Greentech Technology International Limited — Proxy Solicitation & Information Statement 2011

Apr 15, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about any aspect of this circular or as to the action to be taken, you should consult appropriate independent advisers to obtain independent professional advice.

If you have sold or transferred all your securities in Vitar International Holdings Limited, you should at once hand this circular to the purchaser, transferee or to the bank, licensed securities dealer 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 Cayman Islands with limited liability)

(Stock Code: 195)

(1) NEW CONTINUING CONNECTED TRANSACTIONS, REVISION OF APPROVED CAP AND SETTING OF ANNUAL CAPS AND

(2) PROPOSED CHANGE OF COMPANY NAME

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

Partners Capital International Limited

A letter from the Board is set out on pages 5 to 12 of this circular. A letter from the Independent Board Committee of Vitar International Holdings Limited is set out on page 13 of this circular.

A letter from Partners Capital International Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders of Vitar International Holdings Limited, is set out on pages 14 to 22 of this circular.

A notice convening the extraordinary general meeting of the Company to be held at Room 2607, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 6 May 2011 at 11:30 a.m. in respect of the continuing connected transactions and the annual caps is set out on pages 27 to 28 of this circular. A notice convening another extraordinary general meeting of the Company to be held at Room 2607, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 12 May 2011 at 11:30 a.m. in respect of the proposed change of company name is set out on pages 29 to 30 of this circular. Whether or not you are able to attend either or both of the extraordinary general meetings, you are requested to complete the accompanying forms of proxy in accordance with the instructions printed thereon and return them to the office of the branch share registrar and transfer office of Vitar International Holdings Limited in Hong Kong, Tricor Investors Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the related extraordinary general meeting or any adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the related extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

18 April 2011

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
New Continuing Connected Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Letter from Partners Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Notice of the Extraordinary General Meeting
The First EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
The Second EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

– i –

DEFINITIONS

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

‘‘Annual Cap(s)’’	the maximum aggregate amount for the transactions contemplated
	under the New Framework Agreement for the supply of tin
	concentrates for each of the three years ending 31 December 2013
‘‘Approved Cap(s)’’	the maximum annual cap of the transactions contemplated under
	the Framework Agreement for the supply of tin concentrates for
	the year 2011
‘‘Board’’	the board of Directors
‘‘Buyer’’	Yunnan Tin Company Ltd., a wholly owned subsidiary of the
	Yunnan Tin PRC
‘‘Company’’	Vitar International Holdings Limited, a company incorporated in
	the Cayman Islands whose shares are listed on the Main Board of
	the Stock Exchange
‘‘connected person(s)’’	the meaning ascribed to it in the Listing Rules
‘‘Continuing Connected	the transactions contemplated under the Framework Agreement
Transactions’’	between YT Parksong Australia and the Buyer during the period
	from April 2010 to March 2011
‘‘Director(s)’’	the director(s) of the Company
‘‘First EGM’’	the extraordinary general meeting of the Company to be convened
	for the purpose of considering, and if thought fit, approving (i)
	the New Continuing Connected Transactions; and (ii) the Annual
	Caps
‘‘Framework Agreement’’	the framework agreement dated 16 April 2010 and entered into
	between YT Parksong Australia and the Buyer in relation to the
	supply of tin concentrates for the period from April 2010 to
	March 2011
‘‘Group’’	the Company and its subsidiaries
‘‘HK$’’	Hong Kong Dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the People’s
	Republic of China

– 1 –

DEFINITIONS

• ‘‘Independent Board Committee’’

the independent committee of Board, comprising Mr. Poon Fuk Chuen, Mr. Liu Feng and Mr. Zhong Wei Guang, all of whom are independent non-executive Directors, formed to advise the Independent Shareholders as to (i) the New Continuing Connected Transactions; and (ii) the Annual Caps

• ‘‘Independent Shareholder(s)’’

• Shareholder(s) who are not required, under the Listing Rules, to abstain from voting at the First EGM to consider and, if thought fit, approve (i) the New Continuing Connected Transactions; and (ii) the Annual Caps

• ‘‘Latest Practicable Date’’

• 14 April 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• ‘‘Listing Rules’’

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

• ‘‘LME’’ the London Metal Exchange

• ‘‘March EGM’’

• the extraordinary general meeting of the Company convened on 16 March 2011 for the purpose of considering, and if thought fit, approving (i) the Continuing Connected Transactions; and (ii) the Approved Cap

• ‘‘New Buyer’’

• Yunnan Tin Australia TDK Resources Pty Ltd., a wholly owned subsidiary of the Yunnan Tin PRC

• ‘‘New Continuing Connected Transactions’’

• the transactions contemplated under the New Framework Agreement between YT Parksong Australia and the New Buyer during the period from April 2011 to December 2013

• ‘‘New Framework Agreement’’

• the framework agreement dated 25 March 2011 and entered into between YT Parksong Australia and the New Buyer for the purpose of supplying of tin concentrates to the latter after the expiration of the Framework Agreement during April 2011 to December 2013

• ‘‘Parksong Mining’’

Parksong Mining And Resource Recycling Limited, a limited liability company incorporated under the laws of Hong Kong and is also a wholly owned subsidiary of the Company

– 2 –

DEFINITIONS

• ‘‘Partners Capital’’ or ‘‘Independent Partners Capital International Limited, a licensed corporation Financial Adviser’’ registered under the SFO to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities as defined in SFO, and the independent financial adviser appointed for the purpose of advising the Independent Board Committee and the Independent Shareholders as to (i) the New Continuing Connected Transactions; and (ii) the Annual Caps

• ‘‘PRC’’ the People’s Republic of China and for the sole purpose of this announcement shall exclude Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

• ‘‘Proposed Change of Name’’ The proposed change of the English name of the Company from ‘‘Vitar International Holdings Limited’’ to ‘‘Goodtop Tin International Holdings Limited’’ and the Chinese name of the Company from ‘‘威達國際控股有限公司’’ to ‘‘萬佳錫業國際控股 有限公司’’

• ‘‘Second EGM’’ the extraordinary general meeting of the Company to be convened for the purpose of considering, and if thought fit, approving Proposed Change of Name

• ‘‘SFO’’ The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong

• ‘‘Share(s)’’ share(s) at par value of HK$0.005 each in the issued share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Shares

• ‘‘Stock Exchange’’ the Stock Exchange of Hong Kong Limited

• ‘‘subsidiary’’ has the meaning ascribed thereto under the Companies Ordinance

• ‘‘US$’’ United States Dollars, the lawful currency of the United States

‘‘YT Parksong Australia’’ YT Parksong Australia Holding PTY Ltd., a limited liability company incorporated under the laws of Australia which is wholly owned by Yunnan Tin HK and therefore a non-wholly owned subsidiary of the Company

‘‘Yunnan Tin HK’’ Yunnan Tin Hong Kong (Holdings) Group Co., Limited, a limited liability company incorporated under the laws of Hong Kong, which is beneficially owned as to 82% by the Parksong Mining and 18% by the Yunnan Tin PRC, and therefore a non-wholly owned subsidiary of the Company

– 3 –

DEFINITIONS

• ‘‘Yunnan Tin PRC’’

Yunnan Tin Group (Holding) Co., Ltd.* (雲南錫業集團（控股） 有限責任公司), a limited liability company incorporated in the PRC, which is beneficially owned by the Government of the Yunnan Province and is the parent company of the Buyer and the New Buyer

‘‘%’’ per cent

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

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VITAR INTERNATIONAL HOLDINGS LIMITED 威 達 國 際 控 股 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 195)

Executive Directors: Mr. Cheng Hau Yan (Chairman) Mr. Leung Kai Wing (Chief Executive Officer) Mr. Cheung Wai Kuen Mr. Chen Liang

Independent Non-executive Directors: Mr. Poon Fuk Chuen Mr. Liu Feng Mr. Zhong Wei Guang

Registered Office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Room 2607, 26/F, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong

18 April 2011

To the Shareholders

Dear Sir or Madam,

(1) NEW CONTINUING CONNECTED TRANSACTIONS, REVISION OF APPROVED CAP AND SETTING OF ANNUAL CAPS AND

(2) PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

On 25 March 2011, the New Framework Agreement was entered into between YT Parksong Australia and the New Buyer, and the transactions pursuant to which will constitute continuing connected transactions under the Listing Rules.

Meanwhile, the Board proposes to change both the English and Chinese name of the Company in order to better reflect the Group’s existing business scope.

– 5 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further information of (i) the New Continuing Connected Transactions and the Annual Caps; the recommendation of the Independent Board Committee in relation to the New Continuing Connected Transactions and the Annual Caps; and the advice of Partners Capital to the Independent Board Committee and the Independent Shareholders in relation to the New Continuing Connected Transactions and the Annual Caps; and (ii) the Proposed Change of Name.

This circular also encloses two notices to the Shareholders including (i) a notice to convene the First EGM to consider and, if thought fit, pass the necessary resolution to approve the New Continuing Connected Transactions and the Annual Caps; and (ii) a notice to convene the Second EGM to consider and, if though fit, pass the necessary resolution to approve the Proposed Change of Name.

(1) NEW CONTINUING CONNECTED TRANSACTIONS

On 25 March 2011, the New Framework Agreement was entered into between YT Parksong Australia and the New Buyer, pursuant to which YT Parksong Australia agreed to supply and the New Buyer agreed to buy tin concentrates for the period from April 2011 to December 2013.

According to the announcement of the Company dated 4 March 2011, the Company successfully acquired the entire equity interest in Parksong Mining, which holds an equity interest of 82% in Yunnan Tin HK, which in turn wholly owns the YT Parksong Australia. Consequently, both Yunnan Tin HK and YT Parksong Australia have become non-wholly owned subsidiaries of the Company. In view that Yunnan Tin PRC is (i) the parent which wholly owns the New Buyer and the Buyer; and (ii) the substantial shareholder of Yunnan Tin HK, Yunnan Tin PRC, the New Buyer and the Buyer are the connected persons of the Company. Therefore, the transactions contemplated under the New Framework Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Since the New Buyer and the Buyer are wholly and beneficially owned by the Yunnan Tin PRC, the transactions between the YT Parksong Australia and both the New Buyer and the Buyer are viewed as a whole for determination of the Annual Caps. The Continuing Connected Transactions under the Framework Agreement and the Approved Cap have been duly approved by the Shareholders at the March EGM. In order to proceed with the New Continuing Connected Transactions (which is of same nature of the Continuing Connected Transactions), the Approved Cap must be revised and new annual caps for the two year ending 31 December 2013 must be set for the inclusion of the New Continuing Connected Transactions. Therefore, the Board proposes to adopt the Annual Caps.

– 6 –

LETTER FROM THE BOARD

THE NEW FRAMEWORK AGREEMENT

Date:

25 March 2011

Parties:

Seller: YT Parksong Australia, a non wholly-owned subsidiary of the Company Buyer: Yunnan Tin Australia TDK Resources Pty Ltd.

Term

The term of the New Framework Agreement is for the period from April 2011 to December 2013.

Purchase of Tin Concentrates

Nature of transaction

Pursuant to the New Framework Agreement, YT Parksong Australia agreed to supply tin concentrates to the New Buyer in accordance with the terms of the New Framework Agreement for the period from April 2011 to December 2013.

Pricing basis

The price of tin concentrates per dry metric ton was agreed by the above-mentioned parties after taking into account the factors (i) the LME cash settlement average price of tin metal; (ii) the treatment charge per dry metric ton; (iii) deduction based on the final tin content; and (iv) penalty for impurity.

Payment terms

It was agreed that the New Buyer pays 85% of the provisional value of each lot within three working days after the New Buyer receives all shipment documents and the remaining part will be settled within 10 working days after the final analysis and weights of tin concentrates confirmed by both YT Parksong Australia and the New Buyer.

Annual Caps

The historical aggregate transaction amount for the period from April 2010 to December 2010 and for the period from January 2011 to March 2011 and the Annual Caps for each of the three years ending 31 December 2013 are set out as follows:

	From April 2010	From January 2011
	to December 2010	to March 2011
Historical aggregate transaction amount
(HK$ million)	290.9	83.8

– 7 –

LETTER FROM THE BOARD

(HK$ million) Existing annual cap (Approved Cap) Proposed maximum aggregate transaction amount Annual Caps	From 1 January 2011 to 31 December 2011 155 (January to March 2011) 852 (January to December 2011) 852	From 1 January 2012 to 31 December 2012 N/A 1,031 1,031	From 1 January 2013 to 31 December 2013 N/A 1,248
			1,248

The Annual Caps for the each of the three years ending 31 December 2013 were determined with reference to (i) historical transaction amount and the settlement price for the supply of tin concentrates to the Buyer for the period from April 2010 to March 2011; (ii) the estimated volume for the supply of tin concentrates for the period from April 2011 to December 2013; (iii) the historical trend of the LME cash settlement average price of tin metal from April 2010 to March 2011; and (iv) the historical settlement price between YT Parksong Australia and the Buyer.

INFORMATION OF THE BUYER

The New Buyer is a limited liability company incorporated in Australia and is principally engaged in tin mining in Australia. The New Buyer is wholly owned by Yunnan Tin PRC, a substantial shareholder of the Yunnan Tin HK (a non-wholly owned subsidiary of the Company which holds 100% equity interest of the YT Parksong Australia). Yunnan Tin PRC has the largest production and manufacturing base in the world for metal tin and the largest production centre for tin profiles, tin chemicals and arsenic chemicals in PRC. It also owns the state-level enterprise technology centre and the biggest tin research and precious metals research and development organization in PRC.

REASONS FOR AND BENEFIT OF THE CONTINUING CONNECTED TRANSACTIONS

The Group is principally engaged in manufacturing and the sale of insulation and heat resistance material and trading of copper and silicone rubber and the tin mining business in Tasmania, Australia through its non-wholly owned subsidiary YT Parksong Australia.

Having considered that the Framework Agreement entered into between YT Parksong Australia and the Buyer on 16 April 2010 would expire on 31 March 2011 and the good business relationship between YT Parksong Australia and the Buyer, the Board has entered into the New Framework Agreement with the New Buyer, as directed by Yunnan Tin PRC. The Board is of the view that (i) the Group can secure a source for deriving stable revenue and improve the Shareholders’ return as Yunnan Tin PRC is one of the world leading tin producers which requires significant amount of tin for production; and (ii) the Group can focus its resources on monitoring on the production of YT Parksong Australia and allocate resources to identify additional customers.

– 8 –

LETTER FROM THE BOARD

The Directors (excluding the independent non-executive Directors) are of the view that the New Framework Agreement is entered into on normal commercial terms in the ordinary and usual course of businesses of the Company on an arm’s length basis and the terms of the New Continuing Connected Transactions and the Annual Caps are fair and reasonable so far as the Shareholders are concerned and are in the interests of the Group and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, the Company indirectly holds an equity interest of 82% in YT Parksong Australia and the remaining equity interest is held by Yunnan Tin PRC which is also the parent of both the New Buyer and the Buyer, and therefore the New Buyer, the Buyer and the Yunnan Tin PRC are the connected persons of the Company. Accordingly, the transactions contemplated under the New Framework Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios for the Annual Caps relating to the New Continuing Connected Transactions exceeds 25% and HK$10,000,000, the New Continuing Connected Transactions are subject to announcement and reporting requirements and Independent Shareholders’ approval at the general meeting under the Listing Rules.

As at the Latest Practicable Date, no connected person which is a party to the New Continuing Connected Transactions is a Shareholder and no Director, connected person, Shareholder and their associate has a material interest in the New Continuing Connected Transactions, all Shareholders are eligible to vote on the ordinary resolutions to be proposed at the First EGM in respect of the New Continuing Connected Transactions and the Annual Caps.

FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the First EGM at which an ordinary resolution will be proposed to consider and, if thought fit, to approve (i) the New Continuing Connected Transactions; and (ii) the Annual Caps to be held at Room 2607, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 6 May 2011 at 11:30 a.m., is set out on pages 27 to 28 of this circular. Whether or not you are able to attend the First EGM in person, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investors Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be). Completion and return of the accompanying form of proxy will not preclude you from attending and voting in person at the First EGM or any adjourned meeting (as the case may be) should you so wish.

In accordance with the requirements of the Listing Rules, the ordinary resolution to be put forward at the First EGM will be voted on by all Shareholders by way of poll.

– 9 –

LETTER FROM THE BOARD

FORMATION OF THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising all the independent non-executive Directors, has been formed to advise the Independent Shareholders as to whether the New Continuing Connected Transactions are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Shareholders are concerned and the Annual Caps are fair and reasonable. Your attention is drawn to the letter from the Independent Board Committee containing its advice set out on page 13 of this circular.

Partners Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the New Continuing Connected Transactions are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Shareholders are concerned and the Annual Caps are fair and reasonable. The text of the letter of advice from Partners Capital is set out on pages 14 to 22 of this circular.

RECOMMENDATIONS

The Board believes that the terms of the New Continuing Connected Transactions are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Shareholders are concerned and the Annual Caps are fair and reasonable. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the First EGM to approve (i) the New Continuing Connected Transactions; and (ii) the Annual Caps.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information contained in the appendix to this circular.

(2) PROPOSED CHANGE OF COMPANY NAME

Subject to the passing of a special resolution approving the Proposed Change of Name, the Company proposes to change the name of the Company from ‘‘Vitar International Holdings Limited’’ to ‘‘Goodtop Tin International Holdings Limited’’ and the Chinese name from ‘‘威達國際控股有限公司’’ to ‘‘萬佳錫業國際控股有限公司’’. The Second EGM will be convened to consider and, if thought fit, to approve the Proposed Change of Name.

REASON FOR THE PROPOSED CHANGE OF COMPANY NAME

The Directors believe that the proposed new name will better reflect the Group’s existing business scope following the acquisition of the entire equity interest in Parksong Mining as the Company is now also engaged in tin mining business in Tasmania, Australia through a non-wholly owned subsidiary of Parksong Mining. The Directors (including the independent non-executive Directors) consider that the Proposed Change of Name is in the interests of the Company and the Shareholders as a whole.

– 10 –

LETTER FROM THE BOARD

CONDITIONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Name is subject to the satisfaction of the following conditions:

• (i) The passing of a special resolution by the Shareholders approving the Proposed Change of Name at the Second EGM; and

• (ii) The approval for such change of name being granted by the Registrar of Companies in the Cayman Islands.

The relevant filing with the Registrar of Companies in the Cayman Islands will be made after the passing of the special resolution at the Second EGM. Further announcement will be made by the Company when the Proposed Change of Name becomes effective and the relevant trading arrangement (if any) as a result of the change of Company name.

EFFECT OF THE PROPOSED CHANGE OF COMPANY NAME

Upon the change of company name becoming effective, all existing share certificates bearing the current name of Vitar International Holdings Limited will continue to be evidence of title to the shares and will continue to be valid for trading, settlement and registration purposes and the rights of the Shareholders will not be affected as a result of the change of company name. Should the change of company name become effective, any issue of share certificates thereafter will be in the new company name and the securities of the Company will be traded on The Stock Exchange of Hong Kong Limited in the new name.

SECOND EXTRAORDINATY GENERAL MEETING

A notice convening the Second EGM at which a special resolution will be proposed to consider and, if thought fit, to approve the Proposed Change of Name to be held at Room 2607, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 12 May 2011 at 11:30 a.m., is set out on pages 29 to 30 of this circular. Whether or not you are able to attend the Second EGM in person, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investors Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be). Completion and return of the accompanying form of proxy will not preclude you from attending and voting in person at the Second EGM or any adjourned meeting (as the case may be) should you so wish.

In accordance with the requirements of the Listing Rules, the special resolution to be put forward at the Second EGM will be voted on by all Shareholders by way of poll.

– 11 –

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the Proposed Change of Name is in the interests of the Group and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders should vote in favour of the special resolution to be proposed at the Second EGM to approve the Proposed Change of Name.

Yours faithfully, For and on behalf of Vitar International Holdings Limited Cheng Hau Yan Chairman

– 12 –

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 Cayman Islands with limited liability)

(Stock Code: 195)

To the Independent Shareholders

Dear Sir or Madam,

NEW CONTINUING CONNECTED TRANSACTIONS

We refer to the document dated 18 April 2011 issued by the Company (the ‘‘Circular’’), of which this letter forms part. Terms defined in the Circular shall bear the same meanings when used herein unless the context requires otherwise.

We have been appointed by the Board as the Independent Board Committee to advise you in connection with the New Continuing Connected Transactions and the Annual Caps and to advise you as to whether, in our opinion, the terms of the New Continuing Connected Transactions and the Annual Caps are fair and reasonable so far as the Shareholders are concerned. Details of the New Continuing Connected Transactions and the Annual Caps are set out in the letter from the Board contained in the Circular. Partners Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the New Continuing Connected Transactions and the Annual Caps. Details of its advice and the principal factors taken into consideration in arriving at its recommendations are set out in the letter from Partners Capital contained in the Circular.

Having considered the terms of the New Continuing Connected Transactions and the Annual Caps and taking into account the information contained in the Circular and the advice of Partners Capital, we are of the opinion that the terms of the New Continuing Connected Transactions and the Annual Caps are on normal commercial terms, fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be put forward at the First EGM to approve the New Continuing Connected Transactions and the Annual Caps.

Yours faithfully, Mr. Poon Fuk Chuen Mr. Liu Feng Mr. Zhong Wei Guang Independent Non-executive Directors

– 13 –

LETTER FROM PARTNERS CAPITAL

Partners Capital International Limited

Partners Capital International Limited Unit 3906, 39/F, COSCO Tower 183 Queen’s Road Central Hong Kong

18 April 2011

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

NEW CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders in respect of the terms under the New Framework Agreement, the New Continuing Connected Transactions and the Annual Caps, particulars of which are set out in the letter from the Board (the ‘‘Letter from the Board’’) of the circular to the Shareholders dated 18 April 2011 (the ‘‘Circular’’) and in which this letter is reproduced. Unless the context requires otherwise, capitalised terms used in this letter shall have the same meanings as given to them under the definitions section of the Circular.

As set out in the Letter from the Board, on 25 March 2011, the New Framework Agreement was entered into between YT Parksong Australia and the New Buyer for the supply of tin concentrates by YT Parksong Australia to the New Buyer for a period from April 2011 to December 2013. According to the announcement of the Company dated 4 March 2011, the Company completed the acquisition of the entire equity interest in Parksong Mining, which holds an equity interest of 82% in Yunnan Tin HK, which in turn wholly owns YT Parksong Australia. Consequently, both Yunnan Tin HK and YT Parksong Australia have become non-wholly owned subsidiaries of the Company. In view that the New Buyer and the Buyer are wholly owned by Yunnan Tin PRC which is a substantial shareholder of Yunnan Tin HK, Yunnan Tin PRC, the New Buyer and the Buyer are the connected persons of the Company. Therefore, the transactions contemplated under the New Framework Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Since the New Buyer and the Buyer are wholly and beneficially owned by Yunnan Tin PRC, the transactions between YT Parksong Australia and both the New Buyer and the Buyer are viewed as a whole for determination of the Annual Caps. The Continuing Connected Transactions under the Framework Agreement and the Approved Cap have been duly approved by the Shareholders at the March EGM. In order to proceed with the New Continuing Connected Transactions (which is of same nature of the Continuing Connected Transactions), the Approved Cap must be revised and new annual caps for the two year ending 31 December 2013 must be set for the inclusion of the New Continuing Connected Transactions. Therefore, the Board proposes to adopt the Annual Caps.

As the applicable percentage ratios for the Annual Caps relating to the New Continuing Connected Transactions exceed 25% and HK$10,000,000, the New Continuing Connected Transactions are subject to announcement and reporting requirements and Independent Shareholders’ approval at the general

– 14 –

LETTER FROM PARTNERS CAPITAL

meeting under the Listing Rules. The Company will convene the First EGM to seek Independent Shareholders’ approval for the New Continuing Connected Transactions and the Annual Caps. Accordingly, the Independent Board Committee has been established to advise whether the terms under the New Framework Agreement, the New Continuing Connected Transactions and the Annual Caps are fair and reasonable and whether the New Continuing Connected Transactions and the Annual Caps are in the interests of the Company and the Shareholders as a whole. In this regard, Partners Capital has been appointed as the independent financial adviser to the Independent Board Committee and the Independent Shareholders.

We are not connected with the directors, chief executive and substantial shareholders of the Company or any of its subsidiaries or their respective associates and are therefore considered suitable to give independent advice to the Independent Board Committee and the Independent Shareholders. Apart from normal professional fees payable to us in connection with this appointment, no arrangement exists whereby we will receive any fees or benefits from the Company or the directors, chief executive and substantial shareholders of the Company or any of its subsidiaries or their respective associates.

In formulating our opinion, we have relied on the accuracy of the information and representations contained in the Circular and have assumed that all information and representations made or referred to in the Circular were true at the time they were made and continue to be true as at the date of the Circular. We have also relied on our discussion with the management of the Company regarding the Group and the New Continuing Connected Transactions and the Annual Caps, including the information and representations contained in the Circular. We have also assumed that all statements of belief, opinion and intention made by the Directors and the Company in the Circular were reasonably made after due enquiry. We consider that we have reviewed sufficient information to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have no reason to suspect that any material facts have been omitted or withheld from the information contained or opinions expressed in the Circular nor to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors. We have not, however, conducted an independent in-depth investigation into the business and affairs of the Group, the Company, Yunnan Tin PRC, Yunnan Tin HK, YT Parksong Australia, the Buyer, the New Buyer and their respective associates nor have we carried out any independent verification of the information supplied.

– 15 –

LETTER FROM PARTNERS CAPITAL

NEW CONTINUING CONNECTED TRANSACTIONS

Principal factors and reasons considered

In arriving at our opinion regarding the terms under the New Framework Agreement, the New Continuing Connected Transactions and the Annual Caps, we have considered the following principal factors and reasons:

1. Background of and reasons for the New Continuing Connected Transactions and the Annual Caps

According to the announcement of the Company dated 4 March 2011, the Company completed the acquisition of the entire equity interest in Parksong Mining and consequently Yunnan Tin HK and its wholly owned subsidiary, namely YT Parksong Australia, have become non-wholly owned subsidiaries of the Company. As a result, the Group is now engaged in the tin mining business in Tasmania, Australia through its non-wholly owned subsidiary YT Parksong Australia in addition to its original principal business in the manufacturing and the sale of insulation and heat resistance material and trading of copper and silicone rubber.

The Continuing Connected Transactions pursuant to the Framework Agreement have been carried out smoothly from April 2010 to March 2011 and good business relationship was also established between YT Parksong Australia and the Buyer. Having considered that the Framework Agreement entered into between YT Parksong Australia and the Buyer would expire on 31 March 2011, the Board entered into the New Framework Agreement with the New Buyer on 25 March 2011, as directed by Yunnan Tin PRC. The Board is of the view that (i) the Group can secure a source for deriving stable revenue and improve the Shareholders’ return as Yunnan Tin PRC is one of the world leading tin producers which requires significant amount of tin for production; and (ii) the Group can focus its resources on monitoring on the production of YT Parksong Australia and allocate resources to identify additional customers.

In view that the New Buyer is wholly owned by Yunnan Tin PRC which is also a substantial shareholder of Yunnan Tin HK, Yunnan Tin PRC and the New Buyer are the connected persons of the Company. Therefore, the transactions contemplated under the New Framework Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

The Directors (excluding the independent non-executive Directors) are of the view that (i) the terms of the purchases and sales of tin concentrates under the New Framework Agreement are fair and reasonable; and (ii) the transactions thereof are to be on normal commercial terms, in the ordinary and usual course of businesses of the subsidiaries and in the interests of the Group and Shareholders as a whole.

Based on the above, we consider that there is a commercial rationale for the Company to carry out the New Continuing Connected Transactions and enter into the New Framework Agreement.

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LETTER FROM PARTNERS CAPITAL

2. Proposed maximum size for the Annual Caps

Pursuant to the New Framework Agreement, YT Parksong Australia agreed to supply and the New Buyer agreed to buy the tin concentrates for the period from April 2011 to December 2013. Detailed terms of each sale and purchase agreement will be determined on an arm’s length basis and the purchase prices will be determined with primary reference to the prevailing market rate available from LME.

The Annual Caps for the each of the three years ending 31 December 2013 were determined with reference to (i) historical transaction amount and the settlement price for the supply of tin concentrates to the Buyer for the period from April 2010 to March 2011; (ii) the estimated volume for the supply of tin concentrates for the period from April 2011 to December 2013; (iii) the historical trend of the LME cash settlement average price of tin metal from April 2010 to March 2011; and (iv) the historical settlement price between YT Parksong Australia and the Buyer.

Since the New Buyer and the Buyer are wholly and beneficially owned by Yunnan Tin PRC, the transactions between YT Parksong Australia and both the New Buyer and the Buyer are viewed as a whole for determination of the Annual Caps. The Continuing Connected Transactions under the Framework Agreement and the Approved Cap have been duly approved by the Shareholders at the March EGM. In order to proceed with the New Continuing Connected Transactions (which is of same nature of the Continuing Connected Transactions), the Approved Cap must be revised and new annual caps for the two year ending 31 December 2013 must be set for the inclusion of the New Continuing Connected Transactions. Therefore, the Board proposes to adopt the Annual Caps.

The historical aggregate transaction amount for the period from April 2010 to December 2010 and the period from January 2011 to March 2011 are set out as follows:

	From	From
	April 2010	January 2011
	to December	to March
	2010	2011	Total
Historical aggregate transaction amount
(HK$ million)	290.9	83.8	374.7

The historical aggregate transaction amount for the supply of tin concentrates for the 12 months from April 2010 to March 2011 pursuant to the Framework Agreement was approximately HK$374.7 million and the total volume of tin concentrates transacted was approximately 2,400 tonnes. The historical aggregate transaction amount for the period from January 2011 to March 2011 was approximately HK$83.8 million which was below the Approved Cap of HK$155 million. Having reviewed the previous transactions pursuant to the Framework Agreement, we note that the maximum monthly historical transaction volume of tin concentrates was approximately 289 tonnes.

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LETTER FROM PARTNERS CAPITAL

The Company expects that the maximum revenues to be generated from sales of tin concentrates to the New Buyer under the New Framework Agreement for the each of the three years ending 31 December 2013 are as follows:

(HK$ million) Existing annual cap (Approved Cap) Proposed maximum aggregate transaction amount Annual Caps	From 1 January 2011 to 31 December 2011 155 (January to March 2011) 852 (January to December 2011) 852	From 1 January 2012 to 31 December 2012 N/A 1,031 1,031	From 1 January 2013 to 31 December 2013 N/A 1,248
			1,248

As regards the Annual Caps to be sought for each of the three years ending 31 December 2013 as stated above, we have obtained from the Company the estimated sales of tin concentrates summing roughly up to the Annual Caps. We understand from the Directors that such list of estimates was prepared on the basis of multiplying the estimated unit tin price by estimated volume of tin to be sold.

The historical and expected sales volume of tin concentrates supplied or to be supplied by YT Parksong Australia from April 2010 to December 2013 are set out as follows:

Sales volume (tonnes) Tin concentrates to the Buyer or the New Buyer (as the case may be) Tin concentrates to an independent third party customer Total	From April 2010 to December 2010 (Historical) 2,008 229 2,237	From January 2011 to December 2011 (Forecast) 3,495 N/A 3,495	From January 2012 to December 2012 (Forecast) 3,845 N/A 3,845	From January 2013 to December 2013 (Forecast) 4,230 N/A
				4,230

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LETTER FROM PARTNERS CAPITAL

As set out in the above table, the tin concentrates supplied by YT Parksong Australia to the Buyer was approximately 2,008 tonnes for the period from April 2010 to December 2010. Meanwhile, YT Parksong Australia also supplied tin concentrates to an independent third party customer as to approximately 229 tonnes. Therefore, the total sales volume of tin concentrates supplied by YT Parksong Australia for year 2010 (which included nine months from April to December 2010) was approximately 2,237 tonnes. As advised by the Company, the operation in the mine just commenced in March 2010 and accordingly the utilization of its manpower and machinery has not reached the most efficient level during the term under the Framework Agreement and thus the Approved Cap was not substantially used. The Directors believe that, with operational experience gained in the previous year, the Company expects that an efficient scale of operation and production of tin concentrates can be attained in 2011. In addition, pursuant to the sale and purchase agreement and the supplemental deeds relating to the acquisition of Parksong Mining, the Company was warranted by the vendor that the production of tin concentrates shall be not less than 6,500 tonnes for each of the three anniversaries following the completion of acquisition (i.e. the three years commencing from 4 March 2011, being the completion date of acquisition). As Parksong Mining entitles 50% of the rights and benefits from the relevant mining assets, the Company can share half of the production volume warranted by the Vendor, i.e. a minimum of 3,250 tonnes of tin concentrates.

We were advised by the Company that the expected annual sales volume of tin concentrates for the year 2011 would be approximately 3,495 tonnes which included approximately 393 tonnes of tin concentrates sold between January 2011 and March 2011 to the Buyer. Accordingly, the average monthly sales volume of tin concentrates for the year 2011 would be approximately 291 tonnes. We were provided by the Company that (i) the largest monthly sales volume was approximately 289 tonnes pursuant to the Framework Agreement; and (ii) the average monthly sales of tin concentrates for the period from April 2010 to January 2011 and the period from February 2011 to March 2011 were approximately 238 tonnes and 137 tonnes respectively. As advised by the Company, the reduction in sales volume as well as the production volume of tin concentrates during the period from February 2011 to March 2011 was due to rehabilitation in one of the stopes in the mining assets in February 2011. The stope rehabilitation was completed at the end of March 2011 and the Company expects that the production of tin concentrates will regain its momentum thereafter. Besides, the Company has planned to (i) increase the number of drilling rig, bogger and truck to be used in the mining assets from the existing size of 12 to 20 by the year 2013; (ii) recruit 5 employees per annum for tin concentrates production from the current size of 46 employees; and (iii) appoint an additional subcontractor principally responsible for the stope rehabilitation so that the existing mine operator can focus its resources in tin concentrates production. Therefore, the Company expects that the production capacity and efficiency of tin concentrates by the mining assets would improve substantially and the annual production volume of tin concentrates can reach a level higher than the warranted level guaranteed by the Vendor.

As further advised by the Company, both the New Buyer and Yunnan Tin PRC had expressed their intention in respect of the possible increase in annual sales volume of tin concentrates during the term under the New Framework Agreement. Hence, for the year 2012 and 2013, the Company assumed a 10% annual increase of sales volume of tin concentrates in tonnes and adopted the average annual sales volume of approximately 3,845 tonnes and 4,230 tonnes respectively. According to the Company, such forecasts of sales volume were made after taking into account (i) the historical sales volume of tin concentrates to the Buyer; (ii) the expected

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LETTER FROM PARTNERS CAPITAL

production volume of the tin concentrates; (iii) the current inventory level of tin concentrates; and (iv) the mutual intention of the New Buyer and the Company to increase the transaction volume of tin concentrates under the New Framework Agreement as reflected by the maximum annual sales target volume of 6,000 tonnes set out in the New Framework Agreement against the maximum annual sales target volume of 4,000 tonnes as set out in the Framework Agreement. As advised by the Company, this maximum annual sales target volume does not constitute a commitment to both YT Parksong Australia and the New Buyer and YT Parksong Australia is empowered to decide the level of sale volume according to its own circumstances.

LME cash settle price of tin for the period from 2006 to the Latest Practicable Date

==> picture [352 x 218] intentionally omitted <==

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

34000
33000
32000
31000
30000
29000
28000
27000
26000
25000
24000
23000
22000
21000
20000
19000
18000
17000
16000
15000
14000
13000
12000
11000
10000
9000
8000
7000
6000
01/01/2006 01/01/2007 01/01/2008 31/12/2008 31/12/2009 31/12/2010
Date
----- End of picture text -----

Source: LME

As set out in the above chart, the LME cash settlement price of tin metal started from approximately US$6,000 per tonne at the beginning of 2006 and has continuously increased to the peak of approximately US$25,000 per tonne in May 2008. As a result of the financial turmoil, the tin price dropped drastically to a low of approximately US$10,000 per tonne in December 2008. However, since early 2009, the tin price regained its momentum and escalated sharply and reached a peak of approximately US$32,000 per tonne in February 2011. For the year 2009 and 2010, the annual increases of tin price were approximately 45% and 55% respectively. As at the Latest Practicable Date, the LME cash settlement price of tin was approximately US$32,350 per tonne. We were advised by the Company that the price of tin metal in the coming three years is difficult to predict as the price fluctuates in great magnitude in accordance with different market conditions. For the sake of determining the Annual Caps, the Company has assumed an average tin price of approximately US$31,257 per tonne for the year 2011 which was the latest market price in mid March 2011. The Company also assumed a 10% annual increase for the tin average price for the year 2012 and 2013 and adopted US$34,383 and US$37,821 per tonne as the tin average prices for the year 2012 and 2013 respectively. Having taken into account the annual increase of tin price over the previous five years, we consider that the 10% annual increase of tin average price as predicted by the Company is acceptable.

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LETTER FROM PARTNERS CAPITAL

Meanwhile, according to the New Framework Agreement, the settlement prices between YT Parksong Australia and the New Buyer were determined based on the (i) the LME cash settlement average price of tin metal; (ii) the treatment charge per dry metric ton; (iii) deduction based on the final tin content; and (iv) penalty for impurity. In addition, the payment terms under the New Framework Agreement would be a provisional payment of 85% of the provisional invoice amount payable in advance as down payment and the remaining part to be payable after receipt of the shipment which is subject to final analysis and weights of tin concentrates. We have reviewed the terms offered by YT Parksong Australia to the Buyer pursuant to the Framework Agreement and the terms offered by YT Parksong Australia to an independent third party client for seven past transactions in respect of tin concentrates previously. We noted that the terms under the New Framework Agreement are basically equivalent to those under the Framework Agreement and to an independent third party client, and we consider that sample size is sufficient for comparison purposes.

On the above basis, we are of the view that the basis on which the Annual Caps were determined are fair and reasonable and in the interests of the Shareholders and the Company as a whole and the Annual Caps are fair and reasonable and we consider that the New Continuing Connected Transactions are to be carried out on normal commercial terms and in the ordinary course of business.

3. The conditions

As each Annual Cap will exceed HK$10 million and the relevant applicable percentage ratios of 25% under the Listing Rules, the Annual Caps for the New Continuing Connected Transactions are subject to announcement and reporting requirements and the Independent Shareholders’ approval at the general meeting under the Listing Rules.

The Company will therefore seek the approval by the Independent Shareholders of the Annual Caps for the three years ending 31 December 2013 subject to the following conditions pursuant to the Listing Rules:

1. The New Continuing Connected Transactions will be:

2. (i) entered into by the Company in the ordinary and usual course of its business;

3. (ii) conducted on normal commercial terms or, if there are no sufficient comparable transactions to judge whether they are on normal commercial terms, on terms no less favourable to the Company than terms available from independent third parties; and

4. (iii) entered into in accordance with the terms of the relevant framework agreements governing such New Continuing Connected Transactions that are fair and reasonable and in the interests of the Shareholders as a whole;

5. The transacted amount of the transactions under the New Framework Agreement for each of the three years ending 31 December 2013 shall not exceed the Annual Cap for the respective year as stated above;

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LETTER FROM PARTNERS CAPITAL

1. The Company will comply with all other relevant requirements under the Listing Rules.

Taking into account of the conditions attached to the New Continuing Connected Transactions, in particular (i) the restriction by way of setting the Annual Caps; and (ii) the compliance with all other relevant requirements under the Listing Rules (which include the annual review and/or confirmation by the independent non-executive Directors and auditors of the Company on the actual execution of the New Continuing Connected Transactions), we consider that the Company has taken appropriate measures to govern the Company in carrying out the New Continuing Connected Transactions, thereby safeguarding the interests of the Shareholders thereunder.

Recommendation

Having considered the above principal factors, we are of the opinion that the terms under the New Framework Agreement and the New Continuing Connected Transactions are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Shareholders are concerned and the Annual Caps are fair and reasonable. We consider that the New Continuing Connected Transactions are to be carried out on normal commercial terms and in the ordinary course of business of the Company. Accordingly, we recommend the Independent Shareholders to, and we recommend the Independent Board Committee to advise the Independent Shareholders to, vote in favour of the ordinary resolution to be proposed at the First EGM for approving the New Framework Agreement, the New Continuing Connected Transactions and the Annual Caps.

Yours faithfully, For and on behalf of

Partners Capital International Limited Alan Fung Managing Director

– 22 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose giving information with regard to the Company. The Directors having made all reasonable enquires, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS OF DIRECTORS IN EQUITY OR DEBT SECURITIES

As at the Latest Practicable Date, the interests and short positions of each Director, chief executive and their respective associates in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of the SFO); or are required, pursuant to Section 352 of the SFO to be entered into the register referred to therein; or are required pursuant to the Model Code of Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange, are set out below:

		Number of Shares held	Number of Shares held	Approximate	Number of
	Type of	Long	Short	shareholding	share options
Name of Directors	interests	Position	Position	percentage	granted
				%
Leung Kai Wing	Corporate	130,000,000	—	4.51	Nil
		(Note 1)
Cheung Wai Kuen	Corporate	560,000,000	—	19.44	Nil
		(Note 2)
Cheng Hau Yan	Personal	—	—	—	35,000,000
					(Note 3)
Chen Liang	Personal	—	—	—	10,000,000

Notes:

1. Mr. Leung Kai Wing’s interests in the Company are held through Vitar Development Holdings Limited incorporated in British Virgin Islands, which is owned as to 32.5% by Mr. Leung Kai Wing.

2. Mr. Cheung Wai Kuen’s interest in the Company is held through Wright Source Limited.

3. The 35,000,000 share options are owned as to 25,000,000 by Mr. Cheng Hau Yan and as to 10,000,000 by his spouse.

Save as disclosed, as at the Latest Practicable Date, none of the Directors, chief executives and their respective associates has any interest or short positions in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO)

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GENERAL INFORMATION

APPENDIX

which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of the SFO); or are required, pursuant to Section 352 of the SFO to be entered into the register referred to therein; or are required, pursuant to the Model Code of Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange.

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as is known to the Directors and chief executives of the Company, the following persons, other than a Director or chief executive of the Company have an interest or a short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who is, directly or indirectly, interested in ten per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

	Number of Shares	Number of Shares	held/Approximate	shareholding percentage	shareholding percentage
Name of Shareholders	Long Position	%	Short Position	%	Lending Pool	%
Wright Source Limited (Note 1)	560,000,000	19.44	—	—	—	—
Chan Kon Fung (Note 2)	428,639,456	14.88	272,108,843	9.44	—	—

Notes:

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

2. The 428,639,456 Shares in long position are beneficially owned by Chan Kon Fung as personal interest.

Save as disclosed herein, as at the Latest Practicable Date, there was no other person so far as is known to the Directors and chief executives of the Company, other than a Director or chief executive of the Company has an interest or a short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who is, directly or indirectly, interested in ten per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has any existing or proposed contract of service with any member of the Group which is not expiring or terminable within one year without payment of compensation (other than statutory compensation).

– 24 –

GENERAL INFORMATION

APPENDIX

5. OTHER INTERESTS OF THE DIRECTORS

As at the Latest Practicable Date:

• (a) none of the Directors had any direct or indirect interest in any assets which have, since 31 December 2010, being the date of the latest published audited consolidated financial statements of the Group were made up, been acquired or disposed of by, or leased to, or are proposed to be acquired or disposed of by, or leased to any member of the Group; and

• (b) none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which contract or arrangement is subsisting as at the date of this circular and which is significant in relation to the business of the Group as a whole.

6. EXPERT’S CONSENT AND QUALIFICATION

The following is the qualification of the professional adviser who has given opinion or advice which is contained in this circular:

Name Qualification Partners Capital A corporation licensed to carry out regulated activities type 1 (dealing in securities) and type 6 (advising on corporate finance) under the SFO

Partners Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and all reference to its name in the form and context in which they appear.

As at the Latest Practicable Date, Partners Capital was not beneficially interested in the share capital of any member of the Group nor did it has any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group nor did it have any interest, either direct or indirect, in any assets which have been, since the date to which the latest published audited consolidated financial statements of the Group were made up, acquired, disposed of by, or leased to, or are proposed to be acquired or disposed of by, or leased to any member of the Group.

7. COMPETING INTERESTS

None of the Directors and his associates is interested directly or indirectly in a business, apart from his interest in the Company, which competes or is likely to compete with the business of the Group.

8. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not ware of any material adverse change in the financial or trading position of the Group since 31 December 2010, being the date to which the latest published audited consolidated financial statements of the Group were made up.

– 25 –

GENERAL INFORMATION

APPENDIX

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company at Room 2607, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong Hong Kong during normal business hours from the date of this circular up to and including the date which is 14 days from the date of this circular and at the First EGM:

• (a) the letter from the Independent Board Committee, the text of which is set out on page 13 of this circular;

• (b) the letter from Partners Capital, the text of which is set out on pages 14 to 22 of this circular;

• (c) the written consent from Partners Capital referred to in paragraph 6 of this appendix;

• (d) the New Framework Agreement; and

• (e) the Framework Agreement.

– 26 –

NOTICE OF THE EGM — THE FIRST EGM

==> picture [63 x 63] intentionally omitted <==

VITAR INTERNATIONAL HOLDINGS LIMITED 威 達 國 際 控 股 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 195)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Vitar International Holdings Limited (the ‘‘Company’’) will be held at Room 2607, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 6 May 2011 at 11:30 a.m., for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT the supply of tin concentrates by YT Parksong Australia to Yunnan Tin Australia TDK Resources Pty Ltd. (the ‘‘New Buyer’’) for the period from April 2011 to December 2013 (the ‘‘New Continuing Connected Transactions’’) pursuant to the agreement (the ‘‘New Framework Agreement’’) entered into between the above-mentioned parties on 25 March 2011 and the annual caps thereof (the ‘‘Annual Caps’’) be and are hereby approved and any of the directors of the Company be and is hereby authorised to exercise all the powers of the Company and take all other steps as they may in their opinion to be desirable or necessary in connection with the New Framework Agreement and generally to exercise all the powers of the Company as they deem desirable or necessary in connection with the forgoing.’’

By order of the Board Vitar International Holdings Limited Fu Wing Kwok Ewing Company Secretary

Hong Kong, 18 April 2011

– 27 –

NOTICE OF THE EGM — THE FIRST EGM

Registered Office:

Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Room 2607, 26/F, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxies to attend and to vote on a poll in his stead. On a poll, votes may be given either personally (or in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy. A proxy need not be a shareholder of the Company.

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

3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investors Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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

5. The ordinary resolution set out in this notice of extraordinary general meeting will be put to Shareholders to vote taken by way of a poll.

– 28 –

NOTICE OF THE EGM — THE SECOND EGM

==> picture [63 x 63] intentionally omitted <==

VITAR INTERNATIONAL HOLDINGS LIMITED 威 達 國 際 控 股 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 195)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Vitar International Holdings Limited (the ‘‘Company’’) will be held at Room 2607, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 12 May 2011 at 11:30 a.m., for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT subject to the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from ‘‘Vitar International Holdings Limited’’ to ‘‘Goodtop Tin International Holdings Limited’’ and the Chinese name of the Company be changed from ‘‘威達國際控 股有限公司’’ to ‘‘萬佳錫業國際控股有限公司’’, and that any of the directors of the Company be and is hereby authorised to do all such acts and things and execute all documents or make such arrangements as he/she may, in his/her absolute discretion, consider necessary or expedient to effect the abovementioned change of the Company name.’’

By order of the Board Vitar International Holdings Limited Fu Wing Kwok Ewing Company Secretary

Hong Kong, 18 April 2011

– 29 –

NOTICE OF THE EGM — THE SECOND EGM

Registered Office:

Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Room 2607, 26/F, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxies to attend and to vote on a poll in his stead. On a poll, votes may be given either personally (or in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy. A proxy need not be a shareholder of the Company.

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

3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investors Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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

5. The special resolution set out in this notice of extraordinary general meeting will be put to Shareholders to vote taken by way of a poll.

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