Hang Seng Bank Limited — Proxy Solicitation & Information Statement 2009

Apr 30, 2009

IMPORTANT

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Fortune Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

CHINA FORTUNE HOLDINGS LIMITED 中國長遠控股有限公司＊

(Incorporated in Bermuda with limited liability, carrying on business in H.K. as CFH Ltd.)

(Stock Code: 110)

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

This circular is dispatched together with the Annual Report which comprises the directors’ report, the independent auditor’s report by Messrs. Deloitte Touche Tohmatsu and the financial statements of the China Fortune Holdings Limited (the “Company”) for the year ended 31st December, 2008.

A notice convening the Annual General Meeting of the Company to be held at Room 1505-7, Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong on Monday, 8th June, 2009 at 11:00 a.m. is set out on pages 11 to 14 of this circular. If you are not able to attend such meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to Tricor Abacus Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof, should you so wish.

* For identification purposes only

30th April, 2009

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
I. General Mandate to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .	4
II. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
III. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I — EXPLANATORY STATEMENT FOR REPURCHASE MANDATE . .	6
APPENDIX II — BIOGRAPHY OF DIRECTORS PROPOSED TO BE RE-ELECTED
AT THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

— i —

DEFINITIONS

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

“Annual General Meeting”

the Annual General Meeting of the Company to be held at Room 1505-7, Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong, on 8th June, 2009 at 11:00 a.m., notice of which is set out on pages 11 to 14 of this circular;

• “Board”

the board of Directors of the Company;

“Bye-Laws”

• the bye-laws of the Company adopted on 14th January, 2004 (effective from 26th January, 2004);

“Business Day”

a day on which the Stock Exchange is open for the trading of securities;

• “Code”

The Hong Kong Code on Takeovers and Mergers;

• “Company”

China Fortune Holdings Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange;

“Directors”

the directors of the Company including independent non-executive directors;

• “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 PRC;

“Issue Mandate”

• the general mandate to be granted to the Directors to exercise the powers of the Company to allot and issue during the period as set out in the Issue Resolution Shares up to a maximum of 20% of the issued share capital of the Company;

“Issue Resolution”

• the proposed ordinary resolution as referred to in resolution no. 4 of the notice of the Annual General Meeting;

• “Latest Practicable Date”

• 24th April, 2009 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 of Hong Kong Limited;

“PRC”

the People’s Republic of China (for the purpose of this circular, does not include Hong Kong);

— 1 —

DEFINITIONS

“Registrar”	the branch registrar of the Company in Hong Kong, Tricor
	Abacus Limited at 26/F, Tesbury Centre, 28 Queen’s Road
	East, Wanchai, Hong Kong;
“Repurchase Mandate”	the general mandate to be granted to the Directors to exercise
	the powers of the Company to repurchase during the period as
	set out in the Repurchase Resolution Shares up to a maximum
	of 10% of the issued share capital of the Company;
“Repurchase Resolution”	the proposed ordinary resolution as referred to in resolution
	no. 5 of the notice of the Annual General Meeting;
“Share Buyback Rules”	the relevant rules set out in the Listing Rules to regulate the
	repurchase of shares by companies with share listing on the
	Stock Exchange;
“Share Option Scheme”	the existing share option scheme of the Company adopted on
	14th January, 2004 and effective on 26th January, 2004;
“Shareholders”	registered holders of Shares;
“Shares”	ordinary shares of HK$0.10 each (or of such other nominal
	amount as shall result from a sub-division or a consolidation
	of such shares from time to time) in the capital of the
	Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited; and
“Substantial Shareholder”	has the meaning ascribed thereto in the Listing Rules.

— 2 —

LETTER FROM THE BOARD

CHINA FORTUNE HOLDINGS LIMITED 中國長遠控股有限公司＊

(Incorporated in Bermuda with limited liability, carrying on business in H.K. as CFH Ltd.)

(Stock Code: 110)

Executive Directors: Mr. Lau Siu Ying (Chairman and C.E.O.) Mr. Luo Xi Zhi

Non-Executive Directors:

Mr. Fung Oi Ip, Alfonso Mr. Lo Wing Yat Mr. Chang Wing Seng, Victor[#] Mr. Wong Lit Chor, Alexis[#] Mr. Chen Yi Gang[#]

Independent Non-Executive Director

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

Principal Office in Hong Kong: Room 1505-7, Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong.

30th April, 2009

To the Shareholders

Dear Sir or Madam,

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

INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make a decision on whether to vote for or against the ordinary resolutions to be proposed at the Annual General Meeting of the Company for the purpose of considering and if thought fit, passing resolutions to approve the renewal of the general mandate granted to the Directors to issue and repurchase the Shares, the re-election of Directors who retire by rotation. The Board has confirmed that having made all reasonable enquiries, no shareholder of the Company is required to abstain from voting on any of the above mentioned proposed resolutions at the forthcoming Annual General Meeting of the Company.

• For identification purposes only

— 3 —

LETTER FROM THE BOARD

I. GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES

At the last annual general meeting of the Company held on 26th May, 2008, ordinary resolutions were passed to renew the general mandates granted to the Directors (i) to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company in issue on 26th May, 2008 and the nominal amount (up to a maximum of 10% of the aggregate nominal amount of the Company’s then issued share capital) of any Shares repurchased by the Company; and (ii) to repurchase Shares up to 10% of the aggregate nominal amount of the issued share capital of the Company in issue on 26th May, 2008. These general mandates will lapse at the conclusion of the forthcoming Annual General Meeting. Ordinary resolutions set out as resolutions number 4 to 6 in the notice of Annual General Meeting on pages 11 to 14 will be proposed to renew these mandates.

As at the Latest Practicable Date, the issued share capital of the Company was HK$37,279,000 comprising 372,790,000 Shares. Subject to the passing of the relevant ordinary resolution to approve the Issue Mandate (as set out in resolution number 4 of the notice of the Annual General Meeting and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Issue Mandate to allot and issue a maximum of 74,558,000 Shares during the period ending on the earliest of the date of the next annual general meeting following the Annual General meeting, the date by which the next annual general meeting following the Annual General Meeting of the Company is required by the Bye-Laws of the Company or any applicable laws of Bermuda to be held or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement as required by the Listing Rules to provide the Shareholders with all the information reasonably necessary for them to make an informed decision on the proposed resolution for granting of the Repurchase Mandate is set out in Appendix I to this circular.

II. RE-ELECTION OF DIRECTORS

In accordance with clause 87 of the Bye-Laws of the Company, Mr. Luo Xi Zhi and Mr. Chen Yi Gang will retire by rotation at the Annual General Meeting. These two Directors retiring, being eligible, offer themselves for re-election. The particulars of these two Directors which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

III. ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting to be held at Room 1505-7, Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong on 8th June, 2009 at 11:00 a.m. is set out on pages 11 to 14 of this circular.

— 4 —

LETTER FROM THE BOARD

The Register of Members of the Company will be closed from Wednesday, 3rd June, 2009 to Monday, 8th June, 2009, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Share Registrar, Tricor Abacus Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, 2nd June, 2009.

Under Listing Rule 13.39, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the meeting will demand a poll for every resolution put to the vote of the AGM pursuant to existing Bye-Laws 66.

RECOMMENDATION

The Directors consider that the granting of the general mandates to issue and repurchase Shares and the re-election of Directors are in the interests of the Company and the Shareholders as a whole and recommend Shareholders to vote in favour of the resolutions to approve the same at the Annual General Meeting.

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully, By Order of the Board of CHINA FORTUNE HOLDINGS LIMITED Lau Siu Ying

Chairman and Chief Executive Officer

— 5 —

APPENDIX I EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

The following serves as an explanatory statement in compliance with the Listing Rules to give all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$37,279,000 comprising 372,790,000 Shares.

Subject to the passing of the relevant ordinary resolution to approve the Repurchase Mandate (as set out in resolution number 5 of the notice of the Annual General Meeting and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, exercise in full of the Repurchase Mandate would result in the repurchase by the Company of a maximum of 37,279,000 Shares during the period ending on the earliest of the date of the next annual general meeting following the Annual General Meeting, the date by which the next annual general meeting following the Annual General Meeting of the Company is required by the Bye-Laws of the Company or any applicable laws of Bermuda to be held or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value and/or earnings per share of the Company and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-Laws and all applicable laws of Bermuda. Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company’s available cash flow or working capital facilities. Any purchases will be made out of funds of the Company permitted to be utilized in this connection including profits otherwise for distribution.

There might be material adverse impact on the working capital and gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the Company’s annual report for the year ended 31st December, 2008, being the date of its last published audited accounts), in the event that the Repurchase Mandate was to be exercised in full at any time. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would in the circumstances have a material adverse impact on the working capital requirements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

— 6 —

EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

APPENDIX I

4. MARKET PRICES

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

	Highest	Lowest
	HK$	HK$
	(Per Share)	(Per Share)
Year 2008
April	0.570	0.500
May	0.630	0.500
June	0.540	0.460
July	0.470	0.305
August	0.430	0.280
September	0.300	0.230
October	0.225	0.111
November	0.160	0.100
December	0.180	0.125
Year 2009
January	0.500	0.155
February	0.300	0.181
March	0.250	0.200
April (up to the Latest Practicable Date)	0.250	0.222

5. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSON

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their respective associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate in the event that such mandate is approved by Shareholders.

No connected person, as defined in the Listing Rules, has notified the Company that he/she has a present intention to sell any Shares to the Company, nor has he/she undertaken not to do so in the event that the Repurchase Mandate is approved by Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, all applicable laws of Bermuda and in accordance with the Memorandum of Association and Bye-Laws of the Company.

— 7 —

EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

APPENDIX I

7. EFFECT OF TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Rule 32 of the Hong Kong Code on Takeovers and Mergers (“Takeovers Code”). As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, the register of substantial shareholders maintained by the Company pursuant to Section 336 of the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong) showed that the following shareholders had notified the Company of relevant interests in the issued share capital of the Company:

						Approximate
					Approximate	percentage
					percentage	of the
					of the	shareholding
	**Number of ordinary shares held **			by	shareholding as at the	if the Repurchase
Name of					Latest	Mandate
substantial	Beneficial	Controlled	Discretionary		Practicable	is exercised
shareholder	owner	entity	trust	Total	Date	in full
Mr. Lau Siu	280,000	—	188,300,013	188,580,013	50.59%	56.21%
Ying	(Note 3)		(Note 1)
Mr. Lee Wai,	—	188,300,013	—	188,300,013	50.51%	56.12%
Timothy		(Note 2)

Notes:

1. These Shares are held by Future 2000 Limited, a company incorporated in the British Virgin Islands which in turn is held by a discretionary trust. The beneficiaries of the discretionary trust include Mr. Lau Siu Ying, his spouse and his children.

2. Under the Securities and Futures Ordinance (Cap.571 of the laws of Hong Kong), Mr. Lee Wai, Timothy is deemed to have interests in the shares of the Company which Future 2000 Limited has interests as he is entitled to exercise more than one-third of the voting power at general meetings of Future 2000 Limited.

3. Pursuant to the completion of the acquisition of the interest in a PRC mining company by the Group (details of this transaction can be referred to the circular issued by the Company on 29th January, 2009), the Company will issue 244,813,040, 30,601,630 and 30,601,630 ordinary shares to Mr. Lau Siu Ying, Mr. Lau Kin Ying (brother of Mr. Lau Siu Ying) and Mr. Lau Hung Bing (brother of Mr. Lau Siu Ying) respectively as part of the consideration for the acquisition. In addition, the Company will issue convertible bonds of HK$100 million to Mr. Lau Siu Ying or his nominee(s), which will be convertible into 142,857,142 ordinary shares at a conversion price of HK$0.7 per conversion share as part of the consideration of the acquisition.

— 8 —

APPENDIX I EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

Assuming that there will be no change to the issued share capital of the Company since Latest Practicable Date up to the date of repurchase, in the event that the Directors exercised in full the power to repurchase Shares of the Company, if so approved, in accordance with the terms of ordinary resolution No. 5 to be proposed at the Annual General Meeting, the total interests of the above shareholders would be increased to approximately the respective percentages shown in the last column above. Such increase would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Code. The Directors are not aware of any consequence which will arise under the Code as a result of any repurchases to be made under the Repurchase Mandate. Moreover, the Directors will not make any share repurchase on the Stock Exchange if the result of the repurchase would result in less than 25% of the issued share capital of the Company in the public hands.

8. SHARES REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

— 9 —

BIOGRAPHY OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

The biography of the Directors who will retire from office by rotation at the Annual General Meeting and being eligible, will offer themselves for re-election at the Annual General Meeting, are set out below:

Mr. Luo Xi Zhi

Mr. Luo , aged 51, joined the Group in October 1995. Mr. Luo is also the Financial Controller of the Group’s PRC operation. Mr. Luo holds a certificate in Accounting from the Finance Academy of Jiangxi Province. Mr. Luo has over 20 years of financial and accounting experience in the PRC. Prior to joining the Group in 1995, Mr. Luo was the chief accountant for Zhaoqing Sz Di Telecom Co., Ltd. Mr. Luo was appointed as an Executive Director of the Company in September 2002. Mr. Luo has an employment contract with the Group and is entitled to a monthly salary of RMB8,000 and a discretionary bonus. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Company’s Bye-Laws. Mr. Luo has neither relationship with any Director, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, save for holding 100,000 share options of the Company, Mr. Luo does not have interest in the shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Chen Yi Gang

Mr. Chen , aged 56, graduated from Shaoxing Institute of Administration, majoring in Corporate Management. Mr. Chen was a senior executive in a number of PRC telecommunication companies and senior management in a number of large IT enterprises. Mr. Chen has over 30 years of experience in the field of telecommunication. Mr. Chen was appointed as an Independent Non-executive Director of the Company in February 2007. Mr. Chen receives a director’s fee of HK$80,000 per annum and does not have any service contract with the Company but is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Company’s Bye-Laws. Mr. Chen has neither relationship with any Director, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, save for holding 100,000 share options of the Company, Mr. Chen does not have interest in the shares within the meaning of Part XV of the Securities and Futures Ordinance.

The basis of the remuneration of Mr. Luo Xi Zhi and Mr. Chen Yi Gang is set by reference to the market remuneration range for the respective position and responsibility. Save as disclosed above, there are no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there other matters that need to be brought to the attention of the shareholders of the Company.

— 10 —

NOTICE OF ANNUAL GENERAL MEETING

CHINA FORTUNE HOLDINGS LIMITED 中國長遠控股有限公司＊

(Incorporated in Bermuda with limited liability, carrying on business in H.K. as CFH Ltd.)

(Stock Code: 110)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Meeting”) of the members of China Fortune Holdings Limited (the “Company”) will be held at Room 1505-7, Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong on Monday, 8th June, 2009 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditor of the Company for the year ended 31st December, 2008;

2. To re-elect the retiring Directors and to authorise the Board of Directors to fix the directors’ remuneration;

3. To re-appoint Messrs. Deloitte Touche Tohmatsu as the Company’s auditor and authorise the Directors to fix their remuneration;

4. As special business, to consider and, if thought fit, pass with or without amendment(s) the following resolution as Ordinary Resolution:

“THAT :

• (a) subject to paragraph (c) of this Resolution, and pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”), the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for any shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall be in addition to any other authorization given to the Directors of the Company and shall authorize the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• For identification purposes only

— 11 —

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Right Issue (as hereinafter defined); or (ii) the grant or exercise of any option under the share option scheme(s) of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or Participants of the Company and/or any of its subsidiaries of shares or rights to acquire shares in the capital of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-Laws of the Company in force from time to time, shall not exceed the aggregate of 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this Resolution and the authority pursuant in paragraph (a) of this Resolution shall be limited accordingly; and

• (d) for the purpose of this Resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum of Association and Bye-Laws of the Company, or any other applicable laws of Bermuda to be held; and

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

“Right Issue” means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors of the Company to holders of shares in the Company on the register on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company).”

— 12 —

NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, pass with or without amendment(s) the following resolution as Ordinary Resolution:

“THAT :

• (a) subject to paragraph (c) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its Shares at a price determined by the Directors;

• (c) the aggregate nominal amount of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this Resolution and the authority granted pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (d) for the purpose of this Resolution, “Relevant Period” means the period from the date of the passing of this Resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum of Association and Bye-laws of the Company, or any other applicable laws of Bermuda to be held; and

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

• As special business, to consider and, if thought fit, pass with or without amendment(s) the following resolution as Ordinary Resolution:

“THAT conditional upon Resolutions Nos. 4 and 5 set out in the notice convening this meeting being duly passed, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with shares pursuant to Resolution No. 4 set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted or

— 13 —

NOTICE OF ANNUAL GENERAL MEETING

agreed conditionally or unconditionally to be allotted and issued by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 5 set out in the notice convening this meeting, provided that such an amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this Resolution.”

1. To consider and transact any other business, if any.

By Order of the Board Lau Siu Ying Chairman and Chief Executive Officer

Hong Kong, 30th April, 2009

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and, on a poll, vote instead of him at the Meeting. A proxy need not be a member of the Company but must be present in person to represent the member.

2. The form of proxy must be lodged at the Company’s branch registrar in Hong Kong, Tricor Abacus Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the Meeting. Completion and return of the proxy will not preclude any member from attending and voting in person.

3. The Register of Members of the Company will be closed from 3rd June, 2009 to 8th June, 2009 (both days inclusive), during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates, must be lodged with Tricor Abacus Limited at the address mentioned above for registration not later than 4:30 p.m. on 2nd June, 2009.

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