Eco-Tek Holdings Limited — Proxy Solicitation & Information Statement 2012

Jan 30, 2012

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 Eco-Tek Holdings Limited (‘‘Company’’), you should at once hand this circular 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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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ECO-TEK HOLDINGS LIMITED 環 康 集 團 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8169)

PROPOSED GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting (‘‘AGM’’) of the Company to be held at unit 5, 11/F, Westlands Centre, 20 Westlands Road, Quarry Bay, Hong Kong on Thursday, 26th April 2012 at 10:30 a.m. is set out on pages 11 to 14 of this circular.

A proxy form for use at the AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company’s share registrar in Hong Kong, Union Registrars Limited, 18/F., Fook Lee Commercial Center, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting in person at the AGM or any adjournment thereof should you so wish.

This circular will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and the website of the Company at http://www.eco-tek.com.hk.

• For identification purpose only

31st January 2012

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (‘‘GEM’’) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (‘‘STOCK EXCHANGE’’)

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II — DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– ii –

DEFINITIONS

In this circular, unless the context other wise requires, the following expressions have the following meanings:

‘‘2011 Annual Report’’ the audited consolidated financial statements and the report of the Directors and auditors of the Company for the year ended 31st October 2011; ‘‘AGM’’ the annual general meeting of the Company for the year ended 31st October 2011 to be held at unit 5, 11/F, Westlands Centre, 20 Westlands Road, Quarry Bay, Hong Kong on Thursday, 26th April 2012 at 10:30 a.m., a notice of which is set out on pages 11 to 14 of this circular; ‘‘Associates’’ has the meaning ascribed to it in the GEM Listing Rules; ‘‘Board’’ the board of Directors; ‘‘Commission’’ Securities and Futures Commission; ‘‘Company’’ Eco-Tek Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the GEM; ‘‘Directors’’ the directors of the Company; ‘‘GEM’’ the Growth Enterprise Market of the Stock Exchange; ‘‘GEM Listing Committee’’ the listing committee of the board of directors of the Stock Exchange with responsibility for GEM; ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM as amended, supplemented or other wise modified from time to time; ‘‘Group’’ the Company and its Subsidiaries; ‘‘HKD’’ Hong Kong dollars, the lawful currency of Hong Kong; ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China; ‘‘Issue Mandate’’ the general mandate to allot, issue and deal with additional Shares not exceeding 20% of the number of Shares in issue as at the date of passing of the resolution approving the Issue Mandate plus the number of Shares purchased under the Repurchase Mandate, if granted; ‘‘Latest Practicable Date’’ 25th January 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

– 1 –

DEFINITIONS

‘‘Repurchase Mandate’’ the general mandate to exercise the power of the Company to repurchase Shares up a maximum of 10% of the issued Shares of the Company as at the date of passing of the resolution approving the Repurchase Mandate;

‘‘SFO’’ Securities and Future Ordinance, Chapter 571 of the law of Hong Kong; ‘‘Share(s)’’ share(s) of nominal value of HKD0.01 each in the share capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time);

• ‘‘Shareholder(s)’’ holder(s) of Share(s);

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

‘‘Subsidiary’’ a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere; and

• ‘‘Takeovers Code’’ The Code on Takeovers and Mergers.

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LETTER FROM THE BOARD

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ECO-TEK HOLDINGS LIMITED 環 康 集 團 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8169)

Chairman and Non-Executive Director: Ms. HUI Wai Man Shirley

Executive Directors: Mr. NG Chi Fai (Chief Executive Officer) Mr. KWOK Tsun Kee

Non-Executive Director: Dr. LUI Sun Wing

Independent Non-Executive Directors: Mr. CHAU Kam Wing Donald Ms. CHAN Siu Ping Rosa Mr. TAK EUCHI Yutaka Professor NI Jun

Registered Office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head Office and Principal Place of Business: Unit 5, 11/ F Westlands Centre 20 Westlands Road Quarry Bay Hong Kong

31st January 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the relevant information regarding the proposed renewal of the general mandates to issue and allot Shares, to repurchase Shares and the re-election of retiring Directors, and to give you notice of the AGM at which ordinary resolutions will be proposed to consider, and if thought fit, approve at the AGM the aforesaid matters.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

ISSUE MANDATE

An ordinary resolution will be proposed at the AGM to grant to the Directors the Issue Mandate to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the aggregate nominal value of the issued share capital of the Company as at the date of passing of the resolution approving the Issue Mandate. As at the Latest Practicable Date, the issued share capital of the Company comprises 649,540,000 Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Issue Mandate, the maximum numbers of shares which may be issued pursuant to the Issue Mandate on the date of passing the resolution approving the Issue Mandate will be 129,908,000 Shares, representing 20% of the issued share capital of the Company. In addition, an ordinary resolution will also be proposed to authorize an extension of the Issue Mandate by the Shares repurchased under the Repurchase Mandate.

Details of the aforesaid ordinary resolutions are set out in ordinary resolution nos. 8 and 10 in the notice of the AGM.

REPURCHASE MANDATE

An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate to repurchase Shares on the GEM or on any other exchange on which the Shares have been or may be listed and recognized for this purpose by the Commission and the Stock Exchange up to a maximum of 10% of the aggregate nominal value of the issued share capital of the Company as at the date of passing of the resolution approving the Repurchase Mandate. As at the Latest Practicable Date, the issued share capital of the Company comprises 649,540,000 Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Issue Mandate, the maximum numbers of shares which may be repurchased pursuant to the Repurchase Mandate on the date of passing the resolution approving the Issue Mandate will be 64,954,000 Shares, representing 10% of the issued share capital of the Company.

Pursuant to the GEM Listing Rules, an explanatory statement containing information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate is set out in Appendix I.

Details of the aforesaid ordinary resolution are set out in ordinary resolutions no. 9 in the notice of the AGM.

RE-ELECTION OF DIRECTORS

In accordance with the articles of association of the Company, Mr. CHAU Kam Wing Donald, Ms. CHAN Siu Ping Rosa and Mr. TAKEUCHI Yutaka will retire by rotation, and being eligible, offer themselves for re-election at the AGM. Details of the retiring Directors who are proposed to be reelected are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

AGM AND PROXY ARRANGEMENT

The notice convening the AGM, which contains, inter alia, the ordinary resolutions will be proposed to approve the grant of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate and re-election of retiring Directors, is set out on pages 11 to 14 of this circular.

A proxy form for use at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company’s share registrar in Hong Kong, Union Registrars Limited, 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting in person at the AGM or any adjournment thereof if you so wish and in such event, the proxy form shall be deemed to be revoked.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the AGM shall be voted by poll.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 circular misleading.

RECOMMENDATION

The Directors consider that the ordinary resolutions for granting of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and the re-election of the retiring Directors as set out in the AGM notice are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the relevant resolutions relating to the aforesaid matters.

By Order of the Board Eco-Tek Holdings Limited HUI Wai Man Shirley Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix I is an explanatory statement required by the GEM Listing Rules which serves to provide the Shareholders with the necessary information relating to the resolution to be proposed at the AGM authorizing the grant of the Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

Exercise in full of the Repurchase Mandate, on the basis of 649,540,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares are issued or repurchased by the Company before the AGM, could result up to 64,954,000 Shares being repurchased by the Company during the period from the passing of the resolution relating to the Repurchase Mandate up to the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the articles of association of the Company and the applicable laws of the Cayman Islands.

4. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts as contained in the 2011 Annual Report) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing positions which in the opinion of the Directors are from time to time appropriate for the Company.

5. DIRECTORS AND CONNECTED PERSONS

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, none of the Directors and their respective Associates has a present intention, in the event that the Repurchase Mandate is approved and exercised, to sell Shares to the Company. No connected persons have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved and exercised.

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EXPLANATORY STATEMENT

APPENDIX I

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the memorandum of association and articles of association of the Company and the applicable laws of the Cayman Islands.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Team Drive Limited (‘‘Team Drive’’), held approximately 53.11% of the issued Shares. If the Repurchase Mandate is exercised in full, the percentage shareholding of Team Drive will increase to 59.01%. Such increase will not give rise to an obligation for it to make a general offer for the Shares under rule 26 of the Takeovers Code. Also the Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in any takeover obligation.

8. SHARE REPURCHASES MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on GEM or other wise) in the six months immediately preceding the Latest Practicable Date.

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EXPLANATORY STATEMENT

APPENDIX I

9. SHARE PRICES

The table below is a summary of the highest and lowest traded prices of the Shares in each of the previous twelve months prior to the Latest Practicable Date:

Month	Highest	Lowest
	(HKD)	(HKD)
2011
January	0.305	0.200
February	0.210	0.180
March	0.200	0.174
April	0.260	0.180
May	0.210	0.184
June	0.192	0.178
July	0.180	0.160
August	0.178	0.158
September	0.160	0.135
October	0.149	0.126
November	0.138	0.124
December	0.138	0.125
2012
January (up to the Latest Practicable Date)	0.130	0.130

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

The following are the particulars of the retiring Directors proposed to be re-elected at the AGM.

Mr. Chau Kam Wing, Donald, aged 49, is an independent non-executive Director. He obtained a Master Degree in Business Administration from the University of San Francisco, USA and is a fellow member of the Association of Chartered Certified Accountants and a practicing member of Hong Kong Institute of Certified Chartered Accountants. He has over 20 years of experience in auditing, taxation and financial management of various listed companies. Mr. Chau is currently a finance director of Winox Holdings Limited, an independent non-executive director of Zhejiang Shibao Company Limited, China Water Affairs Group Limited and Carpenter Tan Holdings Limited, which are listed on the Main Board of the Stock Exchange. He joined the Company in March 2008. He is also the Chairman of the audit committee and nomination committee of the Company, and a member of the remuneration committee of the Company.

He is not connected with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Group. Mr. CHAU is not interested in any Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

There is no service contract entered into between the Company and Mr. CHAU. Mr. CHAU is not appointed for a specific term and is subject to retirement by rotation and re-election in accordance with the provision of the Articles of Association. Mr. CHAU has received emoluments of approximately HK$100,000 for the year ended 31 October 2011, which were determined based on the basic of prevailing market condition and his role and responsibility.

Ms. CHAN Siu Ping Rosa, aged 52, is an independent non-executive Director. She has over 24 years of experience in management, production and marketing in manufacturing industry. Ms. Chan holds directorship in several private companies. Ms. Chan obtained her Bachelor of Arts degree majoring in business administration from the Simon Fraser University in Canada. She joined the Company in August 2002 and is also the chairman of the remuneration committee and a member of the nomination committee and the audit committee of the Company.

Ms. CHAN did not hold any directorship in any other listed public companies in the last three years. She is not connected with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Group. Ms. CHAN was not interested in any Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

There is no service contract entered into between the Company and Ms. CHAN. Ms. CHAN has not been appointed for any specific term and is subject to retirement by rotation and re-election in accordance with the provision of the articles of association of the Company. Ms. CHAN has received emoluments of approximately HKD50,000 for the year ended 31 October 2011, which was determined on the basis of the prevailing market conditions and her roles and responsibilities.

Mr. TAKEUCHI Yutaka, aged 61, is an independent non-executive Director. He has more than 24 years of experience in electronic industry and management. Mr. Takeuchi is the director of several Japanese private companies including JAI. Mr. Takeuchi graduated from Osaka Technical College in 1971 in Japan, majoring in electrotechnics. Mr. Takeuchi joined the Company in August 2002 and is a member of the audit, remuneration and nomination committees of the Company.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. TAKEUCHI does not held any directorship in any other listed public companies in the last three years. He is not connected with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Group. Mr. TAKEUCHI is not interested in any Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

There is no service contract entered into between the Company and Mr. TAKEUCHI. He is not appointed for a specific term and is subject to retirement and re-election in accordance with the provision of the Article of Association. Mr. TAKEUCHI has received emoluments of approximately HKD50,000 for the year ended 31 October 2011, which was determined on the basis of the prevailing market conditions and her roles and responsibilities.

Other than disclosed above, the said retiring Directors have not held any other directorship in listed public companies in the last three years. The Directors have confirmed that there is no matter relating to the above retiring Directors that needed to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to rule 17.50(2)(h) to (v) of the GEM Listing Rules.

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NOTICE OF AGM

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ECO-TEK HOLDINGS LIMITED 環 康 集 團 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8169)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (‘‘AGM’’) of Eco-Tek Holdings Limited (‘‘Company’’) will be held at Unit 5, 11/F, Westlands Centre, 20 Westlands Road, Quarry Bay, Hong Kong on Thursday, 26th April 2012 at 10:30 a.m. (or an adjournment thereof) for the following purposes:

1. To receive and consider the audited consolidated financial statements and reports of the directors and auditors of the Company for the year ended 31st October 2011;

2. To declare a final dividend, if any;

3. To re-elect Mr. CHAU Kam Wing Donald as an independent non-executive director of the Company;

4. To re-elect Ms. CHAN Siu Ping, Rosa as an independent non-executive director of the Company;

5. To re-elect Mr. TAKEUCHI Yutaka as an independent non-executive director of the Company;

6. To authorize the board of directors of the Company to fix the remuneration of directors;

7. To re-appoint BDO Limited as auditors of the Company and to authorize the board of directors of the Company to fix their remuneration;

8. To consider as special business and, if thought fit, pass the following resolution with or without modification, as an ordinary resolution of the Company:

‘‘THAT

• (a) subject to paragraph 8(c) below, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (‘‘GEM Listing Rules’’) of The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’), the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to allot, issue or other wise deal with additional shares in the share capital of the Company and

• For identification purpose only

– 11 –

NOTICE OF AGM

to make or grant offers, agreements and options which would or might require the exercise of such powers, be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph 8(a) above shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph 8(a) above, otherwise than by way of:

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

• (ii) the exercise of or the grant of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the issue or grant to officers and/or employees and/or consultants of the Company and/or any of its subsidiaries of shares or options to subscribe for or rights to acquire shares of the Company; or

• (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company in force from time to time, shall not exceed 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of this resolution and the said approval be limited accordingly; and

• (d) for the purpose of this resolution:

• (i) ‘‘Relevant Period’’ means the period from the passing of this resolution until whenever is the earliest of:

  • I. the conclusion of the next annual general meeting of the Company;

  • II. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

  • III. the revocation or variation of the authority given under this resolution by any ordinary resolution of the shareholders in general meeting.

• (ii) ‘‘Rights Issue’’ means an offer of shares in the share capital of the Company or an offer or issue of warrants or options or similar instruments to subscribe for shares in the share capital of the Company open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares in the Company (subject to such exclusions or other arrangements as the

– 12 –

NOTICE OF AGM

Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in deter mining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company).’’

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

‘‘THAT

• (a) subject to paragraph 9(b) below, the exercise by the Directors during the Relevant Period of all powers of the Company to repurchase issued shares in the share capital of the Company on the Growth Enterprise Market of the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of issued shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph 9(a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution, ‘‘Relevant Period’’ shall have the same meaning as defined in paragraph 8(d)(i) above.’’

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

‘‘THAT conditional upon resolution nos. 8 and 9 set out herein being passed, the general mandate granted to the Directors and for the time being in force to exercise the power of the Company to allot, issue or other wise deal with additional shares pursuant to resolution no. 8 set out herein be and is hereby extended by the addition thereto of an amount representing the aggregate nominal value of shares repurchased by the Company under the authority granted pursuant to resolution no. 9 set out herein, provided that such amount shall not exceed 10% of the aggregate nominal value of the issued share capital of the Company as at the date of passing of this resolution.’’

By Order of the Board Eco-Tek Holdings Limited HUI Wai Man. Shirley Chairman

Hong Kong, 31st January 2012

– 13 –

NOTICE OF AGM

As at the date hereof, the board of directors of the Company comprises (i) two executive directors, namely Mr. Ng Chi Fai and Mr. Kwok Tsun Kee, (ii) two non-executive directors, namely Ms. Hui Wai Man Shirley and Dr. Lui Sun Wing, and (iii) four independent non-executive directors, namely, Ms. Chan Siu Ping Rosa, Mr. Chau Kam Wing Donald, Professor Ni Jun and Mr. Takeuchi Yutaka.

Notes:

1. Pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, all the resolutions are to be voted by poll at the AGM.

2. A member entitled to attend and vote at the AGM is entitled to appoint one or, if he/she is the holder of two or more shares, more than one proxy to attend and vote on his/her behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or notarially certified copy of such power of attorney or authority, must be deposited at the Company’s share registrar in Hong Kong, Union Registrars Limited, 18/F., Fook Lee Commercial Center, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof.

4. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the AGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. In case of joint holders of a share, any one of such joint holders may vote, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the AGM personally or by proxy, 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 holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

6. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 24th April 2012 to Thursday, 26th April 2012, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Union Registrars Limited, 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, for registration not later than 4:00 p.m. on Monday, 23rd April 2012.

For determining the entitlement to the proposed final dividend for the year ended 31 October 2011, the register of members of the Company will also be closed from Monday, 7th May 2012 to Wednesday, 9th May 2012, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for entitlement to the Proposed Final Dividend, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Union Registrars Limited, 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, for registration not later than 4:00 p.m. on Friday, 4th May 2012.

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