Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2011

Feb 22, 2011

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

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NAM HING HOLDINGS LIMITED 南興集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 986)

NOTICE OF FIRST SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Nam Hing Holdings Limited (the “ Company ”) will be held at 27/F., Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong on Friday, 18 March 2011 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as a special or an ordinary resolution(s) with or without amendment:

SPECIAL RESOLUTIONS

1. “ THAT subject to the fulfillment of all the conditions set out in the section headed “Conditions of the Capital Reorganization” in the circular of the Company dated 23 February 2011 (the “ Circular ”, a copy of which has been tabled at the meeting marked “ A ” and initialed by the chairman of the meeting for the purpose of identification), with effect from the date immediately after the date of passing this resolution:

   • (a) the Share Consolidation of every sixteen (16) Shares of HK$0.10 each in the issued share capital of the Company into one (1) issued Consolidated Share of HK$1.60 each in the issued share capital of the Company;

• For identification purposes only

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• (b) the Capital Reduction involving the reduction of the issued share capital of the Company through a cancellation of the paid-up capital of the Company to the extent of HK$1.599 on each of the issued Consolidated Shares so that the nominal value of each issued Consolidated Share will be reduced from HK$1.60 to HK$0.001;

• (c) the credit arising from the Capital Reduction be transferred to the contributed surplus account of the Company and the Directors be and are hereby authorized to apply the entire amount standing to the credit of the contributed surplus account of the Company in such manner as they consider appropriate, including but not limited to setting off against the accumulated losses of the Company from time to time;

• (d) the Subdivision of each authorized but unissued Share into 100 New Shares of HK$0.001 each; and

• (e) any of the Directors be and is hereby authorised to do all things and acts and sign all documents which he considers necessary, desirable, or expedient in connection with the implementation of the Capital Reorganization.”

1. “ THAT subject to the fulfillment of all the conditions set out in the section headed “Conditions of the Change of Company Name” in the Circular, with effect from the date immediately after the date of passing this resolution:

   • (a) change of the English name of the Company from “Nam Hing Holdings Limited” to “China Environmental Energy Investment Limited” and the adoption of the Chinese name “中國環保能源投資有限公司*” for identification purpose only to replace the existing Chinese name “南興集團有限公司*” which was adopted for identification purpose only, be and is hereby approved; and

   • (b) any of the Directors be and is hereby authorised to do all things and acts and sign all documents which he considers necessary, desirable, or expedient in connection with the implementation of the Change of Company Name.”

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ORDINARY RESOLUTION

1. “ THAT subject to the fulfillment or waiver of the conditions set out in the underwriting agreement (the “ Underwriting Agreement ”) dated 31 January 2011 in respect of the proposed rights issue by the Company and entered into between the Company and Radland International Limited (the “ Underwriter ”) (a copy of the Underwriting Agreement has been produced to the meeting marked “ B ” and signed by the Chairman of the meeting for the purpose of identification):

   • (a) the allotment and issue of not less than 3,030,531,634 New Shares and not more than 3,122,976,064 New Shares ranking pari passu in all respects with the shares of the Company (the “ Rights Shares ”) of HK$0.001 each in the share capital of the Company pursuant to an offer by way of rights to the holders of Shares (the “ Shareholders ”) at the subscription price of HK$0.068 per Rights Share in the proportion of twenty six (26) Rights Shares for every one (1) New Share held by the Shareholders whose names appear on the register of members of the Company on Wednesday, 30 March 2011 (or such later date as the Company and the Underwriter may agree to be the record date for such Rights Issue) (the “ Record Date ”) other than those Shareholders whose addresses on the Record Date are outside Hong Kong (the “ Overseas Shareholders ”) (the “ Rights Issue ”) as described in further details in the Circular, be and is hereby approved;

   • (b) any one or more director(s) of the Company be and is/are hereby authorised to allot and issue the Rights Shares pursuant to or in connection with the Rights Issue notwithstanding that the same may be offered, allotted or issued otherwise than pro rata to the existing shareholdings of the Shareholders and, in particular, the directors of the Company may make such exclusions or other arrangements in relation to the Overseas Shareholders as they deem necessary or expedient having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong, and to do all such acts and things as they consider necessary, desirable or expedient to give effect to any or all other transactions contemplated in this resolution; and

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• (c) the Directors be and are hereby authorised for and on behalf of the Company to do all acts and things as they deem, in their absolute discretion, necessary in connection with the allotment and issue of the Rights Shares, the implementation of the Rights Issue and the Underwriting Agreement, the exercise or enforcement of any of the Company’s rights under the Underwriting Agreement and to make and agree such variations of the terms of the Underwriting Agreement as they may in their discretion consider to be appropriate and in the interests of the Company.”

By Order of the Board Nam Hing Holdings Limited Chen Tong Chairman

Hong Kong, 23 February 2011

Registered office & Principal Place of Business:

27/F., Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong

Notes:

1. A form of proxy for use at the Meeting is enclosed herewith.

2. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company. A proxy need not be a member of the Company.

3. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders is present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

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1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

2. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the office of the Company’s share registrar, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time for holding the Meeting or adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

3. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this notice, the Board comprises five executive directors, namely Ms Chen Tong (Chairman), Ms Deng Hong Mei, Ms Chan Ching Ho, Kitty, Mr Xiang Liang and Mr Lau Chung Yim; one non-executive director, namely Ms Yao Zhengwei; and three independent non-executive directors, namely Mr Yau Kwan Shan, Mr Lam Kwan Fu and Ms Zhou Jue.

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