Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2011

Feb 22, 2011

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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Nam Hing Holdings Limited (the “ Company ”), 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 or transfer was effected, for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance on 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)

(1) MAJOR TRANSACTION: DISPOSAL OF PROPERTY; (2) RE-ELECTION OF DIRECTORS AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of the Company to be held at 27th Floor, Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong on Thursday, 10 March 2011 at 3:00 p.m. is set out on pages 37 to 39 of this circular. Whether or not you are able to attend the special general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Tricor Tengis Limited, at 26th Floor, 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 special general meeting or any adjourned meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the special general meeting if you so wish.

23 February 2011

• For identification purposes only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Financial information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix II – Valuation report on the land and
the buildings erected thereon. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix III – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37

– i –

DEFINITIONS

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

“Agreement”	the agreement for sale and purchase of the Land and
	buildings erected thereon dated 28 October 2010 and
	entered into amongst Suzhou Nam Hing, the Land Reserve
	Center and the Management Committee
“associate”	has the meaning ascribed to this term under the Listing
	Rules
“Board”	the board of Directors from time to time
“Company”	Nam Hing Holdings Limited, a company incorporated in
	Bermuda with limited liability and the issued Shares of
	which are listed on Stock Exchange
“Completion”	completion of the Disposal in accordance with the terms
	and conditions of the Agreement
“connected persons”	has the meaning ascribed to this term under the Listing
	Rules
“Director(s)”	the director(s), including the independent non-executive
	directors of the Company from time to time
“Disposal”	the disposal of the Land and the buildings erected thereon
	subject to and upon the terms and conditions of the
	Agreement
“Group”	the Company and its subsidiaries from time to time
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Land”	a parcel of land situate at No. 148, Xiang Yang Road,
	Suzhou National New & Hi-tech Industrial Development
	Zone（蘇州國家高新技術產業開發區向陽路148號）,
	occupying an area of 34,217.6 square meters
“Land Reserve Centre”	蘇州市土地儲備中心(Suzhou Municipal Land Reserve
	Centre**)

– 1 –

	DEFINITIONS
“Latest Practicable Date”	21 February 2011, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on Stock
	Exchange
“Management Committee”	蘇州國家高新技術產業開發區管理委員會(Suzhou
	National New & Hi-tech Industrial Development Zone
	Management Committee**)
“PRC”	the People’s Republic of China, which for the purpose
	of this circular, excludes Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China
	and Taiwan
“Shareholders”	the holders of the issued Shares from time to time
“Shares”	ordinary shares of HK$0.1 each in the share capital of the
	Company
“SGM”	the special general meeting of the Company to be held and
	convened at 27th Floor, Yuen Long Trade Centre, 99-109
	Castle Peak Road, Yuen Long, New Territories, Hong Kong
	on Thursday, 10 March 2011 at 3:00 p.m. to approve the
	Agreement and the transactions contemplated thereunder
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Suzhou Nam Hing”	Suzhou Nam Hing Industrial Laminate Co., Ltd., a wholly
	owned subsidiary of the Company
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	Per cent.
** denotes English translation only

For the purpose of this circular, the exchange rate of RMB0.8566 = HK$1.00 is adopted.

– 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 Ms Chan Ching Ho, Kitty Ms Deng Hong Mei Mr Xiang Liang Ms Chen Tong

Non-executive Director: Ms Yao Zhengwei

Independent non-executive Directors: Mr Yau Kwan Shan Mr Lam Kwun Fu Ms Zhou Jue

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

Head office and principal place of business in Hong Kong: 27th Floor, Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong

23 February 2011

To the Shareholders

Dear Sir or Madam

(1) MAJOR TRANSACTION: DISPOSAL OF PROPERTY; (2) RE-ELECTION OF DIRECTORS AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 4 November 2010 in which the Board announced that on 28 October 2010, Suzhou Nam Hing (as vendor), the Land Reserve Centre (as purchaser) and the Management Committee (as agent for the Land Reserve Centre) entered into the Agreement pursuant to which Suzhou Nam Hing agreed to sell and the Land Reserve Centre agreed to purchase the Land and the buildings erected thereon at a consideration of RMB62,506,663.

• For identification purposes only

– 3 –

LETTER FROM THE BOARD

As applicable percentage ratio of the Disposal exceeds 25% but all the applicable percentage ratios are less than 75% under Rule 14.08 of the Listing Rules, the Agreement constitutes a major transaction for the Company under the Listing Rules and is subject to notification, publication and shareholders’ approval requirements under the Listing Rules.

The purpose of this circular is to provide you with further information regarding the Disposal; to seek approval from the Shareholders for the Agreement and the transactions contemplated thereunder; to provide you with financial information on the Group, valuation on the Land and the buildings erected thereon and notice of the SGM.

THE AGREEMENT

Date: 28 October 2010 (executed copy of the Agreement was returned to Suzhou Nam Hing on 29 October 2010)

Parties: (i) Suzhou Nam Hing (as vendor)

• (ii) the Land Reserve Centre (as purchaser)

• (iii) the Management Committee (as agent for the Land Reserve Centre)

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Land Reserve Centre and the Management Committee are government administration departments in Suzhou and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

Asset to be disposed of:

The Land situates at No. 148, Xiang Yang Road, Suzhou National New & Hi-tech Industrial Development Zone（蘇州國家高新技術產業開發區向陽路148號）, occupying an area of approximately 34,217.6 square meters. The total area of the buildings erected on the Land is approximately 9,964.56 square meters.

The Land was acquired by the Company in November 1995 and had been used as a factory site for producing industrial laminates. The net book value of the Land and the buildings thereon is approximately HK$29,843,091 as at 31 March 2010. For the two financial years immediately preceding the Disposal, no net profits were attributable to the Land and the buildings thereon.

– 4 –

LETTER FROM THE BOARD

The production of laminates from the plant built on the Land had ceased operation since 2009 because of the limited demand for industrial laminates and excessive capacity of the Group. Therefore, the Directors consider that the Disposal will not have any adverse impact on the operation of the Group.

Consideration

The consideration for the Disposal is RMB62,506,663 (equivalent to approximately HK$72,970,655), 20% of which (RMB12,501,333 (equivalent to approximately HK$14,594,131)) (the “ Initial Deposit ”) has been paid as at the Latest Practicable Date.

Suzhou Nam Hing has agreed in the Agreement that approximately RMB7.2 million out of the Initial Deposit will be applied towards repayment of bank loans secured over the Land.

Suzhou Nam Hing will have to deliver vacant possession of the Land and buildings erected thereon within 90 days after the date of the Agreement and the Management Committee shall, within 30 business days after Suzhou Nam Hing has so delivered vacant possession of the Land and buildings erected thereon, pay Suzhou Nam Hing the balance of the consideration of the Disposal in the amount of RMB50,005,330. The administration of the Suzhou National New & Hitech Industrial Development Zone has agreed to extend the date of delivery of vacant possession and settlement of the balance of consideration from the date of obtaining of the approval from the Shareholders for the Disposal.

The consideration of the Disposal is arrived at after arm’s length negotiation between the parties to the Agreement after taking into account the market price per square meter of the adjacent location to the Land and was made in accordance with the applicable laws and regulations of the PRC.

Condition

The Agreement is unconditional and this constitutes a breach of Rule 14.40 of the Listing Rules. Further details of the implication under the Listing Rules are set out below in the paragraph headed “Listing Rules Implication” in this circular.

REASON FOR THE DISPOSAL

The Company is an investment holding company and as at the Latest Practicable Date, its subsidiaries are principally engaged in (i) trading of laminate; (ii) the trading and manufacture of printed-circuit board mainly for use in the manufacture of audio and visual household products; (iii) the manufacture of copper foil mainly for use in the manufacture of laminate and printed circuit board; and (iv) investment in electricity battery related business.

– 5 –

LETTER FROM THE BOARD

The Company has entered into agreements with a connected person for the disposal (the “ Connected Disposal ”) of the business of manufacture of laminate, and copper foil, details of which have been disclosed in the circular dated 24 December 2010 of the Company. Meanwhile, the Company also entered into a framework agreement with an independent third party in relation to a potential acquisition (the “ Recycling Potential Acquisition ”) by Company of 80% interest in a company known as Ideal Market Holdings Limited, which is the ultimate owner of the legal and beneficial interest in Suzhou Baina Renewal Resources Co., Ltd（蘇州百納再生資源有限公司）, a PRC company principally engaging in the business of recycling business of waste paper, scrap metal and consumable waste, further details of which have been disclosed in the announcement of the Company dated 19 November 2010. Upon the completion of the Connected Disposal and the Recycling Potential Acquisition, the Group will be principally engaged in trading of laminates, trading and manufacturing of printed circuit board, investment in the electricity battery related business and recycling business of waste paper, scrap metal and consumable waste. The Board considers that the investment in the electricity battery related business and the recycling business enable the Group to enter into the promising “green industry” and can improve the financial results of the Group in the future.

The Disposal was a result of the municipal construction and re-development of Suzhou city and Suzhou Nam Hing will have to surrender the Land back to the relevant government authority by way of the Disposal.

The consideration of RMB62,506,663 represents the compensation payable to Suzhou Nam Hing for surrendering the Land and the buildings thereon and was made in accordance with《中華 人民共和國土地管理法》(The PRC Land Administration Law),《中華人民共和國城市房地產 管理法》(Law of the People’s Republic of China on Urban Real Estate Administration),《蘇州 市土地儲備實施辦法》(Suzhou Municipal Land Reserve Implementation Rules**) and the relevant rules and regulations.

The Board is of the opinion that the compensation payable to Suzhou Nam Hing pursuant to the Agreement is fair and reasonable after careful research of the prevailing market price of similar locations in Suzhou.

The Directors consider that the Agreement is entered into under normal commercial terms following arm’s length negotiations between the Group, the Land Reserve Center and the Management Committee and that the terms of the Agreement are fair and reasonable so far as the interests of the Company and the Shareholders as a whole are concerned.

– 6 –

LETTER FROM THE BOARD

FINANCIAL EFFECT OF THE DISPOSAL AND INTENDED USE OF PROCEEDS

It is estimated that, upon Completion, the Group will record a gain on disposal of approximately HK$43,126,909. Such gain is estimated based on the consideration receivable from the Disposal, i.e. HK$72,970,000, less the net book value of the Land and the buildings erected thereon of approximately HK$29,843,091 as at 31 March 2010 and other related costs and expenses.

The Board intends to use the net sale proceeds arising from the Disposal as repayment of bank loans secured on the Land and other borrowings, and as general working capital of the Group.

Upon completion, the Group’s total assets will be increased by approximately 34.6 million and the total liabilities will be decreased by approximately HK$8.5 million respectively while its earnings will be increased by HK$43 million representing the net gain on the Disposal.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios of the Disposal under the Listing Rules exceed 25% but are less than 75%, the Disposal constitutes a major transaction for the Company under the Listing Rules. The Disposal is therefore subject to Shareholders’ approval by way of poll at the SGM.

Rule 14.40 of the Listing Rules require that a major transaction must be made conditional on the approval by Shareholders. When the Group started the negotiation for the Disposal in early May 2010, the applicable percentage ratios for the Disposal were above 5% but below 25% and would have constituted a discloseable transaction under the Listing Rules on the part of the Company only and would not be subject to Shareholders’ approval. However, due to fall in Share prices since then, the Disposal has become a major transaction on the part of the Company under the Listing Rules when the relevant parties proceeded to formal execution of the Agreement, which was not stated to be conditional upon the obtaining of the approval by the Shareholders. The absence of such conditional provision in the Agreement constitutes a breach of the Listing Rules.

In the event that the ordinary resolution to approve the Agreement and the transaction contemplated thereunder was not passed by the Shareholders at the SGM, Suzhou Nam Hing is at the risk of being sued by the Land Reserve Centre and the Management Committee for breach of the Agreement and may be required to surrender the Land and the buildings thereon in accordance with the terms of the Agreement.

The Group had attempted to negotiate for the entering into of a supplemental agreement so that the Disposal would be made conditional upon obtaining the Shareholders’ approval but the governmental counterparties had declined such request.

– 7 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Ms. Chen Tong (“ Ms. Chen ”) was appointed as an executive Director by the Board with effect from 15 December 2010. On the same day, Mr. Lam Kwun Fu (“ Mr. Lam ”) and Ms. Zhou Jue (“ Ms. Zhou ”) were appointed as an independent non-executive Directors by the Board. Ms. Yao Zhengwei (“ Ms. Yao ”) was appointed as a non-executive Director by the Board on 26 January 2011. Pursuant to Bye-law 86(2)(b) of the Bye-laws of the Company, each of Ms. Chen, Mr. Lam, Ms. Zhou and Ms. Yao shall hold office only until the SGM and, being eligible, offers herself/ himself for re-election at the SGM.

Details of Ms. Chen, Mr. Lam, Ms. Zhou and Ms. Yao are as follows:

Ms. Chen

Ms. Chen, aged 47, graduated from Tongji University in 2002 with bachelor degree in administrative management. She is currently the vice general manager of a logistic company in the PRC. She has over 10 years experience in the banking industry and is an economist.

Other than the position as an executive director, Ms. Chen does not hold any position with the Company and its subsidiaries. Ms. Chen does not hold any other major appointments and has not held any position or directorships in any other listed public companies during last three years preceding the Latest Practicable Date.

There is no service contract signed between Ms. Chen and the Company. Ms. Chen will be entitled to receive a director’s fee of HK$1,200,000 per annum which is determined with reference to the prevailing market rate and her duties and responsibilities in the Company.

Pursuant to the Bye-laws of the Company, Ms. Chen will retire and be eligible for re-election at the next annual general meeting. Thereafter, Ms. Chen will be subject to retirement by rotation and re-election in accordance with the Bye-laws of the Company.

Ms. Chen did not have or was not deemed to have any interests or short positions in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the Securities and Futures Ordinance.

Ms. Chen is the sister of Mr. Chen Zhong who is a substantial shareholder of the Company interested in approximately 5.90% equity interest in the Company as at the Latest Practicable Date. Save as disclosed above, as far as the Board is aware, Ms. Chen does not have any relationships with any other directors, senior management, substantial shareholders (as defined in Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

– 8 –

LETTER FROM THE BOARD

As confirmed by Ms. Chen and as far as the Board is aware, there is no other information to be disclosed pursuant to the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any other matters relating to her appointment that need to be brought to the attention of the shareholders of the Company.

Mr. Lam

Mr. Lam, aged 52, is currently the consultant of Li, Wong, Lam & W.I. Cheung. He has been a practicing solicitor in Hong Kong since 1992. Mr. Lam graduated from the Chinese University of Hong Kong and University of Leeds with bachelor degrees.

Other than the position as an independent non-executive director, Mr. Lam does not hold any position with the Company and its subsidiaries. Mr. Lam does not hold any other major appointments and has not held any position or directorships in any other listed public companies during last three years preceding the Latest Practicable Date.

There is no service contract signed between Mr. Lam and the Company. Mr. Lam will be entitled to receive a director’s fee of HK$120,000 per annum which is determined with reference to the prevailing market rate and his duties and responsibilities in the Company.

Pursuant to the Bye-laws of the Company, Mr. Lam will retire and be eligible for reelection at the next annual general meeting. Thereafter, Mr. Lam will be subject to retirement by rotation and re-election in accordance with the Bye-laws of the Company.

Mr. Lam did not have or was not deemed to have any interests or short positions in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the Securities and Futures Ordinance.

As far as the Board is aware, Mr. Lam 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.

As confirmed by Mr. Lam and as far as the Board is aware, there is no other information to be disclosed pursuant to the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any other matters relating to his appointment that need to be brought to the attention of the shareholders of the Company.

– 9 –

LETTER FROM THE BOARD

Ms. Zhou

Ms. Zhou, aged 24, studied in Shanghai Maritime University in corporate management. She is currently an investment consultant in an investment management company and she has experience in hotel management.

Other than the position as an independent non-executive director, Ms. Zhou does not hold any position with the Company and its subsidiaries. Ms. Zhou does not hold any other major appointments and has not held any position or directorships in any other listed public companies during last three years preceding the Latest Practicable Date.

There is no service contract signed between Ms. Zhou and the Company. Ms. Zhou will be entitled to receive a director’s fee of HK$120,000 per annum which is determined with reference to the prevailing market rate and her duties and responsibilities in the Company.

Pursuant to the Bye-laws of the Company, Ms. Zhou will retire and be eligible for re-election at the next annual general meeting. Thereafter, Ms. Zhou will be subject to retirement by rotation and re-election in accordance with the Bye-laws of the Company.

Ms. Zhou did not have or was not deemed to have any interests or short positions in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the Securities and Futures Ordinance.

As far as the Board is aware, Ms. Zhou 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.

As confirmed by Ms. Zhou and as far as the Board is aware, there is no other information to be disclosed pursuant to the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any other matters relating to her appointment that need to be brought to the attention of the shareholders of the Company.

– 10 –

LETTER FROM THE BOARD

Ms. Yao

Ms. Yao, aged 24, graduated in Shanghai I&C Foreign Languages School. She is currently studying Finance in Shanghai Jiao Tong University and working in the investment division of a fund management company.

Ms. Yao has not held any 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.

Ms. Yao has not entered into any director’s service agreement with the Company. She has not been appointed for any fixed term but is subject to retirement and re-election at the general meeting of the Company in accordance with the Company’s Bye-laws. Ms. Yao is entitled to receive an annual salary of HK$182,000. Ms. Yao is also eligible to participate in the Company’s share option scheme. The foregoing emoluments of Ms. Yao are recommended by the Remuneration Committee of the Company and approved by the Board with reference to Ms. Yao’s responsibilities as well as the Company’s remuneration policy.

As far as the Board is aware, as at the Latest Practicable Date, Ms. Yao does not have or is not deemed to have any interests or short positions in the shares or underlying shares of the Company pursuant to Part XV of the Securities and Futures Ordinance. In addition, Ms. Yao 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.

As confirmed by Ms. Yao and as far as the Board is aware, Ms. Yao has 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 relating to Ms. Yao’s appointment that need to be brought to the attention of the Shareholders.

SGM

Set out on pages 37 to 39 is a notice convening the SGM to be held at 27th Floor, Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong on Thursday, 10 March 2011 at 3:00 p.m. at which relevant resolution(s) will be proposed to the Shareholders to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder and the re-election of Directors.

– 11 –

LETTER FROM THE BOARD

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the special general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, 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 special general meeting or any adjourned meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the SGM if you so wish.

So far as the Directors are aware having made all reasonable enquiries, as at the Latest Practicable Date, the Land Reserve Centre, the Management Committee and their respective associates did not hold any Shares. Insofar as the Company is aware, no Shareholder has any material interests in the Disposal and is required to abstain from voting at the SGM on the resolution to approve the Disposal and the transactions contemplated under the Agreement.

The Directors also consider that the re-election of Directors are in the best interests of the Company and its Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions set out in the notice of the SGM.

RECOMMENDATION

The Board considers that the terms of the Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution as set out in the notice of SGM.

ADDITIONAL INFORMATION

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

Yours faithfully

For and on behalf of the Board Nam Hing Holdings Limited Lau Chung Yim Executive Director

** denotes English translation only

– 12 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. INDEBTEDNESS, LIQUIDITY AND FINANCIAL RESOURCES

(a) Borrowings

At the close of business on 31 December 2010, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group had aggregate outstanding secured bank borrowings of approximately HK$24.4 million and unsecured, non-interests bearing of other borrowings of approximately HK$22.8 million. The Group also had amounts due to directors and a related company of approximately HK$30.5 million and HK$2.8 million, respectively, which were unsecured and non-interests bearing except for an amount due to a related company of approximately HK$1.75 million which bear interests at 7.25% per annum.

(b) Pledge of assets

As at the close of business on 31 December 2010, the Group had pledged certain of its property, plant and equipment, investment properties and bank deposits amounting to approximately HK$26 million, HK$6.96 million and HK$2.02 million, respectively to secure the general banking facilities granted to the Group.

(c) Convertible Bonds

As at 31 December 2010, there is an outstanding principal amount of HK$99,000,000 convertible bonds due 2013 with conversion price of HK$0.18 per share.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities and normal trade payables, as at the close of business on 31 December 2010, the Group did not have any debt securities issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptable credits, debentures, mortgages, charges, hire purchases or finance lease commitments, guarantees or other material contingent liabilities.

2. WORKING CAPITAL

The Directors are of the opinion that, after taking into account the present internal resources available, the proceeds from the Disposal to be received and the estimated net proceeds from the rights issue as disclosed in the announcement dated 31 January 2011, the Group has sufficient working capital for its present requirements for at least the next twelve months from the date of this Circular in the absence of unforeseen material circumstances.

– 13 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. MATERIAL ADVERSE CHANGE

The Directors confirmed that there was no material adverse change in the financial or trading position or prospects of the Group since 31 March 2010, being the date to which the latest published audited consolidated financial statements of the Group were made up, up to the Latest Practicable Date.

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The unfavorable trading and economic environment of the Group, especially in the industrial laminate division, urge the management team of the Group to dispose of the on-going loss making section of the Group. This includes the manufacturing plant of the industrial laminate production line in Zhongshan and the copper foil production line in Thailand. The Company therefore entered into an agreement with a connected person on 28 June 2010 pursuant to which the Company proposed to dispose of its manufacturing of copper foil and laminate and trading of laminate with production facilities in the PRC and Thailand (the “ Connected Disposal ”), details of the said potential acquisition have been disclosed in the circular dated 24 December 2010 of the Company.

The Board considers that after the Connected Disposal, the Company can focus on the printed circuit board division in its existing mode as well as exploring new business opportunities. Cashflow of the Group is expected to be improved as the cost burden sectors are disposed.

The Board is also actively seeking other investment opportunities in order to diversify the business of the Group and income stream. The Company has on 29 December 2010 completed acquisition by the Company 9.9% interest in the entire issued share capital in Swift Profit International Limited (the “ Acquisition ”), a company incorporated in the British Virgin Islands with limited liability, the principal asset of which is an exclusive license relating to the technology of manufacturing of electric vehicle battery, for a consideration of HK$170,000,000, details of the Acquisition have been disclosed in the circular dated 15 November 2010 of the Company. Upon the completion of the Acquisition and the Connected Disposal respectively on 29 December 2010 and 18 January 2011, the Group is now principally engaging in trading of laminates, trading and manufacturing of printed circuit board and investment in the electricity battery related business.

– 14 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

The Company also entered into a framework agreement with an independent third party in relation to a potential acquisition (the “ Recycling Potential Acquisition ”) by Company of 80% interest in a company known as Ideal Market Holdings Limited, which is the ultimate owner of the legal and beneficial interest in Suzhou Baina Renewal Resources Co., Ltd（蘇州百納再生 資源有限公司）, a PRC company principally engaging in the business of recycling business of waste paper, scrap metal and consumable waste, further details of which have been disclosed in the announcement of the Company dated 19 November 2010. Upon the completion of the Acquisition and the Recycling Potential Acquisition, the Group will be principally engaged in trading of laminates, trading and manufacturing of printed circuit board, investment in the electricity battery related business and recycling business of waste paper, scrap metal and consumable waste. The Board considers that the investment in the electricity battery related business and the recycling business enable the Group to enter into the promising “green industry” and can improve the financial results of the Group in the future.

Trading and manufacturing of printed circuit board (“PCB”)

As published in the 2011 interim report, for the six months ended 30 September 2010, the PCB division recorded a turnover of HK$28,748,000 (2009: HK$22,970,000). The Group has placed more focus on the PCB business in the period under review. Although the PCB market is not picking up generally, the Group has still achieved an increase in turnover. With attendance at trade shows and launch of more aggressive marketing and promotion campaigns, new customers have been attracted to the Group. With the increase in turnover, the profitability of the Group’s PCB business is expected to be improved. It is further expected that the PCB division will be the Group’s main focus in the coming years.

Investment in electric car battery business

On 16 July 2010, the Company entered into an agreement pursuant to which the Company conditionally agreed to acquire 9.9% of the issued share capital of Swift Profit International Limited (“ Swift Profit ”) at a consideration of HK$170,000,000. Swift Profit is exclusively licensed to apply the technology of manufacturing of electric car battery. Completion of the acquisition took place on 29 December 2010 and the consideration was settled as to HK$99 million by convertible notes and the balance by cash. As at the Latest Practicable Date, HK$68,360,000 of the convertible notes have been converted.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Under the business model of Swift Profit, it will receive a royalty fee of 12% from Zhongsheng Dongli New Energy Investment Limited (“ Zhongsheng ”) on sale of multielement polymer battery to the market without bearing any production cost and capital expenditure. Zhongsheng has already secured orders from the automotive manufacturers for 200 electric vehicles. Based on the secured orders from the automotive manufacturers, it is estimated that 3,000 sets of the multi-element polymer battery will be sold to the automotive manufacturers in 2012. It is expected that the electric car battery business will generate revenue of approximately HK$25 million to Swift Profit in the first quarter of 2011. The Board is of the view that the electric car battery business will be developed into a sustainable income source for the Group.

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APPENDIX II

VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from LCH (Asia-Pacific) Surveyors Limited, an independent professional surveyor, in connection with its valuation as at 31 January 2011 of the property interest held by the Disposed Group.

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The readers are reminded that the report which follows has been prepared in accordance with the guidelines set by the International Valuation Standards, Eighth Edition, 2007 (the “IVS”) published by the International Valuation Standards Committee as well as the HKIS Valuation Standards on Properties, First Edition, 2005 (the “HKIS Standards”) published by the Hong Kong Institute of Surveyors (the “HKIS”). Both standards entitle the valuer to make assumptions which may on further investigation, for instance by the readers’ legal representative, prove to be inaccurate. Any exception is clearly stated below. Headings are inserted for convenient reference only and have no effect in limiting or extending the language of the paragraphs to which they refer. Translation of terms in English or in Chinese are for readers’ identification purpose only and have no legal status or implication in this report. This report is prepared and signed off in English format, translation of this report in language other than English shall only be used as a reference and should not be regarded as a substitute for this report. It is emphasised that the findings and conclusion presented below are based on the documents and facts known to the valuer at the date of this report. If additional documents and facts are made available, the valuer reserves the right to amend this report and its conclusions.

17th Floor Champion Building Nos. 287 – 291 Des Voeux Road Central Hong Kong

23 February 2011

The Board of Directors Nam Hing Holdings Limited 27th Floor Yuen Long Trade Centre Nos. 99-109 Castle Peak Road Yuen Long New Territories Hong Kong

Dear Sirs,

In accordance with your instructions to value a property interest currently owned by Nam Hing Holdings Limited (hereinafter referred to as the “Company”) and its subsidiaries (collectively hereinafter together with the Company referred to as the “Group”) in the People’s Republic of China (hereinafter referred to as the “PRC” or “China”) but contracted to be disposed, we confirm that we have conducted inspection, made relevant enquiries and obtained such further information as we consider necessary to support our conclusion of value of the property as at 31 January 2011 (hereinafter referred to as the “Date of Valuation”) for the Company’s internal management reference purpose.

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APPENDIX II

VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

We understand that the use of our work product (regardless of form of presentation) will form part of the Company’s business due diligence but we have not been engaged to make specific sales or purchase recommendations, or give opinion for financing arrangement. We further understand that the use of our work product will not supplant other due diligence which the management of the Company should conduct in reaching its business decision regarding the property valued. Our work is designed solely to provide information that will give a reference to the management of the Company as part of its due diligence process, and our work should not be the only factor to be referenced by the Company. Our findings and conclusion of value of this property is documented in a valuation report and submitted to the Company at today’s date.

At the request of the management of the Company, we prepared this summary report (including this letter and valuation certificate) to summarise our findings and conclusion as documented in the valuation report for the purpose of inclusion in this circular at today’s date for the Company’s shareholders’ reference. Terms herein used without definition shall have the same meanings as in the valuation report, and the assumptions and caveats adopted in the valuation report also applied to this summary report.

BASIS OF VALUATION AND ASSUMPTIONS

According to the IVS, which the HKIS Standards also follows, there are two valuation bases in valuing property, namely market value basis and valuation bases other than market value. In this engagement, we have provided our conclusion of value of the property on market value basis.

The term “Market Value” is defined by the IVS and the HKIS Standards as “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

Unless otherwise stated, our valuation of the property interest has been made on the assumptions that, as at the Date of Valuation,

1. the legally interested party in the property has absolute title to its relevant property interest;

2. the legally interested party in the property has free and uninterrupted rights to assign its relevant property interest for the whole of the unexpired terms as granted, and any premiums payable have already been fully paid;

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APPENDIX II

VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

1. the legally interested party in the property sells its relevant property interest in the market in its existing states without the benefit of a deferred terms contract, leaseback, joint venture, management agreement or any other similar arrangement which would serve to increase the value of the property interest;

2. the property has obtained relevant government’s approvals for the sale of the property and is able to dispose of and transfer free of all encumbrances (including but not limited to the cost of transaction) in the market; and

3. the property can be freely disposed of and transferred free of all encumbrances at the Date of Valuation for its existing uses in the market to both local and overseas purchasers without payment of any premium to the government.

Should these not be the case, it will have adverse impact to the value as reported.

APPROACH TO VALUE

There are three generally accepted approaches in arriving at the market value of a property on an absolute title basis, namely the Sales Comparison Approach (or known as the Market Approach), the Cost Approach and the Income Approach.

Having considered the general and inherent characteristics of the property, we have adopted the depreciated replacement cost (“DRC”) approach. The DRC approach is a procedural valuation approach and is an application of the Cost Approach in valuing specialised properties like this property. The use of this approach requires an estimate of the market value of the land use rights for its existing use, and an estimate of the new replacement cost of the buildings and other site works from which deductions are then made to allow for age, condition, and functional obsolescence taken into account of the site formation cost and those public utilities connection charges to the property. The land use rights of the property has been determined from market-based evidences by analysing similar sales or offerings or listings of comparable properties.

The valuation of this property is on the assumption that the property is subject to the test of adequate potential profitability of the business having due regard to the value of the total assets employed and the nature of the operation.

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APPENDIX II

VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

By using this approach, the land should be assumed to have the benefit of planning permission for the replacement of the existing buildings and it is always necessary when valuing the land, to have regard to the manner in which the land is developed by the existing buildings and site works, and the extent to which these realise the full potential value of the land. When considering a notional replacement site, it should normally be regarded as having the same physical and location characteristics as the actual site, other than characteristics of the actual site which are not relevant, or are of no value, to the existing use. In considering the buildings, the gross replacement cost of the buildings should take into consideration everything which is necessary to complete the construction from a new green field site to provide buildings as they are, at the date of valuation, fit for and capable of being occupied and used for the current use. These costs to be estimated are not to erect buildings in the future but have the buildings available for occupation at the date of valuation, the work having commenced at the appropriate time.

Unless otherwise stated, we have not carried out any valuation on redevelopment basis to the property and the study of possible alternative development options and the related economics do not come within the scope of our work.

MATTERS THAT MIGHT AFFECT THE VALUE REPORTED

For the sake of valuation, we have adopted the areas as appeared in the copies of the documents as provided and no further verification work has been conducted. Should it be established subsequently that the adopted areas were not the latest approved, we reserve the rights to revise our report and the valuation accordingly.

No allowance has been made in our valuation for any charges, mortgages, outstanding premium or amounts owing on the property valued nor any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property is free from all encumbrances, restrictions, and outgoings of an onerous nature which could affect its value.

In our valuation, we have assumed that the property is able to be sold and purchased in the market without any legal impediment (especially from the regulators). Should this not be the case, it will affect the reported value significantly. The readers are reminded to have their own legal due diligence work on such issues. No responsibility or liability is assumed.

As at the Latest Practicable Date of this circular, we are unable to identify any adverse news against the property which may affect the reported conclusion of value in our work product. Thus, we are not in the position to report and comment on its impact (if any) to the property. However, should it be established subsequently that such news did exist at the Date of Valuation, we reserve the right to adjust the value reported herein.

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APPENDIX II

VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

ESTABLISHMENT OF TITLES

Based on the purpose of this engagement and the market value basis of valuation, the management of the Company provided us the necessary copies of documents to support the Group’s title to the property, and that the Group has free and uninterrupted rights to transfer, to mortgage or to let its relevant property interest (in this instance, an absolute title) for the whole of the unexpired terms as granted free of all encumbrances and any premiums payable have already been paid in full or outstanding procedures have been completed (if any). However, we have not examined the original documents to verify the ownership and encumbrances, or to ascertain the existence of any amendments which may not appear on the copies handed to us. All documents disclosed (if any) are for reference only and no responsibility is assumed for any legal matters concerning the legal titles and the rights (if any) to the subject property valued. Any responsibility for our misinterpretation of the documents cannot be accepted.

Due to the inherent defects in the land registration system of China, we are unable to search the original documents of the property from the relevant authorities to verify legal titles or any material encumbrances which may not appear on the copies handed to us. We need to state that we are not legal professional and are not qualified to ascertain the titles and to report any encumbrances that may be registered against the property. However, we have complied with the requirements as stated in Practice Note No. 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and relied solely on the copies of document and the copy of the PRC legal opinions provided by the management of the Company with regard to the legal title of the property. We are given to understand that the PRC legal opinions was prepared by a qualified PRC legal adviser 廣東恒益律師事務所 (“GFE Law Office”) dated 23 February 2011. No responsibility or liability from our part is assumed in relation to those legal opinions.

In our report, we have assumed that the Group has obtained all the approval and/or endorsement from the relevant authorities to own or to use the subject property, and that there would be no legal impediment (especially from the regulators) for the Group to dispose the subject property. Should this not be the case, it will affect our conclusion of value in this report significantly. The readers are reminded to have their own legal due diligence work on such issues. No responsibility or liability is assumed.

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APPENDIX II

VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY IN ACCORDANCE WITH VALUATION STANDARD 4 OF THE HKIS STANDARDS

We have conducted inspection to the exterior, and where possible, the interior of the property in respect of which we have been provided with such information as we have requested for the purpose of our valuation. We have not inspected those parts of the property which were covered, unexposed or inaccessible and such parts have been assumed to be in a reasonable condition. We cannot express an opinion about or advise upon the condition of the property and our work product should not be taken as making any implied representation or statement about the condition of the property. No structural survey, investigation or examination has been made, but in the course of our inspection, we did not note any serious defects in the property inspected. We are not, however, able to report that the property is free from rot, infestation or any other structural defects. No tests were carried out to the building utilities (if any) and we are unable to identify those services either covered, unexposed or inaccessible.

Our valuation has been made on the assumption that no unauthorised alteration, extension or addition has been made in the property, and that the inspection and the use of this report do not purport to be a building survey of the property. We have also assumed that the property is free of rot and inherent danger or unsuitable materials and techniques. If the management of the Company or any party interested in the property wants to satisfy them as to the condition of the property, they should obtain a surveyor’s detailed inspection and report of their own.

We have not carried out on-site measurements to verify the correctness of the areas of the property, but have assumed that the areas shown on the documents and official layout plans handed to us are correct. All dimensions, measurements and areas are approximations.

Our engagement and the agreed procedures to value the property did not include an independent land survey to verify the legal boundaries of the property. We need to state that we are not in the land survey profession, therefore, we are not in the position to verify or ascertain the correctness of the legal boundaries of the property that appeared on the documents hander to us. No responsibility from our part is assumed. The management of the Company or interested party in the property should conduct their own legal boundaries due diligence work.

We have not arranged for any investigation to be carried out to determine whether or not any deleterious or hazardous material has been used in the construction of the property, or has since been incorporated, and we are therefore unable to report that the property is free from risk in this respect. For the purpose of this valuation, we have assumed that such investigation would not disclose the presence of any such material to any significant extent.

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APPENDIX II

VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

We are not aware of the content of any environmental audit or other environmental investigation or soil survey which may have been carried out on the property and which may draw attention to any contamination or the possibility of any such contamination. In undertaking our work, we have been instructed to assume that no contaminative or potentially contaminative uses have ever been carried out in the property. We have not carried out any investigation into past or present uses, either of the property or of any neighbouring land, to establish whether there is any contamination or potential for contamination to the property from these uses or sites, and have therefore assumed that none exists. However, should it be established subsequently that contamination, seepage or pollution exists at the property or on any neighbouring land, or that the premises have been or are being put to a contaminative use, this might reduce the value now reported.

SOURCES OF INFORMATION AND ITS VERIFICATION IN ACCORDANCE WITH VALUATION STANDARD 5 OF THE HKIS STANDARDS

In the course of our work, we have provided with copies of the documents regarding the property, and these copies have been referenced without further verifying with the relevant bodies and/or authorities. Our procedures to value did not require us to conduct any searches or inspect the original documents to verify the ownership or to verify any amendment which may not appear on the copies handed to us. We need to state we are not legal professional, therefore, we are not in the position to advise and comment on the legality and effectiveness of the documents provided by the management of the Company.

We have relied solely on the information provided by the management of the Company or its appointed personnel without further verification and have fully accepted advice given to us on such matters as planning approvals or statutory notices, locations, titles, easements, tenure, occupation, site and floor areas and all other relevant matters.

The scope of valuation has been determined by reference to the property list provided by the management of the Company. The property on the list has been included in our valuation. The management of the Company has confirmed to us that it has no property interest contracted to be disposed other than the property specified on the list supplied to us.

Our valuation has been made only based on the advice and information made available to us. While a limited scope of general inquiries had been made to the local property market practitioners, we are not in a position to verify and ascertain the correctness of the advice given by the relevant personnel. No responsibility and liability is assumed.

– 23 –

APPENDIX II

VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

Information furnished by others, upon which all or portions of our report are based, is believed to be reliable but has not been verified in all cases. Our procedures to value or work do not constitute an audit, review, or compilation of the information provided. Thus, no warranty is made nor liability assumed for the accuracy of any data, advice, opinions, or estimates identified as being furnished by others which have been used in formulating our report.

When we adopted the work products from other professions, external data providers and the management of the Company or its appointed personnel in our work, the assumptions and caveats adopted by them in arriving at their figures also applied to this report. The procedures we have taken do not provide all the evidence that would be required in an audit and, as we have not performed an audit, accordingly, we do not express an audit opinion.

We are unable to accept any responsibility for the information that has not been supplied to us by the management of the Company or its appointed personnel. Also, we have sought and received confirmation from the management of the Company or its appointed personnel that no materials factors have been omitted from the information supplied. Our analysis and valuation are based upon full disclosure between us and the Company of material and latent facts that may affect our work.

We have had no reason to doubt the truth and accuracy of the information provided to us by the management of the Company or its appointed personnel. We consider that we have been provided with sufficient information to reach an informed view, and have had no reason to suspect that any material information has been withheld.

Unless otherwise stated, all monetary amounts are in Renminbi Yuan (“RMB”).

LIMITING CONDITIONS IN THIS SUMMARY REPORT

Our findings and conclusion of value of the property in this summary report is valid only for the stated purpose and only for the Date of Valuation, and for the sole use of the named Company. We or our personnel shall not be required to give testimony or attendance in court or to any government agency by reason of this summary report, and the valuers accept no responsibility whatsoever to any other person. Should any party interested in the property, they are required to conduct their own due diligence work and shall not rely on this report.

No responsibility is taken for changes in market conditions and local government policy and no obligation is assumed to revise this summary report to reflect events or conditions, which occur or make known to us subsequent to the date hereof.

– 24 –

APPENDIX II

VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

Neither the whole nor any part of this summary report or any reference made hereto may be included in any published documents, circular or statement, or published in any way, without our written approval of the form and context in which it may appear. Nonetheless, we consent to the publication of this summary report in this circular to the Company’s shareholders’ reference.

Our maximum liability relating to services rendered under this engagement (regardless of form of action, whether in contract, negligence or otherwise) shall be limited to the charges paid to us for the portion of its services or work products giving rise to liability. In no event shall we be liable for consequential, special, incidental or punitive loss, damage or expense (including without limitation, lost profits, opportunity costs, etc.), even if it has been advised of their possible existence.

The Company is required to indemnify and hold us and our personnel harmless from any claims, liabilities, costs and expenses (including, without limitation, attorney’s fees and the time of our personnel involved) brought against, paid or incurred by us at a time and in any way based on the information made available in connection with our report except to the extent that any such loses, expenses, damages or liabilities are ultimately determined to be the result of gross negligence of our engagement team in conducting its work. This provision shall survive even after the termination of this engagement for any reason.

STATEMENTS

The attached valuation certificate is prepared in line with the requirements contained in the Chapter 5 and the Practice Note No. 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as well as the guidelines contained in both the IVS and HKIS Standards. The valuation has been undertaken by valuers (see End Notes), acting as external valuers, qualified for the purpose of this valuation.

We retain a copy of this summary report and the detailed report together with the data from which it was prepared, and these data and documents will, according to the Laws of Hong Kong, keep for a period of 6 years from the date of this report and to be destroyed thereafter. We considered these records confidential, and we do not permit access to them by anyone, with the exception for law enforcement authorities or court order, without the Company’s authorisation and prior arrangement made with us. Moreover, we will add the Company’s information into our client list for our future reference.

The valuation of the property depends solely on the assumptions made in this summary report and not all of which can be easily quantified or ascertained exactly. Should some or all of the assumptions prove to be inaccurate at a later date, it will affect the reported value significantly.

– 25 –

APPENDIX II VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

We hereby certify that the fee for this service is not contingent upon our conclusion of value and we have no significant interest in the property, the Group or the value reported.

Our valuation certificate is attached.

Yours faithfully, For and on behalf of

LCH (Asia-Pacific) Surveyors Limited

Elsa Ng Hung Mui

B.Sc. M.Sc. RPS(GP) Director

Yuki Chan Wan Yuk

BCom RPS(GP) Associate Director

Contributing valuer: Terry Fung Chi Hang B.Sc. M.Sc.

Notes:

1. Ms Elsa Ng Hung Mui has been conducting valuation of real estate properties in Hong Kong since 1994 and has more than 11 years of experience in valuing properties in mainland China. She is a Member of The HKIS and a valuer on the List of Property Valuers for Undertaking Valuation for Incorporation or Reference in Listing Particulars and Circulars and Valuation in Connection with Takeovers and Mergers published by the HKIS.

2. Ms Yuki Chan Wan Yuk is a Member of The HKIS, an Associate Member and a Certified Practising Valuer of The Australian Property Institute, who has more than 5 years of experience in valuing properties in Hong Kong and over 3 years of experience in valuing properties in the PRC.

3. Mr Terry Fung Chi Hang is a graduated surveyor who has been involved in valuation of real estate properties both in Hong Kong and in the PRC for more than 5 years. He obtained a Master Degree in Real Estate and involved in various assets valuations, mine valuation and agriculture property assets valuation.

– 26 –

APPENDIX II

VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

VALUATION CERTIFICATE

Property held and occupied by the Group under a long-term title certificate in the PRC and valued on market value basis

Amount of valuation in its existing state attributable to Particulars of the Group as at Property Description and tenure occupancy 31 January 2011 A factory complex The property comprises a parcel We have inspected RMB30,800,000 located at of land having a site area of and confirmed by the No. 148 Xiang Yang Road approximately 34,217.60 sq. m. management of the (100% interest) Gao Xin District (see Note 1 below) with 9 various Company that the Suzhou City buildings and structures erected factory complex is not (see Notes 3 and 4) Jiangsu Province thereon. in production and there The PRC 215011 is only a portion of the The buildings and structures include office building occupied a single storey workshop, a 3-storey by the Group for office building, three single storey ancillary office purpose. storages and various single storey supporting facilities which were completed in about 2004. They have a total gross floor area of approximately 10,364.56 sq. m. (see Notes 2, 3 and 4 below).

The property is subject to a right to use the land for a term till 19 December 2045 for industrial usage.

Notes:

1. The right to possess the land is held by the State and the right to use the land have been granted by the State and transferred to the Group via the following ways:

2. (i) Pursuant to a Contract for the Transfer of the State-owned Land Use Rights of 蘇州國家新高技術產業開發 區（蘇州新區）(translated as Suzhou National New and Hi-Tech Industrial Development Zone (Suzhou New District)) (Contract No.: ZR No. 95033) entered into between 蘇州新區經濟發展集團總公司 (translated as Suzhou New District Economic Development Group Company and hereinafter referred to as “Suzhou New District Group”) and 蘇州南興積層板有限公司 (translated as Suzhou Nam Hing Industrial Laminate Company Limited and hereinafter referred to as “Suzhou Nam Hing”) and dated 19 December 1995, a parcel of land having a site area of approximately 30,000 sq. m. was transferred to Suzhou Nam Hing, which is a wholly-owned subsidiary of the Company, for a term from 20 December 1995 to 19 December 2045 for industrial usage;

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APPENDIX II

VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

• (ii) Pursuant to a Supplementary Contract of the Contract ZR No. 95033 entered into between Suzhou New District Group and Suzhou Nam Hing dated 22 December 2000, a parcel of land having a site area of approximately 4,217.465 sq. m. was transferred to Suzhou Nam Hing for a term from 22 December 2000 to 19 December 2045; and

• (iii) Pursuant to a State-owned Land Use Rights Certificate known as Su Xin Guo Yong (2006) Di 005421 Hao （蘇 新國用(2006)第005421號）dated 28 April 2006 and issued by the People’s Government of Suzhou City, the legally interested party in the land having a site area of approximately 34,217.60 sq. m. is Suzhou Nam Hing for a term till 19 December 2045 for industrial usage.

• Pursuant to a Building Ownership Certificate known as Su Fang Quan Zheng Xin Qu Zi Di 00031014 Hao（蘇房權 証新區字第00031014號）issued by the Housing Management Bureau of Suzhou City, the legally interested party in 8 various buildings erected on the land as mentioned in Note 1 having a total gross floor area of approximately 9,392.56 sq. m. is Suzhou Nam Hing. The area breakdowns for each of the buildings covered in the certificate are as follows:

(i) A single storey guardhouse (ii) A single storey guardhouse (iii) A 3-storey office building (iv) A single storey workshop (v) A single storey storage (vi) A single storey functional room (vii) A single storey storage (viii) A single storey storage Total:	Gross Floor Area (sq. m.) 28.13 19.98 1,399.80 6,520.59 195.67 565.76 284.38 378.25
	9,392.56

1. Pursuant to the information provided by the management of the Company, these several structures having a total gross floor area of approximately 572 sq. m. were also built on the land as mentioned in Note 1 without obtaining any form of title certificate. In our valuation, we have taken such structures into account on the assumption that such structures are able to be transferred together with the land and other buildings as an unique interest free of further encumbrances/ premium. For reference purpose, the depreciated replacement cost of the said structures (excluding the land) would be in the region of RMB650,000, and should be deducted from the amount of valuation if these structures are unable to sell as part of an unique interest in the open market.

2. As per our inspection and confirmed by the management of the Company, an unauthorised basement having a gross floor area of approximately 400 sq. m. was built under the single storey workshop as mentioned in Note 2 (iv) and used for storage purpose without obtaining any form of title certificate/approval for construction. In our valuation, we have not taken such basement into account. Should reinstatement require, additional cost will be incurred and may be deducted from the valuation (depends on the actual circumstances).

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APPENDIX II

VALUATION REPORT ON THE LAND AND THE BUILDINGS ERECTED THEREON

1. Pursuant to a mortgage agreement No. P/D2D2X/00083/07 dated 20 December 2007, the property is subject to a mortgage for a term from 8 January 2008 to 7 January 2013 in favour of Singapore DBS Bank Shanghai Branch at a consideration of RMB12,000,000.

2. Pursuant to a bank settlement statement dated 6 December 2010, Suzhou Nam Hing has settled all the loan and interest payment on 3 December 2010.

3. Pursuant to a copy of a 企業法人營業執照 (translated as Enterprise Legal Person Business License) dated 2 November 2001, Suzhou Nam Hing is a limited liability company for an operational period commencing from 15 December 1995 to 14 December 2015, and with a registered capital of USD6,800,000.

4. According to the legal opinions as prepared by the Group’s PRC legal adviser, the following opinions were noted:

5. (i) Suzhou Nam Hing has obtained the land use rights and building ownership rights of the land and buildings mentioned in Notes (1) and (2) legally;

6. (ii) Suzhou Nam Hing is the legally interested party of the land and buildings and has the right to occupy, use, transfer, lease or mortgage the land and buildings mentioned in Notes (1) and (2) save except for the restriction state in (v) below;

7. (iii) As confirmed by Suzhou Nam Hing, the transfer fees of the land use rights as mentioned in Note (1) were fully paid. Thus, Suzhou Nam Hing has obtained the land use rights legally by fully settlement of the transfer fees;

8. (iv) The land and buildings as mentioned in Notes (1) and (2) are subject to a mortgage in favour of Singapore DBS Bank Shanghai Branch. Pursuant to a bank settlement statement dated 6 December 2010, Suzhou Nam Hing has settled all the loan and interest payment. Suzhou Nam Hing shall register the cancellation of the mortgage in relevant land registration authorities;

9. (v) Transferability and lease of the land and buildings as mentioned in Notes (1) and (2) is subject to the consent of the mortgagee; and

10. (vi) The existing use of the property is in compliance with the permitted usage under the State-owned Land Use Rights Certificate and the Building Ownership Certificate.

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GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

Director’s interests and short positions in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, were as follows:

		Number or			Approximate
		attributable	Nature of interests		percentage or
		number of	Interests in		attributable
		Shares held or	controlled	Beneficial	percentage of
Name of Director		short positions	corporation	owner	shareholding
					(%)
Mr. Lau	Chung Yim	546,000 (L)	–	546,000 (L)	0.03
L:	Long Position
S:	Short Position

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GENERAL INFORMATION

APPENDIX III

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had or was deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules.

3. MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business) have been entered into by the members of the Group within the two years immediately preceding the date of this circular and are or may be material:

1. the sale and purchase agreement dated 15 April 2010 entered into between Nurture Power Limited as vendor and the Company as purchaser for the acquisition by the Company of such number of shares of US$1.00 each as representing the entire issued share capital of Swift Profit International Limited for a consideration of HK$3,000,000,000;

2. the termination agreement dated 18 May 2010 entered into between the Company and Nurture Power Limited to terminate the agreement as referred to in item 1 above;

3. the placing agreement dated 31 May 2010 entered into between the Company and Cheong Lee Securities Limited, as the placing agent, in relation to the placing of, on a best effort basis, 100,500,000 new shares of the Company at HK$0.29 per share;

4. the memorandum of understanding dated 18 May 2010 entered into by the Company and Nurture Power Limited, a company incorporated in the British Virgin Islands, in relation to the possible acquisition of the entire issued share capital in Swift Profit International Limited, a company incorporated in the British Virgin Islands with limited liability, by the Company from the Nuture Power Limited;

5. the supplemental memorandum of understanding dated 10 June 2010 entered into by the Company and Nurture Power Limited, a company incorporated in the British Virgin Islands, in relation to the possible acquisition of the entire issued share capital in Swift Profit International Limited, a company incorporated in the British Virgin Islands with limited liability, by the Company from the Nuture Power Limited;

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APPENDIX III

GENERAL INFORMATION

1. the sale and purchase agreement dated 28 June 2010 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 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 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 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 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 owing or incurred by Disposed Group to the Group (excluding the Disposed Group) as at the completion of the Disposal for a consideration of HK$28,000,000 in cash (the “Connected Disposal”);

2. the master supply agreement dated 28 June 2010 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 Connected Disposal with the maximum aggregate annual value for period ending 31 March 2011 and the year ending 31 March 2012 at HK$10,000,000 and HK$15,000,000 respectively;

3. the placing agreement dated 2 July 2010 entered into between the Company and Cheong Lee Securities Limited, as the placing agent, in relation to the placing of, on a best effort basis, convertible bonds for an aggregate principal amount of HK$200,000,000;

4. the sale and purchase agreement dated 16 July 2010 entered into between Nurture Power Limited as vendor and the Company as purchaser for the acquisition of the 9.9% interest in the entire issued share capital of Swift Profit International Limited for a consideration of HK$170,000,000;

5. the supplemental agreement dated 30 September 2010 entered into among Nature Ample Limited as Purchaser, Nam Hing (B.V.I.) Limited as Vendor and Mr. Lau Chung Yim as guarantor in relation to extending the long stop date of the sale and purchase agreement as referred to in (6) above;

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GENERAL INFORMATION

APPENDIX III

1. the supplemental agreement dated 30 September 2010 entered into between Nam Hing Circuit Board Company Limited and Nam Hing Circuit Board (Dongguan) Co., Ltd. and Zhongshan Chung Yuen in relation to the master supply agreement as referred to in (7) above;

2. The Agreement;

3. the framework agreement dated 19 November 2010 entered into between the Company, as purchaser, and Lucky Start Holdings Limited, All Prosper Group Limited, Triumph Return Holdings Limited and Jia Sheng Holdings Limited, as vendors, in relation to the potential acquisition by the Company of 80% of the entire issued share capital of Ideal Market Holdings Limited, pursuant to which the Company had pay the refundable earnest money of HK$180,000,000, which shall be treated as part of the consideration paid if a formal agreement is entered into;

4. the supplemental agreement dated 21 December 2010 entered into between Nam Hing Circuit Board Company Limited and Nam Hing Circuit Board (Dongguan) Co., Ltd and Zhongshan Chung Yuen in relation to the master supply agreement as referred to in (7) above;

5. the supplemental agreement dated 21 December 2010 entered into among Nature Ample Limited, Nam Hing (B.V.I.) Limited and Mr. Lau Chung Yim in relation to the sale and purchase agreement as referred to in (6) above;

6. the letter of confirmation dated 31 December 2010 in relation to item (8) above; and

7. the underwriting agreement dated 31 January 2011 entered into between the Company and Radland International Limited in relation to the underwriting arrangement in respect of a proposed issue by way of rights issue as announced in the announcement dated 31 January 2011 of the Company.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

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APPENDIX III

5. EXPERTS

The following is the qualification of the expert who has given opinions or advice which are contained in this circular:

Name Qualification LCH (Asia-Pacific) Surveyors Professional surveyor Limited GFE Law Office PRC legal advisers

Each of LCH (Asia-Pacific) Surveyors Limited and GFE Law Office has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and report and references to its name in the form and context in which it appears.

As at the Latest Practicable Date, each of LCH (Asia-Pacific) Surveyors Limited and GFE Law Office does not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

6. LITIGATION

No member of the Group is engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance is known to the Directors to be pending or threatened against any member of the Group as at the Latest Practicable Date.

7. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial position or trading position of the Group since 31 March 2010, being the date to which the latest published audited financial statements of the Group was made up.

8. COMPETING INTERESTS

Nature Ample Limited is a company incorporated in the British Virgin Islands and wholly and beneficially owned by Mr. Lau Chung Yim, and executive Director.

On 28 June 2010, Nam Hing (B.V.I.) Limited as the Vendor, Nature Ample Limited as the Purchaser and Mr. Lau Chung Yim as guarantor entered into the sale and purchase agreement with regard to the disposal of the entire issued share capital of Cosmo Terrace Corporation, Fittingco Inc., Majestic Mountain Limited and Ottawa Enterprises Limited (the “ Disposed Group ”) and the

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GENERAL INFORMATION

APPENDIX III

relevant sale loans (the “ Connected Disposal ”). Details of the Connected Disposal are set out in the Company’s circular dated 24 December 2010. The Connected Disposal was completed on 21 January 2011.

The Disposed Group is principally engaged in manufacturing of copper foil and laminate and trading of laminate with production facilities in the PRC and Thailand. Nam Hing Industrial Laminate Limited, a subsidiary of the Group, is engaged mainly in the trading of laminate business. The Disposed Group will supply their finished products to Nam Hing Industrial Laminate Limited for trading, which may compete, directly or indirectly, with the Group’s business.

Save for the above, as at the Latest Practicable Date, none of the Directors nor their respective associates was interested in any business apart from the Group’s business which completes or is likely to compete, either directly or indirectly, with the Group’s businesses pursuant to Rule 8.10 of the Listing Rules.

9. MISCELLANEOUS

• (a) Save the items 6, 7, 10, 11, 14 and 15 as set out under the paragraph headed “Material Contracts” above, there is no contract or arrangement entered into by any member of the Group subsisting at the date of this circular in which any Director is materially interested and which is significant to the business of the Group.

• (b) As at the Latest Practicable Date, none of LCH (Asia-Pacific) Surveyors Limited GFE Law Office or any Directors had any direct or indirect interest in any assets which had been acquired, disposed of by or leased to, or which were proposed to be acquired, disposed of by or leased to, any member of the Group since 31 March 2010, the date to which the latest published audited consolidated financial statements of the Group were made up.

• (c) Tricor Tengis Limited, the share registrar and transfer office of the Company is located at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (d) The company secretary of the Company is Mr. Leung Chi Wing, Billy, who is a member of the Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants and a graduate of The Institute of Chartered Secretaries and Administrators in the United Kingdom. Mr. Leung holds a Bachelor’s degree in Accountancy and has extensive experience in finance, accounting and company secretarial functions.

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GENERAL INFORMATION

APPENDIX III

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available for inspection during normal business hours on Business Days at the office of the Company at 27th Floor, Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong from the date of this circular up to and including 10 March 2011 and at the SGM:

• (a) the bye-laws and memorandum of association of the Company;

• (b) the valuation report on the Land and the buildings erected thereon, the text of which is set out in Appendix II to this circular;

• (c) the annual reports of the Company for each of the two financial years ended 31 March 2010;

• (d) the material contracts referred to in the paragraph headed “Material contracts” in this Appendix;

• (e) the written consent referred to under the paragraph headed “Experts” in this Appendix;

• (f) the opinion of the legal adviser as to the PRC Laws, GFE Law office, dated 23 February 2011 regarding the title to the Land;

• (g) this circular;

• (h) the circular dated 15 November 2010 of the Company in relation to the acquisition of 9.9% of the issued share capital of Swift Profit International Limited; and

• (i) the circular dated 24 December 2010 of the Company in relation to, amongst other things, the disposal by the Group of Cosmo Terrace Corporation, Fittngco Inc., Ottawa Enterprises Limited and Majestic Mountain Limited.

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NOTICE OF SGM

==> 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 a special general meeting (the “ SGM ”) of the shareholders of Nam Hing Holdings Limited (the “ Company ”) will be held at 27th Floor, Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong on Thursday, 10 March 2011 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

2. (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 October 2010 and entered into between Suzhou Nam Hing Industrial Laminate Co., Ltd. as vendor, 蘇州市土地儲備中心 (Suzhou Municipal Land Reserve Centre) (the “ Land Reserve Centre ”) as purchaser and 蘇州國家高新技術產業開發區管理委員會 (Suzhou National New & Hi-tech Industrial Development Zone Management Committee) as agent for the purchaser in relation to the sale and purchase of a parcel of land situate at No. 148, Xiang Yang Road, Suzhou National New & Hi-tech Industrial Development Zone（蘇州國家高新技術產業開發區向陽路148號）and occupying an area of approximately 34,217.6 square meters at a consideration of RMB62,506,663 and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

• For identification purposes only

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NOTICE OF SGM

• (b) 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 and the transactions contemplated thereunder.”

• “ THAT Ms. Chen Tong be re-elected as an Executive Director of the Company.”

• “ THAT Mr. Lam Kwun Fu be re-elected as Independent Non-Executive Director of the Company.”

• “ THAT Ms. Zhou Jue be re-elected as Independent Non-Executive Director of the Company.” and

• “ THAT Ms. Yao Zhengwei be re-elected as Non-Executive Director of the Company.”

By order of the Board Nam Hing Holdings Limited Lau Chung Yim Director

Hong Kong, 23 February 2011

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

** denotes English translation only

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NOTICE OF SGM

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.

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