Goldstream Investment Limited — Proxy Solicitation & Information Statement 2011

Mar 23, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

**IMAGI INTERNATIONAL HOLDINGS LIMITED 意馬國際控股有限公司 ***

(incorporated in Bermuda with limited liability)

(Stock Code: 585)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (the SGM ) of Imagi International Holdings Limited (the Company ) will be held at The Atrium, Island Shangri-La, Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong, on Tuesday, 12 April 2011 at 3:30 p.m. or any adjournment thereof (as the case may be) for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. “THAT:

• (a) the acquisition of the 499,990 ordinary shares of Infoport Management Limited ( Infoport ) representing the entire issued share capital of Infoport pursuant to the Sale and Purchase Agreement (as defined in the circular of the Company dated 23 March 2011 (the Circular )), which has been entered into between the Company (as purchaser), PGBBW Limited (as seller), Mr. Lo Wing Keung, Mr. So Wing Lok, Jonathan, Medianew Consultants Limited and Sure Wealth Holdings Limited (each as a guarantor) on 17 February 2011, a copy of which has been produced to the meeting marked “A” and initialed by the chairman of this meeting for the purpose of identification, more particularly described in the Circular, and all transactions contemplated thereunder be and are hereby approved, ratified and/or confirmed;

• (b) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments, agreements and deeds and do all such acts, matters and things as he/she may in his/her absolute discretion consider necessary or desirable for the purpose of and in connection with the implementation of the Sale and Purchase Agreement and the transactions contemplated thereunder and to agree to such variations of the terms of the Sale and Purchase Agreement as he/she may in his/her absolute discretion consider necessary or desirable; and

* For identification purpose only

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• (c) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consideration Shares (as defined in the Circular), the allotment and issue of the Consideration Shares pursuant to the Sale and Purchase Agreement upon the terms and subject to the conditions therein contained be and is hereby approved; and that the directors of the Company be and are hereby authorised, for and on behalf of the Company, to do all such acts and things and to sign, seal and execute and deliver all such documents and take all such steps which they may in their discretion consider necessary, desirable or expedient for the implementation of and giving effect to the allotment and issue of the Consideration Shares.”

2. “THAT:

• (a) the subscription of 1,282,816,000 shares of the Company by the Subscribers (as defined in the circular of the Company dated 23 March 2011 (the Circular )) pursuant to the subscription agreement entered into between the Company and the Subscribers on 18 February 2011 (the Subscription Agreement ), a copy of which has been produced to the meeting marked “B” and initialed by the chairman of this meeting for the purpose of identification, more particularly described in the Circular, and all transactions contemplated thereunder be and are hereby approved, ratified and/or confirmed;

• (b) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments, agreements and deeds and do all such acts, matters and things as he/she may in his/her absolute discretion consider necessary or desirable for the purpose of and in connection with the implementation of the Subscription Agreement and the transactions contemplated thereunder and to agree to such variations of the terms of the Subscription Agreement as he/she may in his/her absolute discretion consider necessary or desirable; and

• (c) subject to and conditional upon the passing of the resolution numbered 1 and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subscription Shares (as defined in the Circular), the allotment and issue of the Subscription Shares pursuant to the Subscription Agreement upon the terms and subject to the conditions therein contained be and is hereby approved; and that the directors of the Company be and are hereby authorised, for and on behalf of the Company, to do all such acts and things and to sign, seal and execute and deliver all such documents and take all such steps which they may in their discretion consider necessary, desirable or expedient for the implementation of and giving effect to the allotment and issue of the Subscription Shares.”

3. “THAT:

• (a) the option agreement relating to the grant of an option to Sevena Holdings Ltd by the Company to subscribe for 50,000,000 shares of the Company at HK$0.35 each entered into between the Company and Sevena Holdings Ltd on 18 March 2011 ( the IDG Option Agreement ), a copy of which has been produced to the meeting marked “C” and initialed by the chairman of the meeting for the purpose of identification, more particularly described in the circular of the Company dated 23 March 2011 (the Circular ), and all transactions contemplated thereunder be and are hereby approved, ratified and/or confirmed;

• (b) any one director of the Company be and is hereby authorised to do all such things and acts as he/she may in his/her discretion consider necessary, expedient or desirable for the purpose of or in connection with the implementation of the IDG Option Agreement and the transactions contemplated thereunder; and

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• (c) subject to and conditional upon the passing of the resolutions numbered 1 and 2 and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the IDG Option Shares (as defined in the Circular), the allotment and issue of the IDG Option Shares pursuant to the IDG Option Agreement upon the terms and subject to the conditions therein contained be and is hereby approved; and that the directors of the Company be and are hereby authorised, for and on behalf of the Company, to do all such acts and things and to sign, seal and execute and deliver all such documents and take all such steps which they may in their discretion consider necessary, desirable or expedient for the implementation of and giving effect to the allotment and issue of the IDG Option Shares.”

By order of the Board Imagi International Holdings Limited Leung Pak To Chairman

Hong Kong, 23 March 2011

Notes:

1. Any member of the Company entitled to attend and vote at the meeting may appoint one or, if he is holder of more than one share, more than one proxy to attend and to vote on his behalf. A proxy need not be a member of the Company.

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

3. To be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered 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, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Whether or not you propose to attend the meeting in person, you are strongly urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending the meeting and voting in person if you so wish. In the event that you attend the meeting after having lodged the form of proxy, it will be deemed to have been revoked.

5. The resolutions to be proposed at the meeting will be decided by poll.

As at the date of this announcement, the Board comprises Mr. Leung Pak To as the Chairman and non-executive director; Ms. Ma Wai Man, Catherine as the executive director; and Mr. Chan Yuk Sang, Mr. Cheng Yuk Wo and Dr. Lam Lee G. as the independent non-executive directors.

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