Greenheart Group Limited — Proxy Solicitation & Information Statement 2009

Apr 29, 2009

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 and the accompanying form of proxy 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.

Hong Kong Exchange 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.

==> picture [249 x 36] intentionally omitted <==

==> picture [155 x 18] intentionally omitted <==

----- Start of picture text -----

(incorporated in Bermuda with limited liability)
(Stock Code: 00059)
----- End of picture text -----

PROPOSED GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS 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, Falcon Room 1, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 8 June 2009 at 11:00 a.m. is set out on pages 14 to 26 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, Tricor Abacus 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.

* For identification purposes only

30 April 2009

CONTENTS

		Page
Definitions.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-2
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.	Proposed Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5-7
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Proxy Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	– Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9-11
Appendix II	– Details of Retiring Directors
	Proposed for Re-election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12-13
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14-26

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be convened
	and held at Luk Kwok Hotel, Basement, Falcon Room I, 72
	Gloucester Road, Wanchai, Hong Kong on Monday, 8 June 2009,
	at 11:00 a.m.
“associates”	the same definition as described under the Listing Rules
“Board”	the board of directors of the Company
“Bye-laws”	the bye-laws of the Company (as amended from time to time)
“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 2009, 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
“Notes”	unlisted 4% secured convertible notes with an aggregate principle
	amount of US$200 million due 2013
“Notice”	the notice convening the AGM

1

DEFINITIONS

“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
“%”	per cent.

2

LETTER FROM THE BOARD

==> picture [249 x 36] intentionally omitted <==

(incorporated in Bermuda with limited liability) (Stock Code: 00059)

Executive Directors:

Yu Pan (Chairman) Lau Yat Tung, Derrick (Deputy Chairman) Wong Lok

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Director:

Jerry Wu

Independent Non-executive Directors: 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 30 April 2009

To the Shareholders and, for information only, the holders of the Notes

Dear Sir and Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS

AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

At the forthcoming AGM to be held at Luk Kwok Hotel, Basement, Falcon Room I, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 8 June 2009 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;

• (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;

* For identification purposes only

3

LETTER FROM THE BOARD

• (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;

• (d) to re-elect Directors; and

• (e) to amend the Bye-laws.

2. GENERAL MANDATE TO REPURCHASE SHARES

The existing repurchase general mandate was granted to the Directors to repurchase 147,768,642 shares of HK$0.01 each in the share capital of the Company at the annual general meeting of the Company held on 23 May 2008. 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 AGM.

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 9 to 11 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 295,537,284 new shares at the annual general meeting held on 23 May 2008. 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 AGM.

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. As at the Latest Practicable Date, there were 1,477,687,450 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 authorized to issue up to a maximum of 295,537,490 Shares.

4

LETTER FROM THE BOARD

In addition, it is further proposed, by way of a separate ordinary resolution, that the New 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 and Mr. Wong Lok are the Executive Directors; Mr. Jerry Wu is the Non-executive Director and Mr. Choy Shu Kwan, Mr Cheng Wing Keung, Raymond and Ms. Chung Lai Fong are the Independent Non-executive Directors.

Pursuant to clause 87(1) of the Company’s bye-laws and the Code on Corporate Governance Practices, Messrs Choy Shu Kwan, Cheng Wing Keung, Raymond and Chung Lai Fong will retire at the AGM by rotation. All retiring directors, being eligible, will offer themselves for re-election at the forthcoming AGM. Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II on pages 12 to 13 to this circular.

5. PROPOSED AMENDMENTS TO THE BYE-LAWS

In order to bring the Bye-laws in line with the recent changes to the Listing Rules and to incorporate other housekeeping amendments, the Directors propose to amend the Bye-laws. In principle, the Bye-laws will be amended in the following aspects:

• (i) A new definition of “business days” will be introduced to comply with the Listing Rules;

• (ii) The definition of “Company” will be amended to delete the old name of the Company and to replace it with the current name of the Company;

• (iii) Bye-law 2(e) will be amended such that the expressions referring to writing in the Bye-laws shall include representation taking the form of electronic display;

• (iv) Bye-law 2(h) will be amended such that notice in accordance with the amended Bye-law 59 shall be given for the passing of a special resolution;

• (v) Bye-law 2(i) will be amended such that notice in accordance with the amended Bye-law 59 shall be given for the passing of an ordinary resolution;

• (vi) A new Bye-law 2(k) will be introduced such that references to a document being executed in the Bye-laws shall include execution by electronic signature or other digital form;

5

LETTER FROM THE BOARD

• (vii) Bye-law 3(2) will be amended to expressly provide that the Company is authorised to make payments in respect of the purchase of its shares out of capital paid up on the Shares or any other account or fund which can be authorised for such purpose;

• (viii) Bye-law 10(b) will be amended to delete references to demand for a poll;

• (ix) Bye-law 10(c) will be removed to conform with the amendments made to Bye-law 66 relating to voting by way of show of hands;

• (x) Bye-law 44 will be amended to expressly provide that the members of the public may inspect the register without charge and that the notice of closure of register may be served by any means in accordance with the requirements of the designated stock exchange;

• (xi) Bye-law 51 will be amended to expressly provide that the notice for suspension of registration of transfers of shares or of any class of shares may be served by any means in accordance with the requirements of the designated stock exchange;

• (xii) Bye-law 59(1) will be amended such that, along with the requirement of notice of not less than twenty-one (21) clear days’ notice, not less than twenty (20) clear business days’ notice shall be given for convening the annual general meeting and, along with the requirement of notice of not less than twenty-one (21) clear days’ notice, not less than ten (10) clear business days’ notice shall be given for convening a special general meeting at which the passing of a special resolution is to be considered, and or all other special general meetings, notice of not less than ten (10) clear business days’ notice and not less than fourteen (14) clear days’ notice shall be given for convening all other special general meetings unless permitted otherwise by the Stock Exchange;

• (xiii) Bye-law 66 will be amended so that voting by way of show of hands is no longer permitted. All resolutions put to the vote of a meeting shall be decided by way of a poll. Consequently, Bye-laws 67, 69 and 70 all relating to demand for a poll will be deleted;

• (xiv) Bye-laws 68, 73, 75(1), 81 and 84(2) will be amended to delete references relating to voting by show of hands;

• (xv) Bye-laws 71, 72, 80 and 82 will be amended to delete references to demand for a poll;

• (xvi) Bye-law 86(2) will be amended such that any Director appointed to fill a casual vacancy should be subject to election by Shareholders at the first general meeting after his appointment and any Director appointed as an addition to the existing Board shall hold office only until the next following annual general meeting;

6

LETTER FROM THE BOARD

• (xvii) Bye-law 86(4) will be amended such that the Company in general meeting shall have power by ordinary resolution to remove any Director before the expiration of his period of office;

• (xviii) Bye-law 127 will be amended to delete references to president or vice-president, chairman or vice-chairman as there is no longer such requirement under Bermuda law;

• (xix) Bye-law 129 will be deleted as it is no longer a requirement to appoint president or vicepresident, chairman or vice-chairman under Bermuda law;

• (xx) Bye-law 148 will be amended such that the Company may pass an ordinary resolution to capitalise all or any part of any amount standing to the credit of any reserve or fund for distribution in the same proportions or such other proportions as the Shareholders may by ordinary resolution determine;

• (xxi) Bye-law 153 will be amended to subject this Bye-law to the new Bye-law 153A and to require despatch of the printed copy Directors’ report and Auditors’ report at the same time as the notice of annual general meeting of the Company;

• (xxii) New Bye-laws 153A and 153B will be introduced to provide for distribution to Shareholders and other entitled persons summary financial reports in lieu of the relevant financial documents from which the summary financial reports are derived and to allow Shareholders the chance to elect to receive, in place of the complete annual report and accounts of the Group, a summary financial report of the Group;

• (xxiii) Bye-law 157 will be amended to allow Directors to fill any vacancy of the office of Auditor and to fix the remuneration of the Auditor so appointed;

• (xxiv) Bye-laws 160 and 161 will be amended to permit distribution of corporate communications by electronic means and to allow the Company to issue corporate communications to its members and other securities holders in either the English language only, the Chinese language only or both the English and Chinese language in accordance with the wishes of its members and other securities holders provided that the Company has ascertained the wishes of its members and other securities holders; and

• (xxv) other minor drafting improvements.

A special resolution will be proposed at the AGM to seek the Shareholders’ approval of the proposed amendments to the Bye-laws. Full terms of the amendments to the Bye-laws are set out in resolution numbered 5 of the notice of the AGM set out on pages 14 to 26 of this circular.

7

LETTER FROM THE BOARD

6. 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, the re-election of retiring Director and the proposed amendments to the Bye-laws 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.

7. PROXY FORM

A notice convening the AGM is set out on pages 14 to 26 of this circular. 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, Tricor Abacus 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.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the results of the poll will be announced in the manner prescribed under Rule 13.39(5).

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 8 June 2009 (both days inclusive).

Yours faithfully, For and on behalf of the Board Yu Pan Chairman

8

EXPLANATORY STATEMENT

APPENDIX I

1. SHARE CAPITAL

As at the Latest Practicable Date, there were 1,477,687,450 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 147,768,745 Shares representing 10% of the total issued share capital of the Company.

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 Bye-laws 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, 2008), 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.

9

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$
2008
April	1.6000	1.3600
May	1.6200	0.7900
June	1.0100	0.7800
July	0.8800	0.6200
August	0.8700	0.7000
September	0.7300	0.2300
October	0.3950	0.2240
November	0.3300	0.2130
December	0.3400	0.2500
2009
January	0.3400	0.2360
February	0.3350	0.2500
March	0.3300	0.2900
April (up to the latest practicable date)	0.4200*	0.3000*

• Trading of the Shares was suspended on 2 April 2009 and from 6 April 2009 to 9 April 2009.

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.

10

EXPLANATORY STATEMENT

APPENDIX I

7. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a results, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of 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, Mr. Yu Pan together with companies controlled by him beneficially held 1,058,112,271 Shares, representing approximately 71.61% of the issued share of the Company. On the basis that no further Shares are issued or repurchased and in the event that the Repurchase Mandate is exercised in full and there is no change in shareholding in the Company owned by Mr. Yu Pan and companies controlled by him, the shareholding in the Company owned by Mr. Yu Pan and companies controlled by him would be increased to approximately 79.56%. Should such increase arise, Mr. Yu Pan together with companies controlled by him would not be required to make a mandatory offer under Rule 26 of the Takeovers Code because the shareholding held by Mr. Yu Pan and companies controlled by him already hold more than 50% of the issued shares of the Company. Nevertheless, the Directors have no present intention to exercise the Repurchase Mandate to an extent which will result in the amount of Shares held by public being reduced to less than 25% which is not in compliance with Rule 8.08 of the Listing Rules which requires a public float of 25%.

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.

11

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM.

Mr. Choy Shu Kwan, Independent Non-executive Director of the Company, aged 54, holds a Master degree in Business Administration and has over 27 years of extensive experience in banking and investment management. Mr. Choy worked for the CITIC group for 20 years in Hong Kong and before his resignation in 2007, he was the managing director of CITIC Capital Markets Limited. He is also an independent non-executive director of Poly (Hong Kong) Investments Limited.

Save as the disclosed above, Mr. Choy did not hold any directorship in other listed companies in the last three years. He does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Within the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Choy is beneficially interested in 600,000 share options of the Company. Save as disclosed, Mr. Choy 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. Choy has entered into a service agreement with the Company. He is entitled to an annual remuneration of HK$200,000 for acting as an independent non-executive Director with fixed term of service for one year, subject to renewal. His directors’ fee will be reviewed and determined by the Board annually with authorization granted by the Shareholders at an annual general meeting of the Company taking reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

Mr. Cheng Wing Keung, Raymond , Independent Non-executive Director of the Company, aged 49, is a practising 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. Mr. Cheng also holds a Diploma in Chinese Professional Laws in the Chinese University of Political Science and Law, PRC. Mr. Cheng has over 21 years of experience in corporate, company secretarial and listing affairs. At present, Mr. Cheng is an independent non-executive director in three other listed companies in Hong Kong, namely China Investment Fund Company Limited, Emperor Capital Group Limited and Sino Resources Group Limited.

Save as the disclosed above, Mr. Cheng did not hold any directorship in other listed companies in the last three years. He does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Within the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Cheng is beneficially interested in 600,000 share options of the Company. Save as disclosed, 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.

12

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Cheng has entered into a service agreement with the Company. He is entitled to an annual remuneration of HK$200,000 for acting as an independent non-executive Director with fixed term of service for one year, subject to renewal. His directors’ fee will be reviewed and determined by the Board annually with authorization granted by the Shareholders at an annual general meeting of the Company taking reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

Ms. Chung Lai Fong , Independent Non-executive Director of the Company, aged 41, is a practising 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 (UK) and a member of the Hong Kong Institute of Certified Public Accountants, the Institute of Chartered Secretaries and Administrators (UK) and the Hong Kong Institute of Chartered Secretaries. She has over 13 years of 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. She does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Within the meaning of Part XV of the SFO, as at the Latest Practicable Date, Ms. Chung is beneficially interested in 600,000 share options of the Company. Save as disclosed, 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. She is entitled to an annual remuneration of HK$200,000 for acting as an independent non-executive Director with fixed term of service for one year, subject to renewal. Her directors’ fee will be reviewed and determined by the Board annually with authorization granted by the Shareholders at an annual general meeting of the Company taking reference to her duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

In relation to the re-election of directors, no information is required 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.

13

NOTICE OF ANNUAL GENERAL MEETING

==> picture [249 x 36] intentionally omitted <==

(incorporated in Bermuda with limited liability) (Stock Code: 00059)

NOTICE IS HEREBY GIVEN that the annual general meeting of Skyfame Realty (Holdings) Limited (“the Company”) will be held at Luk Kwok Hotel, Basement, Falcon Room I, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 8 June 2009 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements; the directors’ report and independent auditor’s report for the year ended 31 December 2008.

2. To re-elect directors and to authorize the board of directors to fix their 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;

• (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 convertible notes 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

* For identification purposes only

14

NOTICE OF ANNUAL GENERAL MEETING

(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).”

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

15

NOTICE OF ANNUAL GENERAL MEETING

• (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.”

• To consider as special business, and if thought fit, pass with or without amendments the following resolution as a special resolution:

SPECIAL RESOLUTION

“ THAT the following amendments to the Bye-laws of the Company be and are hereby approved:

(a) Definition of “business days”

by adding the following new definition of “business day” before the definition of “capital”:

““business day” a day on which the Designated Stock Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purposes of these Bye-laws be counted as a business day.”

16

NOTICE OF ANNUAL GENERAL MEETING

(b) Definition of “Company”

by deleting the existing definition of “Company” in its entirety and replacing it with the following new definition of “Company”:

““Company” Skyfame Realty (Holdings) Limited.”

(c) Bye-law 2(e)

by deleting the existing Bye-law 2(e) in its entirety and replacing it with the following new Bye-law 2(e):

“expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations.”

(d) Bye-law 2(h)

by deleting the existing Bye-law 2(h) in its entirety and replacing it with the following new Bye-law 2(h):

“a resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Bye-law 59;”

(e) Bye-law 2(i)

by deleting the existing Bye-law 2(i) in its entirety and replacing it with the following new Bye-law 2(i):

“a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Bye-law 59;”

17

NOTICE OF ANNUAL GENERAL MEETING

(f) Bye-law 2(k)

by replacing the full stop at the end of the existing Bye-law 2(j) with a semi-colon and adding the following new Bye-law 2(k) immediately after the existing Bye-law 2(j):

• “(k) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.”

(g) Bye-law 3(2)

by inserting the following words immediately before the full stop at the end of the last sentence of Bye-law 3(2):

“and any determination by the Board of the manner of purchase shall be deemed authorised by these Bye-laws for purposes of the Act. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital paid up on the shares or out of any other account or fund which can be authorised for this purpose in accordance with the Act”

(h) Bye-law 10

• (i) by inserting the word “and” after the semicolon in Bye-law 10(a);

• (ii) by deleting the words “on a poll” in Bye-law 10(b);

• (iii) by deleting the semicolon and the word “and” in Bye-law 10(b) and replacing them with a full stop; and

• (iv) by deleting Bye-law 10(c) in its entirety.

(i) Bye-law 44

by deleting the existing Bye-law 44 in its entirety and replacing it with the following new Bye-law 44:

“The Register and branch Register, as the case may be, shall be open to inspection between 10 a.m. and 12 noon on every business day by members of the public without charge at the Office or such other place at which the Register is kept in accordance with the Act. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper and where applicable, any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any means in such manner as

18

NOTICE OF ANNUAL GENERAL MEETING

may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.”

(j) Bye-law 51

by deleting the existing Bye-law 51 in its entirety and replacing it with the following new Bye-law 51:

“The registration of transfers of shares or of any class of shares may, after notice has been given by advertisement in any newspapers in accordance with the requirements of any Designated Stock Exchange or by any means in such manner as may be accepted by the Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.”

(k) Bye-law 59(1)

by deleting the existing first paragraph of Bye-law 59(1) in its entirety and replacing it with the following new first paragraph of Bye-law 59(1):

“An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and any special general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days and not less than ten (10) clear business days. All other special general meetings may be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to the Act, if it is so agreed:”

(l) Bye-law 59(2)

by inserting the words “and particulars of resolutions to be considered at the meeting” after the words “place of meeting” in the existing Bye-law 59(2);

(m) Bye-law 66

by deleting the existing Bye-law 66 in its entirety and replacing it with the following new Bye-law 66:

“Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye-laws, at any general meeting every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll.”

19

NOTICE OF ANNUAL GENERAL MEETING

(n) Bye-law 67

by deleting the existing Bye-law 67 in its entirety and inserting the words “Intentionally Deleted”.

(o) Bye-law 68

by deleting the existing Bye-law 68 in its entirety and replacing it with the following new Bye-law 68:

“The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.”

(p) Bye-law 69

by deleting the existing Bye-law 69 in its entirety and inserting the words “Intentionally Deleted”.

(q) Bye-law 70

by deleting the existing Bye-law 70 in its entirety and inserting the words “Intentionally Deleted”.

(r) Bye-law 71

by deleting the words “on a poll” in Bye-law 71;

(s) Bye-law 72

by deleting the words “on a poll” in Bye-law 72;

(t) Bye-law 73

by deleting the words “whether on a show of hands or on a poll,” in Bye-law 73.

(u) Bye-law 75(1)

• (i) by deleting the words “, whether on a show of hands or on a poll,” in lines 4 to 5 of Bye-law 75(1); and

• (ii) by deleting the words “or poll” in the last line of Bye-law 75(1).

20

NOTICE OF ANNUAL GENERAL MEETING

(v) Bye-law 80

• (i) by deleting the words “or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for taking of the poll” in lines 9 to 11 of Bye-law 80; and

• (ii) by deleting the words “or on a poll demanded at a meeting or an adjourned meeting” in the penultimate sentence of Bye-law 80.

(w) Bye-law 81

by deleting the words “to demand or join in demanding a poll and” in the penultimate sentence of Bye-law 81.

(x) Bye-law 82

by deleting the words “or the taking of the poll,” in the last sentence of Bye-law 82.

(y) Bye-law 84(2)

by deleting the words “including the right to vote individually on a show of hands” in the last sentence of Bye-law 84(2).

(z) Bye-law 86

• (i) by deleting the words “Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at the meeting” in the last sentence of Bye-law 86(2) and replacing them with the following wordings:

“Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for reelection.”; and

• (ii) by deleting the word “special” in line 3 of Bye-law 86(4) with the word “ordinary”.

21

NOTICE OF ANNUAL GENERAL MEETING

(aa) Bye-law 127

by deleting the existing Bye-law 127 in its entirety and replacing it with the following new Bye-law 127:

• “(1) The officers of the Company shall consist of the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Act and, subject to Bye-law 132(4), these Bye-laws.

• (2) The officers shall receive such remuneration as the Directors may from time to time determine.

• (3) Where the Company appoints and maintains a resident representative ordinarily resident in Bermuda in accordance with the Act, the resident representative shall comply with the provisions of the Act.

• (4) The Company shall provide the resident representative with such documents and information as the resident representative may require in order to be able to comply with the provisions of the Act.

• (5) The resident representative shall be entitled to have notice of, attend and be heard at all meetings of the Directors or of any committee of such Directors or general meetings of the Company.”

(bb) Bye-law 129

by deleting the existing Bye-law 129 in its entirety and inserting the words “Intentionally Deleted”.

(cc) Bye-law 148

by adding the words “or such other proportions as the Members may by ordinary resolution determine” immediately after the words “in the same proportions” in line 8 of Bye-law 148.

(dd) Bye-law 153

by deleting the existing Bye-law 153 in its entirety and replacing it with the following new Bye-law 153:

“Subject to Section 88 of the Act and Bye-law 153A, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with

22

NOTICE OF ANNUAL GENERAL MEETING

a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting in accordance with the requirements of the Act provided that this Bye-law shall not require a copy of those documents to be sent to any person whose address the Company is not aware of or to more than one of the joint holders of any shares or debentures.”

(ee) Bye-laws 153A and 153B

by inserting the following new Bye-laws 153A and 153B immediately after the existing Bye-law 153:

• “153A. To the extent permitted and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

• 153B. The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial report in accordance with Bye-law 153A shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153 and, if applicable, a summary financial report complying with Bye-law 153A, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

23

NOTICE OF ANNUAL GENERAL MEETING

(ff) Bye-law 157

by deleting the existing Bye-law 157 in its entirety and replacing it with the following new Bye-law 157:

“If the office of Auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and fix the remuneration of the Auditor so appointed who shall hold office until the next annual general meeting.”

(gg) Bye-law 160

by deleting the existing Bye-law 160 in its entirety and replacing it with the following new Bye-law 160:

“Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Bye-laws from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there which shall also contain all the particulars required under the rules of the Designated Stock Exchange (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above subject to compliance with the acquirements of the Designated Stock Exchange. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.”

24

NOTICE OF ANNUAL GENERAL MEETING

(hh) Bye-law 161

by deleting the existing Bye-law 161 in its entirety and replacing it with the following new Bye-law 161:

“Any Notice or other document:

• (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

• (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice or document placed on the Company’s website or the website of the Designated Stock Exchange, is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member or if later, the date on which such Notice or document first appears on the website;

• (c) if served or delivered in any other manner contemplated by these Bye-laws, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and

• (d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.”

By Order of the Board Cheung Lin Shun

Company Secretary

Hong Kong, 30 April 2009

25

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 Tricor Abacus 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 fortyeight (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 and Mr. Wong Lok as the Executive Directors; Mr. Jerry Wu as the Non-executive Director; and Mr. Choy Shu Kwan, Mr. Cheng Wing Keung, Raymond and Ms. Chung Lai Fong as the Independent Non-executive Directors.

26