Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2010

Oct 14, 2010

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.

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.

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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 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 Tin Hau and Lau Sin Room, L’hotel Causeway Bay Harbour View Hong Kong, 18 King’s Road, Causeway Bay, Hong Kong on Friday, 19 November 2010 at 3:00 p.m. is set out on pages 22 to 26 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.namhingholdings.com).

Whether or not you are 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 Branch Share Registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, 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.

15 October 2010

• 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	– Explanatory Statement on the Buyback Mandate. . . . . . . . . . . . . . . .	8
Appendix II	– Details of the Retiring Directors Proposed to
	be Re-elected at the Annual General Meeting. . . . . . . . . . . . . . . . .	12
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 Tin Hau and Lau Sin Room, L’hotel Causeway Bay Harbour View Hong Kong, 18 King’s Road, Causeway Bay, Hong Kong on Friday, 19 November 2010 at 3:00 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 26 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;
“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 bye-laws of the Company currently in force;
“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”	11 October 2010, 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;
“SFO”	Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong;

– 1 –

DEFINITIONS

“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 Code on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong; “%” per cent.

– 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:

Mr. Lau Chung Yim (Chairman, Chief Executive Officer and Managing Director) Ms. Lau May Wah Ms. Deng Hong Mei Ms. Chan Ching Ho, Kitty Mr. Xiang Liang

Independent Non-executive Directors: Mr. Pravith Vaewhongs Mr. Yau Kwan Shan Mr. Tse Yuk Kong

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

15 October 2010

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES 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 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 30 September 2009, the Shareholders approved, among other things, the granting of general mandates to the Directors to (i) allot, issue and deal with not more than 83,687,760 Shares, being 20% of the total issued share capital of the Company as at 30 September 2009 (the “2009 Issuance Mandate”), and (ii) repurchase the Company’s own Shares not exceeding 10% of the issued share capital of the Company as at 30 September 2009 (the “2009 Buyback Mandate”) in accordance with the Listing Rules. The 2009 Issuance Mandate was subsequently utilized, to a great extent, by the Company through its placing of a total of 83,685,000 new Shares on 30 December 2009 (details of such placing were set out in the Company’s announcement dated 17 December 2009).

At the special general meeting of the Company held on 28 May 2010, the independent Shareholders approved, among other things, the granting of a new general mandate to the Directors to allot, issue and deal with not more than 100,544,760 Shares, being 20% of the total issued share capital of the Company as at 28 May 2010 (the “Refreshed Issuance Mandate”). 100,500,000 new Shares were placed and allotted by the Company on 7 June 2010 under the Refreshed Issuance Mandate (details of such placing were set out in the Company’s announcement dated 31 May 2010). The Refreshed Issuance Mandate, to the extent not utilized, and the 2009 Buyback Mandate, which has not been utilized, were lapsed on 30 September 2010.

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 not exceeding 10% of the total nominal amount of the issued share capital of the Company as at the date of passing of such resolution (i.e. an aggregate nominal amount of Shares not exceeding HK$6,032,238 (equivalent to 60,322,380 Shares) on the basis that the issued share capital of the Company remains unchanged as at the date of the Annual General Meeting) (the “Buyback Mandate”);

• (b) to allot, issue and deal with Shares of an aggregate nominal amount not exceeding 20% of the total nominal amount of the issued share capital of the Company as at the date of passing of such resolution (i.e. an aggregate nominal amount of Shares not exceeding HK$12,064,476 (equivalent to 120,644,760 Shares) on the basis that the issued share capital of the Company remains unchanged as at the date of the Annual General Meeting) (the “Issuance Mandate”); and

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

– 4 –

LETTER FROM THE BOARD

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 12 and 13 of the notice of the Annual General Meeting as set out on pages 22 to 26 of this circular.

In accordance with the requirements of the Listing Rules, the Company is required to send to 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 Appendix I to this circular.

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 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/herself 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 re-election 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 Shareholders at the relevant annual general meeting.

Pursuant to Bye-law 86(2)(b) of the Current Bye-laws, the Directors 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/her 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.

– 5 –

LETTER FROM THE BOARD

According to the above provisions in the Current Bye-laws and the agreement among the Board members, Mr. Lau Chung Yim, Ms. Deng Hong Mei, Ms. Chan Ching Ho, Kitty, Mr. Xiang Liang, Mr. Pravith Vaewhongs and Mr. Tse Yuk Kong shall retire at the Annual General Meeting. All of the above six retiring Directors, being eligible, will offer themselves for re-election at the Annual General 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 reelected 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 the above six retiring Directors are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 22 to 26 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 reelection of the retiring Directors.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the Annual General Meeting. An announcement on the poll vote results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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.hkexnews.hk) and the Company (www.namhingholdings.com). Whether or not you are able to attend the Annual General Meeting, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, 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, to the Branch Share Registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, 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 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 and in such event, your proxy form shall be deemed to be revoked.

– 6 –

LETTER FROM THE BOARD

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 Appendix I (Explanatory Statement on the Buyback Mandate) and Appendix II (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 Chung Yim Chairman of the Board

– 7 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to 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 603,223,800 Shares.

Subject to the passing of the ordinary resolution set out in item 12 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 603,223,800 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 Shares up to HK$6,032,238 (equivalent to 60,322,380 Shares), representing 10% of the aggregate nominal amount of Shares in issue as at the date of the Annual General Meeting.

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

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 the capital paid up on the relevant shares, or 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.

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 2010) 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 befitting the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Buyback Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

– 9 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

As at the Latest Practicable Date, Mr. Chen Zhong was interested in 110,000,000 Shares, representing approximately 18.24% of the total issued share capital of the Company. On the basis that (i) the issued share capital of the Company (being 603,223,800 Shares) remains unchanged as at the date of the Annual General Meeting and (ii) the shareholding of Mr. Chen Zhong in the Company (being 110,000,000 Shares) remains unchanged immediately after the full exercise of the Buyback Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the Annual General Meeting, the shareholding interest of Mr. Chen Zhong in the issued Shares would be increased to approximately 20.26% of the total issued share capital of the Company. As far as the Directors are aware, no Shareholder, other than Mr. Chen Zhong, holds 10% or more in the issued Shares as at the Latest Practicable Date.

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.

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.

– 10 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

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 months were as follows:

Month	Highest	Lowest
	HK$	HK$
2009
October	0.950	0.510
November	0.980	0.750
December	0.860	0.600
2010
January	0.840	0.550
February	0.750	0.610
March	0.810	0.610
April	0.690	0.580
May	0.500	0.270
June	0.405	0.260
July	0.380	0.265
August#	–	–
September#	–	–
October (up to the Latest Practicable Date)	0.300	0.238

No trading of Shares on the Stock Exchange was recorded in this month.

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 –

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

APPENDIX II

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the Annual General Meeting, are provided below.

(1) MR. LAU CHUNG YIM

Position and Experience

Mr. Lau Chung Yim, aged 60, is the Chairman, the Managing Director, the Chief Executive Officer of the Group, an executive Director and the Chairman of both the Remuneration Committee and the Executive Committee of the Company. He is also a director of certain subsidiaries of the Company. Mr. Lau is responsible for overseeing the strategic direction, corporate planning and overall operation of the Group. He holds a bachelor’s degree in mechanical engineering from the University of Massachusetts at Lowell, the United States of America and is a registered professional engineer in the province of Ontario, Canada. He joined the Group in 1977 and has over 30 years’ experience in the production of laminates and printed circuit boards.

Mr. Lau has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. Lau entered into a service agreement with the Company, pursuant to which his current term of office is 1 year from 1 January 2010. Mr. Lau’s appointment 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 section 3 of the Letter from the Board in this circular.

Relationships

Mr. Lau is a young brother of Ms. Lau May Wah (an executive Director) and the elder brother of Mr. Lau Chung Pun, Daniel (Assistant General Manager of the Company’s subsidiary). Save as disclosed above, 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.

– 12 –

APPENDIX II

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 held beneficially 546,000 Shares, representing approximately 0.09% of the issued share capital of the Company. 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 major emoluments are set out below:

• (a) He is entitled to receive an annual salary of HK$510,000 (including any sum receivable by him as director’s fees from any company in the Group), which 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.

• (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. All tax imposed on Mr. Lau in relation to his performance of duty for the Group shall be reimbursed by the Company.

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

The above emoluments of Mr. Lau are recommended by the Remuneration Committee of the Company and approved by the Board with reference to the Company’s performance and Mr. Lau’s years of service, performance and experience, time commitment and responsibilities in the Company.

– 13 –

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

APPENDIX II

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information 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. DENG HONG MEI

Position and Experience

Ms. Deng Hong Mei, aged 39, is an executive Director and a member of the Executive Committee of the Company. She joined the Group in November 2009. Ms. Deng has served as a project manager in a private company in Hong Kong for about 9 years and has extensive experience in the field of business and project management.

Ms. Deng has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Ms. Deng entered into a service agreement with the Company, pursuant to which her current term of office is 1 year from 1 November 2009. Ms. Deng’s appointment is also subject to retirement 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 and re-election have been set out in section 3 of the Letter from the Board in this circular.

Relationships

As far as the Directors are aware, Ms. Deng does not have any relationships with 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. Deng 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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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Director’s emoluments

• Ms. Deng’s major emoluments are set out below:

• (a) She is entitled to receive an annual salary of HK$180,000 (including any sum receivable by her as director’s fees from any company in the Group), which 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. Deng shall abstain from voting and not be counted in the quorum in respect of the resolution regarding the adjustment of her salary.

• (b) She 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. Deng 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 including but not limited to the management fee, rates and insurance premium of insurance policy related to the dwelling.

• (c) She is entitled to receive an annual management bonus of a sum equal to onemonth salary as mentioned above.

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

The above emoluments of Ms. Deng are recommended by the Remuneration Committee of the Company and approved by the Board with reference to her experience and duties and responsibilities with the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information 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. Deng that need to be brought to the attention of the Shareholders.

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

APPENDIX II

(3) MS. CHAN CHING HO, KITTY

Position and Experience

Ms. Chan Ching Ho, Kitty, aged 54, is an executive Director and a member of the Executive Committee of the Company. She joined the Group in March 2010. Ms. Chan holds (i) a certificate in real estate agency practice from School of Professional and Continuing Education, the University of Hong Kong; (ii) a professional diploma in estate and facilities management from the Hong Kong Productivity Council; and (iii) a certificate course for management and instructors in security and property management from Hong Kong Collage of Technology. Prior to joining the Board, Ms. Chan has around 30 years experience in sales and marketing and property management in Hong Kong.

Ms. Chan has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing letter of appointment issued by the Company to Ms. Chan, she is not appointed for any fixed term but is subject to retirement 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 and re-election have been set out in section 3 of the Letter from the Board in this circular.

Relationships

As far as the Directors are aware, Ms. Chan does not have any relationships with 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. Chan 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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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Director’s emoluments

Ms. Chan is entitled to receive an annual director’s fee of HK$195,000 (after tax), which is determined by reference to her duties and responsibilities with the Company and the prevailing market conditions. Ms. Chan is eligible to participate in the Company’s share option scheme.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information 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. Chan that need to be brought to the attention of the Shareholders.

(4) MR. XIANG LIANG

Position and Experience

Mr. Xiang Liang, aged 41, is an executive Director and a member of the Executive Committee of the Company. He jointed the Group in March 2010. Mr. Xiang holds a degree in accounting and finance from Shanghai TV University and is a banker of Hongkou Qu, Shanghai Branch, China Construction Bank for more than 20 years.

Mr. Xiang has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. Xiang, he is not appointed for any fixed term but is subject to retirement 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 and re-election have been set out in section 3 of the Letter from the Board in this circular.

Relationships

As far as the Directors are aware, Mr. Xiang does not have any relationships with 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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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Xiang 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. Xiang is entitled to receive an annual director’s fee of HK$195,000 (after tax), which is determined by reference to his duties and responsibilities with the Company and the prevailing market conditions. Mr. Xiang is eligible to participate in the Company’s share option scheme.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information 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. Xiang that need to be brought to the attention of the Shareholders.

(5) MR. PRAVITH VAEWHONGS

Position and Experience

Mr. Pravith Vaewhongs, aged 64, is an independent non-executive Director and a member of both the Audit Committee and the Remuneration Committee of the Company. He joined the Group in October 2006. He holds a bachelor’s degree in chemistry from Chiang Mai University, Thailand and a master’s degree in chemical engineering from University of Massachusetts at Lowell, the United States of America. Mr. Vaewhongs 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 in 2001 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, which is a fully integrated petrochemical manufacturer with the output of 1.5 million tons per year, the Thailand largest producer of Olefins and its derivative downstream products.

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APPENDIX II

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

Mr. Vaewhongs has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing letter of appointment issued by the Company to Mr. Vaewhongs, his current term of office is 1 year from 31 October 2009. He is also subject to retirement by rotation and re-election at 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 section 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 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. 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

Mr. Vaewhongs is entitled to receive an annual Director’s fee of HK$96,000. Except for the Company’s existing share option scheme, 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 recommended by the Remuneration Committee of the Company and approved by the Board with reference to his qualification, experience and role and duties in the Company.

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APPENDIX II

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

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information 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.

(6) MR. TSE YUK KONG

Position and Experience

Mr. Tse Yuk Kong, aged 54, is an independent non-executive Director and a member of both the audit committee and the remuneration committee of the Company. He joined the Group in February 2010. Mr. Tse is an experienced TV production professional, expert in image building, product positioning and related production. Starting from 1984, he had worked for the Art Department of Television Broadcasts Limited, followed by the Art Department of Asia Television Limited (“ATV”). He then worked as ATV Production Service Assistant Controller from year 2002 to 2007, managing various aspects of ATV Production Services. Currently, Mr. Tse is the managing director of Wealthy Port Holdings Limited, which is engaged in properties investment in Hong Kong and Mainland China. Mr. Tse is currently an independent non-executive director of Asia Resources Holdings Limited (a company listed on the Main Board of the Stock Exchange; stock code: 899). He was also an independent non-executive director of Karce International Holdings Company Limited (a company listed on the Main Board of the Stock Exchange; stock code: 1159) from 2 March 2009 to 27 April 2009.

Save as disclosed above, Mr. Tse has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing letter of appointment issued by the Company to Mr. Tse, his current term of office is 2 years from 18 February 2010. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Current Byelaws. The provisions of the Current Bye-laws in respect of Directors’ retirement and reelection have been set out in section 3 of the Letter from the Board in this circular.

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

APPENDIX II

Relationships

As far as the Directors are aware, Mr. Tse does not have any relationships with 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. Tse 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. Tse is entitled to receive an annual Director’s fee of HK$96,000. Except for the Company’s existing share option scheme, Mr. Tse is not eligible to participate in any bonus schemes or other benefits of the kind available to executive Directors. The above emoluments of Mr. Tse are recommended by the Remuneration Committee of the Company and approved by the Board with reference to his experience and role and duties in the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information 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. Tse that need to be brought to the attention of the Shareholders.

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NOTICE OF THE ANNUAL GENERAL MEETING

==> picture [54 x 54] 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 Tin Hau and Lau Sin Room, L’hotel Causeway Bay Harbour View Hong Kong, 18 King’s Road, Causeway Bay, Hong Kong on Friday, 19 November 2010 at 3:00 p.m. for the following purposes:

AS ORDINARY BUSINESS

1. To consider and receive the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended 31 March 2010;

2. To re-elect Mr. Lau Chung Yim as an executive director of the Company;

3. To re-elect Ms. Deng Hong Mei as an executive director of the Company;

4. To re-elect Ms. Chan Ching Ho, Kitty as an executive director of the Company;

5. To re-elect Mr. Xiang Liang as an executive director of the Company;

6. To re-elect Mr. Pravith Vaewhongs as an independent non-executive director of the Company;

7. To re-elect Mr. Tse Yuk Kong as an independent non-executive director of the Company;

8. To fix the maximum number of directors;

• For identification purposes only

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NOTICE OF THE ANNUAL GENERAL MEETING

1. To authorize the board of directors to fill casual vacancy or to appoint additional directors not exceeding the maximum number determined;

2. To authorize the board of directors to fix the respective directors’ remuneration;

3. To re-appoint SHINEWING (HK) CPA Limited as auditor and to authorize the board of directors to fix auditor’s remuneration;

AS SPECIAL BUSINESS

1. To consider 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 as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (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 meetings; 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.”;

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NOTICE OF THE ANNUAL GENERAL MEETING

1. To consider 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 the outstanding conversion rights attaching to any convertible bonds or securities issued by the Company, which are convertible into shares of the Company;

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

• (iv) 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 as at the date of passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF THE ANNUAL GENERAL MEETING

• (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 meetings; 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

1. To consider 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 12 and 13 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 13 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 general mandate referred to in the resolution set out in item 12 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 as at the date of the passing of this resolution.”.

By order of the Board Lau Chung Yim Chairman of the Board

Hong Kong, 15 October 2010

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NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. 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/her/it to attend and vote on his/her/ its 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.

2. In order to be valid, 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 Branch Share Registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting 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 form of proxy shall be deemed to be revoked.

– 26 –