Goldstream Investment Limited — Proxy Solicitation & Information Statement 2009

Oct 15, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Imagi International Holdings Limited , you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale 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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(Incorporated in Bermuda with limited liability) (Stock Code: 00585)

PROPOSED RE-ELECTION OF DIRECTORS, PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Imagi International Holdings Limited to be held at 2/F, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong at 3:00 p.m. on Tuesday, 17 November 2009 is set out on pages 17 to 21 of this circular. A form of proxy is also enclosed.

Whether or not you are able to attend the annual general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the annual general meeting or any adjourned meeting should you so wish.

16 October 2009

* for identification purpose only

CONTENTS

	Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Procedure for Demanding a Poll at a General Meeting
of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Information on Directors for Re-election . . . . . . . . . . . . . . . . . .	7
Appendix II – Explanatory Statement on Proposed Repurchase Mandate . . . .	14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

RESPONSIBILITY STATEMENT

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.

– ii –

DEFINITIONS

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

• “AGM Notice”

• notice of the Annual General Meeting which is set out on pages 17 to 21 of this circular

• “Annual General Meeting”

• the annual general meeting of the Company to be held at 2/F, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong at 3:00 p.m. on Tuesday, 17 November 2009, to consider and, if appropriate, to approve the ordinary resolutions set out in the AGM Notice or any adjourned meeting thereof

• “associate(s)” has the same meaning ascribed thereto in the Listing Rules

• “Board” the board of Directors

• “Bye-Laws” the existing bye-laws of the Company

• “Companies Ordinance” the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

• “Company”

• Imagi International Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Stock Exchange

• “Directors”

• the directors of the Company

• “Directors for Re-election”

• Mr. William Montgomerie Courtauld, Mr. Phoon Chiong Kit, Mr. Paul Steven Serfaty, Mr. Richard Arthur Witts and Ms. Ting Chuk Kwan

• “Existing Issue Mandate”

• a general mandate granted to the Directors at the special general meeting of the Company held on 30 July 2009 to allot, issue or otherwise deal with Shares up to 20% of the aggregate nominal amount of the issued share capital of the Company as at 30 July 2009

• “Existing Repurchase Mandate”

• a general mandate granted to the Directors at the 2008 AGM to repurchase Shares up to 10% of the aggregate nominal amount of the issued share capital of the Company as at 29 August 2008

• “Group”

the Company and its subsidiaries

• “Hong Kong”

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

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DEFINITIONS

• “Latest Practicable Date”

• 13 October 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Proposed Issue Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue or otherwise deal with Shares up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of relevant resolution granting such proposed issue mandate

• “Proposed Repurchase Mandate”

• a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of relevant resolution granting such proposed repurchase mandate

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

• “Share(s)”

• the ordinary share(s) of a nominal value of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%”

• per cent

• “2008 AGM” the annual general meeting of the Company held on 29 August 2008

• “2008 General Mandate”

• the general mandate granted to the Directors by the Shareholders at the 2008 AGM to issue, allot and otherwise to deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of the passing of the relevant resolution (i.e., up to 327,610,770 Shares)

“30 July SGM” the special general meeting of the Company held on 30 July 2009

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00585)

Executive Directors: Ms. Ting Chuk Kwan (Acting Chief Executive Officer) Mr. Phoon Chiong Kit (Deputy Chairman) Mr. William Montgomerie Courtauld

Registered office: Rosebank Centre 11 Bermudiana Road Pembroke Bermuda

Non-executive Director: Mr. Paul Steven Serfaty

Independent non-executive Directors: Mr. Richard Arthur Witts (Chairman) Mr. Ng See Yuen Mr. Oh Kok Chi

Head office and principal place of business in Hong Kong : 23rd Floor Eight Commercial Tower 8 Sun Yip Street Chai Wan Hong Kong

16 October 2009

To the Shareholders and for information only, holders of share options and convertible notes of the Company

Dear Sir or Madam,

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

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of, among other matters, the ordinary resolutions to be proposed at the Annual General Meeting for the approval of (a) proposed re-election of Directors; (b) the grant of the Proposed Issue Mandate (including the extension of the Proposed Issue Mandate to issue Shares by adding to it the aggregate number of the issued Shares repurchased under the Proposed Repurchase Mandate); and (c) the grant of the Proposed Repurchase Mandate.

* for identification purpose only

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LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to Bye-law 87(1) of the Bye-Laws, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation. Every Director, whether or not appointed for a specific term, shall be subject to retirement by rotation at least one every three years. Accordingly, at the Annual General Meeting, Mr. William Montgomerie Courtauld, Mr. Phoon Chiong Kit, Mr. Paul Steven Serfaty, Mr. Richard Arthur Witts and Ms. Ting Chuk Kwan shall retire from office at the Annual General Meeting pursuant to the Bye-Laws and the requirements of the Listing Rules and shall be eligible for re-election. Brief biography of each of these Directors for Re-election is set out in Appendix I to this circular.

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the 2008 AGM, ordinary resolutions were passed to grant the 2008 General Mandate and the Existing Repurchase Mandate to the Directors.

At the 30 July SGM, the 2008 General Mandate was refreshed to allow the Directors to allot, issue or otherwise deal with up to a maximum 392,190,770 Shares, representing 20% of the issued share capital of the Company as at 30 July 2009. Since the granting of the Existing General Mandate to the Latest Practicable Date, the Existing General Mandate to issue and allot Shares had not been utilised. There has been no refreshment of the Existing General Mandate since the 30 July SGM.

In accordance with the provisions of the Listing Rules and the terms of the Existing Issue Mandate and the Existing Repurchase Mandate, the Existing Issue Mandate and the Existing Repurchase Mandate shall lapse if, among other matters, they are revoked or varied by ordinary resolution of the Shareholders in general meeting.

At the Annual General Meeting, ordinary resolutions set out as resolutions (1) and (2) in item 4 of the AGM Notice will be proposed to approve the Proposed Issue Mandate and the Proposed Repurchase Mandate, respectively. An ordinary resolution set out as resolution (3) in item 4 of the AGM Notice will also be proposed at the Annual General Meeting to extend the Proposed Issue Mandate by adding to it the number of Shares repurchased under the Proposed Repurchase Mandate in order to provide flexibility for issuing new Shares when it is in the interests of the Company. The Proposed Issue Mandate and the Proposed Repurchase Mandate, if granted, shall remain effective from the date of passing such resolutions until the earliest of (i) the conclusion of the next annual general meeting following the passing of the said resolutions; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws of Bermuda or the Listing Rules; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company. The Existing Issue Mandate and Existing Repurchase Mandate will lapse at the conclusion of the Annual General Meeting. With reference to the Proposed Issue Mandate and the Proposed Repurchase Mandate, the Directors wish to state that they have no immediate plans to issue or repurchase any Shares pursuant thereto.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the number of Shares in issue was 3,601,518,384 Shares. Subject to the passing of the resolution granting the Proposed Issue Mandate and on the basis that no further Shares will be issued or repurchased before the Annual General Meeting, the Company will be allowed to issue a maximum of 720,303,676 Shares upon exercise of the Proposed Issue Mandate in full, and assuming the Proposed Repurchase Mandate is not exercised.

Subject to the passing of the resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares will be issued or repurchased before the Annual General Meeting, the Company will be allowed to make or agree to make repurchases up to a maximum of 360,151,838 Shares upon exercise of the Proposed Repurchase Mandate in full.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Proposed Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the Annual General Meeting.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 2/F, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong at 3:00 p.m. on Tuesday, 17 November 2009 is set out on pages 17 to 21 of this circular.

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy and return it to the office of the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting. Completion and return of the form of proxy will not prevent you from attending and voting at the Annual General Meeting or any adjourned meeting should you so wish.

In line with Rule 13.39 of the Listing Rules whereby any vote of Shareholders at a general meeting must be taken by poll, the chairman of the Annual General Meeting will demand a poll for all resolutions put forward thereat.

PROCEDURE FOR DEMANDING A POLL AT A GENERAL MEETING OF THE COMPANY

Pursuant to Bye-Law 66 of the Bye-Laws, at any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands 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:

• (a) by the Chairman of the meeting; or

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LETTER FROM THE BOARD

• (b) by 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

• (c) by a 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 aid Shareholders having the right to vote at the meeting; or

• (d) by a 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.

The votes to be taken at the Annual General Meeting would be taken on a poll, the results of which will be announced after the Annual General Meeting.

RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for approval of (a) the proposed re-election of Directors; (b) the grant of the Proposed Issue Mandate (including the extension of the Proposed Issue Mandate to issue Shares by adding to it the aggregate number of the Shares repurchased under the Proposed Repurchase Mandate); and (c) the grant of the Proposed Repurchase Mandate are in line with the requirements under the Listing Rules and in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the ordinary resolutions as set out in the AGM Notice.

GENERAL INFORMATION

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

Yours faithfully, For and on behalf of

Imagi International Holdings Limited Mr. Richard Arthur Witts Chairman

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APPENDIX I

INFORMATION ON DIRECTORS FOR RE-ELECTION

This appendix sets out the information, as required to be disclosed by the Listing Rules, on the Directors for Re-election proposed to be re-elected at the Annual General Meeting.

Mr. William Montgomerie Courtauld (“Mr. Courtauld”) , aged 66, an executive Director. Pursuant to the announcement of the Company dated 23 September 2009, Mr. Courtauld will be re-designated as a non-executive Director. Mr. Courtauld’s re-designation as non-executive Director will take effect from 24 October 2009. Mr. Courtauld was educated in the United Kingdom at Eton College and then at Trinity College, Cambridge where he graduated with a 2:1 honours degree in History.

Mr. Courtauld trained in investment research and corporate finance in London and New York prior to moving to Asia where he has lived and worked since 1976. Since then, he started, managed and/or directed successful businesses in all the key economies of the Asia Pacific region – primarily as an executive of Jardine Matheson & Co. Limited and, for nearly a decade, an executive director of Jardine Pacific Limited. Following that, he served as Managing Director of Kleinwort Benson Asia Limited and as Chief Executive of the Asian insurance business of the Fortis Group. He now has his own business which works with smaller companies in Hong Kong and mainland China. He has done business in and with the People’s Republic of China since 1979 where he developed several major joint ventures. He has served on the boards of several listed companies including Beauforte Investors Corporation (2006-2007) and is currently a director of Witan Pacific Investment Trust PLC which invests exclusively in the Asia Pacific region. He is a former Chairman of the British Chamber of Commerce in Hong Kong.

Save as disclosed above, Mr. Courtauld has not held any directorships in the three years immediately preceding the Latest Practicable Date in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Courtauld has entered into service agreement with the Company in relation to his appointment as the Acting Chief Executive Officer (“ Acting CEO ”) for the term from 9 May 2009 to 31 December 2009. Pursuant to his service agreement, he is entitled to receive (i) US$25,000 per month (or in Hong Kong dollar equivalent); and (ii) a share grant involving the alloment and issue of 1,000,000 fully-paid up Shares for each month of service during the term of the service agreement. The allotment and issue of the Shares to Mr. Courtauld pursuant to the aforesaid share grant is subject to the satisfaction of the following conditions: (a) the compliance with all relevant requirements of the Listing Rules to which the Company is subject (including without limitation, the approval of the independent Shareholders); (b) the Company obtaining all third-party consents or waivers with respect to any restriction on the Company implementing the share grant; and (c) the Company complying with the all applicable laws and regulations to which it is subject with respect to the share grant, including without limitation any restriction under the Bye-Laws. Mr. Courtauld’s emolument is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions. Save as disclosed above, Mr. Courtauld is not entitled to any other emolument for holding his office as executive Director. In recognition that Mr. Courtauld has served as a non-executive director of the Company prior to his appointment as an executive director, the annual fee for non-executive directors will be pro-rated to reflect Mr. Courtauld’s service to the Company prior to his serving as Acting CEO. Both the cash payment and the

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APPENDIX I

INFORMATION ON DIRECTORS FOR RE-ELECTION

Shares to be issued under the share grant shall be prorated to reflect the number of actual days’ service where less than a full month has been served. Please refer to the announcement of the Company dated 24 August 2009 for further details of the service agreement and the share grant.

Mr. Courtauld does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company except for as disclosed herein and his position as the Chief Executive Officer and controlling shareholder of Proactive Investment Partners Asia Limited (“ PIPA ”).

As at the Latest Practicable Date, Mr. Courtauld had interests in 12,170,085 shares of the Company through PIPA and share options were granted to Mr. Courtauld for subscription of 2,000,000 Shares. Save as disclosed above, as at the Latest Practicable Date, Mr. Courtauld did not have any other interests in shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there are no other matters relating to the re-election of Mr. Courtauld that need to be brought to the attention of the Shareholders.

Mr. Phoon Chiong Kit (“Mr. Phoon”) , aged 57, is Deputy Chairman, an executive Director and a member of the remuneration committee of the Company. Mr. Phoon graduated from the University of Singapore and holds a Degree in Business Administration. He is presently Executive Director of and the Head of Private Equity Investments at Winnington Capital.

Mr. Phoon is a specialist investment banker and has a successful record in reorganizing and turning around companies in Hong Kong and South East Asia, including most recently, Golden Harvest Entertainment Holdings Ltd., the leading Chinese film entertainment group in Asia. He was Managing Director at Golden Harvest Entertainment Holdings Ltd. until December 2007.

Mr. Phoon was a banking director at Singapore International Merchant Bankers Ltd., now known as Schroders Singapore Ltd. Other notable transactions include the restructuring of Associated Hotels Ltd. in 1986; the recovery of the Ka Wah Bank loan portfolio on behalf of the HK Monetary Affairs Board as member of the Special Asset Section in 1989.

Save as disclosed above, Mr. Phoon did not hold any other directorships in the three years immediately preceding the Latest Practicable Date in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

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APPENDIX I

INFORMATION ON DIRECTORS FOR RE-ELECTION

The Board has conditionally agreed pursuant to the grant letter dated 21 August 2009 that his remuneration shall include a share grant involving the allotment and issue of a fixed amount of 2,000,000 fully-paid up Shares. Mr. Phoon has not entered into any service agreement with the Company. The allotment and issue of the Shares to Mr. Phoon pursuant to the share grant is subject to the satisfaction of the following conditions: (a) the compliance with all relevant requirements of the Listing Rules to which the Company is subject (including without limitation, the approval of the independent Shareholders); (b) the Company obtaining all third-party consents or waivers with respect to any restriction on the Company implementing the share grant and; (c) the Company complying with the all applicable laws and regulations to which it is subject with respect to the share grant, including without limitation any restriction under the Bye-Laws. Mr. Phoon’s emolument is determined by the Board with reference to his duties, responsibilities and experiences with the Company and the prevailing market conditions. Save for the above director’s fee and the conditional share grant, there is no other remuneration for holding his office as Deputy Chairman, executive Director and a member of the remuneration committee of the Company. Please refer to the announcement of the Company dated 24 August 2009 for further details of the share grant.

Save as disclosed above, Mr. Phoon does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, share options were granted to Mr. Phoon for subscription of 10,000,000 Shares. Save as disclosed above, as at the Latest Practicable Date, Mr. Phoon did not have any other interests in shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there are no other matters relating to the re-election of Mr. Phoon that need to be brought to the attention of the Shareholders.

Mr. Paul Steven Serfaty (“Mr. Serfaty”) , aged 56, is a non-executive Director and a member of the audit committee of the Company. Mr. Serfaty became a barrister in 1975. He was educated at the French Lycee in London and at Trinity College, Cambridge, where he took his MA and LLB (now LLM) degrees. Mr. Serfaty first worked in Hong Kong in 1975 and has lived here permanently since 1988. He has established, built and managed commercial and investment banking business units in London, Tokyo, Hong Kong, Sydney and Bombay. He has held executive and non-executive directorships in non-financial companies engaged in primarily service sector businesses.

From 1977 to 1981 he was at Chase Manhattan Bank, London, responsible for major UK corporate accounts. From 1981 to 1987 he was at Creditanstalt, London Branch, as Assistant General Manager developing its international corporate business, including Asia, in 1987-1988 he set up the office of Creditanstalt, Tokyo, and was its Chief Representative, and in 1988-1989 he established Creditanstalt, Hong Kong, before leaving in 1990 to establish a strategic consultancy specializing in financial markets strategy that was sold to Booz Allen & Hamilton. He subsequently became General Manager of Creditanstalt in 1997, after being invited back to manage its merger with Bank Austria. He held that position and its successor position within Bank Austria until the acquisition of Bank Austria by HVB in 2001.

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APPENDIX I

INFORMATION ON DIRECTORS FOR RE-ELECTION

His investment banking was focused on Asian Capital Partners where he was a director from 1994 to 1997 and again from 2001 to 2005. During this period he served on the board of Australian stockbroker Burdett, Buckeridge and Young; from 1994 to 1995; as a director of The First Vladivostok Fund, LDC (an unlisted private equity fund) from 1995 to 1997; as a director of Vietnam Enterprise Investments Ltd. (a Dublin-listed investment fund) from 1995-2005; and from 2004 to 2005 as a director of Hong Kong-listed VXL Limited.

Since 2007, he has been Head of Legal & Compliance at Winnington Capital, an investment advisor, where he is currently an Executive Director.

Save as disclosed above, Mr. Serfaty has not held any directorships in the three years preceding the Latest Practicable Date in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Serfaty has not entered into any service agreement with the Company. He is subject to retirement by rotation at least once every three years and in accordance with the Bye-Laws. He is entitled to receive a director’s fee in the sum of US$50,000 per annum plus US$1,000 per board meeting to be attended, which is determined by the Board with reference to the director’s fee payable to the other non-executive directors of the Company in the prevailing market conditions. Save for the above director’s fee, there is no other remuneration for holding his office as a non-executive director and a member of the audit committee of the Company. Mr. Serfaty will waive his directors’ fees, and will transfer any other remuneration that may be accorded him to certain funds managed by Winnington Capital Limited.

Mr. Serfaty does not have any relationship with any other directors, senior management or controlling shareholders of the Company other than as disclosed herein and his employment by Winnington Capital Limited, an investment advisor to two funds, Trophy Fund and Trophy LV Fund, which together have substantial shareholdings in the Company.

Save as disclosed above, Mr. Serfaty did not have any other interests in shares of the Company within the meaning of Part XV of SFO.

Save as disclosed above, there is no information which is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules, and there are no other matters relating to the re-election of Mr. Serfaty that need to be brought to the attention of the Shareholders.

Mr. Richard Arthur Witts (“Mr. Witts”) , aged 66, is the Chairman, an independent non-executive Director, and a member of the remuneration committee of the Company. Save as disclosed above, Mr. Witts has not held any directorships in the three years immediately preceding the Latest Practicable Date in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

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APPENDIX I

INFORMATION ON DIRECTORS FOR RE-ELECTION

Mr. Witts is a fellow of the Institute of Chartered Accountants in England and Wales. Mr. Witts has lived and worked in Hong Kong since 1970. From 1973 to 1981, he was the secretary and general manager of the Stock Exchange. Mr. Witts then entered stockbroking with Jardine Fleming from 1982 until 1987. He was subsequently managing director of Schroder Securities (Hong Kong) Limited from 1987 until 1991 and managing director of United Mok Ying Kie Limited from 1991 until 2000. Mr. Witts has been working from 2000, until recently, with member firm of the Stock Exchange, CLSA Limited. At intermittent times, Mr. Witts served on the Council of the Stock Exchange during the period 1982 to 1995. He also served on the Listing Committee of the Stock Exchange of Hong Kong Limited for the three years ended November 1996.

Mr. Witts has not entered into any service agreement with the Company. He is subject to retirement by rotation at least once every three years and in accordance with the Bye-Laws. He is entitled to receive a director’s fee in the sum of US$10,000 per month, which is determined by the Board with reference to the duties and responsibilities with the Company as well as the director’s fee payable to the other independent non-executive directors of the Company in the prevailing market conditions. Save for the above director’s fee, there is no other remuneration for holding his office as an independent non-executive director of the Company.

Save as disclosed above, Mr. Witts does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Witts had a beneficial interest in 1,250,000 Shares, representing approximately 0.03% of the issued share capital of the Company. Share options were granted to Mr. Witts for subscription of 4,000,000 Shares. Save as disclosed above, as at the Latest Practicable Date, Mr. Witts did not have any other interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there are no other matters relating to the re-election of Mr. Witts that need to be brought to the attention of the Shareholders.

Ms. Ting Chuk Kwan (“Ms. Ting”) , aged 45, is an executive Director and Acting CEO of the Company. Ms. Ting graduated from the University of Oxford and holds a Bachelors degree in Mathematics and a Masters of Arts degree. She also obtained a postgraduate diploma in French Literature from the University of Sorbonne, Paris.

Ms. Ting is an independent investor and adviser, specializing in investment opportunities emerging from contemporary Chinese cultural rejuvenation. She was a Managing Director at Goldman Sachs, and worked in the firm’s Hong Kong office from 1998 to 2005. Prior to that, she was a Vice President at JP Morgan in Hong Kong from 1993 to 1998. For nearly twenty years, she led equity research teams to cover Asian equity markets, with a focus on the real estate sector in Hong Kong and China as well as manufacturing and retailing. She was consistently top ranked by Institutional Investors (II) and Institutional Investors’ Alpha, among others. She also led research teams to participate in large-scale IPO transactions, including Hong Kong’s two government privatizations: The Link REIT (US$3 billion global offering in 2004) and The Mass Transit

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APPENDIX I

INFORMATION ON DIRECTORS FOR RE-ELECTION

Railway Corporation (US$1 billion global offering in 2000), among others. During her career as an investment analyst, she focused on firstly, fundamental company analysis, paying particular attention to issuers’ financial performance and discipline, and secondly, emerging economic and governmental issues that provided context for opportunities and risks, focusing on Hong Kong’s structural changes and integration with the Mainland, and China’s evolution from public sector to private sector, and consequences of its interaction with the global economy.

Save as disclosed above, Ms. Ting did not hold any other directorships in the three years immediately preceding the Latest Practicable Date in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Ms. Ting has entered into a service agreement with the Company. She is entitled to receive a remuneration in the sum of HK$450,000 per month, which is determined by the Board with reference to her performance and her duties, responsibilities, experiences and the prevailing market conditions. Save for the above remuneration, there is no other remuneration for holding her office as an executive Director and Acting CEO of the Company.

Save as disclosed above, Ms. Ting does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, share options were granted to Ms. Ting for subscription of 2,000,000 Shares. Save as disclosed above, as at the Latest Practicable Date, Ms. Ting did not have any other interests in shares of the Company within the meaning of Part XV of the SFO.

The Securities and Futures Commission (the “ SFC ”) publicly reprimanded Ms. Ting on 17 June 2003. The reprimand stemmed from an investigation carried out by the SFC into the trading in the shares of New World Development Company Limited (“ NWD ”) before and after the release of its interim results on 15 March 2001. It was found that, on 13 March 2001, NWD guided Ms. Ting, who was an investment analyst specialising in the Hong Kong property market at Goldman Sachs (Asia) LLC (“ Goldman Sachs ”) at the time, to reduce her interim profit estimate for NWD (the “ Information ”).

After obtaining express confirmation from Goldman Sach’s compliance division that it would be in compliance with the internal policies of Goldman Sachs to do so and on her understanding that the same Information was communicated by NWD to investment analysts of other Hong Kong investment banks on the same day who also distributed the Information in their published research notes, Ms. Ting , disseminated the Information in an internal broadcast and referenced NWD as the source of the Information in a research note. There has been no suggestion that any transaction in the shares of NWD was ever entered into as a result of the dissemination of the Information. The SFC investigated the event and expressly stipulated in its statement that Ms. Ting was unaware that the Information was price-sensitive and non-public at the time of the dissemination of the Information and did not act dishonestly in the circumstances. Ms. Ting fully cooperated and provided full information to the SFC throughout its investigation. However, as the SFC found that the disclosure of such Information in the internal broadcast was not acting

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APPENDIX I INFORMATION ON DIRECTORS FOR RE-ELECTION

fairly to other members of the investing public who were not aware of the Information and issued a public reprimand . The SFC neither altered nor imposed conditions on her SFC licensing and registration eligibility, which reflected the minimum level of culpability on Ms. Ting’s part. Please refer to the announcement of the Company dated 15 October 2009 for further details.

Ms. Ting has confirmed that save as disclosed above, there has never been any other regulatory actions, including but not limited to suspension of licence, public or private reprimand, warning letters etc. against her or any of those companies (both private and public companies) in which Ms. Ting is presently serving and/or in which she has served as a director during the period of her directorship.

Save as disclosed above, there is no information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there are no other matters relating to the re-election of Ms. Ting that need to be brought to the attention of the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT ON PROPOSED REPURCHASE MANDATE

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 view on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the Proposed Repurchase Mandate.

(1) SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue was 3,601,518,384 Shares. Subject to the passing of the resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares will be issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 360,151,838 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.

(2) SOURCE OF FUNDS

Repurchases must be funded out of fund legally available for such purpose and in accordance with the bye-laws of the Company and the laws of Bermuda, the jurisdiction in which the Company was incorporated and the Listing Rules.

(3) REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. 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 or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the general mandate to repurchase Shares were to be exercised in full at the currently prevailing market value, it would have a material adverse impact on the working capital position and gearing position of the Company, as compared with the positions disclosed in the annual report of the Company for the financial year ended 31 March 2009, being the date to which the latest published accounts of the Company were made up. The Directors do not propose to exercise the mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX II EXPLANATORY STATEMENT ON PROPOSED REPURCHASE MANDATE

(4) SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the twelve months immediately preceding the Latest Practicable Date:

	Highest	Lowest
Month	trading price	trading price
	HK$	HK$
2008
August	0.59	0.45
September	0.58	0.32
October	0.39	0.19
November	0.34	0.23
December	0.41	0.27
2009
January	0.41	0.32
February	–	–
March	–	–
April	–	–
May	0.55	0.38
June	0.62	0.37
July	0.56	0.43
August	0.48	0.28
September	0.57	0.40
October (up to and including
the Latest Practicable Date)	0.485	0.365

(5) GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their associates currently intends to sell any Shares to the Company or its subsidiaries in the event that the Proposed Repurchase Mandate has been approved.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Proposed Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda, as well as the regulations set out in the Bye-Laws.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Proposed Repurchase Mandate has been approved.

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APPENDIX II EXPLANATORY STATEMENT ON PROPOSED REPURCHASE MANDATE

If as a result of a share repurchase by the Company, 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 group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, 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 and so far as was known to the Directors, Winnington Capital Limited and parties acting in concert (as defined in the Takeovers Code) with it were interested in a total of 1,124,040,373 Shares, representing approximately 31.21% of the issued share capital of the Company. In the event that the Directors were to exercise the Proposed Repurchase Mandate in full, the shareholdings of Winnington Capital Limited and parties acting in concert (as defined in the Takeovers Code) with him in the Company would be increased to approximately 34.68% of the issued share capital of the Company as reduced by the exercise of the Proposed Repurchase Mandate in full. As a result of such increase, Winnington Capital Limited and parties acting in concert with it may be required give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors have no present intention to exercise the Proposed Repurchase Mandate to such extent as would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code or result in the number of listed Shares which are held by public falling below the minimum prescribed public float requirement by the Listing Rules. Save as disclosed, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any purchase to be made under the Proposed Repurchase Mandate.

The Company and its subsidiaries had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00585)

NOTICE IS HEREBY GIVEN that an annual general meeting of the Imagi International Holdings Limited (the “ Company ”) will be held at 2/F, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong at 3:00 p.m. on Tuesday, 17 November 2009 (or an adjournment thereof) for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 March 2009;

2. To re-elect retiring directors of the Company who offer themselves for re-election and to authorise the board of directors to fix their remuneration;

3. To re-appoint Deloitte Touche Tohmatsu as the auditors of the Company and to authorise the board of directors to fix their remuneration; and

4. To consider and, if thought fit, passing with or without modification, the following resolutions as Ordinary Resolutions of the Company:

5. (1) “ THAT :

   • (a) subject to paragraph (c) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company (the “ Shares ”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

* for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

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

• (i) a Rights Issue (as hereinafter defined);

• (ii) the exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;

• (iii) the exercise of any options granted under all option schemes or similar arrangement of the Company 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 Shares or right to acquire Shares;

• (iv) any scrip dividend or similar arrangements 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;

shall not exceed 20% of the aggregate nominal amount 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;

• (d) any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (e) for the purpose of this Resolution:

“ Relevant Period ” means the period from the passing of this Resolution until whichever 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 law or the bye-laws of the Company to be held; or

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

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NOTICE OF ANNUAL 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 or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the 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, any recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

(2) “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the Shares may be listed and recognized for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases, and subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount 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;

• (c) any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (d) for the purpose of this Resolution, “ Relevant Period ” means the period from the passing of this Resolution until whichever 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 law or the bye-laws of the Company to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

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

• (3) “ THAT conditional upon the passing of the resolutions set out as Resolutions (1) and (2) in item 4 of the notice of this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution set out as Resolution (1) in item 4 of the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution set out as Resolution (2) in item 4 of the notice convening this meeting, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution.”

By order of the Board of Imagi International Holdings Limited Mr. Richard Arthur Witts Chairman

Hong Kong, 16 October 2009

Registered office:

Rosebank Centre 11 Bermudiana Road Pembroke Bermuda

Head office and principal place of

business in Hong Kong:

23rd Floor Eight Commercial Tower 8 Sun Yip Street Chai Wan Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (1) Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one, or if such member is a holder of more than one Share, more proxies to attend and vote in his/her stead. Where a member appoints more than one proxy, the instrument of proxy shall state which proxy is entitled to vote on a poll. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation shall be entitled to exercise the same powers on behalf of the member of the Company which he or they represent as such member of the Company could exercise. If more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which each such proxy is appointed.

• (2) In order to be valid, the form of proxy must 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, Wan Chai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney as soon as possible and in any event not less then 48 hours before the time appointed for the holding of such meeting or any adjournment thereof.

• (3) The form of proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of a form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such form of proxy on behalf of the corporation without further evidence of the fact.

• (4) 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, and in such event, the form of proxy shall be deemed to be revoked.

• (5) A form of proxy for use at the meeting is enclosed.

• (6) In case of joint holders of a share of the Company, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he was solely entitled thereto. However, if more than one such joint holders are present at the meeting personally or by proxy, then one of such holders whose name stands first in the register of member of the Company shall alone be entitled to vote in respect of that share.

• (7) As at the date of this notice, the Directors are:

Executive Directors:

Ms. Ting Chuk Kwan (Acting Chief Executive Officer)

Mr. Phoon Chiong Kit (Deputy Chairman) Mr. William Montgomerie Courtauld

Non-executive Director:

Mr. Paul Steven Serfaty

Independent non-executive Directors:

Mr. Richard Arthur Witts (Chairman) Mr. Ng See Yuen Mr. Oh Kok Chi

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