Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2007

Jul 30, 2007

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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Nam Hing Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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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NAM HING HOLDINGS LIMITED 南興集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES OF THE COMPANY AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND

NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

A notice convening an annual general meeting of Nam Hing Holdings Limited to be held at Victoria Room II, 3/F, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 28 September 2007 at 4:00 p.m. is set out on pages 22 to 25 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk) and the Company (www.namhingholdings.com).

If you are not able to attend the annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Share Registrar of the Company in Hong Kong, Tengis Limited, at 26/F, 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 the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

31 July 2007

* for identification purposes only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Buyback and Issuance Mandates. . . . . . . . . . . . . . . . .	4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Annual General Meeting and Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	– Explanatory Statement on the Buyback Mandate . . . . . . . . . . . . . . . . .	7
Appendix II	– Procedure by which the Shareholders may demand a poll
	at a general meeting pursuant to the Current Bye-laws. . . . . . . . . .	12
Appendix III – Details of the Retiring Directors proposed to be re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		22

– i –

DEFINITIONS

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

“Annual General Meeting”	an annual general meeting of the Company to be held at Victoria
	Room II, 3/F, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway
	Bay, Hong Kong on Friday, 28 September 2007 at 4:00 p.m., to
	consider and, if appropriate, to approve the resolutions contained
	in the notice of the meeting which is set out on pages 22 to 25 of
	this circular, or any adjournment thereof;
“Board”	the board of Directors;
“Buyback Mandate”	as defined in paragraph 2(a) of the Letter from the Board;
“CG Code”	the Code on Corporate Governance Practices set out in Appendix
	14 to the Listing Rules;
“Company”	Nam Hing Holdings Limited, a company incorporated in Bermuda
	with limited liability, the shares of which are listed on the main
	board of the Stock Exchange;
“Current Bye-laws”	the current bye-laws of the Company with the latest amendments
	made on 15 September 2006;
“Director(s)”	the director(s) of the Company;
“Group”	the Company and its subsidiaries from time to time;
“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;
“Issuance Mandate”	as defined in paragraph 2(b) of the Letter from the Board;
“Latest Practicable Date”	27 July 2007, 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;

– 1 –

DEFINITIONS

“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong;
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the Company
	or if there has been a subsequent sub-division, consolidation,
	reclassification or reconstruction of the share capital of the
	Company, shares forming part of the ordinary equity share capital
	of the Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Hong Kong Codes on Takeovers and Mergers issued by the
	Securities and Futures Commission in Hong Kong.

– 2 –

LETTER FROM THE BOARD

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NAM HING HOLDINGS LIMITED 南興集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

Executive Directors: LAU Kwai (Chairman) LAU Chung Yim (Chief Executive Officer and Managing Director)

LAU Chung Hung LAU Hing Hai LAU May Wah KWOK Kwan Hung

Independent Non-executive Directors: CHANG Tso Tung, Stephen LEUNG Hon Ming Pravith VAEWHONGS

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal Place of Business: 27/F, Yuen Long Trade Centre 99-109 Castle Peak Road Yuen Long New Territories Hong Kong

31 July 2007

To the shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES OF THE COMPANY AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the nominal amount of the issued Shares repurchased by the Company under the Buyback Mandate; and (iv) the re-election of the retiring Directors.

• for identification purposes only

– 3 –

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 15 September 2006, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares respectively. Up to the Latest Practicable Date, such mandates have not been used and will lapse at the conclusion of the Annual General Meeting.

Ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors:

• (a) to purchase Shares on the Stock Exchange of an aggregate nominal amount of up to 10% of the total nominal amount of the issued share capital of the Company on the date of passing of such resolution (the “Buyback Mandate”);

• (b) to allot, issue or deal with new Shares of an aggregate nominal amount of up to 20% of the total nominal amount of the share capital of the Company in issue on the date of passing of such resolution (the “Issuance Mandate”); and

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

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolutions contained in items 4 and 5 of the notice of the Annual General Meeting as set out on pages 22 to 25 of this circular. With reference to the Buyback Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in the Appendix I to this circular.

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LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Bye-law 87 of the Current Bye-laws, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including Directors appointed for a specific term or holding office as the Chairman of the Board or the Managing Director of the Company) shall be subject to retirement by rotation at least once every three years or within such other period as the Stock Exchange may from time to time prescribe or within such other period as the law of such jurisdiction applicable to the Company may require. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last reelection or appointment. As between persons who became or were last re-elected Directors on the same day, the person(s) to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election by the Shareholders at the relevant annual general meeting.

Pursuant to Bye-law 86(2)(b) of the Current Bye-laws, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the first general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting provided that any Director who so retires shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation at such meeting pursuant to Bye-law 87.

According to Bye-law 87 of the Current Bye-laws, Mr LAU Chung Hung, Ms LAU May Wah and Mr KWOK Kwan Hung shall retire by rotation at the Annual General Meeting whereas according to Bye-law 86(2)(b) of the Current Bye-laws, Mr Pravith VAEWHONGS (appointed by the Board on 31 October 2006 as an addition to the existing Board) shall retire at the Annual General Meeting. All of the above four retiring Directors, being eligible, will offer themselves for re-election at the same meeting.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of Mr LAU Chung Hung, Ms LAU May Wah, Mr KWOK Kwan Hung and Mr Pravith VAEWHONGS are set out in Appendix III of this circular.

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LETTER FROM THE BOARD

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 22 to 25 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the nominal amount of Shares repurchased pursuant to the Buyback Mandate and the re-election of the retiring Directors.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkex.com.hk) and the Company (www.namhingholdings.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, at the Share Registrar of the Company in Hong Kong, Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

5. RECOMMENDATION

The Directors consider that the granting of the Buyback Mandate, the granting/extension of the Issuance Mandate and the re-election of the retiring Directors are in the best interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix I (Explanatory Statement on the Buyback Mandate), Appendix II (Procedure by which the Shareholders may demand a poll at a general meeting pursuant to the Current Bye-laws) and Appendix III (Details of the Retiring Directors proposed to be re-elected at the Annual General Meeting) to this circular.

Yours faithfully, By Order of the Board

LAU Kwai

Chairman of the Board

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Buyback Mandate.

1. REASONS FOR BUYBACK OF SHARES

The Directors believe that the granting of the Buyback Mandate is in the interests of the Company and the Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and 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.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 401,838,800 Shares.

Subject to the passing of the ordinary resolution set out in the item 4 of the notice of the Annual General Meeting in respect of the granting of the Buyback Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 401,838,800 Shares, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, an aggregate nominal amount of the Shares up to HK$4,018,388 (equivalent to 40,183,880 Shares), representing 10% of the aggregate nominal amount of the Shares in issue as at the date of the Annual General Meeting.

– 7 –

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-laws, the laws of Bermuda and/or any other applicable laws, as the case may be.

The Company is empowered by its Memorandum of Association and the Current Bye-laws to repurchase Shares. The laws of Bermuda provide that the amount of capital paid in connection with a share repurchase by a company may only be paid out of either the capital paid up on the relevant shares, or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for such purpose. The amount of premium payable on repurchase may only be paid out of the funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company before the shares are repurchased.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2007) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Buyback Mandate 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 which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

5. TAKEOVERS CODE

The shareholding structure of the Company (other than the shareholdings held by the public) as at the Latest Practicable Date and upon full exercise of the Buyback Mandate are set out below:

Directors (Note 1): Mr LAU Kwai Mr LAU Chung Yim (Note 2) Mr LAU Chung Hung (Note 2) Ms LAU May Wah_(Note 2) Mr LEUNG Hon Ming Shareholders: Woohei Inc.(Note 3) Dragon Power Inc.(Note 4) Inland Inc.(Note 5)_	As at the Latest Practicable Date Percentage of issued Number of share capital issued of the Shares held Company 1,500,000 0.37% 31,310,000 7.79% 16,000,000 3.98% 20,419,200 5.08% 150,000 0.04% 87,696,000 21.82% 42,078,400 10.47% 15,851,200 3.95% 215,004,800 53.50%	After full exercise of the Buyback Mandate (Note 6) Percentage of issued Number of share capital issued of the Shares held Company 1,500,000 0.41% 31,310,000 8.66% 16,000,000 4.42% 20,419,200 5.65% 150,000 0.04% 87,696,000 24.25% 42,078,400 11.64% 15,851,200 4.38% 215,004,800 59.45%	After full exercise of the Buyback Mandate (Note 6) Percentage of issued Number of share capital issued of the Shares held Company 1,500,000 0.41% 31,310,000 8.66% 16,000,000 4.42% 20,419,200 5.65% 150,000 0.04% 87,696,000 24.25% 42,078,400 11.64% 15,851,200 4.38% 215,004,800 59.45%
			59.45%

Note 1: The Shares were owned by the Directors personally.

Note 2: Son/daughter of Mr LAU Kwai.

Note 3: The Shares were held by Woohei Inc. as trustee of The Woohei Unit Trust, all the units (other than one unit which was beneficially owned by Mr LAU Kwai’s spouse) of which were beneficially owned by The Lau Kwai Trust, a discretionary trust the founder of which is Mr LAU Kwai and the beneficiaries of which include the spouse and issue of Mr LAU Kwai.

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

• Note 4: The Shares were held by Dragon Power Inc. as trustee of The Dragon Power Unit Trust, all the units (other than one unit which was beneficially owned by Mr LAU Chung Yim’s spouse) of which were beneficially owned by The Jopat Trust, a discretionary trust the founder of which is Mr LAU Kwai and the beneficiaries of which include Mr LAU Chung Yim (Note 2) , his spouse and issue.

• Note 5: The Shares were held by Inland Inc. as trustee of The Inland Unit Trust, all the units (other than one unit which was beneficially owned by Mr LAU Hing Hai’s spouse) of which were beneficially owned by The Hingka Trust, a discretionary trust the founder of which is Mr LAU Kwai and the beneficiaries of which include Mr LAU Hing Hai (Note 2) , his spouse and issue.

• Note 6: Presuming that besides the full exercise of the Buyback Mandate, there are no other changes in the issued share capital of the Company and presuming that the Shares are not purchased from any of the Directors and Shareholders set out in the above table.

The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Buyback Mandate. In addition, the Directors consider that the full exercise of the Buyback Mandate will not lead to the percentage of the Company’s public float falling below 25% of the Company’s total issued share capital.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Buyback Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the following previous months were as follows:

Month	Highest	Lowest
	HK$	HK$
2006
July	0.197	0.150
August	0.170	0.141
September	0.161	0.148
October	0.170	0.149
November	0.186	0.152
December	0.190	0.158
2007
January	0.182	0.158
February	0.220	0.168
March	0.238	0.172
April	0.255	0.205
May	0.295	0.230
June	0.420	0.250
July (up to the Latest Practicable Date)	0.400	0.295

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous six months (whether on the Stock Exchange or otherwise).

– 11 –

APPENDIX II PROCEDURE BY WHICH THE SHAREHOLDERS MAY DEMAND A POLL AT A GENERAL MEETING PURSUANT TO THE CURRENT BYE-LAWS

The following paragraphs set out the procedure by which the Shareholders may demand a poll at a general meeting of the Company (including the Annual General Meeting) pursuant to the Current Bye-laws.

According to Bye-law 66(1) of the Current Bye-laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (a) the chairman of such meeting; or

• (b) at least three Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) a Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) a Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

In addition, in compliance with the Listing Rules, any vote of shareholders at a general meeting will be taken on a poll where:

• (i) the chairman of the general meeting and/or the directors individually or collectively hold proxies in respect of shares representing 5% or more of the total voting rights at the general meeting, and the meeting votes, on a show of hands, in the opposite manner to that instructed in those proxies unless it is apparent from the total proxies held that a vote taken on a poll will not reverse the vote taken on a show of hands;

• (ii) the meeting is to approve connected transactions;

• (iii) the meeting is to approve transactions that are subject to independent shareholders’ approval pursuant to the Listing Rules;

• (iv) the meeting is to approve granting of options to a substantial shareholder or an independent non-executive director of the issuer, or any of their respective associates, as required under the Listing Rules; or

• (v) the meeting is to approve any other transactions in which a shareholder has a material interest and is therefore required to abstain from voting at the general meeting.

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APPENDIX III DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the details of the Directors who will retire at the Annual General Meeting according to the Current Bye-laws and will be proposed to be re-elected at the said meeting are provided below.

(1) Mr LAU Chung Hung

Position and Experience

Mr LAU Chung Hung (“Mr LAU”), aged 54, is an executive Director of the Company. He is also a director of various subsidiaries of the Company. He is responsible for business development of the Group. He holds a master’s degree in business administration from the University of East Asia, Macau, a post-graduate diploma in corporate administration from City University of Hong Kong and a diploma in business administration from Hong Kong Shue Yan University. Mr LAU is an associate member of The Hong Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators. He joined the Group in 1977 and has over 30 years’ experience in the trading of laminates and printed circuit boards.

Mr LAU has not held any other directorships in listed public companies in the last three years.

Length of service

Mr LAU entered into a service agreement with the Company, pursuant to which his term of office is fixed for an initial period of 3 years commencing from 1 January 2006. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Bye-laws. The provisions of the Current Bye-laws in respect of directors’ retirement by rotation and re-election have been set out in paragraph 3 of the Letter from the Board in this circular.

Relationships

Mr LAU is a son of Mr LAU Kwai (chairman of the Board and a deemed substantial Shareholder), a brother of Mr LAU Chung Yim, Mr LAU Hing Hai and Ms LAU May Wah (all of whom are executive Directors and deemed substantial Shareholders) and a brother of Mr LAU Chung Pun, Daniel (senior management of the Company). Save as disclosed above and disclosed in the section headed “Interests in Shares” below, Mr LAU does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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APPENDIX III DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr LAU had the following interests in the Shares:

• (1) He was personally holding 16,000,000 Shares, representing 3.98% of the issued share capital of the Company.

• (2) He was deemed to be interested in 87,696,000 Shares, representing 21.82% of the issued share capital of the Company. Such Shares were held by Woohei Inc. as trustee of The Woohei Unit Trust, all the units (other than one unit which was beneficially owned by the spouse of Mr LAU Kwai) of which were beneficially owned by The Lau Kwai Trust, a discretionary trust the founder of which is Mr LAU Kwai and the beneficiaries of which include Mr LAU.

Save as disclosed above, Mr LAU was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr LAU’s emoluments are set out below:

• (a) He is entitled to receive a monthly salary and allowance of HK$62,000 (including any sum receivable by him as director’s fees from any company in the Group) provided that if his appointment is terminated prior to the end of a calendar month, he shall only be entitled to a proportionate part of such salary and allowance in respect of the period of service during the relevant month up to the date of termination. Such salary and allowance shall be adjusted annually at a rate which is commensurate with the Group’s general annual increment for its employees as the Board may approve (and in any event shall not exceed 15%) provided that Mr LAU shall abstain from voting and not be counted in the quorum in respect of the resolution regarding the adjustment of his salary.

• (b) He is entitled to receive an annual management bonus of a sum to be determined by the Board at its absolute discretion having regard to the operating results of the Group and his performance. The amount payable to him shall be decided by a majority in number of the members of the Board provided that he shall abstain from voting and not be counted in the quorum in respect of the resolution regarding the amount so payable to himself.

– 14 –

APPENDIX III DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

• (c) He and his spouse and children shall be entitled to the benefits of the medical or pension scheme as may be maintained by the Group from time to time.

• (d) He is also entitled to participate in the share option scheme of the Company.

The above emoluments of Mr LAU are determined by the Board by reference to his years of service, performance and experience.

Information that need to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is/was Mr LAU involved in any of the matters required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr LAU that need to be brought to the attention of the Shareholders.

(2) Ms LAU May Wah

Position and Experience

Ms LAU May Wah (“Ms LAU”), aged 60, is an executive Director of the Company. She is also a director of various subsidiaries of the Company. She is the general manager of Nam Hing Circuit Board (Dongguan) Co., Limited and responsible for the printed circuit board operation of the Group. She joined the Group in 1977 and has over 30 years’ experience in the printed circuit board industry.

Ms LAU has not held any other directorships in listed public companies in the last three years.

Length of service

Ms LAU entered into a service agreement with the Company, pursuant to which her term of office is fixed for an initial period of 3 years commencing from 1 January 2006. She is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Bye-laws. The provisions of the Current Bye-laws in respect of directors’ retirement by rotation and re-election have been set out in paragraph 3 of the Letter from the Board in this circular.

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APPENDIX III DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Relationships

Ms LAU is a daughter of Mr LAU Kwai (chairman of the Board and a deemed substantial Shareholder), a sister of Mr LAU Chung Yim, Mr LAU Chung Hung and Mr LAU Hing Hai (all of whom are executive Directors and deemed substantial Shareholders) and a sister of Mr LAU Chung Pun, Daniel (senior management of the Company). Save as disclosed above and disclosed in the section headed “Interests in Shares” below, Ms LAU does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms LAU had the following interests in the Shares:

• (1) She was personally holding 20,419,200 Shares, representing 5.08% of the issued share capital of the Company.

• (2) She was deemed to be interested in 87,696,000 Shares, representing 21.82% of the issued share capital of the Company. Such Shares were held by Woohei Inc. as trustee of The Woohei Unit Trust, all the units (other than one unit which was beneficially owned by the spouse of Mr LAU Kwai) of which were beneficially owned by The Lau Kwai Trust, a discretionary trust the beneficiaries of which include Ms LAU.

Save as disclosed above, Ms LAU was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

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APPENDIX III DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Director’s emoluments

Ms LAU’s emoluments are set out below:

• (a) She is entitled to receive salary and allowance of HK$52,000 per month (including any sum receivable by her as director’s fees from any company in the Group) provided that if her appointment is terminated prior to the end of a calendar month, she shall only be entitled to a proportionate part of such salary and allowance in respect of the period of service during the relevant month up to the date of termination. Such salary and allowance shall be adjusted annually at a rate which is commensurate with the Group’s general annual increment for its employees as the Board may approve (and in any event shall not exceed 15%) provided that Ms LAU shall abstain from voting and not be counted in the quorum in respect of the resolution regarding the adjustment of her salary.

• (b) She is entitled to receive an annual management bonus of a sum to be determined by the Board at its absolute discretion having regard to the operating results of the Group and her performance. The amount payable to her shall be decided by a majority in number of the members of the Board provided that she shall abstain from voting and not be counted in the quorum in respect of the resolution regarding the amount so payable to herself.

• (c) Ms LAU and her spouse and children shall be entitled to the benefits of the medical or pension scheme as may be maintained by the Group from time to time. All tax imposed on Ms LAU in relation to her performance of duty for the Group shall be reimbursed by the Company. The Company shall pay all reasonable expenses in relation to her dwelling.

• (d) She is also entitled to participate in the share option scheme of the Company.

The above emoluments of Ms LAU are determined by the Board by reference to her years of service, performance, experience, time commitment and responsibilities.

Information that need to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is/was Ms LAU involved in any of the matters required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Ms LAU that need to be brought to the attention of the Shareholders.

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APPENDIX III DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(3) Mr KWOK Kwan Hung

Position and Experience

Mr KWOK Kwan Hung (“Mr KWOK”), aged 41, was appointed as an independent non-executive Director of the Company in September 2004 and has been re-designated as an executive Director of the Company since 1 August 2006. Mr KWOK also acts as the qualified accountant and company secretary of the Company. He is a fellow member of both The Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants. He is a qualified accountant with a bachelor’s degree in Economics from the University of London. Mr KWOK has previously served for two investment banking groups and one of the “big four” international accounting firms in Hong Kong. He has over 18 years of experience in auditing, financial management and corporate finance. Currently, Mr KWOK is an independent non-executive director of Galileo Capital Group Limited ( a company listed on the Growth Enterprise Market of the Stock Exchange with the stock code 8029).

Save as disclosed above, Mr KWOK has not held any other directorships in listed public companies in the last three years.

Length of service

Mr KWOK entered into a service agreement with the Company, pursuant to which his term of office is fixed for an initial period of 1 year commencing from 1 August 2006. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Bye-laws. The provisions of the Current Bye-laws in respect of directors’ retirement by rotation and re-election have been set out in paragraph 3 of the Letter from the Board in this circular.

Relationships

As far as the Directors are aware, Mr KWOK does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr KWOK was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

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APPENDIX III DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Director’s emoluments

Mr KWOK’s emoluments are set out below:

• (a) The remuneration covered by his service agreement for the year ended 31 July 2007 is HK$420,000 in aggregate (including the fees for his acting as the qualified accountant, company secretary and other positions in the Group). Such remuneration shall be adjusted at the discretion of the Board provided that Mr KWOK shall abstain from voting and not be counted in the quorum in respect of the resolution regarding the adjustment of his remuneration.

• (b) He is entitled to receive an annual management bonus of a sum to be determined by the Board at its absolute discretion having regard to the operating results of the Group and his performance. The amount payable to him shall be decided by a majority in number of the members of the Board provided that he shall abstain from voting and not be counted in the quorum in respect of the resolution regarding the amount so payable to himself.

• (c) He is also entitled to participate in the share option scheme of the Company.

The above emoluments are determined by the Board by reference to his experience, time commitment and responsibilities as well as the Company’s performance.

Information that need to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is/was Mr KWOK involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr KWOK that need to be brought to the attention of the Shareholders.

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APPENDIX III DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(4) Pravith VAEWHONGS

Position and Experience

Mr Pravith VAEWHONGS (“Mr VAEWHONGS”), aged 61, was appointed as an independent non-executive Director of the Company on 31 October 2006. He is also a member of the Audit Committee of the Company. He holds a bachelor’s degree in Chemistry from Chiang Mai University, Thailand and a master’s degree in Chemical Engineering from the University of Massachusetts at Lowell, United States of America. He gained professional experience in design, construction and operation of Natural Gas Processing plant owned by Petroleum Authority of Thailand (“PTT”) and then, of High Density Polyethylene (“HDPE”) plant owned by Bangkok Polyethylene Public Company Limited (“BPE”). During his employment in BPE, as a plant manager he took responsibility of plant management for cost control and revenue. After retirement at the age of 55, he continued his service in BPE as a Corporate Advisor and was responsible for HDPE products development for domestic and export marketing. Until 2006, he was transferred to be a Corporate Advisor to PTT Chemical Public Company Limited, a company listed on the Stock Exchange of Thailand.

Mr VAEWHONGS has not held other directorships in listed public companies in the last three years.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr VAEWHONGS, he has been appointed for a term of 1 year commencing on 31 October 2006. He is also subject to retirement and re-election at the general meeting of the Company in accordance with the Current Bye-laws. The provisions of the Current Bye-laws in respect of such directors’ retirement and re-election have been set out in paragraph 3 of the Letter from the Board in this circular.

Relationships

As far as the Directors are aware, Mr VAEWHONGS does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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APPENDIX III DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr VAEWHONGS was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the letter of appointment, Mr VAEWHONGS is entitled to receive an annual director’s fee of HK$150,000. Except the share option scheme of the Company, Mr VAEWHONGS is not eligible to participate in any bonus schemes or other benefits of the kind available to executive Directors. The above emoluments of Mr VAEWHONGS are determined by the Board with reference to his qualifications and experience, time commitment and responsibilities and the prevailing market conditions.

Information that need to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is/was Mr VAEWHONGS involved in any of the matters required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr VAEWHONGS that need to be brought to the attention of the Shareholders.

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NOTICE OF THE ANNUAL GENERAL MEETING

==> picture [55 x 55] intentionally omitted <==

NAM HING HOLDINGS LIMITED 南興集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Nam Hing Holdings Limited (the “Company”) will be held at Victoria Room II, 3/F, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 28 September 2007 at 4:00 p.m. for the following purposes:–

1. To receive the audited consolidated financial statements of the Company and the reports of the Directors and Auditors for the year ended 31 March 2007;

2. To re-elect Directors, to fix the maximum number of Directors, to authorize the Board of Directors to fill casual vacancy or to appoint additional Directors not exceeding the maximum number fixed and to authorize the Board of Directors to fix the respective Directors’ remuneration;

3. To appoint Auditors and to authorize the Board of Directors to fix their remuneration;

4. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

• (b) the total nominal amount of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of passing of this resolution and the said approval shall be limited accordingly; and

* for identification purposes only

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NOTICE OF THE ANNUAL GENERAL MEETING

• (c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

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

  • (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meeting; and

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held.”;

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

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

• (i) a Rights Issue (as defined below);

• (ii) the exercise of options under a share option scheme of the Company; and

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NOTICE OF THE ANNUAL GENERAL MEETING

• (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company,

shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company on the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

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

• (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company 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 such exclusions 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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”; and

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NOTICE OF THE ANNUAL GENERAL MEETING

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate nominal amount of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of shares purchased by the Company pursuant to the mandate referred to in the resolution set out in item 4 of the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution.”.

By order of the Board LAU Kwai

Chairman of the Board

Hong Kong, 31 July 2007

Notes:

Any Member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a Member of the Company. A Member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

To be effective, a 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 Share Registrar of the Company in Hong Kong, Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a Member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

The register of members of the Company will be closed from Monday, 24 September 2007 to Friday, 28 September 2007, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the above meeting, unregistered holders of shares of the Company should ensure that all transfers of shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Share Registrar of the Company in Hong Kong, Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Friday, 21 September 2007.

1. In relation to the ordinary resolutions set out in items 4, 5 and 6 of the above notice, the Directors wish to state that they have no immediate plan to issue any new shares or repurchase any existing shares of the Company.

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