Greenheart Group Limited — Proxy Solicitation & Information Statement 2007

Apr 27, 2007

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 licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Skyfame Realty (Holdings) 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 the 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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PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Skyfame Realty (Holdings) Limited to be held at Luk Kwok Hotel, Basement, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 21 May 2007 at 11:00 a.m. is set out on pages 12 to 15 of this circular. Whether or not you intend to attend such meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company in Hong Kong, Abacus Share Registrars 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 such meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting if you so wish.

27 April 2007

* for identification purposes only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter From the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General Mandate to Issue New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Proxy Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Procedure by which A Poll May be Demanded . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	— Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II — Details of Retiring Directors
	Proposed for Re-election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12

— i —

DEFINITIONS

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

“2006 Warrants”	warrants issued the Company on 3 August 2006 which
	are listed on the stock exchange (Stock Code: 584)
“AGM”	the annual general meeting of the Company to be
	convened and held Luk Kwok Hotel, Basement, 72
	Gloucester Road, Wanchai, Hong Kong on Monday, 21
	May 2007 at 11:00 a.m.;
“Annual Report December 2006”	the annual report of the Company for the year ended 31
	December 2006;
“associates”	the same definition as described under the Listing Rules;
“Board”	the board of directors of the Company;
“Circular”	the circular dated 4 April 2007 and despatched to the
	shareholders and, for information only, to warrantholders
	of the Company
“Company”	Skyfame Realty (Holdings) Limited, a company
	incorporated in Bermuda with limited liability, and the
	shares of which are listed on the Main Board of 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
	Special Administrative Region of the PRC;
“Latest Practicable Date”	24 April 2007, being the latest practicable date prior to
	the printing of this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“New Issue Mandate”	a general mandate proposed to be granted to the Directors
	to exercise the power of the Company to issue new Shares
	on the terms set out in the Notice;

— 1 —

DEFINITIONS

“Notes”	unlisted secured convertible notes with an aggregate
	principal amount of US$200 million due 2013 proposed
	to be issued by the Company or their nominee(s) pursuant
	to the Note Purchase Agreement, details about which are
	disclosed in the Circular
“Notice”	the notice convening the AGM;
“Repurchase Mandate”	a general mandate proposed to be granted to the Directors
	to exercise the power of the Company to repurchase
	Shares on the terms set out in the Notice;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Share(s)”	ordinary share(s) of par value of HK$0.01 each in the
	capital of the Company;
“Shareholders”	the shareholders of the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers; and
“%”	per cent.

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LETTER FROM THE BOARD

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Executive Director: Yu Pan (Chairman) Lau Yat Tung, Derrick (Deputy Chairman) Wong Lok Wen Xiao Bing

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

Independent Non-executive Director: Choy Shu Kwan Cheng Wing Keung, Raymond Chung Lai Fong

Principal place of business in Hong Kong: Suite 2502B, Tower 1 Admiralty Centre 18 Harcourt Road Hong Kong

27 April 2007

To the Shareholders and, for information only, the holders of 2006 warrants

Dear Sir and Madam,

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

1. INTRODUCTION

At the forthcoming AGM to be held at Luk Kwok Hotel, Basement, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 21 May 2007 at 11:00 a.m. resolutions will be proposed, inter alia:

• (a) to allot, issue and deal with additional Shares and to make or grant offers, agreements, options and warrants not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing such resolution;

* for identification purposes only

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LETTER FROM THE BOARD

• (b) to repurchase Shares not exceeding 10% of the aggregate nominal value of the Shares in issue as at the date of passing such resolution;

• (c) to add to the general mandate for issuing Shares set out in (a) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate set out in (b) above; and

• (d) to re-elect Directors.

2. GENERAL MANDATE TO REPURCHASE SHARES

The existing repurchase general mandate was granted to the Directors to repurchase 82,253,689 shares of HK$0.01 each in the share capital of the Company at the annual general meeting of the Company held on 26 April 2006. No shares under the existing repurchase mandate has been repurchased since the last annual general meeting. Such mandate will lapse at the conclusion of the Annual General Meeting.

At the AGM, it will be proposed, by way of an ordinary resolution, that the Directors be given a general and unconditional mandate to exercise all powers of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the Shares in issue at the date of passing the ordinary resolution.

The Repurchase Mandate if granted will continue in force until (a) the conclusion of the next annual general meeting of the Company after the AGM; or (b) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

An explanatory statement containing information relating to the Repurchase Mandate as required pursuant to the Listing Rules is set out in Appendix I on pages 7 to 9 to this circular.

3. GENERAL MANDATE TO ISSUE NEW SHARES

The existing general mandate to issue new shares was granted to the Directors to allot and issue 164,507,378 new shares at the annual general meeting held on 26 April 2006. No shares under the existing general mandate to issue new shares has been granted since the last annual general meeting. Such mandate will lapse at the conclusion of the Annual General Meeting.

At the AGM, it will also be proposed, by way of an ordinary resolution, that the Directors be given a general and unconditional mandate to exercise all powers of the Company to issue new Shares up to 20% of the aggregate nominal value of the issued share capital of the Company on the date of the passing of the ordinary resolution. In addition, it is further proposed, by way of a separate ordinary resolution, that the New

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LETTER FROM THE BOARD

Issue Mandate be extended so that the Directors be given a general mandate to issue further Shares of an aggregate nominal value equal to the aggregate nominal value of the share capital of the Company repurchased under the Repurchase Mandate.

The New Issue Mandate if granted will continue in force until (a) the conclusion of the next annual general meeting of the Company after the AGM; or (b) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

4. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, Mr. Yu Pan, Mr. Lau Yat Tung, Derrick, Mr. Wong Lok and Mr. Wen Xiao Bing are the executive Directors, and Mr. Choy Shu Kwan, Mr Cheng Wing Keung, Raymond and Ms. Chung Lai Fong are the independent nonexecutive Directors.

In accordance with clause 86(2) of the Company’s bye-laws, Mr. Wen Xiao Bing being appointed by the Board during the year and up to the date of this report, shall retire at the forthcoming AGM.

Pursuant to clause 87(1) of the Company’s bye-laws and the Code on Corporate Governance Practices, Mr. Cheng Wing Keung, Raymond and Ms. Chung Lai Fong will retire at the AGM by rotation. All retiring directors, being eligible, will retire and, being eligible, will offer themselves for re-election for the forthcoming annual general meeting. Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II on pages 10 to 11 to this circular.

5. RECOMMENDATION

The Directors are of the opinion that the grant of the Repurchase Mandate, the New Issue Mandate, the extension of the general mandate as mentioned in note 1(c) above and the re-election of retiring Director are in the best interests of the Company and its Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

6. PROXY FORM

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy and return it to the Company’s branch share registrars in Hong Kong, Abacus Share Registrars Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you wish to do so.

— 5 —

LETTER FROM THE BOARD

7. PROCEDURE BY WHICH A POLL MAY BE DEMANDED

Pursuant to Bye-law 66 of the Bye-laws of the Company, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the rules of the Designated Stock Exchange or (before or on the declaration of the result of the show of hands) a poll is demanded by:

• (a) the chairman; or

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

• (c) any member or members present in person or proxy or in the case of a member being a corporation by its duly authorized representative 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

• (d) a member or members present in person or proxy or in the case of a member being a corporation by its duly authorized representative 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 shares conferring that right; or

• (e) if required by the rules of the designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting in circumstances where, on a show of hands, a meeting votes in the opposite manner to that instructed in those proxies, provided that if it is apparent from the total proxies held that a vote taken on a poll shall not reverse the vote taken on a show of hands, then the Director of Directors shall not be required to demand a poll.

A copy of the memorandum of association and the Bye-laws of the Company will be available for inspection at the principal place of business of the Company in Hong Kong at Suite 2502B, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong during normal business hours from the date of this circular up to 21 May 2007 (both days inclusive).

Yours faithfully,

For and on behalf of the Board

Yu Pan

Chairman

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EXPLANATORY STATEMENT

APPENDIX I

1. SHARE CAPITAL

As at the Latest Practicable Date, there were 1,090,788,286 Shares in issue. Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be authorised to repurchase up to a maximum of 109,078,828 Shares.

2. REASONS FOR THE REPURCHASES

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

3. FUNDING OF THE REPURCHASES

It is proposed that repurchases of shares under the Repurchase Mandate would be financed from available cash flow or working capital facilities of the Company and its subsidiaries. In repurchasing the shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Byelaws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, or funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a new issue of Shares made for the purpose of the repurchase. The amount of premium payable on the repurchase may only be paid out of either funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account before the Shares are repurchased.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts of the Company for the year ended 31 December 2006), in the event that the proposed Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. 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 which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months up to the Latest Practicable Date were as follows:

	Per Share
	Highest	Lowest
	HK$	HK$
2006
April	1.202A	1.051A
May	1.232A	1.074A
June	1.202A*	1.043A*
July	1.320A*	1.157A*
August	1.360	1.240
September	1.420	1.240
October	1.440	1.350
November	1.410	1.300
December	1.480	1.350
2007
January	1.500	1.400
February	1.460	1.250
March	1.700*	1.260*
April (up to the latest practicable date)	1.800	1.550*

A The price shown here have been adjusted for the effect of open offer of 267,324,486 ordinary shares of HK$0.01 each in the share capital of the Company effective on 3 August 2006.

• Trading of the Shares was suspended during the periods from 5 June 2006 to 7 June 2006; from 7 July 2006 to 11 July 2006; and from 5 March 2007 to 12 March 2007.

— 8 —

EXPLANATORY STATEMENT

APPENDIX I

5. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any of the Shares to the Company.

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

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make repurchase pursuant to the proposed resolution in accordance with the Listing Rules and the laws of Bermuda.

7. EFFECT OF THE TAKEOVERS CODE

If a shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of Takeovers Code. Accordingly, a Shareholder or 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 Rule 26 of the Takeovers Code.

In the event that the Directors exercise in full the power to repurchase the Shares pursuant to the Repurchase Mandate and the Company does not issue any further Shares pursuant to the 2006 Warrants and Notes, the shareholding held by Grand Cosmos will be increased from approximately 57.55% to approximately 63.95%. The Directors consider that such an increase will not give rise to an obligation on Grand Cosmos to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors are not aware of any consequence which the exercise of the repurchase mandate in full would have under the Takeovers Code. At present, so far as is known to the Directors, no Shareholder may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

8. SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of the Shares (whether on the Stock Exchange or otherwise) has been made by the Company during the six months preceding the Latest Practicable Date.

— 9 —

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Wen Xiao Bing, executive director of the Company, aged 38, was a graduate from Beijing University and holds a Bachelor Degree in History and is a professionally qualified economist specialized in labor economics in the PRC. Mr. Wen has over 16 years working experience in managerial positions in corporations in the PRC.

Mr. Wen did not hold any directorship in other listed companies in the last three years and does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. The term of service period of Mr. Wen is one year from 1 March 2007 to 29 February 2008.

Within the meaning of Part XV of the SFO, as the Latest Practicable Date, Mr. Wen does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations.

Mr. Wen has entered into a service agreement with the Company. Mr. Wen is entitled to an annual salary of RMB260,000 plus discretionary bonus and a director fee of HK$130,000 for acting as an executive Director with fixed term of service for one year, subject to renewal. His remuneration will be reviewed and determined by the Board annually with authorization granted by the Shareholders at an annual general meeting of the Company and taking reference to his duties and responsibilities with the Company, the Company’s performance and prevailing market situation.

Mr. Cheng Wing Keung, Raymond, independent non-executive director, audit committee member and remuneration committee member of the Company, aged 47, is a practicing solicitor in Hong Kong. Mr. Cheng holds a honours degree in laws in The University of London and a Master degree of Business Administration awarded by The University of Strathclyde, Scotland. He is an associate member of Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Chartered Secretaries in both United Kingdom and Hong Kong. Mr. Cheng also holds a Diploma in Chinese Professional Laws in the Chinese University of Political Science and Law, PRC. Mr. Cheng has over 20 years experience in corporate, taxation, trust and listing affairs. At present, Mr. Cheng is an independent non-executive director in two listed companies in Hong Kong, namely China Investment Fund Company Limited and Fortuna International Holdings Limited.

Save as the above, Mr. Cheng did not hold any directorship in other listed companies in the last three years and does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. There is no fixed term of engagement as the director of the Company.

Within the meaning of Part XV of the SFO, as the Latest Practicable Date, Mr. Cheng does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations.

— 10 —

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Cheng has entered into a service agreement with the Company. Mr. Cheng is entitled to an annual director fee of HK$100,000 for acting as an independent non-executive Director with fixed term of service for one year, subject to renewal. His director fee will be reviewed and determined by the Board annually with authorization granted by the Shareholders at an annual general meeting of the Company and taking reference to his duties and responsibilities with the Company, the Company’s performance and prevailing market situation.

Ms. Chung Lai Fong, independent non-executive director, audit committee member and remuneration committee member of the Company, aged 39, is a practicing barrister in Hong Kong. Ms. Chung holds a Bachelor of Laws (Honours) degree, a Bachelor of Arts (Honours) Degree in Accountancy and a Master of Laws in Chinese Law. She is also a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants, the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Chartered Secretaries. She has over 11 years professional experience in accounting, taxation, administration, company secretarial and corporate development.

Ms. Chung did not hold any directorship in other listed companies in the last three years and does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. There is no fixed term of engagement as the director of the Company.

Within the meaning of Part XV of the SFO, as the Latest Practicable Date, Ms. Chung does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations.

Ms. Chung has entered into a service agreement with the Company. Ms. Chung is entitled to an annual director fee of HK$100,000 for acting as an independent non-executive Director with fixed term of service for one year, subject to renewal. Her director fee will be reviewed and determined by the Board annually with authorization granted by the Shareholders at an annual general meeting of the Company and taking reference to his duties and responsibilities with the Company, the Company’s performance and prevailing market situation.

In relation to the re-election of directors, there are no information to be disclosed pursuant to any of the requirements of the provision under paragraphs 13.51(2)(h) to 13.51(2)(v) of the main board Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders of the Company.

— 11 —

NOTICE OF ANNUAL GENERAL MEETING

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NOTICE IS HEREBY GIVEN that the annual general meeting of Skyfame Realty (Holdings) Limited (“the Company”) will be held at Luk Kwok Hotel, Basement, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 21 May 2007 at 11:00 a.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 December, 2006.

2. To re-elect director and to authorize the board of directors to fix his remuneration.

3. To re-appoint Messrs BDO McCabe Lo Limited as auditors of the Company and to authorize the board of directors to fix their remuneration.

As special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions, as ordinary resolutions:

ORDINARY RESOLUTIONS

4(A). “ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors of the Company (“Directors”) during the Relevant Period (as defined below) of all powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, including bonds, warrants and debentures convertible into shares of the Company, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period to make and grant offers, agreements and options, including bonds, warrants and debentures convertible into shares of the Company, which might require the exercise of such powers after the end of the Relevant Period;

* for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital 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); or (ii) upon exercise of rights of subscription or conversion under the outstanding warrants to subscribe for shares of the Company or any securities which are convertible into shares of the Company; or (iii) 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 shares or rights to subscribe for shares in the Company; or (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend pursuant to the Bye-laws of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of ordinary share capital of the Company in issue at the date of 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 earlier of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) 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 to be held; or

• (c) the revocation or variation of this Resolution by an ordinary resolution in general meeting of the Company.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (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 obligations under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong Special Administrative Region of the People’s Republic of China).”

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NOTICE OF ANNUAL GENERAL MEETING

4(B). “ 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 issued ordinary shares of the Company subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) as amended from time to time, be and is hereby generally and unconditionally approved;

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

• (c) for the purpose of this resolution:

  • “Relevant Period” means the period from the passing of this resolution until whichever is earlier of:

  • (a) the conclusion of the next annual general meeting of the Company;

  • (b) 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 to be held; or

  • (c) the revocation or variation of this resolution by an ordinary resolution in general meeting of the Company.”

• 4(C). “ THAT conditional upon Ordinary Resolutions numbered 4(A) and 4(B) in the notice convening this Meeting being passed, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to Ordinary Resolution numbered 4(A) above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution numbered 4(B) 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 Cheung Lin Shun Company Secretary

Hong Kong, 27 April 2007

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the meeting by the above notice shall be entitled to appoint another person as his/her proxy to attend and vote instead of such member. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

3. The instrument appointing a proxy 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 or authority must be delivered to the office of Abacus Share Registrars Limited, the Company’s Branch Share Registrars in Hong Kong at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong or by way of notice to or in any document accompanying the notice convening the meeting not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default the instrument of proxy shall not be treated as valid.

4. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. In the case of joint holders of any share, if more than one of such joint holders be 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 names stand in the register in respect of the joint holding.

6. As at the date of this notice, the Board comprises Mr. Yu Pan, Mr. Lau Yat Tung, Derrick, Mr. Wong Lok and Mr. Wen Xiao Bing as the executive directors, and Mr. Choy Shu Kwan, Mr. Cheng Wing Keung, Raymond and Ms. Chung Lai Fong as the independent non-executive directors.

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