hmvod Limited — AGM Information 2015

Aug 24, 2015

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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, or other professional advisers.

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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)

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(2) REFRESHMENT OF SCHEME MANDATE LIMIT; (3) RE-ELECTION OF DIRECTORS;

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page have the same meanings as those defined in this circular.

A notice convening the annual general meeting of the Company to be held at Auberge Discovery Bay Hong Kong, 88 Siena Avenue, Discovery Bay, Lantau Island, Hong Kong on 24 September 2015 at 8:00 a.m., is set out on pages 17 to 22 of this circular.

A form of proxy is also enclosed. Whether or not you propose to attend the meeting, you are advised to complete the form of proxy attached to the notice of the annual general meeting in accordance with the instructions printed thereon and return the same to 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, Wan Chai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding of the annual general meeting of the Company 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 should you so wish.

This circular 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 at http://www.equitynet.com.hk/8103/.

• For identification purpose only

25 August 2015

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. 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 the GEM mean that it is a market more suited to professional and other sophisticated investors.

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

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CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX II – DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
NOTICE OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– ii –

DEFINITIONS

In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:–

• “AGM” an annual general meeting of the Company to be held on 24 September 2015 at 8:00 a.m. at Auberge Discovery Bay Hong Kong, 88 Siena Avenue, Discovery Bay, Lantau Island, Hong Kong;

• “Articles of Association” the articles of association of the Company currently in force;

• “assosciate(s)” has the meaning ascribed thereto under the GEM Listing Rules;

• “Board” the board of Directors of the Company; “Business Day” a day (other than Saturday and Sunday) on which the Stock Exchange is open for business of dealings in securities;

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC;

• “Company” Tai Shing International (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM;

• “Consolidated Share(s)” issued and unissued share(s) of par value of HK$0.1 each in the share capital of the Company immediately following the Share Consolidation;

• “Convertible Bonds” the outstanding convertible bonds due 1 April 2016 in the total outstanding principal amount of HK$30,000,000;

• “Director(s)” the director(s) of the Company;

• “EGM” the extraordinary general meeting of the Company to be convened and held on 8 September 2015 for the Shareholders to consider and, if thought fit, approve the Share Consolidation;

• “GEM” the Growth Enterprise Market of the Stock Exchange;

“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM as amended from time to time;

“Group”

the Company and its subsidiaries;

– 1 –

DEFINITIONS

• “HKSCC”

• Hong Kong Securities Clearing Company Limited;

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong;

• “Hong Kong”

• the Hong Kong Special Administration Region of the People’s Republic of China;

• “Latest Practicable Date” 19 August 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular;

• “Listing Division” has the meaning ascribed thereto in the GEM Listing Rules;

• “New Issue Mandate” a general and unconditional proposed to be granted to the Directors to allot and issue new shares of the Company not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate;

• “Offer Share(s)” 339,312,157 Consolidated Shares to be allotted and issued pursuant to the Open Offer;

• “Open Offer”

• the proposed offer for subscription of shares of the Company by way of open offer at the subscription price of HK$0.14 to be made by the Company to the qualifying shareholders on the basis of one (1) Offer Share for every two (2) Consolidated Shares as contemplated under the Underwriting Agreement, the Supplemental Underwriting Agreement and the Second Supplemental Underwriting Agreement;

• “Option(s)”

• the option(s) granted under the Share Option Scheme;

• “Repurchase Mandate”

• the repurchase mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution granting of repurchase mandate by the Shareholders;

• “Scheme Mandate Limit”

• the maximum number of shares of the Company which may be issued upon exercise of all the Options which shall not in aggregate exceed 10% of the shares of the Company in issue at the date of approval of the refreshed limit by the Shareholders;

– 2 –

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws in Hong Kong); “Share(s)” ordinary share(s) with par value of HK$0.05 each in the share capital of the Company;

• “Share Consolidation” the proposed consolidation of every two (2) issued and unissued Shares of par value of HK$0.05 each into one (1) Consolidated Share of par value of HK$0.1 each;

“Shareholder(s)”

holder(s) of the Share(s);

• “Share Option Scheme” the share option scheme adopted by the Company pursuant to an ordinary resolution of the Company passed on 12 November 2014 and is valid and effective for a period of ten years;

• “Stock Exchange” The Stock Exchange of Hong Kong Limited;

• “Supplemental Underwriting the supplemental agreement dated 14 July 2015 (after Agreement” trading hours) entered into between the Company and the Underwriter in relation to the Underwriting Agreement;

• “Second Supplemental the second supplemental agreement dated 12 August Underwriting Agreement” 2015 (after trading hours) entered into between the Company and the Underwriter in relation to the Underwriting Agreement and the Supplemental Underwriting Agreement;

• “Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs; and

• “%” per cent.

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

– 3 –

LETTER FROM THE BOARD

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)

Executive Directors:

Dr. Chew Chee Wah (Chairman) Mr. Tam Kwok Leung (Chief Executive Officer) Ms. Ju Lijun Mr. Zhang Jinshu Mr. Luk Chi Shing Ms. Zhang He Mr. Lee Yiu Tung

Non-executive Directors:

Dr. Pan Jin Mr. Dai Yuanxin Ms. Xiao Yongzhen

Registered office: Cricket Square Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Room M2B2, 7/F. Kaiser Estate, Phase 3 No.11 Hok Yuen Street Hunghom, Kowloon Hong Kong

Independent non-executive Directors:

Mr. Chan Yee Sze Ms. Hu Yun Mr. Koh Kwing Chang Mr. Lui Wai Ming Mr. Lai Chi Leung

25 August 2015

To the Shareholders

Dear Sirs or Madams,

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) REFRESHMENT OF SCHEME MANDATE LIMIT; (3) RE-ELECTION OF DIRECTORS; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to seek the Shareholders’ approval for, among other things, (i) the granting of the New Issue Mandate and the Repurchase Mandate; (ii) the refreshment of Scheme Mandate Limit; and (iii) the re-election of Directors.

• For identification purpose only

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding, amongst others, (i) the granting to the New Issue Mandate and the Repurchase Mandate; (ii) the refreshment of Scheme Mandate Limit; (iii) the re-election of the Directors; and (iv) the notice of the AGM.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

New Issue Mandate

The existing general mandate granted to the Directors to allot and issue new Shares at the annual general meeting of the Company held on 12 November 2014 will lapse at the conclusion of the AGM. As at the Latest Practicable Date, the existing general mandate has been fully utilized for the purpose of placing of 216,644,771 new Shares on 29 July 2015.

At the AGM, an ordinary resolution will be proposed to grant the New Issue Mandate to allot, issue and deal with unissued Shares or underlying Shares (other than by way of rights or pursuant to a share option scheme or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles of Association) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 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.

The Directors wish to state that they have no immediate plan to issue Shares pursuant thereto.

In addition, a separate ordinary resolution will be proposed to extend the New Issue Mandate authorizing the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, the Company has the outstanding convertible bonds due 1 April 2016 in the total outstanding principal amount of HK$30,000,000 which entitle the holders to subscribe an aggregate of 171,428,571 Shares upon exercise of the conversion rights attaching to the Convertible Bonds. Save for disclosed in the aforementioned, there are no options, warrants or other securities convertible into or giving rights to subscribe for Shares.

As at the Latest Practicable Date, the Company has an aggregate of 1,357,248,628 Shares in issue. Assuming completion of the Share Consolidation will take place prior to the date of the AGM, the Company will have an aggregate of 678,624,314 Consolidated Shares in issue on the date of the AGM. Subject to the passing of the resolution for the approval of the New Issue Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the New Issue Mandate to allot, issue and deal with a maximum of 135,724,862 Consolidated Shares.

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LETTER FROM THE BOARD

Repurchase Mandate

The existing general mandate granted to the Directors to repurchase Shares at the annual general meeting of the Company held on 6 September 2012 has lapsed at the expiration of the period of fifteen (15) months after the holding of the annual general meeting of the Company on 6 September 2012 where such repurchase mandate was granted.

At the AGM, an ordinary resolution will also be proposed to grant to the Directors to exercise all powers of the Company to repurchase Shares on the Stock Exchange of an aggregate amount of up to 10% of the issued Shares as at the date of granting of the Repurchase Mandate.

As at the Latest Practicable Date, the Company has an aggregate of 1,357,248,628 Shares in issue. Assuming completion of the Share Consolidation will take place prior to the date of the AGM, the Company will have an aggregate of 678,624,314 Consolidated Shares in issue on the date of the AGM. Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 67,862,431 Consolidated Shares.

An explanatory statement containing all information in relation to the Repurchase Mandate as required under Rule 13.08 of the GEM Listing Rules is set out in Appendix I to this circular.

The New Issue Mandate (including the extended New Issue Mandate) and the Repurchase Mandate shall continue to be in force until 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 or laws of the Cayman Islands or any applicable laws to be held; or (iii) the revocation or variation of the New Issue Mandate (including the extended New Issue Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting.

REFRESHMENT OF THE SCHEME MANDATE LIMIT

The Board also proposed to seek approval of the Shareholders to refresh the 10% Scheme Mandate Limit of the Share Option Scheme. Pursuant to Rule 23.03(3) of the GEM Listing Rules, the Company may seek approval by its Shareholders in general meeting for “refreshing” the 10% limit under the Share Option Scheme. However, the total number of Shares which may be issued upon exercise of all options to be granted under all of the schemes of the Company (or its subsidiaries) under the limit as “refreshed” must not exceed 10% of the Shares in issue as at the date of approving refreshment of the limit. Options previously granted under the Share Option Scheme (including those outstanding, cancelled, lapsed in accordance with the scheme or exercised options) will not be counted for the purpose of calculating the limit as “refreshed”. The limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other schemes must not exceed 30% of the Shares of the

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LETTER FROM THE BOARD

Company (or its subsidiaries) in issue from time to time. No options may be granted under any schemes of the Company (or its subsidiaries) if this will result in the limit being exceeded.

The Scheme Mandate Limit was granted at the annual general meeting of the Company held on 12 November 2014, pursuant to which the Directors were authorised to grant options carrying rights to subscribe for up to a maximum number of 108,322,385 Shares, which represented 10% of the total issued share capital of the Company as at the date of that meeting. As disclosed in the annual report of the Company for the year ended 31 March 2015, pursuant to an ordinary resolution passed at an extraordinary general meeting of the Company held on 22 October 2003, the Company approved and adopted a share option scheme (the “ 2003 Scheme ”). The 2003 Scheme was expired on 21 October 2013. All the options under the 2003 Scheme were lapsed as at the date of the annual report of the Company for the year ended 31 March 2015.

The Company currently intends to fully utilize the Scheme Mandate Limit granted at the annual general meeting of the Company held on 12 November 2014 and grant the maximum number of share options under the Share Option Scheme to participants right after the black out period (i.e. 17 August 2015) and up to the date of the AGM i.e. 24 September 2015 as the next black out period will probably start on or around mid-October 2015. As at the Latest Practicable Date, the Company has not yet identified the grantee for the grant of Option(s) under the existing Scheme Mandate Limit. In such circumstances, the existing Scheme Mandate Limit will be fully utilized prior to the date of the AGM, there will be 108,322,385 Options granted and outstanding under the Share Option Scheme (representing approximately 7.98% of the issued share capital of the Company as at the Latest Practicable Date). Save for disclosed herein, there were no other share options granted by the Company since the last annual general meeting. No options under the Scheme Mandate Limit were lapsed or cancelled. There are no other options under the Share Option Scheme or any other schemes of the Company granted which remain outstanding or unexercised as at the Latest Practicable Date.

In order to provide the Company with greater flexibility in granting share options to eligible persons under the Share Option Scheme as incentives or rewards for their contribution to the Group (i.e. in the case that the existing Scheme Mandate Limit is fully utilized before the AGM) and in view of the fact that the number of issued share capital since the last annual general meeting of the Company on 12 November 2014 has been increased from 1,083,223,857 Shares to 1,357,248,628 Shares, as at the Latest Practicable Date, the Board decided to seek the approval from the Shareholders at the AGM to refresh the Scheme Mandate Limit which represents an increase of limit by 13,701,239 Consolidated Shares. The Directors consider that refreshment of the Scheme Mandate Limit is in the interest of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company has an aggregate of 1,357,248,628 Shares in issue. Assuming completion of the Share Consolidation will take place prior to the date of the AGM, the Company will have an aggregate of 678,624,314 Consolidated Shares in issue on the date of the AGM. Subject to the passing of the resolution for the approval of the refreshment of the Scheme Mandate Limit and on the basis that no further Shares are

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LETTER FROM THE BOARD

issued or repurchased prior to the AGM, the Directors will be authorised to issue options to subscribe for a total of 67,862,431 Consolidated Shares representing an increase of limit by 13,701,239 Consolidated Shares.

The aggregate number of Shares which may be issued upon the exercise of all outstanding share options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company has not exceeded 30% of the Shares in issue as at the Latest Practicable Date. Save for the Share Option Scheme, the Company had no other share option schemes as at the Latest Practicable Date.

The refreshment of the Scheme Mandate Limit is conditional upon:

• (i) the passing of an ordinary resolution at the AGM to approve the refreshment of the Scheme Mandate Limit by the Shareholders; and

• (ii) the Listing Division of the Stock Exchange granting the listing of, and permission to deal in, such number of Shares, representing 10% of the Shares in issue as at the date of the AGM which may fall to be allotted and issued pursuant to the exercise of the Options granted under the refreshed Scheme Mandate Limit.

As at the Latest Practicable Date, an application has been made to the Listing Division of the Stock Exchange for the approval mentioned in paragraph (ii) above.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprised seven executive directors, namely Dr. Chew Chee Wah, Mr. Tam Kwok Leung, Ms. Ju Lijun, Mr. Zhang Jinshu, Mr. Luk Chi Shing, Ms. Zhang He and Mr. Lee Yiu Tung, three non-executive directors, namely Dr. Pan Jin, Mr. Dai Yuanxin and Ms. Xiao Yongzhen and five independent non-executive directors, namely Mr. Chan Yee Sze, Ms. Hu Yun, Mr. Koh Kwing Chang, Mr. Lui Wai Ming and Mr. Lai Chi Leung.

In accordance with Article 86(3) of the Articles of Association, any Director appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Accordingly, Mr. Lai Chi Leung was appointed by the Board after the last annual general meeting, will hold office only until the AGM and he, being eligible, offers himself for re-election as a Director at the AGM.

In accordance with Article 87(1) of the Articles of Association, at each annual general meeting of the Company, 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 greater than one-third) shall retire from office by rotation; and in accordance with Article 87(2), any Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Accordingly, Ms. Ju Lijun, Mr. Dai Yuanxin, Ms. Xiao Yongzhen and Ms. Hu Yun will retire by rotation at the AGM and each of them, being eligible, offer himself/ herself for re-election as a Director at the AGM.

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LETTER FROM THE BOARD

Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the details required under Rule 17.50(2) of the GEM Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election and appointment is subject to shareholders’ approval at the relevant general meeting. A brief biographical details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Auberge Discovery Bay Hong Kong, 88 Siena Avenue, Discovery Bay, Lantau Island, Hong Kong on 24 September 2015 at 8:00 a.m. is set out on pages 17 to 22 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the granting of the New Issue Mandate (including the extended New Issue Mandate), the Repurchase Mandate, the refreshment of the Scheme Mandate Limit and the re-election of Directors.

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM in person, you should complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof, should you so wish.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner set out in Rule 17.47(5) of the GEM Listing Rules.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the ordinary resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

This circular, 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 circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the New Issue Mandate (including the extended New Issue Mandate), the Repurchase Mandate, the refreshment of the Scheme Mandate Limit and the re-election of Directors referred to in this circular are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the relevant resolutions proposed at the AGM.

GENERAL INFORMATION

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

Yours faithfully, On behalf of the Board of

Tai Shing International (Holdings) Limited Tam Kwok Leung Executive Director

– 10 –

EXPLANATORY STATEMENT

APPENDIX I

This Appendix I serves as an explanatory statement given to all Shareholders relating to an ordinary resolution to be proposed at the AGM authorizing the proposed Repurchase Mandate.

This explanatory statement contains all information pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules which is set out as follows:

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,357,248,628 Shares. Assuming completion of the Share Consolidation will take place prior to the date of the AGM, the Company will have an aggregate of 678,624,314 Consolidated Shares in issue on the date of AGM.

Subject to the passing of the resolution for the grant of the Repurchase Mandate and on the basis that no further Shares or Consolidated Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to purchase a maximum of 67,862,431 Consolidated Shares, representing 10% of the issued share capital of the Company as at the date of passing of the resolution, until 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 or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR PROPOSED REPURCHASE OF SHARES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Directors to repurchase Shares or Consolidated Shares (as the case may be) on GEM. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such purchases will benefit the Company and its Shareholders as a whole.

The Directors have no present intention to repurchase any Shares or Consolidated Shares (as the case may be) .

3. SOURCE OF FUNDS

In repurchasing Shares or Consolidated Shares (as the case may be), the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands such as internal resources of the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. EFFECT OF EXERCISING THE REPURCHASE MANDATE

Taking into account the current capital position of the Company, the Directors consider that, the exercise in full of the Repurchase Mandate to repurchase Shares or Consolidated Shares might have 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 the annual report of the Company for the year ended 31 March 2015). However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or on the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

5. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the GEM Listing Rules) has any present intention to sell any Shares or Consolidated Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders at the AGM.

6. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of Company to make purchases pursuant to the Repurchase Mandate in accordance with the Articles of Association, the GEM Listing Rules and the applicable laws of the Cayman Islands.

7. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If, as a result of a repurchase of Shares or Consolidated Shares, pursuant to the Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code.

As a result, a Shareholder, or a group of Shareholders acting in concert (within that term’s meaning under the Takeovers Code), depending on the level of increase in the shareholders’ 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, the Company has no substantial Shareholder. If the Repurchase Mandate is exercised in full, there is no Shareholder whose shareholding will be increased to such an extent as will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of any of the above Shareholders or any other persons to make a general offer under the Takeovers Code or the number of Shares or Consolidated Shares in the hands of public falling below the prescribed minimum percentage of 25%.

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EXPLANATORY STATEMENT

APPENDIX I

8. REPURCHASES OF SHARES BY THE COMPANY

During the previous six months preceding the Latest Practicable Date, the Company has not repurchased any of its Shares or Consolidated Shares (whether on the Stock Exchange or otherwise).

9. CORE CONNECTED PERSONS

No core connected persons (as defined in the GEM Listing Rules) has notified the Company that he has a present intention to sell Shares or Consolidated 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 authorized to make purchases of the Shares or Consolidated Shares.

10. SHARE PRICES

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

	Price per Share	Price per Share
Month	Highest	Lowest
	HK$	HK$
2014
September	Suspended	Suspended
October	Suspended	Suspended
November	Suspended	Suspended
December	Suspended	Suspended
2015
January	Suspended	Suspended
February	Suspended	Suspended
March	Suspended	Suspended
April	Suspended	Suspended
May	Suspended	Suspended
June	Suspended	Suspended
July	0.125	0.079
August (up to the Latest Practicable Date)	0.088	0.054

Source: http://www.hkex.com.hk

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The biographical details of the Directors proposed to be re-elected at the AGM are set out as follows:–

EXECUTIVE DIRECTOR

Ms. Ju Lijun (“Ms. Ju”) , aged 52, joined the Company as an executive director on 31 October 2011. Ms. Ju obtained the People’s Republic of China Certificate of Accounting Professional in 2002, she has been engaged and is experienced in the business of accounting.

There is no service contract between the Company and Ms. Ju, Ms. Ju is not appointed for a specified term and is subject to retirement and rotations at the annual general meeting of the Company. Ms. Ju is entitled to a HK$10,000 per month for her service which has been determined by the Board with reference to her background, experience, duties and responsibilities with the Company and prevailing market conditions. Ms. Ju has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does she hold any other position with the Company of any of its subsidiaries. Ms. Ju did not hold any other directorship in any public listed companies in the last three years.

As at the Latest Practicable Date, Ms. Ju has no interest in the securities of the Company within the meaning of Part XV of the SFO. There is no information to be disclosed by Ms. Ju pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

NON-EXECUTIVE DIRECTORS

Mr. Dai Yuanxin (“Mr. Dai”) , aged 56, joined the Company as a non-executive director on 25 July 2012. Mr. Dai graduated from the distant-learning college of the Party School of the Central Committee of the Communist Party of China（中共中央黨校函授學院） in 1998, majoring in economic management. Mr. Dai found Jiangsu Lisen Mucai Jiagong Co. Ltd（江蘇利森木材加工有限公司）and was elected as the chairman of the board and served this position since then. Mr. Dai is also the director of Bolken Industries Limited（寶恆實業 有限公司）.

Mr. Dai entered into a service contract with the Company and term of the service contract is for a period of one year and subject to retirement and rotations at the annual general meeting of the Company. Mr. Dai is entitled to a HK$5,000 per month for his service which has been determined by the Board with reference to his background, experience, duties and responsibilities with the Company and prevailing market conditions. Mr. Dai has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does he hold any other position with the Company of any of its subsidiaries. Mr. Dai did not hold any other directorship in any public listed companies in the last three years.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

As at the Latest Practicable Date, Mr. Dai has no interest in the securities of the Company within the meaning of Part XV of the SFO. There is no information to be disclosed by Mr. Dai pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

Ms. Xiao Yongzhen (“Ms. Xiao”) , aged 47, joined the Company as a non-executive Director on 26 October 2012. Ms. Xiao has over 17 years’ experience in air travel and ticketing services in the PRC. She is currently the vice general manager of an air travel services company in the PRC. Ms. Xiao did not hold any other directorship in any public listed companies in the last three years. There is an appointment letter between Ms. Xiao and the Company and her appointment is for a fixed term of two years and is subject to retirement and rotation at the annual general meeting of the Company. Ms. Xiao is entitled to HK$60,000 per annum which has been determined by the Board with reference to her duties and responsibilities with the Company. Ms. Xiao has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does she hold any other position with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Ms. Xiao has no interest in the securities of the Company within the meaning of Part XV of the SFO. There is no information to be disclosed by Ms. Xiao pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that needs to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Ms. Hu Yun (“Ms. Hu”) , aged 35, joined the Company as an independent non-executive director on 15 December 2011. Ms. Hu holds a degree of Bachelor of Business Studies from Massey University of New Zealand and has extensive management experience.

There is no service contract between the Company and Ms. Hu, Ms. Hu is appointed for a term of one year and is subject to retirement and rotations at the annual general meeting of the Company. Ms. Hu is entitled to a HK$10,000 per month for her service which has been determined by the Board with reference to her background, experience, duties and responsibilities with the Company and prevailing market conditions. Ms. Hu has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does she hold any other position with the Company of any of its subsidiaries. Ms. Hu did not hold any other directorship in any public listed companies in the last three years.

As at the Latest Practicable Date, Ms. Hu has no interest in the securities of the Company within the meaning of Part XV of the SFO. There is no information to be disclosed by Ms. Hu pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

Mr. Lai Chi Leung (“Mr. Lai”) , aged 48, joined the Company as an independent non-executive director in November 2014. Mr. Lai holds a Bachelor of Arts in Accounting with a first class honour in the City of London Polytechnic (currently known as London

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Metropolitan University) in the United Kingdom. Mr. Lai is a member of Hong Kong Institute of Certified Public Accountants and Association of Chartered Certified Accountants. Mr. Lai has extensive working experience in audit, taxation, internal control and business review and appraisal for over 20 years. Mr. Lai is currently a director of South China CPA Limited, a corporate CPA practice in Hong Kong.

Mr. Lai entered into a service contract with the Company and term of the service contract is for a period of three years and subject to retirement and rotations at the annual general meeting of the Company. Mr. Lai is entitled to a HK$10,000 per month for his service which has been determined by the Board with reference to his background, experience, duties and responsibilities with the Company and prevailing market conditions. Mr. Lai has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does he hold any other position with the Company of any of its subsidiaries. Mr. Lai did not hold any other directorship in any public listed companies in the last three years.

As at the Latest Practicable Date, Mr. Lai has no interest in the securities of the Company within the meaning of Part XV of the SFO. There is no information to be disclosed by Mr. Lai pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

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NOTICE OF AGM

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 IS HEREBY GIVEN that the annual general meeting of Tai Shing International (Holdings) Limited (the “ Company ”) will be held on 24 September 2015 at 8:00 a.m. at Auberge Discovery Bay Hong Kong, 88 Siena Avenue, Discovery Bay, Lantau Island, 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 2014.

2. to receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the Directors and the auditors of the Company for the year ended 31 March 2015.

3. to re-elect Ms. Ju Lijun as an executive director of the Company.

4. to re-elect Mr. Dai Yuanxin as a non-executive director of the Company.

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

6. to re-elect Ms. Hu Yun as an independent non-executive director of the Company.

7. to re-elect Mr. Lai Chi Leung as an independent non-executive director of the Company.

8. to authorize the board of Directors (the “ Board ”) to fix the Directors’ remunerations.

9. to re-appoint Elite Partners CPA Limited as the auditors of the Company and authorize the Board to fix their remuneration.

10. For identification purpose only

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NOTICE OF AGM

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

1. “ THAT :

2. (a) subject to paragraph (c) of this resolution below, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, the exercise by the Directors 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;

3. (b) the approval in paragraph (a) above of this resolution shall authorise the Directors 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;

4. (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 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 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 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

5. (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

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NOTICE OF AGM

• (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 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 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 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. “ THAT :

2. (a) subject to paragraph (b) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to repurchase its own shares on the Growth Enterprise Market (“ GEM ”) of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or any other stock exchange on which shares in the capital of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on GEM, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of shares of the Company which may be purchased by the Company on GEM or any other stock exchange recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under The Codes on Takeovers and Mergers and Share Buy-backs pursuant to the approval in paragraph (a) above 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 of this resolution and the authority granted to the Directors pursuant to paragraph (a) of this resolution shall be limited accordingly; and

4. (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;

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NOTICE OF AGM

  - (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 by this resolution.”

1. “ THAT conditional upon the passing of resolution no. 10 and resolution no. 11 above, the general mandate granted to the Directors pursuant to resolution no. 10 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 powers of the Company to purchase such shares, provided that such amount of shares 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.”

2. “ THAT subject to and conditional upon the Stock Exchange granting approval for the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the share option scheme adopted by the Company on 12 November 2014 (“ Share Option Scheme ”), representing 10% of the issued share capital of the Company as at the date on which this resolution is passed, pursuant to terms of the Share Option Scheme:

3. (a) approval be and is hereby granted for refreshing the 10% mandate under the Share Option Scheme (“ Refreshed Scheme Mandate ”) provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme of the Company under the Refreshed Scheme Mandate shall not exceed 10% of the total number of issued shares of the Company as at the date on which this resolution is passed (options previously granted under the Share Option Scheme including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and

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NOTICE OF AGM

• (b) the Director or a duly authorised committee thereof be and are hereby authorised, at their absolute discretion: (i) to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate in accordance with the rules of the Share Option Scheme, and (ii) to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate.”

By order of the Board of Tai Shing International (Holdings) Limited Tam Kwok Leung Executive Director

Hong Kong, 25 August 2015

Registered Office: Head office and principal place Cricket Square of business in Hong Kong: Hutchins Drive, P.O. Box 2681 M2B2, 7/F. Grand Cayman KY1-1111 Kaiser Estate, Phase 3 Cayman Islands No. 11 Hok Yuen Street Hunghom, Kowloon Hong Kong

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, Wan Chai, 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.

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NOTICE OF AGM

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 Mr. Zhang Jinshu Mr. Luk Chi Shing Ms. Zhang He Mr. Lee Yiu Tung

Non-executive Directors:

Dr. Pan Jin Mr. Dai Yuanxin Ms. Xiao Yongzhen

Independent non-executive Directors:

Mr. Chan Yee Sze Ms. Hu Yun Mr. Koh Kwing Chang Mr. Lui Wai Ming Mr. Lai Chi Leung

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 at http://www.equitynet.com.hk/8103/.

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