hmvod Limited — AGM Information 2005

Jun 28, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Tai Shing International (Holdings) Limited, you should at once hand this circular, together with the form of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Tai Shing International (Holdings) Limited

*

(incorporated in the Cayman Islands with limited liability) Stock code: 8103

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AMENDMENTS TO THE ARTICLES OF ASSOCIATION, RE-ELECTION OF RETIRING DIRECTORS, AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Tai Shing International (Holdings) Limited (the “Company”) to be held on Friday, 29 July 2005, at 3:00 p.m. at Yat Tung Heen Chinese Restaurant, 2/F, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong is set out on pages 13 to 17 of this circular.

A form of proxy is also enclosed. Whether or not you intend to attend and vote at the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

This circular, for which the directors (the “Directors”) of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange for the purpose of giving information with regard to the Company. The Directors of the Company, having made all reasonable enquires, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material aspects and is not misleading; (ii) there are no other matters the omission of which would make any statement herein misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its publication.

* for identification purpose only

28 June 2005

CHARACTERISTICS OF GEM

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the Internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers.

— i —

DEFINITION

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

“2005 Annual Report”	the annual report of the Company for the year ended 31 March
	2005
“Annual General Meeting”	the annual general meeting of the Company to be held on 29
	July 2005, at 3:00 p.m. at Yat Tung Heen Chinese Restaurant,
	2/F, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong
	Kong
“Articles of Association”	the articles of association of the Company
“Board” or “Directors”	the board of directors of the Company
“Company”	Tai Shing International (Holdings) Limited, a company
	incorporated in the Cayman Islands with limited liability, the
	Shares of which are listed and traded on GEM
“GEM”	The Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	22 June 2005, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Registrar”	the branch share registrar of the Company in Hong Kong,
	Computershare Hong Kong Investor Services Limited at 46th
	Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong
“Repurchase Mandate”	the general mandate to be granted to the Directors to exercise
	the power of the Company to repurchase Shares of the
	Company up to a maximum of 10 % of the aggregate nominal
	amount of the issued share capital of the Company at the date
	of passing resolution no. 6 set out in the notice convening the
	Annual General Meeting
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shareholders”	holders of the Shares from time to time

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	DEFINITION
“Share(s)”	ordinary share(s) of nominal value HK$0.05 each in the share
	capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“HK$”	the lawful currency of Hong Kong
“%”	per cent.

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LETTER FROM THE CHAIRMAN

Tai Shing International (Holdings) Limited

*

(incorporated in the Cayman Islands with limited liability) Stock code: 8103

Executive Directors:

Mr. Luk Yat Hung (Chairman) Ms. Li Wenli

Independent Non-executive Directors:

Mr. Chung Shui Ming, Timpson Professor Ip Ho Shing, Horace Mr. Yan Yonghong Mr. Peng Lijun

Registered Office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman British West Indies

Principal place of business in Hong Kong:

24th Floor Prosperous Commercial Building 54-58 Jardine’s Bazaar Causeway Bay Hong Kong

28 June 2005

To the Shareholders

Dear Sir and Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, AMENDMENTS TO THE ARTICLES OF ASSOCIATION, AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the resolutions to be proposed at the Annual General Meeting to (a) grant to the Directors the general mandates to issue and repurchase Shares; (b) approve the proposed amendments to the Articles of Association; and (c) re-elect the retiring Directors.

• for identification purpose only

— 3 —

LETTER FROM THE CHAIRMAN

GENERAL MANDATES

At the Annual General Meeting, separate ordinary resolutions will be proposed to renew the general mandates granted to the Directors to (i) allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of such resolution; (ii) repurchase Shares not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of such resolution; and (iii) extend the general mandate as set out in (i) above by the amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company pursuant to the general mandate as mentioned in (ii) above.

Under the GEM Listing Rules, the general and unconditional mandates granted on 22 July 2004 will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to seek the approval of the Shareholders to renew these general mandates by way of ordinary resolutions at the Annual General Meeting.

The relevant resolutions are set out as resolutions nos. 5 to 7 in the notice of Annual General Meeting. The general mandates, if renewed at the Annual General Meeting, will be valid up to (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company or the laws of the Cayman Islands or any other applicable laws to be held; or (iii) the revocation, variation or renewal of these resolutions by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.

EXPLANATORY STATEMENT

The explanatory statement, required by the GEM Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate, is set out in the Appendix I to this circular. The explanatory statement contains the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions relating to the proposed Repurchase Mandate at the Annual General Meeting.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Following the recent amendments to the GEM Listing Rules concerning corporate governance practices which became effective on 1 January 2005, the Directors propose to amend the Articles of Association to reflect the changes. The followings are the major proposed amendments to the Articles of Association:

1. a new provision is added to provide that every Director shall retire from office no later than the third annual general meeting after he was last appointed or re-elected; and

2. the Articles of Association are amended so that Directors holding office as chairman, managing director or chief executive officer are also subject to retirement by rotation.

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LETTER FROM THE CHAIRMAN

A full text of the amendments to be made to the Articles of Association is contained in resolution no. 8 of the notice of the Annual General Meeting set out on pages 15 to 16 of this circular.

Copies of the existing Articles of Association and the revised Articles of Association are available for inspection during normal business hours at the principal place of business of the Company at 24/F Prosperous Commercial Building, 54-58 Jardine’s Bazaar, Causeway Bay, Hong Kong from the date of this circular up to and including 28 July 2005.

In order to comply with the amended GEM Listing Rules, the Directors wish to seek the approval of the Shareholders at the Annual General Meeting of the proposed amendments to the Articles of Association.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Board comprises two executive directors namely Mr. Luk Yat Hung (Chairman) and Ms. Li Wenli; four independent non-executive directors namely Mr. Chung Shui Ming, Timpson, Professor Ip Ho Shing, Horace, Mr. Yan Yonghong and Mr. Peng Lijun.

Subject to retirement by rotation provisions in the Articles of Association and the requirements of the Code on Corporate Governance Practices as set out in Appendix 15 of the GEM Listing Rules, Ms. Li Wenli, Mr. Yan Yonghong and Mr. Peng Lijun (being appointed during the year) and Professor Ip Ho Shing, Horace will retire by rotation accordingly, and being eligible, offer themselves for re-election.

The biographical details of the retiring Directors to be re-elected at the Annual General Meeting, required by the GEM Listing Rule, are set out in Appendix II to this circular.

RIGHT TO DEMAND FOR A POLL

Pursuant to the Articles of Association, at any general meeting, a resolution put to the vote at the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

1. the chairman of the meeting; or

2. at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy for the time being entitled to vote at the meeting; or

3. a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

— 5 —

LETTER FROM THE CHAIRMAN

1. a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

ANNUAL GENREAL MEETING

A notice of the Annual General Meeting is set out on pages 13 to 17 of this circular.

A copy of 2005 Annual Report incorporating copies of the audited consolidated results of the Group for the year ended 31 March 2005 and the reports of the Directors and the auditors therein is despatched to the Shareholders together with this circular.

A form of proxy is enclosed with this circular. Whether or not you intend to attend and vote at the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Registrar as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

RECOMMENDATION

The Directors are of the opinion that the proposals referred to in this circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board Tai Shing International (Holdings) Limited

Luk Yat Hung

Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This explanatory statement contains the information required pursuant to Rule 13.08 of the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolutions relating to the Repurchase Mandate.

1. REGULATIONS OF THE GEM LISTING RULES

(a) Shareholders’ approval

All repurchase of securities on GEM by a company with its primary listing on GEM must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval in relation to specific transaction.

(b) Source of funds

Repurchase must be financed out of funds which are legally available for such purpose and in accordance with the memorandum and articles of association of the listed company and the applicable laws to be held. A listed company may not repurchase its own securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

(c) Suspension of repurchase

A company shall not purchase its own shares after a price-sensitive development has occurred or has been the subject of a decision until the price-sensitive information is made publicly available. In particular, during the period of one month immediately preceding either the preliminary announcement of a company’s annual results or the publication of the company’s half-yearly report or quarterly report, the company may not purchase its securities on GEM unless the circumstances are exceptional. In addition, the Stock Exchange may prohibit repurchases of securities on GEM if a company has breached the GEM Listing Rules.

(d) Connected persons

Under the GEM Listing Rules, a company shall not knowingly repurchase shares from a connected person (as defined under the GEM Listing Rules) and a connected person shall not knowingly sell his shares to the company.

2. EXERCISE OF THE REPURCHASE MANDATE

Exercise in full of the Repurchase Mandate, if approved, on the basis of 75,105,000 Shares in issue (assuming no further Shares are issued or repurchased prior to the date of the Annual General Meeting) as at the Latest Practicable Date, could result in up to 7,510,500 Shares, i.e. up to 10% of the Shares in issue, being repurchased by the Company during the period from the passing of resolution no. 6 as set out in the notice of Annual General Meeting up to (i) the conclusion of the next

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EXPLANATORY STATEMENT

APPENDIX I

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 and articles of association of the Company or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

3. REASONS FOR REPURCHASES

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit 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 asset value of the Company and/or its earnings per Share.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company may not repurchase Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

5. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in 2005 Annual Report) in the event that the proposed repurchases in the Repurchase Mandate were to be exercised in full at any time during the proposed purchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Group or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Group.

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases in the Repurchase Mandate pursuant to the proposed resolutions in accordance with the GEM Listing Rules, the memorandum and articles of association of the Company and the applicable laws of the Cayman Islands.

As at the Latest Practicable Date prior to the printing of this circular and to the best of the knowledge of the Directors who have made all reasonable enquiries, none of the Directors or their associates (as defined in the GEM Listing Rules) has a present intention, in the event that the resolution relating to the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company or has undertaken not to do so.

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EXPLANATORY STATEMENT

APPENDIX I

7. EFFECT OF TAKEOVERS CODE

If, as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights in the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a shareholder, or a group of shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, so far as the Directors are aware, the following Shareholders had interests representing 5% or more of the issued share capital of the Company:

				Approximate
				Percentage of
			Existing	Shareholding if
			Approximate	Repurchase
		Number of	Percentage of	Mandate is
Name of Shareholders	Note	Shares held	Shareholding	exercised in full
Wide Source Group Ltd.	1	21,542,476	28.68%	31.87%
Best Jade Ltd.	2	12,700,000	16.91%	18.79%

Notes:

1. Wide Source Group Ltd. is a company incorporated in the British Virgin Islands with limited liability and is ultimately and beneficially owned as to 50% by Mr. Luk Yat Hung and as to 50% by Mr. Ma Bing.

2. Best Jade Ltd. is a company incorporated in the British Virgin Islands with limited liability and is ultimately and beneficially owned by Ms. Li Luyuan.

In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total interests of the above substantial Shareholders in the Shares would be increased to approximately the respective percentages shown in the last column above and the Directors believe that such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors have no present intention to exercise the Repurchase Mandate to such extent that may give rise to the making of a general offer under the Takeover Code or that may result in a public shareholding of less than 25 per cent., the prescribed minimum percentage of the Shares in issue required by the Stock Exchange to be held by the public. Save as aforesaid, the Directors are not aware of any consequences as a result of full exercise of the Repurchase Mandate that would give rise to an obligation to make a mandatory offer under the Takeover Code.

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EXPLANATORY STATEMENT

APPENDIX I

8. SHARE PRICES

The highest and lowest prices at which the Shares traded on GEM during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	Traded Price	Traded Price
	HK$	HK$
2004
June	0.480	0.470
July	0.490	0.280
August*	—	—
September	0.350	0.350
October*	—	—
November	0.500	0.500
December	0.480	0.250
2005
January*	—	—
February*	—	—
March	0.230	0.200
April	0.200	0.200
May	0.201	0.200
June (up to the Latest Practicable Date)	0.201	0.200

• No transaction on Shares was recorded for the month.

9. REPURCHASE IN THE PAST SIX MONTHS

During the previous six months preceding the Latest Practicable Date, the Company has not repurchased any of its Shares.

10. CONNECTED PERSON

No connected person (as defined in the GEM Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders and the Company is authorised to make purchases of the Shares.

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS

The biographical details of the retiring Directors proposed to be re-elected at the Annual General Meeting are summarized in this appendix as required by the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolutions relating to the re-election:

Executive Director

Ms. Li Wenli , aged 34, was appointed as an executive Director of the Company on 1 November 2004. Ms. Li is graduated from Hebei University of Technology with a bachelor degree in computer science and engineering and holds a master degree in economics with Peking University. Prior to joining the Group, Ms. Li held senior positions with China Textile Machinery Co., Ltd. and Shanghai Guojia Industrial Co., Ltd., companies listed in The Shanghai Stock Exchange. Ms. Li is a director and vice general manager of Beijing Tongfang Electronic Science & Technology Co., Ltd., a non wholly-owned subsidiary of the Company.

Ms. Li does not have any relationships with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company or its subsidiaries. Ms. Li does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO. Ms. Li had not held any directorship in other Hong Kong listed companies in the past three years or had any other major appointments.

Ms. Li has entered into a service contract with the Company for an initial term of one year commencing on 1 November 2004 which shall continue thereafter, subject to the termination provisions thereunder and the rotation and re-election requirements under the Articles of Association. Ms. Li is entitled to receive a director’s fee of HK$30,000 per annum, which is determined after arm’s length negotiation. Save as disclosed herein, there are no other benefits provided to Ms. Li for her directorship in the Company.

Independent Non-executive Director

Professor Ip Ho Shing, Horace , aged 48, was appointed as an independent non-executive Director of the Company on 25 July 2003. Professor Ip graduated from the University of London with a bachelor of science degree in applied physics and a doctorate degree in image processing. He is the Chair Professor of the Department of Computer Science and a director of the Centre for Innovative Applications of Internet and Multimedia Technologies — AIMtech Centre of the City University of Hong Kong.

Professor Ip does not have any relationships with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company or its subsidiaries. Professor Ip does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO. Professor Ip has not held any directorship in other listed companies in the past three years or had any other major appointments. He did not hold any other position in the Company or any of its subsidiaries.

Professor Ip has entered into a service contract with the Company for an initial term of one year commencing on 25 July 2003 which shall continue thereafter, subject to the termination provisions thereunder and the rotation and re-election requirements under the Articles of Association. Professor Ip is entitled to receive a director’s fee of HK$120,000 per annum, which is determined after arm’s length negotiation. Save as disclosed herein, there are no other benefits provided to Professor Ip for his directorship in the Company.

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS

Mr. Yan Yonghong , aged 38, was appointed as an independent non-executive Director of the Company on 30 September 2004. Mr. Yan graduated from Tsinghua University with a bachelor of science degree in electronic engineering and holds a doctorate degree in computer science and engineering with Oregon Graduate Institute of Science and Engineering, the United States of America. Mr. Yan had been a principal engineer of Intel Corporation and an associate professor of Oregon Health and Science University. Currently, he is appointed by the Chinese Academy of Sciences as a professor and an instructor of doctorate students. He is also appointed by the Chinese government as a member of the vetting committee of National Science Foundation of China.

Mr. Yan does not have any relationships with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company or its subsidiaries. Mr. Yan does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO. Mr. Yan had not held any directorship in other listed companies in the past three years or had any other major appointments. He did not hold any other position in the Company or any of its subsidiaries.

Mr. Yan has entered into a service contract with the Company for an initial term of one year commencing on 30 September 2004 which shall continue thereafter, subject to the termination provisions thereunder and the rotation and re-election requirements under the Articles of Association. Mr. Yan is entitled to receive a director’s fee of HK$30,000 per annum, which is determined after arm’s length negotiation. Save as disclosed herein, there are no other benefits provided to Mr. Yan for his directorship in the Company.

Mr. Peng Lijun , aged 38, was appointed as an independent non-executive Director of the Company on 15 December 2004. Mr. Peng graduated from Jianghan Petroleum University major in architectural civil engineering. Mr. Peng has extensive experience in the industries of petroleum and civil engineering. Currently, he is appointed by Xinjiang YouBang Engineering Construction Co. Ltd. and Kelamayi YouBang Real Estate Developing Co. Ltd. as president.

Mr. Peng does not have any relationships with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company or its subsidiaries. Mr. Peng does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO. Mr. Peng had not held any directorship in other listed companies in the past three years or had any other major appointments. He did not hold any other position in the Company or any of its subsidiaries.

Mr. Peng has entered into a service contract with the Company for an initial term of one year commencing on 15 December 2004 which shall continue thereafter, subject to the termination provisions thereunder and the rotation and re-election requirements under the Articles of Association. Mr. Peng is entitled to receive a director’s fee of HK$30,000 per annum, which is determined after arm’s length negotiation. Save as disclosed herein, there are no other benefits provided to Mr. Peng for his directorship in the Company.

Save as disclosed above, Ms. Li Wenli, Professor Ip Ho Shing, Horace, Mr. Yan Yonghong, Mr. Peng Lijun and the Company are not aware of any other matters that need to be brought to the attention of the Shareholders pursuant to the GEM Listing Rules.

— 12 —

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Tai Shing International (Holdings) Limited (the “Company”) will be held on Friday, 29 July 2005, at 3:00 p.m. at Yat Tung Heen Chinese Restaurant, 2/F, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong for the following purposes:

1. To receive and consider the audited financial statements of the Company and the reports of the directors and auditors for the year ended 31 March 2005;

2. (a) To re-elect Ms. Li Wenli as director;

3. (b) To re-elect Professor Ip Ho Shing, Horace as director;

4. (c) To re-elect Mr. Yan Yonghong as director; and

5. (d) To re-elect Mr. Peng Lijun as director;

6. To authorise the board of directors to fix the remuneration of the directors;

7. To re-appoint Messrs. CCIF CPA Limited as the auditors of the Company and to authorise the board of directors to fix their remuneration;

8. By way of special business, to consider and, if thought fit, pass with or without amendments, the following resolution as ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue or deal with unissued shares in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined in this resolution); or (ii) any share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares 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 articles of association of the Company in force from time to time; or (iv) the exercise of rights of

— 13 —

NOTICE OF ANNUAL GENERAL MEETING

• subscription or conversion under the terms of any warrants or convertible bonds issued by the Company or any securities which are convertible into shares of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution; and

• (d) for the purpose of this resolution:

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

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

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

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

“Rights 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 of members of the Company on a fixed record date in proportion to their then holdings of shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong).”

1. By way of special business, to consider and, if thought fit, pass with or without amendments, the following resolution as ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) the exercise by the directors of the Company during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to purchase its own shares, subject to paragraph (b) below, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company which may be purchased by the Company on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchase pursuant to the approval in paragraph (a) above shall not

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NOTICE OF ANNUAL GENERAL MEETING

• exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the authority granted to the directors of the Company pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purpose of this resolution:

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

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

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

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

• By way of special business, to consider and, if thought fit, pass with or without amendments, the following resolution as ordinary resolution:

ORDINARY RESOLUTION

“ THAT the general mandate granted to the directors of the Company pursuant to resolution no. 5 above and for the time being in force to exercise the powers of the Company to allot, issue or deal with unissued shares of the Company and to make or grant offers, agreements and options which would or might require the exercise of such power, be and is hereby extended by the aggregate nominal amount of shares in the share capital of the Company repurchased by the Company since the granting of such general mandate pursuant to the exercise by the directors of the Company of the powers of the Company to purchase such shares, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”

1. By way of special business, to consider and, if thought fit, pass with or without amendments, the following resolution as special resolution:

SPECIAL RESOLUTION

“ THAT the existing articles of association of the Company be and are hereby amended in the following manners:

• (a) By inserting the words “voting by way of a poll is required by the rules of the Designated Stock Exchange or” after the words “a show of hands unless” in the third sentence of Article 66; and

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NOTICE OF ANNUAL GENERAL MEETING

• (b) By deleting the existing Article 87(1) in its entirety and substituting therewith a new Article 87(1) as follows:

• “87. (1)Notwithstanding any other provisions in the Articles, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation. Every Director shall retire from office no later than the third annual general meeting since the last re-election or appointment.””

• By way of special business, to consider and, if thought fit, pass with or without amendments, the following resolution as special resolution:

SPECIAL RESOLUTION

“ THAT , conditional upon the passing of the special resolution no. 8 set out above, the articles of association of the Company as amended be adopted as the amended and restated articles of association of the Company with effect from the date of passing of the special resolution no. 8, and the Directors are authorized to file the entire copy of the amended and restated articles of association of the Company approved and adopted in substitution for and to the exclusion of the existing articles of association of the Company with the Registrar of Companies in the Cayman Islands and the Companies Registry in Hong Kong.”

By order of the Board Tai Shing International (Holdings) Limited Young Wai Ching Company Secretary

Hong Kong, 28 June 2005

Registered Office:

Century Yard, Cricket Square Hutchins Drive P. O. Box 2681GT George Town Grand Cayman British West Indies

Principal place of business in Hong Kong:

24/F., Prosperous Commercial Building 54-58 Jardine’s Bazaar Causeway Bay Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the meeting may appoint one or more than one proxy to attend and to vote on his behalf. A proxy need not be a member 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 be 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 share shall alone be entitled to vote in respect thereof.

3. 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 branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Whether or not you propose to attend the meeting in person, you are strongly urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending the meeting and voting in person if you so wish. In the event that you attend the meeting after having lodged the form of proxy, it will be deemed to have been revoked.

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Tai Shing International (Holdings) Limited

*

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

Form of Proxy for Annual General Meeting

I/We[1]

of being the registered holder(s) of[2] shares of HK$0.05 each in the capital of Tai Shing International (Holdings) Limited (the “Company”), HEREBY APPOINT[3] the Chairman of the Meeting, or

of

as my/our proxy to attend the Annual General Meeting (or any adjournment thereof) of the Company to be held at Yat Tung Heen Chinese Restaurant, 2/F, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong on Friday, 29 July 2005, at 3:00 p.m. and vote for me/us and on my/our behalf in respect of undermentioned resolutions as indicated.

	Resolutions		For4	Against4	Against4
1	To receive and consider the audited financial statements and the reports of the
	directors and auditors for the year ended 31 March 2005
2a	To re-elect Ms. Li Wenli as a director
2b	To re-elect Professor Ip Ho Shing, Horace as a director
2c	To re-elect Mr. Yan Yonghong as a director
2d	To re-elect Mr. Peng Lijun as a director
3	To authorise the board of directors to fix the remuneration of the directors
4	To re-appoint Messrs. CCIF CPA Limited as the auditors of the Company and to
	authorise the board of directors to fix their remuneration
5	To give a general mandate to the directors to issue shares of the Company
6	To give a general mandate to the directors to repurchase shares of the Company
7	Conditional on the passing of resolution nos. 5 and 6, to extend the general		mandate
	granted to the directors to issue shares by the nominal amount of shares repurchased
8	To approve the proposed amendments to the articles of association of the Company
9	Conditional on the passing of resolution no. 8, to authorise the directors to file the
	entire copy of the amended and restated articles of association with the Registrar of
	Companies in the Cayman Islands and the Companies	Registry in Hong Kong

Signature[7]

Dated this

day of 2005

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.05 each in the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

4. Please indicate with a “�” in the spaces opposite to each of the resolutions how you wish the proxy to vote on your behalf. In the absence of any such indication the proxy may vote for or against the resolutions or may abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. To be valid, you are requested to lodge this form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting or any adjourned Meeting.

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members.

7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of any officer or attorney or other person duly authorised.

8. The proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.

9. For identification purpose only