 and graduated with a bachelor’s degree in engineering. Prior to setting up the Group in Korea in 1984, Mr. Choi had over eight years of experience in the plush toy business at Daewoo Corporation, which was one of the leading conglomerates in Korea at the time. Mr. Choi is responsible for the strategic planning and overall business development of the Group.

Other than the directorate of the Company and the members of the Group: J. Y. Toys Co., Ltd., J. Y. International Company Ltd. and C&H HK Corp., Ltd., Mr. Choi dose not held any position with the Company or any member of the Group, save as disclosed herein Mr. Choi has not held any other directorships in listed public companies in the last three years.

Pursuant to the service contract entered between the Company and Mr. Choi, Mr. Choi was appointed as an executive director of the Company on 26 September 2003 with no specific term of service and is terminable by the Company giving not less than three months written notice or payment in lieu thereof, subject to the retirement and re-election provisions under the Articles of Association. Mr. Choi is entitled to receive director fee of HK$240,000 per annum and his total annual emoluments as determined by the Board with reference to the Company’s current standard emoluments for executive directors and prevailing market rate together with discretionary bonus based on his performance. As determined by the Board, Mr. Choi’s total annual emoluments for the year ended 31 December 2011 was HK$240,000.

Mr. Choi does not have any relationships with any other Directors, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules).

As at the Latest Practical Date, Mr. Choi was deemed to be interested in 455,001,000 Shares (representing 67.69% of the issued share capital of the Company) through his and his wife’s interests in C & H Korea and his interest in Uni-Link Technology Limited. Mr. Choi and his wife, Woul Hee Cha, hold approximately 61.95% of the issued share capital of C & H Korea, which holds 382,850,000 Shares (representing 56.96% of the issued share capital of the Company) and Mr. Choi beneficially owns 100% of the issued share capital of Uni-link Technology Limited, which holds 72,150,000 Shares (representing 10.73% of the issued share capital of the Company) pursuant to Part XV of the Securities and Futures Ordinance.

– 9 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS BEING PROPOSED FOR RE-ELECTION AT THE AGM

Save as disclosed above, there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

(ii) MR. YOUNG M. LEE

Mr. Young M. Lee, aged 56, is the Vice President and the Chief Financial Officer of the Company. Mr. Lee has 20 years of working experience in US in the areas of accounting and finance such as public accounting, consulting to financial institutions, mergers and acquisitions, corporate controllership and investment banking. Prior to joining the Group in May 2001, Mr. Lee was the Managing Director of Kohap (Hong Kong) Ltd., which is the trading and financing arm of a Korean conglomerate, Kohap Ltd.. He is responsible for the overall financial management, strategic and business planning of the Group.

Other than the directorate of the Company, Mr. Lee is also the director of the following member of the Company’s group: J.Y. Toys Co., Ltd., J.Y. International Company Ltd. and C & H HK Corp., Ltd. Mr. Lee has not held any other directorships in listed public companies in the last three years.

Pursuant to the service contract entered between the Company and Mr. Lee, Mr. Lee was appointed as an executive director of the Company with no specific term of service and is terminable by the Company giving not less than three months written notice or payment in lieu thereof, subject to the retirement and re-election provisions under the Articles of Association. Mr. Lee is entitled to receive emoluments of HK$2,069,000 per annum as determined by the Board with reference to the Company’s current standard emoluments for executive directors and prevailing market rate together with discretionary bonus based on his performance.

Mr. Lee does not have any relationships with any Directors, senior management, substantial or controlling Shareholders of the Company (as defined in the Listing Rules).

As at the Latest Practical Date, Mr. Lee was the beneficial owner of 2,500,000 Shares of the Company and the outstanding share options of 200,000 ordinary Shares granted on 23 December 2011 under the share option scheme adopted on 22 January 2002 of the Company, pursuant to Part XV of the Securities and Futures Ordinance.

Save as disclosed above, there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS BEING PROPOSED FOR RE-ELECTION AT THE AGM

(iii) MR. JAMES CHUAN YUNG WANG

Mr. James Chuan Yung Wang, aged 50, is the Managing Director of Dream International USA, Inc. (“Dream USA”). He joined Dream USA on 1 July 1991 and has been in charge of the Group’s marketing function in the USA. Mr. Wang graduated from the University of California, Los Angeles, with a bachelor degree in business administration in 1986. Prior to joining the Group, Mr. Wang had extensive experience in the fields of logistics and trading from his previous employments with Trans-union Line, KAL Trading Co. and Daewoo America Corp. He was appointed as an Executive Director on 1 April 2005.

Other than the directorate of the Company and Dream USA, Mr. Wang does not hold any position with the Company or any member of the Company’s group. In addition, Mr. Wang has not held any other directorships in listed public companies in the last three years.

Pursuant to the service contract entered between the Company and Mr. Wang, Mr. Wang was appointed as an executive director of the Company on 1 April 2005 with no specific term of service and is terminable by the Company giving not less than three months written notice or payment in lieu thereof, subject to the retirement and re-election provisions under the Articles of Association. Mr. Wang is entitled to receive emoluments of HK$1,354,000 per annum as determined by the Board with reference to the Company’s current standard emoluments for executive directors and prevailing market rate together with discretionary bonus based on his performance.

Mr. Wang does not have any relationships with any Directors, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules).

As at the Latest Practicable Date, Mr. Wang was the beneficial owner of 520,000 shares of the Company and the outstanding share options of 200,000 ordinary Shares granted on 23 December 2011 under the share option scheme adopted on 22 January 2002 of the Company, pursuant to Part XV of the Securities and Futures Ordinance.

Save as disclosed above, there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

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NOTICE OF THE AGM

APPENDIX III

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DREAM INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1126)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Dream International Limited (“the Company”) will be held at Imperial Room IV, Towers Wing, Mezzanine Floor, The Royal Pacific Hotel and Towers Hong Kong, 33 Canton Road, China Hong Kong City, Tsimshatsui, Kowloon, Hong Kong on 30 April 2012 at 10:30 a.m. for the following purposes:

ORDINARY BUSINESS

1. To receive and adopt the audited accounts of the Company for the year ended 31 December 2011 and the reports of the directors and auditors thereon.

2. To re-elect the retiring directors.

3. To approve the directors’ remuneration for the year ended 31 December 2011 and authorise directors to fix the directors’ remuneration for the year ending 31 December 2012.

4. To re-appoint KPMG as auditors of the Company and authorise the directors to fix their remuneration.

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NOTICE OF THE AGM

APPENDIX III

SPECIAL BUSINESS

1. To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

2. (1) “ THAT :

   • (i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with any unissued shares in the capital of the Company and to make or grant offers, agreements, options and other rights or issue warrants which may require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (ii) the approval in paragraph (i) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of the powers of the Company referred to in that paragraph at any time during or after the end of the Relevant Period;

   • (iii) the aggregate nominal amount of unissued shares in the capital of the Company which may be allotted, issued or otherwise dealt with by the directors of the Company during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to a Rights Issue or the exercise of subscription rights attaching to any warrants issued by the Company, shall not exceed the aggregate of 10 per cent. of the aggregate nominal amount of shares in the capital of the Company in issue as at the date of passing this resolution;

   • (iv) for the purpose of this resolution:

     • (a) “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

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

       • (2) 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 by law to be held; or

– 13 –

NOTICE OF THE AGM

APPENDIX III

     - (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;

  - (b) “Rights Issue” means an offer of shares in the capital of the Company, or an offer of warrants, options or other securities giving rights to subscribe for shares in the capital of the Company, open for a period fixed by the directors of the Company, to holders of shares in the capital of the Company whose names appear on the Register of Members of the Company on a fixed record date in proportion to their holdings of shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of any recognised regulatory body or any stock exchange).”

• (2) “ THAT :

• (i) subject to paragraphs (ii) and (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited be and is hereby generally and unconditionally approved;

• (ii) the aggregate nominal amount of Shares which may be purchased pursuant to the approval in paragraph (i) above 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 this Resolution, and the said approval shall be limited accordingly;

• (iii) for the purpose of this Resolution:

  • (a) “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

    • (1) the conclusion of the next Annual General Meeting of the Company;

– 14 –

NOTICE OF THE AGM

APPENDIX III

  - (2) 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 by law to be held; and

  - (3) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in general meeting;

• (b) “Shares” means shares of all classes in the capital of the Company and warrants and other securities issued by the Company which carry a right to subscribe or purchase shares of the Company.”

• (3) “THAT the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with shares in the capital of the Company and to make or grant offers, agreements, options and/or warrants which might require the exercise of such powers pursuant to Resolution 5(1) above be and is hereby extended by the addition to the total nominal amount of share capital which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate an amount representing the total nominal amount of shares in the capital of the Company purchased by the Company pursuant to the exercise by the directors of the Company in accordance with Resolution 5(2) above of the powers of the Company to purchase such shares, provided that such amount 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 this Resolution.”

By order of the Board

Kyoo Yoon Choi

Chairman

Hong Kong, 23 March 2012

– 15 –

NOTICE OF THE AGM

APPENDIX III

Notes:

• (i) Resolution 5(3) will be proposed to members for approval provided that resolutions 5(1) and 5(2) are passed by the members.

• (ii) A member entitled to attend and vote at the above meeting shall be entitled to appoint more than one person as his proxy, to attend and vote for him in accordance with the Articles of Association of the Company. A proxy need not be a member.

• (iii) In the case of joint holders of a share 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 in respect of the joint holding.

• (iv) To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at 8th Floor, Tower 5, China HK City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof.

• (v) The Register of Members will be closed from 26 April 2012 to 30 April 2012, both dates inclusive, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company’s share Registrar, Tricor Abacus Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 25 April 2012.

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