Greentech Technology International Limited — Proxy Solicitation & Information Statement 2010

Feb 3, 2010

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

If you have sold or transferred all your securities in Vitar International Holdings Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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VITAR INTERNATIONAL HOLDINGS LIMITED 威達國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

PROPOSED SUBDIVISION OF SHARES; CHANGE OF BOARD LOT SIZE; REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES AND NOTICE OF EGM

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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A notice convening an extraordinary general meeting (“EGM”) of the Company to be held at Unit 7, 26/F., Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong on 23 February 2010 at 10:00 a.m. is set out on pages 23 to 26 of this circular. A form of proxy for use at the EGM is enclosed herewith.

Whether or not you propose to attend and vote at the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting at the meeting in person should you so wish.

4 February 2010

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

— i —

DEFINITIONS

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

“Articles”	the articles of association of the Company adopted
	pursuant to a written resolution passed by all the then
	Shareholders on 21 October 2008, as amended from
	time to time
“associate(s)”	has the meaning ascribed thereto under the Listing
	Rules
“Board”	the board of Directors
“Business Day(s)”	any day(s) (other than Saturday) on which commercial
	banks in Hong Kong are generally open for business
“CCASS”	t he Cent ral Clea r i ng a nd Set tlement System
	established and operated by HKSCC
“Company”	Vitar International Holdings Limited, a company
	incorporated in the Cayman Islands with limited
	liability, the Shares of which are listed on the Stock
	Exchange
“Director(s)”	director(s) of the Company
“EGM”	the extraordinary general meeting of the Company
	to be convened and held at Unit 7, 26/F., Greenfield
	Tower, Concordia Plaza, 1 Science Museum Road,
	Tsim Sha Tsui, Kowloon, Hong Kong on 23 February
	2010 at 10:00 a.m., Hong Kong, the notice of which
	is set out on pages 23 to 26 of this circular and any
	adjournment thereof
“Existing Share Certificate(s)”	existing form of certificate(s) of the Shares
“General Mandate”	the general and unconditional mandate granted to the
	Directors by the Shareholders pursuant to the ordinary
	resolution passed at the Last AGM to exercise the
	power of the Company to allot, issue and deal with
	Shares not exceeding 20% of the issued share capital
	of the Company as at the date of the Last AGM.

— 1 —

DEFINITIONS

“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Independent Board Committee”	the independent board committee of the Company
	comprising all the independent non-executive
	Directors established for the purpose of advising
	the Independent Shareholders in relation to the
	refreshment of the General Mandate
“Independent Financial Adviser”	Athens Capital Limited, a corporation licensed to
	conduct type 1 and 6 regulated activities as defined
	under the SFO, being the independent financial
	adviser to the Independent Board Committee and
	the Independent Shareholders in relation to the
	refreshment of the General Mandate
“Independent Shareholders”	any Shareholders other than Vitar Development
	Holdings Limited and its associates
“Last AGM”	the annual general meeting of the Company held on 8
	June 2009
“Latest Practicable Date”	2 February 2010, being the latest practicable date
	prior to the printing of this circular for ascertaining
	certain information for inclusion in this circular
“Listing Committee”	has the meaning ascribed to it in the Listing Rules
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“New General Mandate”	the general mandate proposed to be sought at the
	EGM to authorise the Directors to allot, issue and
	deal with Shares not exceeding 20% of the issued
	share capital of the Company as at the date of the
	EGM

— 2 —

DEFINITIONS

“New Share Certificate(s)”	form of certificate(s) of the Subdivided Shares
“Old Share(s)”	old ordinary share(s) of HK$0.10 each in the share
	capital of the Company before the Share Subdivision
	becoming effective on 24 February 2010
“Placing”	the placing of 20,000,000 new Shares to not fewer
	than six placees on a best effort basis by the placing
	agent pursuant to the Placing Agreement
“Placing Agreement”	the placing agreement dated 30 December 2009
	entered into between the Company and the placing
	agent in relation to the Placing
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital
	of the Company
“Shareholder(s)”	holder(s) of Shares
“Share Subdivision”	the proposed subdivision of each of the existing
	issued and unissued Shares of par value of HK$0.10
	each in the share capital of the Company into twenty
	(20) Subdivided Shares of par value of HK$0.005 each
“Subdivided Share(s)”	ordinary share(s) of par value of HK$0.005 each in
	the share capital of the Company upon completion of
	the Share Subdivision
“SFO”	the Securities and Futures Ordinance, Chapter 571 of
	the Laws of Hong Kong
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

— 3 —

EXPECTED TIMETABLE

The expected timetable relating to the Share Subdivision and the associated trading arrangement are as follows:

	Time	Date
Latest time for lodging forms of proxy for the EGM	10:00 a.m.	21 February
		2010
EGM	10:00 a.m.	23 February
		2010
Publication of poll results of the EGM		23 February
		2010
Effective date of the Share Subdivision	9:30 a.m.	24 February
		2010
Dealings in the Subdivided Shares commence	9:30 a.m.	24 February
		2010
Original counter for trading in existing Shares in board lots	9:30 a.m.	24 February
of 1,000 Shares temporarily closes		2010
Temporary counter for trading in board lots of 20,000	9:30 a.m.	24 February
Subdivided Shares (in the form of Existing Share		2010
Certificates) opens
First day of free exchange of Existing Share Certificates for		24 February
the New Share Certificates		2010
Original counter for trading in Subdivided Shares in board	9:30 a.m.	10 March
lots of 10,000 Subdivided Shares (in the form of New		2010
Share Certificates) re-opens
Parallel trading in Subdivided Shares (in the form of	9:30 a.m.	10 March
New Share Certificates and Existing Share Certificates)		2010
commences

— 4 —

EXPECTED TIMETABLE

Temporary counter for trading in board lots of 20,000	4:00 p.m.	30 March
Subdivided Shares (in the form of Existing Share		2010
Certificates) closes
Parallel trading in Subdivided Shares (in the form of New	4:00 p.m.	30 March
Share Certificates and Existing Share Certificates) ends		2010
Last day for free exchange of Existing Share Certificates for		1 April 2010
New Share Certificates

Note: All times refers to Hong Kong local time

— 5 —

LETTER FROM THE BOARD

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VITAR INTERNATIONAL HOLDINGS LIMITED 威達國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

Executive Directors: Mr. Leung Chau Hiu (Chairman) Mr. Leung Kai Wing (Chief Executive Officer) Ms. Tsang Chi Yung Ms. Leung Chun Yin Mr. Cheung Wai Kuen Mr. Cheng Pak Lung Mr. Chang Yong Tian

Independent non-executive Directors:

Mr. Wong Hing Tat Mr. Cheng Hau Yan Mr. Zhong Wei Guang

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Flat 4-6, 3/F New Trade Plaza Tower B 6 On Ping Street Siu Lek Yuen Shatin Hong Kong

4 February 2010

To the Shareholders

Dear Sirs,

PROPOSED SUBDIVISION OF SHARES; CHANGE OF BOARD LOT SIZE; REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES; AND NOTICE OF EGM

INTRODUCTION

Reference is made to the announcement of the Company dated 21 January 2010 in which the Board proposes that each of the existing issued and unissued Shares of par value of HK$0.10 each in the share capital of the Company be subdivided into twenty (20)

— 6 —

LETTER FROM THE BOARD

Subdivided Shares of par value of HK$0.005 each. The Board also proposes to refresh the General Mandate to issue and allot up to 20% of the issued share capital of the Company as at the date of passing of the relevant ordinary resolution at the EGM.

The purpose of this circular is to provide you with information in respect of the ordinary resolutions to be proposed to seek approval of the Shareholders at the EGM regarding (i) the proposed Share Subdivision and change of board lot size; (ii) the proposed refreshment of the General Mandate; (iii) the recommendation from the Independent Board Committee for the proposed refreshment of the General Mandate; (iv) the recommendation from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders for the proposed refreshment of the General Mandate; and (v) the notice of EGM at which the necessary ordinary resolutions will be proposed to consider and, if thought fit, to approve the proposed Share Subdivision, and the proposed refreshment of the General Mandate.

PROPOSED SHARE SUBDIVISION AND CHANGE OF BOARD LOT SIZE

The Board proposes that each of the existing issued and unissued Shares of par value of HK$0.10 each in the share capital of the Company be subdivided into twenty (20) Subdivided Shares of par value of HK$0.005 each. The Share Subdivision will become effective upon the fulfillment of the conditions as set out below.

The Shares are currently traded in board lots of 1,000 Shares. Upon the Share Subdivision becoming effective, the Subdivided Shares will be traded in board lots of 10,000 Subdivided Shares. Based on the closing price of HK$8.5 per Share as quoted on the Stock Exchange as at the Latest Practicable Date, the prevailing board lot value is HK$8,500 in the board lot size of 1,000 Shares and, based on the theoretical adjusted closing price of the Subdivided Shares with reference to the closing price of HK$8.5 per Share, the new estimated board lot value would be HK$4,250 in the new board lot size of 10,000 Subdivided Shares.

The Share Subdivision and the change of board lot size will not result in any changes in the relevant rights of the Shareholders. The Share Subdivision will not result in any odd lots other than those already exist.

The Articles do not require that the proposed change of board lot size to be determined by way of poll at the EGM nor is the proposed change of board lot size to be subject to the Shareholders’ approval at EGM.

— 7 —

LETTER FROM THE BOARD

The change of board lot size is conditional, amongst other things, upon the passing of an ordinary resolution by the Shareholders at the EGM for approving the proposed Share Subdivision.

Conditions of the Share Subdivision

The Share Subdivision is conditional, amongst other things, upon:

• (a) the passing of an ordinary resolution by the Shareholders at the EGM for approving the Share Subdivision; and

• (b) the Listing Committee granting the listing of, and permission to deal in, the Subdivided Shares.

Reasons for the Share Subdivision

The proposed Share Subdivision will decrease the nominal value, increase the total number of shares of the Company and bring about a theoretical corresponding downward adjustment to the trading price of the shares of the Company on the Stock Exchange.

The Board considers that the effects of the Share Subdivision above will broaden the Company’s shareholder base and allow more flexibility in any future fund raising exercise as and when the Board considers appropriate. Accordingly, the Board considers the Share Subdivision to be in the interests of the Company and the Shareholders as a whole.

Save for the costs to be incurred by the Company in implementing the Share Subdivision, the Share Subdivision will not alter the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders. The Board considers that the Share Subdivision and the change of board lot size will not have any adverse effect on the financial position of the Company.

Shareholding structure

As at Latest Practicable Date, the authorized share capital of the Company is HK$100,000,000 divided into 1,000,000,000 Shares of par value of HK$0.10 each, of which 120,000,000 Shares are in issue and fully paid. Upon the Share Subdivision becoming effective, the authorized share capital of the Company will be HK$100,000,000 divided into 20,000,000,000 Subdivided Shares of par value of HK$0.005 each, of which 2,400,000,000 Subdivided Shares will be in issue and fully paid, assuming that no further Shares are issued or repurchased between the Latest Practicable Date to the date of the EGM.

— 8 —

LETTER FROM THE BOARD

Upon the Share Subdivision becoming effective, the Subdivided Shares will rank pari passu in all respects with each other and the Share Subdivision will not result in any change in relevant rights of the Shareholders.

Trading arrangements for Subdivided Shares

Subject to the Share Subdivision becoming effective, dealings in the Subdivided Shares are expected to commence on 24 February 2010. Arrangement for parallel trading in Subdivided Shares (in the form of New Share Certificates and Existing Share Certificates) will be established with the Stock Exchange and will be operated from 10 March 2010 to 30 March 2010 (both days inclusive). Full details of the expected timetable and trading arrangements are set out on page 4 of this circular.

Listing and Dealing

All application will be made to the Stock Exchange for the approval for the listing of, and permission to deal in, the Subdivided Shares arising from the Share Subdivision.

Subject to the granting of the listing of, and permission to deal in the Subdivided Shares on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

No part of the securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no such listing or permission to deal is being or proposed to be sought.

As no Shareholder has material interest in the Share Subdivision, no Shareholder is required to abstain from voting in respect of the proposed resolution to approve the Share Subdivision at the EGM.

Exchange of Certificates

The Existing Share Certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Tuesday, 30 March 2010 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the Existing Share Certificates will continue to be good evidence of legal title to the Subdivided Shares on

— 9 —

LETTER FROM THE BOARD

the basis of one Share for twenty (20) Subdivided Shares and will be exchanged free of charge for the New Share Certificates for Subdivided Shares between 9:00 a.m. and 4:30 p.m. on any business day from Wednesday, 24 February 2010 to Thursday, 1 April 2010, and on payment of a prescribed fee of HK$2.50 (or such higher amount as may, from time to time, be allowed by the Stock Exchange) for each share certificate of the Old Share(s) cancelled or each New Share Certificate issued for the Subdivided Share(s), whichever number of share certificates cancelled or issued is higher, between 9:00 a.m. and 4:30 p.m. on any business day after Thursday, 1 April 2010 at the Company’s Hong Kong branch registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. It is expected that the New Share Certificates will be available for collection within a period of 10 Business Days after the submission of the Existing Share Certificates. The New Share Certificates will be blue in colour so as to be distinguished from the Existing Share Certificates which are green in colour.

Closure of register of members

The register of members of the Company will be closed from Friday, 19 February 2010 to Tuesday, 23 February 2010, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch registrar, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 18 February 2010.

REFRESHMENT OF THE GENERAL MANDATE

Background of the General Mandate

At the Last AGM, the Shareholders passed, among other things, an ordinary resolution to grant to the Directors the General Mandate to allot, issue and deal with a maximum of 20,000,000 Shares, representing 20% of the aggregate nominal amount of the share capital of the Company of 100,000,000 Shares in issue as at the date of the Last AGM.

As at the Latest Practicable Date, the General Mandate has been fully utilized. As announced by the Company on 30 December 2009, the Company entered into the Placing Agreement with the placing agent whereby the Company conditionally agreed to place through the placing agent, on a best effort basis, 20,000,000 new Shares at the placing price of HK$2.15 per Share, and such Shares would be issued and allotted pursuant to the General Mandate. The completion of the Placing took place on 19 January 2010.

— 10 —

LETTER FROM THE BOARD

Refreshment of the General Mandate since the Last AGM

There was no refreshment of the General Mandate since the date of the Last AGM and up to the Latest Practicable Date.

Proposed grant of the New General Mandate

As at the Latest Practicable Date, the Company had an aggregate of 120,000,000 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the New General Mandate and on the basis that no further Shares will be issued and/or repurchased by the Company between the Latest Practicable Date to the date of the EGM, the Company would be allowed under the New General Mandate to allot and issue up to 24,000,000 Shares (equivalent to 480,000,000 Subdivided Shares upon completion of the Share Subdivision), being 20% of the total number of Shares in issue as at the Latest Practicable Date. At the EGM, and subject to the passing of the ordinary resolution to approve the grant of the New General Mandate, the General Mandate will be revoked.

Reasons for and benefits of the refreshment of the General Mandate

The Company is principally engaged in manufacturing and sales of insulation and heat resistance materials, and trading of copper and silicone rubber. The Directors believe that the refreshment of the General Mandate is in the best interests of the Company and the Shareholders as a whole by maintaining the financial flexibility necessary for the Company’s future business development and/or fund raising through the issue of the new Shares.

The Directors consider that equity financing through the use of the New General Mandate is an important avenue of resources to the Group, as it (i) does not incur any interest paying obligations on the Group as in bank financing; (ii) is less costly and timeconsuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the capability to capture any capital raising or prospective investment opportunity as and when it arises, the Directors therefore propose to seek the approval of the Independent Shareholders at the EGM on the refreshment of the General Mandate such that should funding needs arise or attractive terms for investment in the Shares become available from potential investors, the Directors can be able to respond to the market and such investment opportunities promptly in a timely manner. As at the Latest Practicable Date, the Company has not identified any concrete investment opportunity and does not have a concrete investment plan.

In view of the above, the Directors consider the refreshment of the General Mandate is in the interests of the Company and the Shareholders as a whole.

— 11 —

LETTER FROM THE BOARD

Implication of the Listing Rules

Pursuant to Rule 13.36(4)(a) of the Listing Rules, any controlling Shareholders and their associates, or where there are no controlling shareholders, the directors (excluding independent non-executive directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution to approve the grant of the New General Mandate and such resolution shall be taken by way of poll.

As at the Latest Practicable Date, to the best knowledge, belief and information of the Directors, Vitar Development Holdings Limited was the controlling Shareholder of the Company interested in 44,000,000 Shares, representing approximately 36.67% of the issued share capital of the Company. Accordingly, Vitar Development Holdings Limited and its respective associates are required to abstain from voting in favour of the ordinary resolution at the EGM.

An Independent Board Committee has been established to make recommendations to the Independent Shareholders, and the Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed grant of the New General Mandate.

Period during which the New General Mandate will remain effective

The New General Mandate will, if granted, remain effective until the earliest of (i) the date of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting is required to be held by the Articles or any applicable laws of the Cayman Islands; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

WAIVER FROM COMPLIANCE WITH THE REQUIREMENTS UNDER RULES 19.10(2) AND 19.10(3) OF THE LISTING RULES

The Company has applied for, and the Stock Exchange has granted, a waiver from compliance with Rules 19.10(2) and 19.10(3) of the Listing Rules regarding the requirements on including in this circular summaries of: (a) all provisions of the constitutive documents of the Company in so far as they may affect shareholders’ rights and protections and directors’ powers; and (b) the relevant regulatory provisions (statutory or otherwise) of the jurisdiction in which the Company is incorporated.

— 12 —

LETTER FROM THE BOARD

As an alternative measure, the Company will make available a copy of the memorandum of association and articles of the Company and the Companies Law (2007 revision) of the Cayman Islands for inspection at Units 7, 26/F, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong during normal business hours on any weekdays other than public holidays and Saturdays from the date of the circular up to and including the date of the EGM.

EGM

The notice of the EGM is set out on pages 23 to 26 of this circular. A form of proxy for use at the EGM is enclosed herewith.

At the EGM, ordinary resolutions will be proposed to approve (i) the Share Subdivision; and (ii) the grant of the New General Mandate.

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

RECOMMENDATION

The Board is of the opinion that (i) the proposed Share Subdivision; and (ii) the proposed refreshment of the General Mandate are in the interests of the Company and the Shareholders as a whole. The Board therefore recommends the Shareholders to vote in favour of the respective ordinary resolutions.

GENERAL

Your attention is drawn to the letter of recommendation from the Independent Board Committee set out on pages 15 of this circular and the letter of advice from the Independent Financial Adviser set out on pages 16 to 22 of this circular, which contains, among other matters, its advice to the Independent Board Committee and the Independent Shareholders in relation to the grant of the New General Mandate and the principal factors considered by it in arriving at its recommendation.

— 13 —

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

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

Yours faithfully,

By Order of the Board Vitar International Holdings Limited LEUNG Kai Wing

Chief Executive Officer

— 14 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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VITAR INTERNATIONAL HOLDINGS LIMITED 威達國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

4 February 2010

To the Independent Shareholders

Dear Sirs,

REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

We have been appointed as the Independent Board Committee to consider and advise the Independent Shareholders in connection with the granting of the New General Mandate, details of which are set out in the circular (the “Circular”) dated 4 February 2010 issued by the Company to the Shareholders, of which this letter forms part. Terms defined in this Circular have the same meanings when used herein unless the context otherwise requires.

We wish to draw your attention to the letter from the Board and the letter of advice from the Independent Financial Adviser set out on pages 6 to 14 and from pages 16 to 22 of the Circular respectively.

Having considered the principal factors and reasons considered by the Independent Financial Adviser, its conclusion and advice, we are of the opinion that the grant of the New General Mandate is in the best interests of the Company and the Shareholders as a whole and the terms of the grant of the New General Mandate are fair and reasonable so far as the Independent Shareholders are concerned.

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the grant of the New General Mandate.

Yours faithfully,

For and on behalf of the

Independent Board Committee

Mr. Wong Hing Tat Mr. Cheng Hau Yan Mr. Zhong Wei Guang

Independent non-executive Directors

— 15 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter received from Athens Capital Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders regarding the proposed refreshment of the General Mandate for the purpose of inclusion in this circular.

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803 Chinese Bank Building 61-65 Des Voeux Road Central Hong Kong

4 February 2010

To: The Independent Board Committee and the Independent Shareholders

Dear Sirs,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the proposed refreshment of the General Mandate, details of which are contained in the letter from the board (the “Letter from the Board”) contained in the circular (the “Circular”) of the Company to the Shareholders dated 4 February 2010, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

Pursuant to Rule 13.36(4) of the Listing Rules, any refreshment of the General Mandate before the next annual general meeting shall be subject to the Independent Shareholders’ approval by way of poll at the EGM. Any controlling Shareholders and their associates or where there are no controlling Shareholders, the Directors (excluding the independent nonexecutive Directors) and chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolution for approving the New General Mandate as required under Rule 13.36(4)(a) of the Listing Rules. Accordingly, Vitar Development Holdings Limited, the controlling Shareholder holding approximately 36.67% of the issued share capital of the Company as at the Latest Practicable Date, and its associates shall abstain from voting in favour of the relevant resolution at the EGM.

— 16 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprising Mr. Wong Hing Tat, Mr. Cheng Hau Yan and Mr. Zhong Wei Guang being the independent non-executive Directors, has been formed to advise the Independent Shareholders on whether the granting of the New General Mandate is fair and reasonable, and in the interest of the Company and the Shareholders as a whole.

BASIS OF OUR OPINION

In formulating our advice and recommendation to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true, complete and accurate in all material respects at the time when they were made and continue to be so as at the date of the despatch of the Circular. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiries and careful considerations.

We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us.

We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our recommendation in compliance with Rule 13.80 of the Listing Rules. The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in the Circular misleading. We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our recommendation. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company nor have we considered the taxation implication on the Group or the Shareholders as a result of the transactions herein.

In addition, we have no obligation to update this opinion to take into account events occurring after the issue of this letter. Nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS CONSIDERED

In arriving at our opinion in respect of the proposed grant of the New General Mandate, we have considered the following principal factors and reasons:

Background of the New General Mandate

The Group is principally engaged in manufacturing and sales of insulation and heat resistance materials, and trading of copper and silicone rubber.

At the Last AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the General Mandate to issue not more than 20,000,000 Shares, being 20% of the aggregate nominal amount of the issued share capital of the Company of 100,000,000 Shares as at the date of passing of that resolution.

During the period from the grant of the General Mandate to the Latest Practicable Date, the General Mandate had been fully utilized by the Company by the way of Placing, details of which are set out in the announcement of the Company dated 30 December 2009. The completion of the Placing took place on 19 January 2010.

If the New General Mandate is not granted, no Shares can be further issued and allotted by the Directors under the General Mandate. In addition, we were advised that the next annual general meeting will not be held until around June 2010, which is about five months away from the Latest Practicable Date. In order to top up the number of Shares to be issued pursuant to the General Mandate after the Placing, and with a view to maintaining the financial flexibility for the Group to manage its business and to raise additional equity capital for any future business development and investment opportunities, the Directors therefore propose to the Independent Shareholders an ordinary resolution to grant the New General Mandate such that the Directors can exercise the power of the Company to issue new Shares up to 20% of the issued share capital of the Company as at the date of passing the relevant resolution at the EGM.

As at the Latest Practicable Date, the Company had 120,000,000 Shares in issue. On the basis that no Share would be issued and/or repurchased by the Company from the Latest Practicable Date to the date of the EGM, the grant of the New General Mandate would allow the Directors to issue, allot and deal with up to 24,000,000 new Shares, representing 20% of the total issued share capital of the Company as at the Latest Practicable Date. Up to the Latest Practicable Date, the Company does not have any concrete plan regarding the utilization of the New General Mandate to be refreshed.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Reasons for the grant of the New General Mandate

As advised by the Company, we understand that the Directors consider equity financing to be an important avenue of resources to the Group since it (i) does not incur any interest paying obligations on the Group as in bank financing; (ii) is less costly and timeconsuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the capability to capture any capital raising or prospective investment opportunity as and when it arises. Notwithstanding that there is no immediate funding need for the Groups’ current operations and that there is currently no concrete proposal presented by potential investors for investment in Shares, the Board considers that the grant of the New General Mandate is necessary so that should future funding needs arise or attractive terms for investment in Shares become available from potential investors, the Board will be able to respond to the market and such investment opportunities promptly. The Directors consider that the grant of the New General Mandate is in the best interests of the Company and the Shareholders as a whole.

We noted from the interim report of the Company for the six months ended 30 June 2009, the Group registered unaudited net loss of approximately HK$3.08 million, representing a drop of approximately HK$9.8 million from audited net profit of approximately HK$6.72 million for the six months ended 30 June 2008. For the six months ended 30 June 2009, the bank and cash balances of the Group was approximately HK$42.8 million whereas total liabilities of the Group amounted to approximately HK$48.8 million.

In view of the above, we are of the opinion that the grant of the New General Mandate would provide the Company with greater flexibility essential for fulfilling any possible funding needs for future business development and/or investment decisions in a timely manner. Consequently, we are of the view that the grant of New General Mandate is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

History of fund raising activities of the Group during the last 12 months

According to the information provided by the Directors, we summarise the fund raising activities of the Company during the past 12 months immediately preceding the Latest Practicable Date in the following table:

Date of			Intended use of	Actual use of
announcement	Description	Net proceeds	proceeds	proceeds
30 December	Placing of	Approximately	General working	To be used as
2009	20,000,000 new	HK$42 million	capital of the	general working
	Shares on a best		Group	capital of the
	effort basis to			Group
	not less than six
	placees

Save as disclosed herein, the Company has not conducted any other equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

Other financing alternatives

The Directors consider equity financing to be an important avenue of resources for the Group since it does not create any interest paying obligations on the Group. In appropriate circumstances, the Group will also consider other financing methods such as debt financing or internal cash resources to fund its future investment and/or business development. While sufficient for its present requirements, there is no certainty that such cash resources will be adequate or other financing alternatives will be available for appropriate investment that may be identified by the Company in the future. In addition, debt financing will incur interest burden on the Group and it may be subject to lengthy due diligence and negotiations with lenders with reference to the Group’s financial position, capital structure and the financial market condition at that time. The Directors consider that equity financing such as issuance of new Shares could be an appropriate means to fund such investments and/or acquisitions and provide additional working capital for future development and expansion of the Group.

We consider that the proposed grant of the New General Mandate will provide the Company with an additional alternative for fund raising and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future development, including equity financing. As such, we are of the view that the proposed grant of the New General Mandate will be in the interest of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Potential dilution to shareholding of the Independent Shareholders

We set out below the table depicting (i) the shareholding structure of the Company as at the Latest Practicable Date; and for illustrative purpose, (ii) shareholding structure of the Company upon full utilisation of the New General Mandate, assuming no Shares are issued or repurchased during the period between the Latest Practicable Date and the date of EGM:

Shareholders Vitar Development Holdings Limited (Note 1) Wright Source Limited_(Note 2) Existing Public Shareholders Shares issued under the New General Mandate Total _Notes:	As at the date of the Latest Practicable Date (No. of Shares) % 44,000,000 36.67 28,000,000 23.33 48,000,000 40.00 — 120,000,000 100.00	Upon full utilisation of the New General Mandate (No. of Shares) % 44,000,000 30.56 28,000,000 19.44 48,000,000 33.33 24,000,000 16.67 144,000,000 100.00	Upon full utilisation of the New General Mandate (No. of Shares) % 44,000,000 30.56 28,000,000 19.44 48,000,000 33.33 24,000,000 16.67 144,000,000 100.00
			100.00

1. Vitar Development Holdings Limited is owned as to 35% by Mr. Leung Chau Hiu, 32.5% by Mr. Leung Kai Wing, 10% by Ms. Tsang Chi Yung, 10% by Ms. Leung Chun Yin, 7.5% by Mr. Yip Sai Keung and 5% by Ms. Wong Lai Mui, respectively.

2. Wright Source Limited is wholly owned by Mr. Cheung Wai Kuen.

Shareholders should be aware that the General Mandate will be revoked upon approval at the EGM by the Independent Shareholders of the New General Mandate which will be and continue to be in force until the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Shareholders in general meeting; or (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles, or any applicable laws of Cayman Islands to be held.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As illustrated in the table above, assuming that (i) the refreshment of the General Mandate is approved at the EGM; and (ii) no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the date of the EGM (both dates inclusive), 24,000,000 new Shares can be issued upon full utilisation of the New General Mandate, representing 20% the issued share capital as at the Latest Practicable date, and the aggregate shareholding of the existing public Shareholders will decrease from approximately 40.00% as at the Latest Practicable Date to approximately 33.33% upon full utilisation of the New General Mandate, representing a potential maximum decrease in public shareholding of approximately 6.67%.

Taking into account that (i) the New General Mandate will provide an alternative means for the Company to raise capital by allotment and issue of new Shares before the next annual general meeting; (ii) the New General Mandate provides more flexibility and options of financing to the Group for further business development as well as for other potential future investments and/or acquisitions as and when such opportunities arise; and (iii) the shareholding interests of all the Shareholders will be decreased in proportion to their respective shareholdings upon any utilisation of the New General Mandate, we consider such potential dilution to shareholdings of the public Shareholders acceptable.

RECOMMENDATION

Having taken into account the principal factors and reasons referred to the above, we are of the opinion that the proposed grant of the New General Mandate is fair and reasonable so far as the Company and the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. We therefore advise the Independent Shareholders and recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution approving the grant of the New General Mandate at the EGM. Independent Shareholders are however advised to take note of the possible dilution effect on their shareholding interests in the Company when and if the New General Mandate is utilised.

Yours faithfully,

For and on behalf of

Athens Capital Limited

Ross Cheung William Keith Jacobsen

Director Director

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NOTICE OF EGM

==> picture [62 x 62] intentionally omitted <==

VITAR INTERNATIONAL HOLDINGS LIMITED 威達國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Vitar International Holdings Limited (the “ Company ”) will be convened at Unit 7, 26/F., Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong on 23 February 2010 at 10:00 a.m., Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions of the Company as ordinary resolutions (with or without modifications):

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting or agreeing to grant the approval for the listing of, and permission to deal in, the Subdivided Shares (as hereinafter defined), each of the issued and unissued shares of HK$0.10 each in the share capital of the Company be and is hereby subdivided into twenty shares of HK$0.005 each (each, a “ Subdivided Share ”) with effect from the business day immediately following the day on which this resolution is passed (the “ Share Subdivision ”) and the directors of the Company be authorised to issue new share certificates in respect of the Subdivided Shares to holders of existing shares of the Company pursuant to the Share Subdivision and to do all things and execute all documents in connection with or incidental to the Share Subdivision as the directors think fit or desirable.”

2. “ THAT , to the extent not already exercised, the mandate to allot and issue shares of the Company to the Directors at the annual general meeting (the “ AGM ”) of the Company held on 8 June 2009 be and is hereby revoked and replaced by the mandate THAT :

3. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period

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NOTICE OF EGM

(as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares of HK$0.10 each or upon the Share Subdivision (as defined in Resolution No.1 of this Notice) becoming effective, HK$0.005 each in share capital of the Company (in either case, the “ Share ”) in the capital of the Company and to make or grant offers, agreements and options (including any warrants, bonds and debentures convertible into Shares) which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

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

• (c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed 20 per cent. of the aggregate nominal amount of the ordinary share capital of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;

• (d) for the purposes of this resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; and

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NOTICE OF EGM

• (iii) the passing of an ordinary resolution by the shareholders (the “ Shareholders ”) of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares whose names appear on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares as at that date (subject to such exclusions or other arrangements as the Directors 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong); and

• (e) the general mandate granted to the Directors to exercise power of the Company to allot, issue and deal in securities of the Company at the annual general meeting of the Company held on 8 June 2009 be and is hereby revoked (without prejudice to the valid exercise of such general mandate, if any, prior to the passing of this resolution).”

Yours faithfully,

By Order of the Board Vitar International Holdings Limited LEUNG Kai Wing Chief Executive Officer

Hong Kong, 4 February 2010

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Flat 4-6, 3/F P.O. Box 2681 New Trade Plaza Tower B Grand Cayman KY1-1111 6 On Ping Street Cayman Islands Siu Lek Yuen Shatin Hong Kong

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NOTICE OF EGM

Notes:

• (1) Subject to provisions of the articles of association of the Company, any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint person as his proxy to attend and vote instead on his behalf at the EGM. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. On a poll, votes may be given either personally or by proxy.

• (2) A form of proxy for use at the EGM is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and returned, together with the power of attorney or other authority (if any) under which it is signed (or a copy which has been certified by a notary) to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof.

• (3) In the case of joint holders of Shares, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto to, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

• (4) Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the EGM or any adjournment thereof and in such event, the form of proxy shall be deemed to be revoked.

• (5) Pursuant to the Listing Rules, the voting on ordinary resolutions at the EGM will be conducted by way of poll.

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