Greentech Technology International Limited — Proxy Solicitation & Information Statement 2011

Feb 24, 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)

CONTINUING CONNECTED TRANSACTIONS FRAMEWORK AGREEMENT IN RELATION TO SUPPLY OF TIN CONCENTRATES AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

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 10 of this circular. A letter from the independent board committee of Vitar International Holdings Limited is set out on page 11 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 12 to 18 of this circular.

A notice convening an 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 Wednesday, 16 March 2011 at 11:00 a.m. is set out on pages 23 to 24 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it 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 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 extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

25 February 2011

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from Partners Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

– i –

DEFINITIONS

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

‘‘Acquisition’’	the proposed acquisition of the entire issued share capital of the
	Parksong Mining pursuant to the Sale and Purchase Agreement
‘‘Assets’’	All rights, title, interest, claims, benefits, and all other property of
	whatever kind, real or personal, from time to time obtained,
	acquired, developed or produced by the BMT on 18 March 2010
	and includes the Tenements, all of the BMT’s fixtures and fittings
	situated on the Tenements, all of the BMT’s plant and equipment,
	all consumables and stock including ore stocks but excluding
	cash and debtors and tin metal stocks/all tin in concentrate at a
	smelter or in transit to a smelter including on site in bins and tin
	in circuit stock as measure and valued and the teaming mixing
	machine on site and includes all data, reports, records and
	information held by the BMT in relation to the Assets
‘‘Board’’	the board of Directors
‘‘BMT’’	Bluestone Mines Tasmania Pty Ltd (I 108 492 627), a company
	incorporated under the laws of Australia, which is beneficially
	owned by MLX
‘‘Buyer’’	Yunnan Tin Co., Ltd, a subsidiary of Yunnan Tin PRC
‘‘Company’’	Vitar International Holdings Limited, a company incorporated in
	the Cayman Island whose shares are listed on the Main Board of
	the Stock Exchange
‘‘Completion’’	completion of the Acquisition
‘‘connected person’’	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 1 February 2011 to 31 March 2011
‘‘Director(s)’’	the director(s) of the Company
‘‘EGM’’	the extraordinary general meeting of the Company to be convened
	for the purpose of considering, and if thought fit, approving (i)
	the Continuing Connected Transactions; and (ii) the Proposed
	Cap
‘‘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

– 1 –

DEFINITIONS

• ‘‘Group’’

• ‘‘HK$’’

• ‘‘Hong Kong’’

• ‘‘Independent Board Committee’’

• ‘‘Independent Financial Adviser’’ or ‘‘Partners Capital’’

• “Independent Shareholders”

• ‘‘Joint Venture’’

• ‘‘Latest Practicable Date’’

• ‘‘Listing Rules’’

• ‘‘LME’’

• ‘‘Management Committee’’

• ‘‘MLX’’

the Company and its subsidiaries

Hong Kong Dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People’s Republic of China

• 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 Continuing Connected Transactions; and (ii) the Proposed Cap

• Partners Capital International Limited, the independent financial adviser to be appointed for the purpose of advising the Independent Board Committee and the Independent Shareholders as to (i) the Continuing Connected Transactions; and (ii) the Proposed Cap

• Shareholders who are not required, under the Listing Rules, to abstain from voting at the EGM to consider and, if thought fit, approve (i) the Continuing Connected Transactions; and (ii) the Proposed Cap

• an unincorporated joint venture established in Tasmania by BMT and YT Parksong Australia as to 50% and 50% respectively pursuant to the agreement entered into among YT Parksong Australia, Yunnan Tin PRC, BMT, and the Parksong Mining for the establishment of a joint venture

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

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

• the London Metal Exchange

• a management committee formed by YT Parksong Australia and BMT pursuant to the agreement entered into among YT Parksong Australia, Yunnan Tin PRC, BMT, and the Parksong Mining for the establishment of a joint venture

Metals X Limited, an emerging diversified resources group listed on the Australian Securities Exchange which has a portfolio of metal assets and engaged in the exploration and production tin, nickel, gold, copper, zinc, phosphate, uranium, lead and tungsten

– 2 –

DEFINITIONS

• ‘‘Parksong Mining’’ Parksong Mining And Resource Recycling Limited, a limited liability company incorporated under the laws of Hong Kong which will become a wholly owned subsidiary of the Company upon Completion

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

• ‘‘Proposed Cap’’ the maximum annual cap of the transactions contemplated under the Framework Agreement for the supply of tin concentrates for the year 2011 (which covers only the three months ending 31 March 2011 if the Framework Agreement was not being renewed)

• ‘‘RMB’’ renminbi, the lawful currency of the PRC

• ‘‘Sale and Purchase Agreement’’ the agreement dated 13 July 2010 entered into among Mr. Chan Kon Fung (the sole beneficial owner of the Parksong Mining) and the Company in relation to the Acquisition

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

• ‘‘Shares’’ shares 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 ‘‘Target Group’’ Parksong Mining, Yunnan Tin HK, YT Parksong Australia, the Management Committee and the Joint Venture

• ‘‘YT Parksong Australia’’ YT Parksong Australia Holding PTY Ltd., a limited liability company incorporated under the laws of Australia which will become a non-wholly owned subsidiary of the Company upon Completion

‘‘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 by Yunnan Tin PRC and the Parksong Mining

– 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 the parent company of the 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. Leung Chau Hiu (Chairman) Mr. Leung Kai Wing (Chief Executive Officer) Mr. Cheung Wai Kuen Mr. Cheng Hau Yan Mr. Chen Liang Mr. Li Xianghong

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

Independent Non-executive Directors:

Mr. Poon Fuk Chuen Mr. Liu Feng Mr. Zhong Wei Guang

Principal place of business in Hong Kong: Room 304–306, 3/F. Block B, New Trade Plaza 6 On Ping Street Siu Lek Yuen Shatin, N.T. Hong Kong 25 February 2011

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS FRAMEWORK AGREEMENT IN RELATION TO SUPPLY OF TIN CONCENTRATES

INTRODUCTION

On 28 January 2011, the Board announced that the Framework Agreement entered into on 16 April 2010 between YT Parksong Australia and the Buyer will constitute the continuing connected transactions after Completion under the Listing Rules.

The purpose of this circular is to provide you with further information of the Continuing Connected Transactions and the Proposed Cap; the recommendation of the Independent Board Committee in relation to the Continuing Connected Transactions and the Proposed Cap; the advice of Partners Capital to the Independent Board Committee and the Independent Shareholders in relation to

– 5 –

LETTER FROM THE BOARD

the Continuing Connected Transactions and the Proposed Cap; a notice to convene the EGM to consider and, if thought fit, pass the necessary resolution to approve (i) the Continuing Connected Transactions and (ii) the Proposed Cap.

CONTINUING CONNECTED TRANSACTIONS

On 16 April 2010, YT Parksong Australia has entered into the Framework Agreement with the Buyer for the supplying of tin concentrates to the Buyer for a term of one year from April 2010 to 31 March 2011.

As set out in the announcement of the Company dated 19 January 2011 regarding the poll results of the extraordinary general meeting, the ordinary resolution approving, among other things, the Sale and Purchase Agreement and transactions contemplated thereunder were duly passed. Upon the Completion, the Company will hold the entire equity interest in Parksong Mining, which in turn holds an equity interest of 82% in Yunnan Tin HK, which in turn holds 100% equity interest in YT Parksong Australia. Accordingly, Yunnan Tin HK and YT Parksong Australia will become non-wholly owned subsidiaries of the Company. The remaining equity interest of 18% in Yunnan Tin HK is owned by Yunnan Tin PRC.

In view that Yunnan Tin PRC is the parent of the Buyer, and Yunnan Tin PRC is the substantial shareholder of Yunnan Tin HK, Yunnan Tin PRC and the Buyer will become connected persons of the Company upon Completion. The transactions under the Framework Agreement have been carried out since its execution and the Framework Agreement remain in full force and effect. Accordingly, the transactions to be contemplated under the Framework Agreement during the period from the Completion to the expiry of the Framework Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

THE FRAMEWORK AGREEMENT

Date: 16 April 2010

Parties: Seller: YT Parksong Australia, a non wholly-owned subsidiary of the Company upon Completion

Buyer: Yunnan Tin Co., Ltd

Term

The term of the Framework Agreement was for one year from April 2010 to March 2011.

Purchase of Tin Concentrates

Nature of transaction

Pursuant to the Framework Agreement, YT Parksong Australia agreed to supply tin concentrates to the Buyer in accordance with the terms of the Framework Agreement for the term of one year from April 2010 to March 2011.

– 6 –

LETTER FROM THE BOARD

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 settle 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 Buyer pays 85% of the provisional value of each lot within five days prior to bill of lading date and the remaining part will be settled, subject to adjustment after the final analysis and weights of tin concentrates confirmed by the Buyer, within 10 working days.

Proposed Cap

The Proposed Cap for the three months ending 31 March 2011 (being the annual cap for 2011 at present) and the historical monthly amounts for the transactions during April 2010 to December 2010 are set out as follows:

2010	Apr	May	Jun		Jul	Aug	Sep	Oct	Nov	Dec	Total
Supply of tin
concentrates
(HK$ million)	19.1	25.2	27.1		35.0	41.5	31.9	49.1	23.5	38.5	290.9
									For the three months
2011				Jan		Feb		March	ending 31 March 2011
The Proposed Cap (HK$ million)				39.6		57.7		57.7			155.0

The Proposed Cap for the three months ending 31 March 2011 was determined with reference to (i) the actual amount received by YT Parksong Australia from the Buyer for the period from 1 April 2010 to 31 December 2010; (ii) the estimated volume for the supply of tin concentrates during the three months ending 31 March 2011; (iii) the historical trend of the LME cash settle average price of tin metal during April 2010 to December 2010; and (iv) the historical settlement price between YT Parksong Australia and the Buyer.

INFORMATION OF THE BUYER

The Buyer is an integrated company which operates in mineral exploration, mining, processing, melting and refining, chemical production and precious metals and down-stream products of tin and other non-ferrous metal. The ultimate parent company of the Buyer is Yunnan Tin PRC, which is a substantial shareholder of Yunnan Tin HK (a subsidiary indirectly owned by the Company). The Yunnan Tin Group 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 statelevel enterprise technology centre and the biggest tin research and precious metals research and development organization in PRC.

– 7 –

LETTER FROM THE BOARD

REASONS FOR AND BENEFIT OF THE CONTINUING CONNECTED TRANSACTIONS

The Company is principally engaged in the manufacturing and the sales of insulation and heat resistance material and trading of copper and silicone rubber. Due to the net loss recorded for the year ended 31 December 2009, the Company has been seeking new investment opportunity in order to enhance the value of the Company and to improve the Shareholders’ return. Upon Completion, the Company, through YT Parksong Australia, will also be engaged in tin mining business.

On 16 April 2010, YT Parksong Australia and the Buyer entered into the Framework Agreement, pursuant to which YT Parksong Australia will supply tin concentrates to the Buyer. The Framework Agreement was entered into prior to the Acquisition and the transactions contemplated thereunder will become continuing connected transactions of the Company upon Completion. The Group plans to negotiate with the Buyer for the possible renewal of the Framework Agreement and/or entered into agreement with revised terms. However, such negotiation and discussion has not yet commenced as the Completion has not taken place as at the Latest Practicable Date. In the event that a new agreement is entered into between the Group and the Buyer, the Company will comply with the requirements of the Listing Rules as and when applicable.

The Directors (excluding the independent non-executive Directors) are of the view that the supply of tin concentrates by YT Parksong Australia to the Buyer under the Framework Agreement is beneficial to the Company as the transactions under the Framework Agreement can provide a stable source of revenue to the Company and improve the Shareholders’ return. In addition, in view of the fact that the Framework Agreement has been entered into prior to the Acquisition and the transactions thereunder have carried out smoothly since its execution, the Directors consider that the Company should continue to honour the Framework Agreement for the remaining tenure of the Framework Agreement. Furthermore, the Directors (excluding the independent non-executive Directors) are of the view that the transactions contemplated under the Framework Agreement are fair and reasonable and on normal commercial terms in the ordinary and usual course of businesses of the subsidiaries and in the interests of the subsidiaries and the Company’s Shareholders as a whole.

LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, Yunnan Tin PRC is the parent of the Buyer, and Yunnan Tin PRC is a substantial shareholder of Yunnan Tin HK. Upon Completion, the Company will own as to 82% interest of the Yunnan Tin HK. Therefore, Yunnan Tin PRC and the Buyer will become connected persons of the Company and the transactions contemplated under the Framework Agreement during the period from Completion to the expiry of Framework Agreement will constitute the continuing connected transactions of the Company pursuant to Chapter 14A of the Listing Rules. Since the applicable percentage ratio relating to the supply of tin concentrates under the Listing Rules in respect of aggregate maximum transaction value on an annual basis exceeds 25% and HK$10,000,000, the 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 Continuing Connected Transactions is a Shareholder and no Directors, connected person, Shareholders and their associates has a material interest in the Continuing Connected Transaction. As a result, all Shareholders are eligible to vote on the ordinary resolution to be proposed at the EGM in respect of the Continuing Connected Transactions and the Proposed Cap.

– 8 –

LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM at which ordinary resolution will be proposed to consider, and if thought fit, to approve (i) the Continuing Connected Transactions and (ii) the Proposed Cap to be held at Room 2607, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 16 March 2011 at 11:00 a.m., is set out on pages 23 to 24 of this circular. Whether or not you are able to attend the meeting 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 meeting 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 EGM will be voted on by all Shareholders by way of poll.

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 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 Proposed Cap is fair and reasonable. Your attention is drawn to the letter from the Independent Board Committee containing its advice set out on page 11 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 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 Proposed Cap is fair and reasonable. The text of the letter of advice from Partners Capital is set out on pages 12 to 18 of this circular. RECOMMENDATIONS The Board believes that the terms of the 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 Proposed Cap is fair and reasonable. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve (i) the Continuing Connected Transactions and (ii) the Proposed Cap.

– 9 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

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

Yours faithfully, For and on behalf of Vitar International Holdings Limited Leung Chau Hiu Chairman

– 10 –

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)

25 February 2011

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

We refer to the document dated 25 February 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 Continuing Connected Transactions and the Proposed Cap and to advise you as to whether, in our opinion, the terms of the Continuing Connected Transactions and the Proposed Cap are fair and reasonable so far as the Shareholders are concerned. Details of the Continuing Connected Transactions and the Proposed Cap 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 Continuing Connected Transactions and the Proposed Cap. 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 Continuing Connected Transactions and the Proposed Cap 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 Continuing Connected Transactions and the Proposed Cap 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 EGM to approve the Continuing Connected Transactions and the Proposed Cap.

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

– 11 –

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

25 February 2011

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

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 Framework Agreement, the Continuing Connected Transactions and the Proposed Cap, particulars of which are set out in the letter from the Board (the ‘‘Letter from the Board’’) of this circular to the Shareholders dated 25 February 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 16 April 2010, the Framework Agreement was entered into between YT Parksong Australia and the Buyer for the supply of tin concentrates by YT Parksong Australia to the Buyer for a term of one year from April 2010 to March 2011. The transactions under the Framework Agreement have been carried out since execution and the Framework Agreement remains in full force and effect. Upon the Completion, the Company will hold the entire equity interest in Parksong Mining, which in turn holds an equity interest of 82% in Yunnan Tin HK, which in turn holds 100% equity interest in YT Parksong Australia. Accordingly, Yunnan Tin HK and YT Parksong Australia will become non-wholly owned subsidiaries of the Company. The remaining equity interest of 18% in Yunnan Tin HK is owned by Yunnan Tin PRC. In view that Yunnan Tin PRC is the parent of the Buyer, and Yunnan Tin PRC is the substantial shareholder of Yunnan Tin HK, Yunnan Tin PRC and the Buyer will become connected persons of the Company upon Completion. Hence, the supply of tin concentrates by YT Parksong Australia to the Buyer under the Framework Agreement after Completion will constitute continuing connected transactions of the Company under the Listing Rules. Since the applicable percentage ratio relating to the supply of tin concentrates under the Listing Rules in respect of aggregate maximum transaction value on an annual basis exceeds 25% and HK$10,000,000, the Continuing Connected Transactions and the Proposed Cap are subject to the Independent Shareholders’ approval at a general meeting under the Listing Rules. The Company will convene the EGM to seek Independent Shareholders’ approval for the Continuing Connected Transactions and the Proposed Cap. Accordingly, the Independent Board Committee has been established to advise whether the terms under the Framework Agreement, the Continuing Connected Transactions and the Proposed Cap are fair and reasonable and whether the Continuing Connected Transactions and the Proposed Cap 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.

– 12 –

LETTER FROM PARTNERS CAPITAL

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 Continuing Connected Transactions and the Proposed Cap, 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 and their respective associates nor have we carried out any independent verification of the information supplied.

THE CONTINUING CONNECTED TRANSACTIONS

Principal factors and reasons considered

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

1. Background of and reasons for the Continuing Connected Transactions and the Proposed Cap

The Group is principally engaged in the manufacturing and the sale of insulation and heat resistance material; and trading of copper and silicone rubber. Due to the net loss recorded for the year ended 31 December 2009, the Company has been seeking new investment opportunity in order to enhance the value of the Company and to improve the Shareholders’ return. By the Acquisition, the Group will be engaged in the business of the Target Group of metal tin mining in Tasmania, Australia through the Joint Venture with MLX in respect of the Assets upon Completion.

As advised by the Company, the Framework Agreement was entered into between YT Parksong Australia and the Buyer in April 2010 and prior to the Acquisition for the purpose of supplying tin concentrates to the latter for its production. As a result of the Completion, the Buyer will become a connected person of the Company and the transactions under the Framework Agreement after the Completion will become the continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

– 13 –

LETTER FROM PARTNERS CAPITAL

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 Framework Agreement are fair and reasonable; (ii) the transactions are on normal commercial terms, in the ordinary and usual course of businesses of the subsidiaries and in the interests of the subsidiaries and the Company’s Shareholders as a whole; and (iii) it is beneficial to YT Parksong Australia to enter into the transactions in order to secure a stable revenue.

We were advised by the Company that the transactions between YT Parksong Australia and the Buyer under the Framework Agreement have been carried out smoothly for around 10 months and YT Parksong Australia has been deriving stable revenue therefrom. We note that YT Parksong Australia had occassionally sold certain tin concentrates to an independent customer, via Bluestone Australia Pty Ltd who acted as an agent for a fee, in the past during the period from April to October 2010 and we were further advised by the Company that the Buyer is currently the only customer of YT Parksong Australia and the Group plans to negotiate with the Buyer for the possible renewal of the Framework Agreement and/or entered into agreement with revised terms. Besides, the volume of tin concentrate sold to such independent customer represents less than 10% of the total sales volume of YT Parksong Australia since its establishment in late 2009. Hence, although the remaining tenure of the Framework Agreement is less than two months, the Company considers that it is worthwhile to continue the transactions under the Framework Agreement. We have reviewed the Framework Agreement and we consider that the terms of the Framework Agreement are standard terms in general and we consider that those terms are fair and reasonable as far as the Company and the Independent Shareholders are concerned. In addition, we noted that Yunnan Tin Group, the parent company of the Buyer, is the world leading tin producer in 2010 according to the research by ITRI[1] . We consider that the Framework Agreement can provide an instant access to one of the biggest tin customers in the World and may facilitate the Group to secure a long term customer for YT Parksong Australia. Moreover, although the Directors believe that YT Parksong Australia would be able to sell its tin concentrate to other customers in the market (such as the independent customer sourced by Bluestone Australia Pty Ltd) without difficulties, the profits generated from such source would be lower as a result of the service fee payable to the agent. Furthermore, it takes time for YT Parksong Australia to identify a new customer from its own source for its tin concentrates and there is no assurance that the terms offered by such new customer will be better than those offered by the Buyer.

Based on the background as stated above, we consider that there is a commercial rationale for the Company to continue the transactions under the Framework Agreement.

2. Proposed maximum size for the Proposed Cap

Pursuant to the Framework Agreement, YT Parksong Australia agreed to supply tin concentrates to the Buyer during April 2010 to March 2011 in accordance with the terms under the Framework Agreement. Detailed terms of each purchase and sale 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.

1 ITRI (formerly the International Tin Research Institute), a not for profit membership tin based organization that (i) provides researches statistics and market studies; and (ii) respond to environmental and regulatory issues affecting the industry.

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LETTER FROM PARTNERS CAPITAL

The Proposed Cap was determined with reference to (i) the actual amount received by YT Parksong Australia from the Buyer for the period from 1 April 2010 to 31 December 2010; (ii) the estimated volume for the supply of tin concentrates during the three months ending 31 March 2011; (iii) the historical trend of the LME cash settle average price of tin metal during April 2010 to December 2010; and (iv) the historical settlement price between YT Parksong Australia and the Buyer.

The actual amounts received by YT Parksong Australia from the Buyer for the period from 1 April 2010 to 31 December 2010 are set out as follows:

2010	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	Total
Supply of tin concentrates
(HK$ million)	19.1	25.2	27.1	35.0	41.5	31.9	49.1	23.5	38.5	290.9

We note that the monthly sale of tin concentrates by YT Parksong Australia under the Framework Agreement was increasing in general during the above period. The largest sales were recorded in October 2010 which amounted to approximately HK$49.1 million and represented a sale of approximately 270 tonnes of tin concentrate. Meanwhile, as advised by the Company, the actual sales for January 2011 were approximately HK$39.6 million, representing a sale of approximately 210 tonnes of tin concentrate.

The Company expects that the maximum revenue to be generated from sales of tin concentrates to the Buyer under the Framework Agreement for the three months ending 31 March 2011 is as follows:

				For the three
				months ending
2011	Jan	Feb	March	31 March 2011
The Proposed Cap (HK$ million)	39.6	57.7	57.7	155.0

As regard the Proposed Cap of the Continuing Connected Transactions to be sought for the three months ending 31 March 2011 of HK$155.0 million, we have obtained from the Company the estimated sales of tin concentrates summing roughly up to the Proposed Cap. We understand from the Directors that such list of estimates was prepared on the basis of multiplying the estimated price per unit of the tin concentrates by the estimated sales volume.

We were advised by the Company that the estimated sales volume of tin concentrate to be supplied for the two months ending 31 March 2011 is 275 tonne per month which is based on the historical actual sales volume, current inventory level and the expected production volume for the three months ending 31 March 2011. Having reviewed the historical sales volume for the period from April 2010 to December 2010, we noted that the estimated sales volume of 275 tonne per month is within the production capacity and acceptable range of production volume.

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LETTER FROM PARTNERS CAPITAL

LME cash settle price of tin for the period from 2008 to the Latest Practicable Date

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

33,000
32,000
31,000
30,000
29,000
28,000
27,000
26,000
25,000
24,000
23,000
22,000
21,000
20,000
19,000
18,000
17,000
16,000
15,000
14,000
13,000
12,000
11,000
10,000
01/01/2008 29/06/2008 26/12/2008 24/06/2009 21/12/2009 19/06/2010 16/12/2010 23/02/2011
Date
----- End of picture text -----

Source: LME

As set out above, the LME cash settle price of tin has been increasing since early 2009 and the tin price has escalated sharply since June 2010. As at the Latest Practicable Date, the LME cash settle price of tin was approximately US$31,525 per tonne which is higher than the peak in 2008. We were advised by the Company that the price of tin metal in the coming few months is difficult to predict as the price fluctuates in great magnitude in accordance with different market conditions. For the sake of determining the Proposed Cap, the Company assumes that the average price of tin metal during the three months ending 31 March 2011 is equivalent to the price level in January 2011. Taking into account the LME cash settle price of tin price of US$31,525 per tonne as at the Latest Practicable Date and its recent increasing trend since June 2010, we consider that the assumption made by the Company with reference to the average price of US$27,000 per tonne for the transactions in January 2011 is acceptable when determining the Proposed Cap.

Meanwhile, according to the Framework Agreement, the settlement prices between YT Parksong Australia and the Buyer were determined based on the (i) the LME cash settle 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 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 an independent third party client for seven past transactions in respect of tin concentrates previously. We noted that the terms under the Framework Agreement are basically equivalent to those offered offered by YT Parksong Australia to an independent third party and we consider that sample size is sufficient for comparison purposes.

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LETTER FROM PARTNERS CAPITAL

On the above basis, we are of the view that the bases on which the Proposed Cap was determined are fair and reasonable and in the interests of the Shareholders and the Company as a whole and the Proposed Cap is fair and reasonable and we consider that the Continuing Connected Transaction are to be carried out on normal commercial terms and in the ordinary course of business.

1. The conditions

As the Proposed Caps will exceed HK$10 million and the relevant applicable percentage ratios of 25% under the Listing Rules, the Proposed Cap for the 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 Proposed Cap for the three months ending 31 March 2011 subject to the following conditions pursuant to the Listing Rules:

1. The 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 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 Framework Agreement for the three months ending 31 March 2011 shall not exceed the Proposed Cap as stated above;

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

Taking into account of the conditions attached to the Continuing Connected Transactions, in particular (i) the restriction by way of setting the Proposed Cap; 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 Continuing Connected Transactions), we consider that the Company has taken appropriate measures to govern the Company in carrying out the Continuing Connected Transactions, thereby safeguarding the interests of the Shareholders thereunder.

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LETTER FROM PARTNERS CAPITAL

RECOMMENDATION

Having considered the above principal factors, we are of the opinion that the terms under the Framework Agreement and the 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 Proposed Cap is fair and reasonable. We consider that the 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 EGM for approving the Framework Agreement, the Continuing Connected Transactions and the Proposed Cap.

Yours faithfully, For and on behalf of Partners Capital International Limited Alan Fung

Managing Director

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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 of giving information with regard to the Company. The Directors having made all reasonable enquiries, 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 Chau Hiu	Corporate	130,000,000	—	4.51	Nil
		(Note 1)
Leung Kai Wing	Corporate	130,000,000	—	4.51	Nil
		(Note 1)
Cheung Wai Kuen	Corporate	560,000,000	—	19.44	Nil
		(Note 2)
Li Xianghong	Personal	21,890,000	—	7.60	10,000,000
Cheung Hau Yan	Personal	—	—	—	25,000,000
Chen Liang	Personal	—	—	—	10,000,000

Notes:

1. Mr. Leung Chau Hiu and 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 35% by Mr. Leung Chau Hiu and 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.

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GENERAL INFORMATION

APPENDIX

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) 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
	Long		Short		Lending
Name of Shareholders	Position	%	Position	%	Pool	%
Wright Source Limited (Note 1)	560,000,000	19.44	—	—	—	—
Chan Kon Fung (Note 2)	548,639,456	19.05	—	—	—	—

Notes:

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

2. The 548,639,456 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.

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GENERAL INFORMATION

APPENDIX

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).

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 2009, 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.

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GENERAL INFORMATION

APPENDIX

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 2009, being the date to which the latest published audited consolidated financial statements of the Group were made up.

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 Flat 4–6, 3rd Floor, New Trade Plaza Tower B, 6 On Ping Street, Siu Lek Yuen, Shatin 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 EGM:

• (a) the letter of recommendation from the Independent Board Committee, the text of which is set out on page 11 of this circular;

• (b) the letter from Partners Capital, the text of which is set out on pages 12 to 18 of this circular;

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

• (d) the Framework Agreement.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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)

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 Wednesday, 16 March 2011 at 11:00 a.m., for the purposes 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 Co., Ltd for the period from 1 January 2011 to 31 March 2011 (the ‘‘Continuing Connected Transactions’’) pursuant to the agreement (the ‘‘Framework Agreement’’) entered into between the above-mentioned parties on 16 April 2010 and the proposed cap be and are hereby approved and any one director 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 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 Leung Ka Wai Company Secretary

Hong Kong, 25 February 2011

Registered Office:

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Principal place of business in Hong Kong: Room 304–306, 3/F.

Block B, New Trade Plaza 6 On Ping Street Siu Lek Yuen Shatin, N.T. 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.

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