Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2010

Dec 23, 2010

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, makes no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of the shareholders of Nam Hing Holdings Limited (the “ Company ”) will be held at 27/F., Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong on Tuesday, 11 January 2011 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT

   • (a) the agreement (the “ Agreement ”) (a copy of which has been produced to the SGM marked “A” and signed by the chairman of the SGM for the purpose of identification) dated 28 June 2010, as supplemented by two supplemental agreements respectively dated 30 September 2010 and 21 December 2010, and entered into between Nam Hing (B.V.I.) Limited as vendor, Nature Ample Limited as purchaser and Mr. Lau Chung Yim as the guarantor in relation to the sale and purchase of (a) 10 issued shares of US$1.00 each (the “ Cosmo Sale Shares ”) of Cosmo Terrace Corporation (“ Cosmo ”) (together with its subsidiaries as the “ Cosmo Group ”), being the entire issued share capital of Cosmo; (b) 10,000 issued shares of US$1.00 each (the “ Fittingco Sale Shares ”) of Fittingco Inc. (“ Fittingco ”) (together with its subsidiaries as the “ Fittingco Group ”), being the entire issued share capital of Fittingco; (c) two issued shares of HK$10.00 each (the “ Majestic Sale Shares ”) of Majestic Mountain Limited (“ Majestic ”) (together with its subsidiaries as the “ Majestic Group ”), being the entire issued share capital of Majestic; (d) 10 issued shares of US$1.00 each (the “ Ottawa Sale Shares ”) of Ottawa Enterprises Limited (“ Ottawa ”) (together with its subsidiaries as the “ Ottawa Group ”) (the Cosmo Group, the Fittingco Group, the Majestic Group and the Ottawa Group, collectively, the “ Disposed Group ”); and (e) the all obligations, liabilities and debts (the “ Sale Loans ”) owing or incurred by Disposed Group to the Company and its subsidiaries (collectively the “ Group ”) (excluding the Disposed Group) as at the completion of the Disposal for a consideration of HK$28,000,000 in cash (the “ Disposal ”) and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

• For identification purposes only

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• (b) the continued provision of the financial assistance by the Company to Bangkok Industrial Laminate Limited (“ BIL ”) by way of a corporate guarantee executed by the Company on 11 February 2004 in favour of Bangkok Bank Public Company Limited in respect of borrowings of BIL up to a maximum principal amount of Thai Baht 70,000,000 after the completion of the Disposal be and are hereby approved, confirmed and ratified;

• (c) the continued provision of the financial assistance by the Group to the Disposed Group by way of a loans advances up to a maximum amount of HK$25,000,000 after the completion of the Disposal be and are hereby approved, confirmed and ratified;

• (d) master supply agreement (the “ Master Supply Agreement ”) dated 28 June 2010, as supplemented by two supplemental agreements respectively date 30 September 2010 and 21 December 2010, and entered into between Zhongshan Chung Yuen Electric Applied Materials Company Limited (“ Zhongshan CY ”) as supplier and Nam Hing Circuit Board Company Limited (“ Nam Hing HK ”) and Nam Hing Circuit Board (Dongguan) Co., Ltd. (“ Nam Hing DG ”) as purchaser in relation to the supply and purchase of industrial laminates for a term up to 31 March 2012 commencing from the completion of the Disposal and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (e) the annual cap of HK$4,000,000 and HK$15,000,000 for the purchase of industrial laminates by Nam Hing HK and Nam Hing DG from Zhongshan CY pursuant to the Master Supply Agreement respectively for the period commencing from the completion of the Disposal to 31 March 2011 and for the year ending 31 March 2012 be and are hereby approved, confirmed and ratified;

• (f) any one or more of the directors (the “ Directors ”) of the Company be and is/are hereby authorised to take all steps he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Agreement, the Master Supply Agreement and the transactions contemplated thereunder.”

By order of the Board

Nam Hing Holdings Limited Lau Chung Yim

Chairman

Hong Kong, 24 December 2010

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Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street 27th Floor, Yuen Long Trade Centre, Hamilton HM 11 99-109 Castle Peak Road, Bermuda Yuen Long, New Territories, Hong Kong

Notes:

1. Any shareholder of the Company (the “Shareholder(s)”) entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder.

2. The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.

4. Where there are joint Shareholders any one of such joint Shareholder may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of shareholders of the Company in respect of the joint holding.

5. The form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at 26/ F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof at which the person named in the form of proxy proposes to vote or, in the case of a poll taken subsequently to the date of the SGM or any adjournment thereof, not less than 24 hours before the time appointed for the taking of the poll and in default the form of proxy shall not be treated as valid.

As at the date of this notice, the Board comprises six executive directors, namely Mr. Lau Chung Yim, Ms. Lau May Wah, Ms. Deng Hong Mei, Ms. Chan Ching Ho, Kitty, Mr. Xiang Liang and Ms. Chen Tong; and five independent non-executive directors, namely Mr. Pravith Vaewhongs, Mr. Yau Kwan Shan, Mr. Tse Yuk Kong , Mr. Lam Kwun Fu and Ms. Zhou Jue.

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