Fulum Group Holdings Limited — Proxy Solicitation & Information Statement 2005

Nov 16, 2005

THE 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 CIG-WH International (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.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes 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.

(Incorporated in Bermuda with limited liability) (Stock Code: 621)

PROPOSED CHANGE OF COMPANY NAME

A notice convening a special general meeting of the Company to be held at 14th Floor, Yau Lee Centre, 45 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong on Friday, 9 December 2005 at 11:00 a.m. is set out on page 6 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 deposit the same at the offices of the Company’s branch share registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjournment thereof should you so wish.

16 November 2005

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Appendix – Procedure by which the Shareholders
may demand a poll at general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

• “Board”

the board of Directors

• “Company”

CIG-WH International (Holdings) Limited, an exempted company incorporated in Bermuda with limited liability, the issued Shares of which are listed on The Stock Exchange of Hong Kong Limited

• “Directors”

directors of the Company

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

• “SGM”

the special general meeting of the Company which will be held on 9 December 2005 to consider and, if thought fit, to approve the change of name of the Company

• “Share(s)”

share(s) of HK$0.10 each in the capital of the Company

• “Shareholder(s)”

holder(s) of Share(s)

• “HK$”

Hong Kong dollars, the lawful currency for the time being of Hong Kong

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LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability) (Stock Code: 621)

Executive Directors:

Mr. Ng Tat Leung, George (Chairman)

• Mr. Wong Teck Ming (Deputy Chairman)

• Mr. Chen Jinkui

• Mr. Sun Haichao

Registered office:

Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

• Mr. Lui Siu Yee, Samuel

Mr. Chan Wai Keung, Ivan

• Mr. Lo Chung Sun, Simon

Non-executive Director:

Mr. Wang Xianzhang (Honourary Chairman)

Independent non-executive Directors:

Mr. Wong Lit Chor, Alexis

Head office and principal place of business in Hong Kong: 14th Floor Yau Lee Centre 45 Hoi Yuen Road Kwun Tong Kowloon Hong Kong

Mr. Leung Wai Cheung

Mr. Lo Ka Wai

16 November 2005

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

The Board announced on 19 October 2005 that it proposes to change the name of the Company from “CIG-WH International (Holdings) Limited” to “Wing Hing International (Holdings) Limited” and the new Chinese name “永興國際 (控股 )有限公司 ” will be adopted to replace “中保永興國際 (集團 )有 限公司 ” for identification purposes with effect from the date of entry of the new name on the register maintained by the Registrar of Companies in Bermuda.

The purpose of this circular is to provide you with details of the change of name and to set out the notice convening the SGM at which a special resolution will be proposed to consider and, if thought fit, approve the proposed change of name of the Company.

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LETTER FROM THE BOARD

REASON FOR THE CHANGE OF NAME

In order to more accurately reflect the corporate identity of the Company, the Board proposes to change the name of the Company from “CIG-WH International (Holdings) Limited” to “Wing Hing International (Holdings) Limited” and the new Chinese name “永興國際(控股)有限公司” will be adopted to replace “中保永興國際 (集團 )有限公司 ” for identification purposes with effect from the date of entry of the new name on the register maintained by the Registrar of Companies in Bermuda.

The Board is of the opinion that the proposed change of name of the Company is in the interests of the Company and the Shareholders as a whole.

EFFECTS ON THE CHANGE OF NAME

The proposed change of name of the Company will not affect any of the rights of the Shareholders and all existing share certificates in issue bearing the existing name of the Company will, after the change of name has become effective, continue to be effective as documents of title to and be valid for trading, settlement and registration purposes. There will not be any arrangement for the exchange of the existing share certificates of the Company for new share certificate bearing the new name of the Company.

Further announcement will be made by the Company to inform the Shareholders of the effective date of the change of name of the Company.

CONDITIONS

The proposed change of name of the Company is subject to the satisfaction of the following conditions:

1. the passing by the Shareholders at a special general meeting of the Company to be convened and held of a special resolution to approve the change of name of the Company; and

2. the Registrar of Companies in the Bermuda approving the change of name of the Company.

SGM

A notice convening the SGM to be held at 14th Floor, Yau Lee Centre, 45 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong on Friday, 9 December 2005 at 11:00 a.m. is set out on page 6 of this circular.

The SGM will be convened and held to consider and, if thought fit, to approve the proposed change of name of the Company and the transactions contemplated thereunder.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the offices of the Company’s branch share registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester

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LETTER FROM THE BOARD

Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

RECOMMENDATION

The Board considers that the proposed change of name of the Company is fair and reasonable and is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the special resolution as set out in the notice of the SGM.

GENERAL INFORMATION

Your attention is also drawn to the additional information in relation to the procedure by which the Shareholders may demand a poll at general meeting set out in the appendix to this circular.

Yours faithfully On behalf of the Board

CIG-WH International (Holdings) Limited Ng Tat Leung, George Chairman

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PROCEDURE BY WHICH THE SHAREHOLDERS MAY DEMAND A POLL AT GENERAL MEETING

APPENDIX

According to bye-law 79 of the bye-laws of the Company, a resolution put to the vote at any general meeting shall be determined by a show of hands of the Shareholders present in person (or, in the case of a Shareholder being a corporation, by its authorised representative entitled to vote) or by proxy unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded by:

• (i) the chairman of such meeting; or

• (ii) at least three Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (iii) any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (iv) any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.

Unless a poll is duly demanded in accordance with the foregoing provisions, a declaration by the chairman that a resolution has on a show of hands been carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

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NOTICE OF SGM

(Incorporated in Bermuda with limited liability)

(Stock Code: 621)

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of CIG-WH International (Holdings) Limited (the “ Company ”) to be held at 14th Floor, Yau Lee Centre, 45 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong on Friday, 9 December 2005 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of the Companies in the Bermuda being obtained, the name of the Company be and is hereby changed from “CIG-WH International (Holdings) Limited” to “Wing Hing International (Holdings) Limited” and the new Chinese name “永興 國際 (控股 )有限公司 ” will be adopted to replace “中保永興國際 (集團 )有限公司 ” for identification purposes with effect from the date of entry of the new name on the register maintained by the Registrar of Companies in Bermuda and the Directors be and they are hereby authorised to do all such acts and things and execute all documents they consider necessary or expedient to give effect to the change of name of the Company.”

By order of the Board CIG-WH International (Holdings) Limited Ng Tat Leung, George Chairman

Hong Kong, 16 November 2005

Registered office: Head office and principal place of Canon’s Court business in Hong Kong: 22 Victoria Street 14th Floor Hamilton HM 12 Yau Lee Centre Bermuda 45 Hoi Yuen Road Kwun Tong Kowloon Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the Meeting is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, at the offices of the Company’s branch share registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above Meeting or any adjournment thereof, should he so wish.

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

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