hmvod Limited — AGM Information 2006

Jun 28, 2006

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, 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, 21 July 2006, 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 14 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 2006

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.

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DEFINITION

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

“2006 Annual Report”	the annual report of the Company for the year ended 31 March
	2006
“Annual General Meeting”	the annual general meeting of the Company to be held on 21
	July 2006, 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 2006, 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 BOARD

Tai Shing International (Holdings) Limited

*

(incorporated in the Cayman Islands with limited liability)

Stock code: 8103

Non-executive director: Mr. Luk Yat Hung (Chairman)

Executive Directors: Ms. Li Wenli Mr. Ho Cho Hang

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 2006

To the Shareholders

Dear Sir and Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, 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; and (b) re-elect the retiring Directors.

* for identification purpose only

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LETTER FROM THE BOARD

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 29 July 2005 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.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Board comprises two executive directors namely Ms. Li Wenli and Mr. Ho Cho Hang; one non-executive director namely Mr. Luk Yat Hung; and 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, Mr. Ho Cho Hang (being appointed during the year) and Ms. Li Wenli, Mr. Chung Shui Ming, Timpson and Mr. Yan Yonghong will retire by rotation accordingly, and being eligible, offer themselves for re-election.

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LETTER FROM THE BOARD

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

4. 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 14 to 17 of this circular.

A copy of 2006 Annual Report incorporating copies of the audited consolidated results of the Group for the year ended 31 March 2006 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.

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LETTER FROM THE BOARD

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

Li Wenli

Chief Executive Officer and Executive Director

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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 90,995,000 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 9,099,500 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 annual general meeting of the Company; (ii) the expiration of the period within which the next annual

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EXPLANATORY STATEMENT

APPENDIX I

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 2006 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	23.67%	26.30%
Resuccess Investments
Limited	2	15,890,000	17.46%	19.40%
Best Jade Ltd.	3	7,190,000	7.90%	8.78%

Notes:

1. Wide Source Group Ltd. is a company incorporated in the British Virgin Islands with limited liability and is ultimately and beneficially owned 100% by Mr. Luk Yat Hung.

2. Resuccess Investments Limited is a company incorporated in the British Virgin Islands with limited liability and is ultimately and beneficially owned by Tsinghua Holdings Company Ltd..

3. 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$
2005
June	0.202	0.200
July	0.320	0.200
August	0.250	0.200
September	0.150	0.150
October*	—	—
November	0.151	0.144
December	0.165	0.165
2006
January	0.162	0.162
February	0.200	0.140
March	0.900	0.192
April	0.840	0.400
May*	—	—
June (up to the Latest Practicable Date)	0.500	0.450

• 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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BIOGRAPHICAL DETAILS OF DIRECTORS

APPENDIX II

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 35, was appointed as an executive Director of the Company on 1 November 2004. Ms. Li was 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 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.

Mr. Ho Cho Hang , aged 52, was appointed as an executive Director of the Company on 5 January 2006. Mr. Ho has over 25 years of experience in administration and securities broking with two leading securities houses.

Mr. Ho 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. Ho has entered into a service contract with the Company for an initial term of one year commencing on 5 January 2006 which shall continue thereafter, subject to the termination provisions thereunder and the rotation and re-election requirements under the Articles of Association. Mr. Ho 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 Mr. Ho for his directorship in the Company.

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BIOGRAPHICAL DETAILS OF DIRECTORS

APPENDIX II

Independent Non-executive Director

Mr. Chung Shui Ming, Timpson, GBS, JP, aged 54, was appointed as an independent non-executive Director of the Company on 25 July 2003. Mr. Chung holds a Master of Business Administration degree and is a fellow member of Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants. He is a member of the National Committee of the Chinese People’s Political Consultative Conference, the Chairman of the Council of the City University of Hong Kong and a member of Hong Kong Housing Authority and Chairman of its Finance Sub-Committee. Mr. Chung is also an independent non-executive director of five other companies listed on the Stock Exchange. Formerly, Mr. Chung was the Chairman of the Hong Kong Housing Society and the Chief Executive of the Hong Kong Special Administrative Region Government Land Fund Trust.

Mr. Chung 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.

Mr. Chung 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. Mr. Chung 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 Mr. Chung for his directorship in the Company.

Mr. Yan Yonghong , aged 39, 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.

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BIOGRAPHICAL DETAILS OF DIRECTORS

APPENDIX II

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.

Saved as disclosed above, there is no additional information required to be disclosed pursuant to Rule 17.50(2)(h)-(w) of the GEM Listing Rule, and there is no other matters that need to be brought to the attention of the Shareholders.

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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, 21 July 2006, 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 2006;

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

3. (b) To re-elect Mr. Ho Cho Hang as director;

4. (c) To re-elect Mr. Chung Shui Ming, Timpson as director; and

5. (d) To re-elect Mr. Yan Yonghong as director;

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

7. To re-appoint Messrs. RSM Nelson Wheeler 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

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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.”

By order of the Board Tai Shing International (Holdings) Limited

Young Wai Ching Company Secretary

Hong Kong, 28 June 2006

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NOTICE OF ANNUAL GENERAL MEETING

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

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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