DT Capital Limited — Proxy Solicitation & Information Statement 2012

Jul 19, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about 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 transferred all your shares in Interchina Holdings Company Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or the 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.

INTERCHINA HOLDINGS COMPANY LIMITED

國中控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 202)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Interchina Holdings Company Limited to be held at 3/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 15 August 2012 at 10:00 a.m. is enclosed. A form of proxy is also enclosed.

Whether or not you are able to attend the annual general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the Company's share registrar, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the annual general meeting or any adjourned meeting should you so wish.

20 July 2012

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CONTENTS

Page

Responsibility Statement ... ii
Definitions ... 1

Letter from the Board
Introduction ... 3
Proposed Re-election of Retiring Directors ... 4
Proposed General Mandates to Issue and Repurchase Shares ... 4
Proposed Appointment of Auditors ... 5
Annual General Meeting ... 5
Recommendations ... 6
General information ... 6

Appendix I — Information on Retiring Directors Proposed for Re-election ... 7
Appendix II — Explanatory Statement on Proposed Repurchase Mandate ... 10
Notice of Annual General Meeting ... 13

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RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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DEFINITIONS

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

"AGM Notice"
notice of the Annual General Meeting which is set out on pages 13 to 16 of this circular;

"Annual General Meeting"
the annual general meeting of the Company to be held at 3/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 15 August 2012 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions to be proposed at the Annual General Meeting or any adjournment thereof;

"Articles of Association"
the articles of association of the Company;

"associate(s)"
has the same meaning as ascribed in the Listing Rules;

"Board"
the board of Directors;

"Code"
the Hong Kong Code on Takeovers and Mergers;

"Companies Ordinance"
the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

"Company"
Interchina Holdings Company Limited, a company incorporated in Hong Kong with limited liability, the issued Shares of which are listed on the Stock Exchange;

"Directors"
the directors of the Company;

"Existing Issue Mandate"
a general mandate granted to the Directors at the extraordinary general meeting of the Company held on 6 March 2012 to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at 6 March 2012;

"Existing Repurchase Mandate"
a general mandate granted to the Directors at the annual general meeting of the Company held on 12 August 2011 to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at 12 August 2011;

"Group"
the Company and its Subsidiaries;

"HK$"
Hong Kong dollars;

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC;

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DEFINITIONS

"Latest Practicable Date"
16 July 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange;

"PRC"
the People's Republic of China, which, for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

"Proposed Issue Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of relevant resolution granting such proposed issue mandate;

"Proposed Repurchase Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of relevant resolution granting such proposed repurchase mandate;

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

"Share(s)"
share(s) of HK$0.10 each in the capital of the Company;

"Shareholder(s)"
holder(s) of the Share(s);

"Subsidiaries"
a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)) of the Company;

"Stock Exchange"
The Stock Exchange of Hong Kong Limited;

"%"
per cent.

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LETTER FROM THE BOARD

INTERCHINA HOLDINGS COMPANY LIMITED

國中控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 202)

Executive Directors:

Mr. Shen Angang

Mr. Lam Cheung Shing, Richard

Mr. Zhu Yongjun

Mr. Wong Hin Shek

Mr. Choi Fun Tai, Bosco

Registered office:

Room 701, 7/F

Aon China Building

29 Queen's Road Central

Hong Kong

Independent non-executive Directors:

Mr. Ho Yiu Yue, Louis

Mr. Ko Ming Tung, Edward

Mr. Chi Chi Hung, Kenneth

Mr. Chen Yi, Ethan

20 July 2012

To the Shareholders, and for information only,

holders of options of the Company

Dear Sir or Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the Annual General Meeting for the approval of (a) proposed re-election of the retiring Directors; (b) the grant to the Directors of the Proposed Issue Mandate; (c) the grant to the Directors of the Proposed Repurchase Mandate; (d) the extension of the Proposed Issue Mandate to issue Shares by adding to it the aggregate number of the issued Shares repurchased under the Proposed Repurchase Mandate; and (e) proposed appointment of auditors of the Company.

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LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Executive Directors of the Company are Mr. Lam Cheung Shing, Richard, Mr. Zhu Yongjun, Mr. Wong Hin Shek, Mr. Shen Angang and Mr. Choi Fun Tai, Bosco; the Independent Non-executive Directors of the Company are Mr. Ho Yiu Yue, Louis, Mr. Ko Ming Tung, Edward, Mr. Chi Chi Hung, Kenneth, and Mr. Chen Yi, Ethan.

Pursuant to the Articles of Association, Mr. Wong Hin Shek, Mr. Shen Angang and Mr. Choi Fun Tai, Bosco, Mr. Chi Chi Hung, Kenneth, and Mr. Chen Yi, Ethan shall retire and subject to re-election at the Annual General Meeting and Mr. Ko Ming Tung, Edward shall retire by rotation at the Annual General Meeting. Except Mr. Wong Hin Shek and Mr. Chi Chi Hung, Kenneth shall retire at the Annual General Meeting and they will not offer themselves for re-election, Mr. Shen Angang, Mr. Choi Fun Tai, Bosco, Mr. Ko Ming Tung, Edward and Mr. Chen Yi, Ethan will offer themselves for re-election at the Annual General Meeting.

Brief biographies of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 12 August 2011, ordinary resolution was passed granting the Existing Repurchase Mandate to the Directors and at the extraordinary general meeting of the Company held on 6 March 2012, ordinary resolution was passed granting the Existing Issue Mandate to the Directors.

In accordance with the provisions of the Listing Rules and the terms of the Existing Issue Mandate and the Existing Repurchase Mandate, the Existing Issue Mandate and the Existing Repurchase Mandate shall lapse if, inter alia, they are revoked or varied by ordinary resolutions of the Shareholders in general meeting.

Ordinary resolutions set out as resolutions 4(1)(d) and 4(2)(c) in the AGM Notice will be proposed at the Annual General Meeting to revoke the Existing Issue Mandate and the Existing Repurchase Mandate respectively. Resolutions to consider, and if thought fit, to approve the Proposed Issue Mandate and the Proposed Repurchase Mandate as set out in resolutions 4(1)(a), (b), (c) and (e) and resolutions 4(2)(a), (b) and (d) in the AGM Notice respectively will also be proposed at the Annual General Meeting. With reference to the Proposed Issue Mandate and the Proposed Repurchase Mandate, the Directors wish to state that they have no immediate plans to issue or repurchase any Shares pursuant thereto. As at the Latest Practicable Date, the number of Shares in issue was 5,224,669,363 Shares. Subject to the passing of the resolution granting the Proposed Issue Mandate and on the basis that no further Shares will be issued or repurchased before the Annual General Meeting, the Company will be allowed to issue a maximum of 1,044,933,872 Shares upon exercise of the Proposed Issue Mandate in full.

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LETTER FROM THE BOARD

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 II 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.

PROPOSED APPOINTMENT OF AUDITORS

HLB Hodgson Impey Cheng, the current auditors of the Company whose term of office will expire upon the conclusion of the AGM, has informed the Company that the practice of HLB Hodgson Impey Cheng was reorganised as HLB Hodgson Impey Cheng Limited in March 2012.

The Board considers that it would be in the interests of the Company and the Shareholders as a whole if the auditors can continue to serve the Company under the new name of HLB Hodgson Impey Cheng Limited. The Board has resolved to appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company upon the retirement of HLB Hodgson Impey Cheng, which would hold office until the conclusion of the next annual general meeting of the Company, subject to the approval of the Shareholders at the AGM.

HLB Hodgson Impey Cheng has confirmed that there are no matters in connection with its retirement that need to be brought to the attention of the Shareholders. The Board also confirmed that there are no circumstances in respect of the proposed appointment of auditors that need to be brought to the attention of the Shareholders.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 3/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 15 August 2012 at 10:00 a.m. is set out on pages 13 to 16 of this circular. Pursuant to Rules 13.39(4) to 13.39(5) of the Listing Rules, any voting of the Shareholders at the Annual General Meeting will be taken by way of poll and an announcement on the poll results of the Annual General Meeting will be made by the Company after the Annual General Meeting.

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy and return it to the office of the Company's share registrar, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting. Completion and return of the form of proxy will not prevent you from attending and voting at the Annual General Meeting or any adjourned meeting should you so wish.

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LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors consider that the proposed resolutions for approval of (a) proposed re-election of the retiring Directors; (b) granting to the Directors the Proposed Issue Mandate; (c) granting to the Directors the Proposed Repurchase Mandate; (d) to extend the Proposed Issue Mandate to issue Shares by adding to it the aggregate number of the issued Shares repurchased under the Proposed Repurchase Mandate; and (e) proposed appointment of auditors of the Company are in line with the requirements under the Listing Rules and in the interests of the Company, the Shareholders and, in particular, the Group as a whole. The Directors therefore recommend the Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

GENERAL INFORMATION

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

Yours faithfully,

For and on behalf of the Board

Interchina Holdings Company Limited

Lam Cheung Shing, Richard

Director and Chief Executive Officer

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APPENDIX I

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

This appendix sets out the information, as required to be disclosed by the Listing Rules, on the Retiring Directors proposed to be re-elected at the Annual General Meeting.

(1) Mr. Shen Angang

Mr. Shen Angang (“Mr. Shen”), aged 56, has been appointed as an executive Director of the Company in February 2012. He has been the president and chairman of the board of directors of Shanghai AnShung Group Ltd. since 1995. He has rich experience in areas ranging from finance, investment, real estate and mining resources. Mr. Shen served as the cadre of the Science Committee of Shanghai. He also held the position as the general manager of Shanghai Industry and Trade Department of Shanghai Ocean Helicopter Professional Co., Ltd., and as the general manager of Shanghai Securities Department of Guizhou International Trust & Investment Corporation.

Save as disclosed herein, Mr. Shen had not held any directorship in any other public companies in the past three years and did not held any other position in the Group as at the Latest Practicable Date.

The Company has not entered in to any service contract with Mr. Shen and Mr. Shen had not been appointed for a specific term, but he is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Shen received remuneration of approximately HK$19,000 for the year ended 31 March 2012 which was determined by the Board with reference to his duties and responsibilities as well as the Company's remuneration policy. Save as being an executive Director, Mr. Shen did not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Shen was interested in 187,865,000 Shares (representing approximately 3.6% of the issued share capital of the Company) within the meaning of Part XV of the SFO.

Save as disclosed herein, there is no information in relation to Mr. Shen which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matters in relation to the proposed re-election of Mr. Shen that need to be brought to the attention of the Shareholders.

(2) Mr. Choi Fun Tai, Bosco

Mr. Choi Fun Tai (“Mr. Choi”), aged 61, has been appointed as an executive Director of the Company in February 2012. Mr. Choi is an investment consultant on real estate in Hong Kong and has rich experience in statistics and real estate affairs. He worked in the Census and Statistics Department for over twenty years, and was a senior statistical officer with the responsibility of management and compilation of major economic indicators in Hong Kong prior to his departure. Mr. Choi obtained a Certificate in Real Estate Agency from University of British Columbia, Canada and was engaged in real estate transactions for the period from 1990 to 2005. He obtained professional qualifications from the Institute of Statisticians, UK and received a Fellowship Certificate in Statistics from the United Nations.

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APPENDIX I

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed herein, Mr. Choi had not held any directorship in any other public companies in the past three years and did not held any other position in the Group as at the Latest Practicable Date.

The Company has not entered in to any service contract with Mr. Choi and Mr. Choi had not been appointed for a specific term, but he is subject to retirement by rotation and reelection in accordance with the Articles of Association. Mr. Choi received remuneration of approximately HK$19,000 for the year ended 31 March 2012 which was determined by the Board with reference to his duties and responsibilities as well as the Company's remuneration policy. Save as being an executive Director, Mr. Choi did not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Choi did not have any interests in Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, there is no information in relation to Mr. Choi which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matters in relation to the proposed re-election of Mr. Choi that need to be brought to the attention of the Shareholders.

(3) Mr. Ko Ming Tung, Edward

Mr. Ko Ming Tung, Edward ("Mr. Ko"), aged 51, has been appointed as an independent non-executive Director in April 2009. He obtained an external bachelor of laws degree from the University of London in the United Kingdom in August 1986 and is a member of The Law Society of Hong Kong. He is the principal of Messrs. Edward Ko & Company and has been practising as a solicitor in Hong Kong for more than 20 years. He was appointed as Deputy Presiding Officer of the Labour Tribunal and is presently a member of the Panel of Adjudicators of the Obscene Articles Tribunal, the Solicitors Disciplinary Tribunal Panel, the Disciplinary Panel A of the Hong Kong Institute of Certified Public Accountants and the Employment Law Committee of The Law Society of Hong Kong. Mr. Ko has been appointed as Tribunal Chairman of the Appeal Tribunal Panel under the Buildings Ordinance. He is also a manager of Chiu Chow Association Secondary School.

Other than the directorship in the Company, Mr. Ko is also a non-executive director of Harmonic Strait Financial Holdings Limited and an independent non-executive director of Sinofert Holdings Limited and Wai Chun Group Holdings Limited, all of which are companies whose issued shares are listed on the main board of the Stock Exchange. Mr. Ko was previously a non-executive director of New Smart Energy Group Limited and an independent non-executive director of Kai Yuan Holdings Limited, all of which are companies whose issued shares are listed on the main board of the Stock Exchange.

Save as disclosed herein, Mr. Ko had not held any directorship in any other public companies in the past three years and did not held any other position in the Group as at the Latest Practicable Date.

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APPENDIX I

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The Company has not entered in to any service contract with Mr. Ko and Mr. Ko had not been appointed for a specific term, but he is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Ko received remuneration of approximately HK$315,000 for the year ended 31 March 2012 which was determined by the Board with reference to his duties and responsibilities as well as the Company's remuneration policy. Save as being a non-executive Director, Mr. Ko did not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Ko did not have any interests in Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, there is no information in relation to Mr. Ko which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matters in relation to the proposed re-election of Mr. Ko that need to be brought to the attention of the Shareholders.

(4) Mr. Chen Yi, Ethan

Mr. Chen Yi, Ethan ("Mr. Chen"), aged 28, has been appointed as an independent non-executive Director of the Company in February 2012. Mr. Chen has profound knowledge in financial instruments and rich experience in the international capital market. He has been the assistant vice president in investment of Wellbo Holdings Limited since 2010. He held the position as an engineering analyst of Kobex Minerals Inc. and International Barytex Resources Ltd in Canada, and as an analyst and assistant vice president of Rongying Investments Limited. He received a bachelor degree in Applied Science on Professional Electric Engineering from University of British Columbia, Vancouver, Canada.

Save as disclosed herein, Mr. Chen had not held any directorship in any other public companies in the past three years and did not held any other position in the Group as at the Latest Practicable Date.

The Company has not entered in to any service contract with Mr. Chen and Mr. Chen had not been appointed for a specific term, but he is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Chen received remuneration of approximately HK$19,000 for the year ended 31 March 2012 which was determined by the Board with reference to his duties and responsibilities as well as the Company's remuneration policy. Save as being a non-executive Director, Mr. Chen did not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Chen did not have any interests in Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, there is no information in relation to Mr. Chen which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matters in relation to the proposed re-election of Mr. Chen that need to be brought to the attention of the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT ON PROPOSED REPURCHASE MANDATE

This appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the Proposed Repurchase Mandate.

(1) SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue was 5,224,669,363 Shares. Subject to the passing of the resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares will be issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 522,466,936 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.

(2) SOURCE OF FUNDS

Repurchases must be funded out of fund legally available for the purpose and in accordance with the Articles of Association and the laws of Hong Kong, the jurisdiction in which the Company is incorporated.

(3) REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. 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 earnings per share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the general mandate to repurchase Shares were to be exercised in full at the currently prevailing market value, it would have a material adverse impact on the working capital position and gearing position of the Company, as compared with the positions disclosed in the audited consolidated accounts of the Company for year ended 31 March 2012, being the date to which the latest published accounts of the Company were made up. The Directors do not propose to exercise the general mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX II EXPLANATORY STATEMENT ON PROPOSED REPURCHASE MANDATE

(4) SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the 12 months immediately preceding the Latest Practicable Date:

Month	Price per Share
	Highest HK$	Lowest HK$
2011
July	1.55	1.30
August	1.54	1.12
September	1.40	1.05
October	1.07	0.255
November	0.40	0.33
December	0.43	0.32
2012
January	0.495	0.375
February	0.85	0.485
March	0.93	0.45
April	0.53	0.40
May	0.50	0.445
June	0.49	0.395
July (up to and including the Latest Practicable Date)	0.60	0.47

(5) GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their associates currently intend to sell any Shares to the Company or its subsidiaries in the event that the Proposed Repurchase Mandate is approved.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Proposed Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong, as well as the regulations set out in the memorandum and Articles of Association.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Proposed Repurchase Mandate is approved.

If as a result of a repurchase of Shares, 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 the Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Code.

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APPENDIX II EXPLANATORY STATEMENT ON PROPOSED REPURCHASE MANDATE

On the basis that no further Shares will be issued or repurchased after the Latest Practicable Date and in the event that the Directors exercise the Proposed Repurchase Mandate in full, no Shareholder would be required to make a mandatory offer under Rule 26 of the Code. The Directors have no present intention to exercise in full the power to repurchase Shares proposed to be granted pursuant to the Proposed Repurchase Mandate.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular.

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NOTICE OF ANNUAL GENERAL MEETING

INTERCHINA HOLDINGS COMPANY LIMITED

國中控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 202)

NOTICE IS HEREBY GIVEN that an annual general meeting of Interchina Holdings Company Limited ("Company") will be held at 3/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 15 August 2012 at 10:00 a.m. at (or an adjournment thereof) for the following purposes:

1. To receive and consider the audited financial statements and the report of the directors and auditors for the year ended 31 March 2012;
2. To re-elect directors who offer themselves for re-election and to authorise the board of directors to fix their remuneration;
3. To appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and to authorise the board of directors to fix their remuneration;
4. To consider and, if thought fit, passing with or without modification, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

(1) "THAT:

(a) subject to paragraph (c) below, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company (the "Shares") or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

(c) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue (as hereinafter defined);

(ii) the exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;

(iii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or right to acquire Shares;

(iv) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company;

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly;

(d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

(e) for the purpose of this Resolution:

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

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the articles of association of the Company to be held; or

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

“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to

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NOTICE OF ANNUAL GENERAL MEETING

such exclusion or other arrangements as the Directors 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 in any territory outside Hong Kong).

(2) “THAT:

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases, and subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of Shares which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly;

(c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

(d) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the articles of association of the Company to be held; or

(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.”

(3) “THAT conditional upon the passing of the Resolutions 4(1) and 4(2) as set out in the notice of this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to Resolution 4(1) above be and is hereby extended by the addition to the aggregate nominal amount of the share capital

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NOTICE OF ANNUAL GENERAL MEETING

of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 4(2) above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution.”

By Order of the Board
Interchina Holdings Company Limited
Lam Cheung Shing, Richard
Director and Chief Executive Officer

Hong Kong, 20 July 2012

Registered office:
Room 701, 7/F
Aon China Building
29 Queen’s Road Central
Hong Kong

Notes:

1. A shareholder of the Company (“Shareholder”) entitled to attend and vote at the annual general meeting (“AGM”) may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a Shareholder.

2. Where there are joint registered holders of any share of HK$0.10 each in the capital of the Company (“Share”), any one such persons may vote at the AGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the Company’s share registrar, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM.

4. As at the date of this notice, the board of directors of the Company consists of Mr. Shen Angang, Mr. Lam Cheung Shing, Richard, Mr. Zhu Yongjun, Mr. Wong Hin Shek and Mr. Choi Fun Tai, Bosco (all being executive directors), and Mr. Ho Yiu Yue, Louis, Mr. Ko Ming Tung, Edward, Mr. Chi Chi Hung, Kenneth and Mr. Chen Yi, Ethan (all being independent non-executive directors).

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