Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2008

Jul 29, 2008

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 all your shares in Climax International Company Limited, you should at once hand this circular 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 upon the whole or any part of the contents of this circular.

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CLIMAX INTERNATIONAL COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 439)

(1) REFRESHMENT OF SCHEME MANDATE LIMIT

(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(3) RE-ELECTION OF RETIRING DIRECTORS

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2008 annual general meeting of the Company to be held at Suite 303, Festival Walk Tower, 80 Tat Chee Avenue, Kowloon Tong, Hong Kong on Friday, 29 August 2008 at 3: 00 p.m. is set out on pages 14 to 17 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

30 July 2008

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Refreshment of Scheme Mandate Limit under the Share Option Scheme . . . . . . .	4
General mandates to issue and repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Procedures by which a poll may be demanded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II — DIRECTORS PROPOSED TO BE RE-ELECTED . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

‘‘2007 AGM’’ the annual general meeting of the Company held on Friday, 25 January 2008;

• ‘‘2008 AGM’’ the annual general meeting of the Company to be held on Friday, 29 August 2008 at 3: 00 p.m. or any adjournment thereof;

‘‘Board’’ the board of Directors of the Company or a duly authorised committee thereof;

• ‘‘Bye-law(s)’’ bye-laws of the Company;

• ‘‘Companies Act’’ the Companies Act 1981 of Bermuda;

• ‘‘Company’’ Climax International Company Limited, a company incorporated in Bermuda under the Companies Act and the securities of which are listed on the Stock Exchange;

• ‘‘Directors’’ the directors of the Company;

• ‘‘Group’’ the Company and its subsidiaries;

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong;

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

• ‘‘Latest Practicable 21 July 2008, being the latest practicable date for ascertaining Date’’ certain information for inclusion in this circular;

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

• ‘‘Option(s)’’ right(s) to subscribe for Shares, granted pursuant to the Share Option Scheme;

• ‘‘Repurchase Mandate’’ a general mandate proposed to be granted to the Directors at the 2008 AGM to repurchase shares of the Company not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the passing of the relevant resolution granting such mandate;

– 1 –

DEFINITIONS

• ‘‘Scheme Mandate the maximum number of Shares which may be issued upon the Limit’’ exercise of all options to be granted under the Share Option Scheme and any other share option scheme(s) of the Company which shall not exceed 10% of the Shares in issue on the date of the relevant resolution passed at a general meeting of the Company regarding the scheme mandate limit;

‘‘Share(s)’’ share(s) of HK$0.01 each in the capital of the Company; ‘‘Shareholder(s)’’ holder(s) of Shares; ‘‘Share Option Scheme’’ The share option scheme adopted by the Company on 29 August 2002; ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited; ‘‘Takeovers Code’’ the Hong Kong Codes on Takeovers and Mergers and Share Repurchases; and ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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CLIMAX INTERNATIONAL COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 439)

Executive Directors: CHAN Hoi Ling (Chairman) WONG Hin Shek (Chief Executive Officer)

Non-executive Directors: TSE On Po, Vincent TSE On Kin

Independent Non-executive Directors: WONG Yun Kuen LAU Man Tak MAN Kwok Leung

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

Head Office and Principal Place of Business: Suite 303 Festival Walk Tower 80 Tat Chee Avenue Kowloon Tong Hong Kong

30 July 2008

To the Shareholders

Dear Sir or Madam,

(1) REFRESHMENT OF SCHEME MANDATE LIMIT

(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES (3) RE-ELECTION OF RETIRING DIRECTORS AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the 2008 AGM relating to (i) the refreshment of Scheme Mandate Limit; (ii) the grant of general mandates to the Directors to issue and repurchase shares; (iii) the extension of the general mandate to issue securities by the addition of the shares repurchased by the Company under the authority to repurchase shares; (iv) the re-election of retiring Directors; and (v) to give you a notice of the 2008 AGM.

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LETTER FROM THE BOARD

REFRESHMENT OF SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME

The Company adopted the Share Option Scheme on 29 August 2002 and pursuant to the Scheme Mandate Limit refreshed by the ordinary resolution of the Company passed on 25 January 2008, an aggregate of 95,766,113 Shares may be issued upon exercise of Options granted under the Share Option Scheme. Apart from the Share Option Scheme, the Company has no other share option scheme as at the Latest Practicable Date.

The total number of shares which may be issued upon the exercise of all Options of the Company to be granted under the Share Option Scheme and any other schemes of the Company (from time to time) must not in aggregate exceed 10% of the Company’s issued Shares at the date of approval of the limit. Options previously granted under the Share Option Scheme and any other share option schemes of the Company (including Options outstanding, cancelled or lapsed in accordance with the relevant scheme rules or exercised Options) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.

Notwithstanding the foregoing, the maximum number of Shares which may be issued upon exercise of all outstanding Options of the Company, including the Options granted and yet to be exercised under the Share Option Scheme and any other schemes of the Company (from time to time), must not exceed 30% of the relevant class of shares of the Company in issue from time to time.

As at the date of last refreshment of the Scheme Mandate Limit, the total number of Options outstanding was 13,910,422. Since last refreshment of the Scheme Mandate Limit and up to the Latest Practicable Date, the Board has granted in aggregate of 36,000,000 Options to a Director and three consultants of the Company under the existing Scheme Mandate Limit, 2,554,970 Options has lapsed and there were no Options exercised or cancelled during the period. As at the Latest Practicable Date, the total number of Options outstanding is 47,355,452, representing 4.12% of the total number of Shares in issue as at the Latest Practicable Date. Unless the Scheme Mandate Limit is ‘‘refreshed’’, only up to 59,766,113 Shares, representing 5.20% of the total number of Shares in issue as at the Latest Practicable Date, may be granted under the Share Option Scheme.

The Directors have no present intention to grant any further Options under the existing Scheme Mandate Limit prior to the 2008 AGM. As the issued share capital of the Company has been enlarged substantially since the last refreshment of the Scheme Mandate Limit, the Board considers that the refreshment of the Scheme Mandate Limit is in the interests of the Company and the Shareholders as a whole as it enables the Company to grant Options to participants to reward and motivate them to contribute to the future developments and expansion of the Group.

If the Scheme Mandate Limit is refreshed, based on 1,148,661,134 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are issued prior to the 2008 AGM, the Board will be able to grant Options for subscription of up to 114,866,113 Shares, which will not include the Options that are outstanding, cancelled or lapsed as at the 2008 AGM.

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LETTER FROM THE BOARD

The refreshment of the Scheme Mandate Limit is conditional upon (i) the approval by Shareholders at the 2008 AGM and (ii) the approval by the Stock Exchange for the listing of and permission to deal in such number of Shares representing 10% of the Shares in issue as at the 2008 AGM to be issued pursuant to the exercise of the Options to be granted under the Scheme Mandate Limit as refreshed. Application will be made to the Stock Exchange for granting of the listing of and permission to deal in such number of Shares representing 10% of the Shares in issue as at the 2008 AGM to be issued pursuant to the exercise of the Options to be granted under the Scheme Mandate Limit.

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the 2007 AGM, ordinary resolutions were passed for the granting of general mandates to the Directors to issue and repurchase shares of the Company. These general mandates will lapse at the conclusion of the 2008 AGM.

New general mandates to allot, issue or otherwise deal with securities of the Company up to 20% and to repurchase shares of the Company up to 10% respectively of the issued share capital of the Company as at the date of the passing of the resolutions as set out in Resolutions 5 and 6 respectively of the notice of the 2008 AGM will be proposed at the 2008 AGM. As at the Latest Practicable Date, the total number of Shares in issue was 1,148,661,134, representing a paid-up share capital of HK$11,486,611.34. On the basis of the 1,148,661,134 Shares in issue (and assuming no Shares will be issued or repurchased after the Latest Practicable Date and up to the date of the 2008 AGM), the Company would be authorised a maximum of 229,732,226 Shares and 114,866,113 Shares respectively under the new general mandates to allot, issue or otherwise deal with securities of the Company and the Repurchase Mandate during the period in which the new general mandates and Repurchase Mandate remain in force. Resolution authorising the extension of the general mandate to the Directors to include the aggregate nominal amount of such shares (if any) repurchased under the Repurchase Mandate is to be proposed as Resolution 7 at the 2008 AGM.

With reference to the proposed new general mandates, the Board wishes to state that there is no immediate plan to issue or repurchase any shares pursuant to the relevant mandates.

An explanatory statement, as required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate, is set out in Appendix I to this circular. This contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to grant the Repurchase Mandate at the 2008 AGM.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

According to Bye-laws 87(1) and 87(2), at each annual general meeting one-third of the Directors for the time being or, if their number is not a multiple of three, the number nearest to but not greater than one-third, shall retire from office by rotation, provided that every Director shall be subject to retirement by rotation at least once every three year. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire by rotation shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to Bye-law 86(2) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

Dr. Wong Yun Kuen shall retire by rotation at 2008 AGM pursuant to Bye-laws 87(1) and 87(2) and being eligible, offers himself for re-election.

According to Bye-law 86(2), any Director appointed by the Board shall hold office only until the next following annual general meeting and shall be eligible for re-election.

Mr. Lau Man Tak and Mr. Man Kwok Leung, being Directors appointed by the Board after the 2007 AGM, will hold office only until the 2008 AGM pursuant to Bye-law 86(2) and, being eligible, offer themselves for re-election.

A brief biographical details of the retiring Directors proposed to be re-elected at the 2008 AGM are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

A notice convening the 2008 AGM is set out on pages 14 to 17 of this circular. A copy of the 2008 Annual Report of the Company is despatched to the Shareholders together with this Circular.

At the 2008 AGM, resolutions will be proposed to approve the matters explained in this circular.

A proxy form is enclosed with this circular for use at the 2008 AGM. Whether or not you are able to attend the 2008 AGM, you are requested to complete and return the proxy form in accordance with the instructions printed thereon to the Company’s share registrar in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the 2008 AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the 2008 AGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

PROCEDURES BY WHICH A POLL MAY BE DEMANDED

Pursuant to the Bye-law 66 of the Bye-laws of the Company, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (i) the chairman of such meeting; or

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

• (iii) a member or members present in person (or in the case of a member 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 the members having the right to vote at the meeting; or

• (iv) a member or members present in person (or in the case of a member 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.

RECOMMENDATION

The Directors consider that the proposed resolutions for (i) refreshment of Scheme Mandate Limit; (ii) grant of general mandates to the Directors to issue and repurchase shares; (iii) extending the general mandate to issue securities by the addition of the shares repurchased by the Company under the authority to repurchase shares; and (iv) re-election of retiring Directors are in the interests of the Company and the Shareholders and accordingly recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the 2008 AGM.

Yours faithfully, By Order of the Board Climax International Company Limited Wong Hin Shek Executive Director

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APPENDIX I

EXPLANATORY STATEMENT

This appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the 2008 AGM in relation to proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,148,661,134 Shares.

Subject to the passing of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the date of the 2008 AGM, the Company will be allowed to repurchase up to a maximum of 114,866,113 Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from Shareholders to enable the Company to repurchase its shares on the Stock Exchange. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

FUNDING OF REPURCHASE

In repurchasing the Company’s Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association, Bye-laws, the applicable laws of Bermuda and the Listing Rules. Such funds include, but are not limited to, profits available for distribution.

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 Company’s latest audited accounts for the year ended 31 March 2008, in the event that the Repurchase Mandate is exercised in full at any time. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company that in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their associates (as defined in the Listing Rules) have any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company.

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APPENDIX I

EXPLANATORY STATEMENT

No connected persons (as defined in the Listing Rules) 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 by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

EFFECT OF TAKEOVERS CODE

If as a result of a repurchase of shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge of the Directors, First King Holdings Limited is a substantial shareholder (for the purposes of the Listing Rules) of the Company holds 176,000,000 Shares, representing approximately 15.32% of the issued share capital of the Company.

In the event that the Directors exercise in full the power to repurchase the Company’s Shares in accordance with the Repurchase Mandate, the shareholding percentage of First King Holdings Limited in the issued share capital of the Company will be increased to approximately 17.02%. Such increase would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Directors have no intention to exercise the Repurchase Mandate to such extent that the aggregate amount of Shares in public hands would reduce below 25%.

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APPENDIX I

EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Per	Share
	Highest	Lowest
	HK$	HK$
2007
May	0.300	0.165
June	0.385	0.240
July	0.420	0.245
August	Suspended	Suspended
September	Suspended	Suspended
October	Suspended	Suspended
November	Suspended	Suspended
December	Suspended	Suspended
2008
January	Suspended	Suspended
February	Suspended	Suspended
March	0.380	0.147
April	0.234	0.180
May	0.243	0.170
June	0.208	0.157
July (up to the Latest Practicable Date)	0.190	0.160

SHARE REPURCHASE MADE BY THE COMPANY

The Company has not repurchased any Shares during the six months prior to the Latest Practicable Date.

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APPENDIX II

DIRECTORS PROPOSED TO BE RE-ELECTED

The biographical details of the Directors proposed to be re-elected at the 2008 AGM are set out below:

Dr. WONG Yun Kuen, aged 50, is an independent non-executive director and members of the audit committee and remuneration committee of the Company. He received his Ph.D. degree from Harvard University, and was a ‘‘Distinguished Visiting Scholar’’ in finance at Wharton School of the University of Pennsylvania. Dr. Wong has worked in financial industries in the United States and Hong Kong for more than 10 years, and has considerable experience in Corporate Finance, Investment and Derivative Products. He is a member of Hong Kong Securities Institute.

Dr. Wong is also an executive director of UBA Investments Limited (Stock Code: 768), and an independent non-executive director of Grand Field Group Holdings Limited (Stock Code: 115), Harmony Asset Limited (Stock Code: 428), Bauhaus International (Holdings) Limited (Stock Code: 483), Challenger Group Holdings Limited (Stock Code: 8203), China Yunnan Tin Minerals Group Company Limited (Stock Code: 263), Superb Summit International Timber Company Limited (Stock Code: 1228), Kong Sun Holdings Limited (Stock Code: 295), ProSticks International Holdings Limited (Stock Code: 8055) and Golden Resorts Group Limited (Stock Code: 1031). Dr. Wong was also an independent non-executive director of Apex Capital Limited, formerly named Haywood Investment Limited (Stock Code: 905).

Save as disclosed above, Dr. Wong did not hold any other directorship in other public listed companies during the past three years. Dr. Wong does not hold any other position with the Company or its subsidiaries. Dr. Wong does not have any other relationship with any other directors, senior management or substantial shareholders or controlling shareholders of the Company. At the Latest Practicable Date, Dr. Wong does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

There is no service contract entered into between Dr. Wong and the Company in relation to his appointment as an independent non-executive director of the Company. The director fee of Dr. Wong is HK$5,000 per month from the date of his appointment. The emolument of Dr. Wong has been determined by the Remuneration Committee of the Company with reference to his position, his level of responsibilities, remuneration policy of the Company and the prevailing market conditions. Dr. Wong is appointed for a specific term from 1 January 2008 to 31 December 2008 but subject to retirement by rotation and reelection at the annual general meetings of the Company in accordance with the Bye-laws of the Company.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

Mr. LAU Man Tak, aged 38, is an independent non-executive director and the chairman of the audit committee and remuneration committee of the Company. He graduated from Hong Kong Polytechnic University with a Bachelor Degree in Accountancy. Mr. Lau has more than 15 years of finance, accounting and auditing

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APPENDIX II

DIRECTORS PROPOSED TO BE RE-ELECTED

experiences. Mr. Lau is a fellow member of the Association of Chartered Certified Accountants in the United Kingdom and an associate member of the Hong Kong Institute of Certified Public Accountants. He is also a member of the Hong Kong Securities Institute.

Mr. Lau is currently an executive director of Warderly International Holdings Limited (Stock code: 607) and an independent non-executive director of Golden Resorts Group Limited (Stock code: 1031). Mr. Lau was also a former executive director of Solartech International Holdings Limited (Stock code: 1166) from 2002 to 2007, Hua Yi Copper Holdings Limited (Stock code: 559) from 2004 to 2007 and Premium Land Limited (Stock code: 164) from 2001 to 2005 and an independent non-executive director of Hong Kong Health Check and Laboratory Holdings Company Limited (Stock Code: 397) from 2003 to 2006.

Save as disclosed above, Mr. Lau does not hold any other position with the Company or its subsidiaries, nor has he held any directorship in other listed public companies in the past three years. He does not have any relationship with other directors, senior management, substantial or controlling shareholders of the Company. At the Latest Practicable Date, Mr. Lau does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

There is no service contract entered into between Mr. Lau and the Company in relation to his appointment as an independent non-executive director of the Company. The director fee of Mr. Lau is HK$5,000 per month from the date of his appointment. The emolument of Mr. Lau has been recommended by the remuneration committee of the Company and determined by the Board with reference to his position and level of responsibilities, the remuneration policy of the Company and the prevailing market conditions. Mr. Lau is appointed for a specific term from 27 March 2008 to 31 December 2008 but subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws of the Company.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

Mr. MAN Kwok Leung, aged 62, is an independent non-executive director and members of the audit committee and remuneration committee of the Company. He is a solicitor of the High Court of Hong Kong and a civil celebrant of marriages. Mr. Man has extensive experience in the legal practice. He had been appointed by Xinhua News Agency as a district advisor from 1995 to 1997. He is currently appointed as a director of Apleichau Kai Fong Primary School, the deputy chairman of Apleichau Kai Fong Welfare Association, the secretary of Apleichau Promotion of Tourism Association and the honorary legal advisor of Junior Police Officers’ Association.

Mr. Man does not hold any other position with the Company or its subsidiaries, nor has he held any directorship in other listed public companies in the past three years. He does not have any relationship with other directors, senior management, substantial or controlling shareholders of the Company. At the Latest Practicable Date, Mr. Man does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

– 12 –

APPENDIX II

DIRECTORS PROPOSED TO BE RE-ELECTED

There is no service contract entered into between Mr. Man and the Company in relation to his appointment as an independent non-executive director of the Company. The director fee of Mr. Man is HK$5,000 per month from the date of his appointment. The emolument of Mr. Man has been recommended by the remuneration committee of the Company and determined by the Board with reference to his position and level of responsibilities, the remuneration policy of the Company and the prevailing market conditions. Mr. Man is appointed for a specific term from 13 May 2008 to 31 December 2008 but subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws of the Company.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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CLIMAX INTERNATIONAL COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 439)

NOTICE IS HEREBY GIVEN that the annual general meeting of Climax International Company Limited (the ‘‘Company’’) will be held at Suite 303, Festival Walk Tower, 80 Tat Chee Avenue, Kowloon Tong, Hong Kong on Friday, 29 August 2008 at 3: 00 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 March 2008.

2. To re-elect directors and to authorise the board of directors to fix the remuneration of the directors for the ensuing year.

3. To re-appoint auditors and to authorise the board of directors to fix their remuneration.

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

1. ‘‘THAT pursuant to the share option scheme (the ‘‘Scheme’’) adopted by the Company on 29 August 2002, the total number of shares of HK$0.01 each in the share capital of the Company which may be issued upon exercise of all options to be granted under the Scheme and any other share option schemes of the Company (excluding options previously granted under the Scheme, the previous share option scheme and any other share option schemes of the Company (including options outstanding, cancelled or lapsed in accordance with the relevant scheme rules or exercised options)) be and is hereby subject to a maximum limit equal to 10% of the total number of issued shares of the Company as at the date of the passing of this Resolution (the ‘‘Refreshed Scheme Mandate Limit’’); and that the directors of the Company be and are hereby unconditionally authorised to grant options to subscribe for shares up to the Refreshed Scheme Mandate Limit and to exercise all the powers of the Company to allot, issue and deal with the shares pursuant to the exercise of such options.’’

2. ‘‘THAT:

3. (a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company (‘‘Directors’’) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares (‘‘Shares’’) of the Company or securities convertible into Shares, options, warrants, or similar rights to subscribe for any Shares,

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

• (b) the approval given in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which 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 given in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the subscription or conversion rights attaching to any warrants or any securities issued by the Company which are convertible into Shares; (iii) the exercise of any options granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of options to subscribe for, or rights to acquire Shares; or (iv) 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 bye-laws of the Company from time to time, shall not in aggregate exceed 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution:

‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earlier 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 bye-laws of the Company or any applicable laws of Bermuda to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in the general meeting.

‘‘Rights Issue’’ means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or

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obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company).’’

1. ‘‘THAT:

2. (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its shares subject to and in accordance with all applicable laws and the requirements of The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of shares to be repurchased by the Company pursuant to paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution, and the said approval shall be limited accordingly; and

4. (c) for the purpose of this Resolution:

‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earlier 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 bye-laws of the Company or any applicable laws of Bermuda to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in the general meeting.’’

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1. ‘‘THAT conditional upon the passing of Resolutions 5 and 6 above, the general mandate granted to the Directors to allot, issue or otherwise deal with securities pursuant to Resolution 5 above be and is hereby extended by the addition thereto an amount representing the aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to Resolution 6 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution.’’

By Order of the Board Climax International Company Limited Wong Hin Shek Executive Director

Hong Kong, 30 July 2008

Notes:

1. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote on his behalf. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend in his stead.

2. The enclosed proxy form and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of authority shall be deposited at the Company’s branch share registrar, in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Delivery of any instrument of proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument of proxy shall be deemed to be revoked.

3. Where there are joint holders of any share, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such Shares as if he was solely entitled thereto, but if more than one of such joint holders is present at any meeting 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, and for this purpose seniority shall be determined by the order in which the name stands first on the register of members of the Company in respect of the joint holding. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.

4. The enclosed proxy form must be signed by the appointer or by 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 persons authorised to sign the same.

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