hmvod Limited — AGM Information 2014

Oct 9, 2014

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

Tai Shing International (Holdings) Limited 泰盛國際（控股）有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

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 12 November 2014 at 4:30 p.m. at Room 2201-2, 22/F, Chuang’s Enterprises Building, 382 Lockhart Road, Hong Kong to consider and, if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

1. to receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Directors”) and the auditors of the Company for the year ended 31 March 2013.

2. to re-elect Dr. Chew Chee Wah as an executive director of the Company.

3. to re-elect Mr. Tam Kwok Leung as an executive director of the Company.

4. to re-elect Ms. Huang Miaochan as an executive director of the Company.

5. to re-elect Mr. Zhang Jinshu as an executive director of the Company.

6. to re-elect Mr. Luk Chi Shing as an executive director of the Company.

7. to re-elect Ms. Zhang He as an executive director of the Company.

8. to re-elect Mr. Lee Yiu Tung as an executive director of the Company.

9. to re-elect Dr. Pan Jin as a non-executive director of the Company.

10. to re-elect Ms. Xiao Yongzhen as a non-executive director of the Company.

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1. to re-elect Mr. Chan Yee Sze as an independent non-executive director of the Company.

2. to re-elect Ms. Yuen Wai Man as an independent non-executive director of the Company.

3. To re-elect Mr. Koh Kwing Chang as an independent non-executive director of the Company.

4. to re-elect Mr. Lui Wai Ming as an independent non-executive director of the Company.

5. to authorize the board of Directors to fix the Directors’ remunerations.

6. to re-appoint CCTH CPA Limited as the auditors of the Company and authorize the Board to fix their remuneration;

To consider as special business and, if thought fit, passing with or without modification, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

17. “ THAT :

• (a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or deal with additional shares in the capital of the Company and to make or grant offers, agreements and options share which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorize the Directors 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;

• (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 subscription or conversion under the terms of any warrants or convertible bonds issued by the Company or any securities which are

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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 the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

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

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

• (2) 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 or any applicable laws of the Cayman Islands or any other applicable laws to be held; and

• (3) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

“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 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).”

18. “ THAT

• (a) subject to and conditional upon the Listing Division of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the shares in the share capital of the Company to be issued pursuant to the exercise of share options which may be granted under the new share option scheme of the Company (the “New Share Option Scheme”) (a copy of which has been produced to this meeting marked “A” and initialed by the chairman of the meeting for identification purpose), the New Share Option Scheme be and is hereby approved and adopted to be the share option scheme of the Company and that the directors of the Company be and are hereby authorised to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient in order to give effect to the New Share Option Scheme, notwithstanding that they or any of them may be interested in the same;

• (b) subject to and conditional upon the passing of the Resolution numbered 18(a) above and the condition referred to therein being satisfied or fulfilled, the New Share Option Scheme becoming unconditional and coming into effect (such that no further options could thereafter be offered under the Existing Share Option Scheme of the Company); and

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• (c) the Directors of the Company be and are hereby authorised to do all acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to New Share Option Scheme, including without limitation to allot and issue from time to time such number of shares of the Company as may be required to be allotted and issued pursuant to the exercise of the options granted under New Share Option Scheme and subject to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, provided that the total number of shares of the Company which may be issued upon exercise of all options to be granted under New Share Option Scheme shall not in aggregate exceed 10% of the shares of the Company in issue as at the date of passing this resolution, but the Company may seek approval by the shareholders of the Company in general meeting for refreshing the 10% limit under New Share Option Scheme.”

By order of the Board of

Tai Shing International (Holdings) Limited Dr. Chew Chee Wah Chairman and executive Director

Hong Kong, 10 October 2014

Notes:

1. A shareholder entitled to attend and vote at the AGM or any adjourned meeting is entitled to appoint a person or persons as his proxy or proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

2. To be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

3. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting, and in such event the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this notice, the Board comprises the following Directors:

executive Directors:

Dr. Chew Chee Wah (Chairman) Mr. Tam Kwok Leung (Chief Executive Officer)

Ms. Ju Lijun Ms. Huang Miaochan Mr. Zhang Jinshu Mr. Luk Chi Shing Ms. Zhang He Mr. Lee Yiu Tung

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non-executive Directors:

Dr. Pan Jin

Mr. Dai Yuanxin

Ms. Xiao Yongzhen

independent non-executive Directors:

Mr. Chan Yee Sze

Mr. Xu Jingbin Ms. Hu Yun

Ms. Yuen Wai Man

Mr. Koh Kwing Chang Mr. Lui Wai Ming

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

This notice will remain on the GEM website at http://www.hkgem.com on the “ Latest Company Announcements” page for 7 days from the date of its posting and on the website of the Company.

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