hmvod Limited — Proxy Solicitation & Information Statement 2006

Feb 15, 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 a licensed securities dealer, 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 and the accompanying form of proxy to the purchaser or the transferee, or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited 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)

DISCLOSEABLE TRANSACTION DISPOSAL OF THE ENTIRE EQUITY INTERESTS IN ABSOLUTE GREAT TECHNOLOGY LIMITED AND SYSTEK RESEARCH LIMITED

CHANGE OF AUDITORS

A notice convening an extraordinary general meeting of Tai Shing International (Holdings) Limited to be held on Friday, 3 March 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 page 14 of this circular. A form of proxy is also enclosed. Whether or not you are able to attend and vote at the extraordinary general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 46/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the meeting or any adjourned 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 at least 7 days from the date of its posting.

• For identification purpose only

15 February 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 trading on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities trading 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.

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The Disposal Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Reasons for the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proposed change of auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting on poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

— i —

DEFINITIONS

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

the agreement dated 24 January 2006 entered into between Productive Finance and the Purchaser in relation to the disposal of Absolute Great by Productive Finance to the Purchaser

“Absolute Disposal Agreement”	the agreement dated 24 January 2006 entered into between
	Productive Finance and the Purchaser in relation to the
	disposal of Absolute Great by Productive Finance to the
	Purchaser
“Absolute Great”	Absolute Great Technology Limited, an indirect wholly
	owned subsidiary of the Company which is incorporated in
	the British Virgin Islands
“Board”	board of Directors
“CCIF”	CCIF CPA Limited
“Company”	Tai Shing International (Holdings) Limited, a company
	incorporated in the Cayman Islands with limited liability, the
	Shares of which are listed on GEM
“Director(s)”	director(s) of the Company
“Disposal”	the proposed disposal of the entire equity interests in
	Absolute Great and Systek Research by Productive Finance to
	the Purchaser pursuant to the Absolute Disposal Agreement
	and Systek Disposal Agreement
“Disposal Agreements”	the Absolute Disposal Agreement and the Systek Disposal
	Agreement
“EGM”	the extraordinary general meeting of the Company to be
	convened to consider, among other things, the proposed
	change of auditors of the Company
“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
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	13 February 2006, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“PRC”	People’s Republic of China

— 1 —

DEFINITIONS

“Productive Finance”	Productive Finance Limited, a wholly owned subsidiary of the
	Company which is incorporated in the British Virgin Islands
“Purchaser”	Mr. Peter Jin
“Share(s)”	ordinary share(s) of HK$0.05 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Systek Disposal Agreement”	the agreement dated 24 January 2006 entered into between
	Productive Finance and the Purchaser in relation to the
	disposal of Systek Research by Productive Finance to the
	Purchaser
“Systek Research”	Systek Research Limited, an indirect wholly owned
	subsidiary of the Company which is incorporated in the
	British Virgin Islands

— 2 —

LETTER FROM THE BOARD

Tai Shing International (Holdings) Limited

*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

Executive Directors:

Mr. Luk Yat Hung (Chairman) Mr. Ho Cho Hang Ms. Li Wenli

Independent non-executive Directors:

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

Registered office:

Century Yard Cricket Square Hutchins Drive P.O. Box 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 15 February 2006

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION DISPOSAL OF THE ENTIRE EQUITY INTERESTS IN ABSOLUTE GREAT TECHNOLOGY LIMITED AND SYSTEK RESEARCH LIMITED

CHANGE OF AUDITORS

INTRODUCTION

On 25 January 2006, the Board announced that Productive Finance (a wholly owned subsidiary of the Company) and the Purchaser entered into the Absolute Disposal Agreement and Systek Disposal Agreement on 24 January 2006 pursuant to which Productive Finance agreed to dispose of and the Purchaser agreed to purchase Productive Finance’s entire equity interests in Absolute Great and Systek Research, for a total cash consideration of HK$160,000. The consideration was arrived at after arm’s length negotiation between Productive Finance and the Purchaser.

• For identification purpose only

— 3 —

LETTER FROM THE BOARD

On 9 February 2006, the Board announced that CCIF had resigned as auditors of the Company and its subsidiaries with effect from 9 February 2006, and the Board proposed to appoint RSM Nelson Wheeler as auditors of the Company to fill the casual vacancy arising from the resignation of CCIF upon the appointment being approved by the Shareholders at the EGM.

The purpose of this circular is to provide you with, among other things, further information of the i) Absolute Disposal Agreement and Systek Disposal Agreement; ii) the proposed change of auditors of the Company; and iii) the notice of the EGM.

THE DISPOSAL AGREEMENTS

Date of and parties to the Absolute Disposal Agreement and Systek Disposal Agreement

Date: 24 January 2006 Vendor: Productive Finance, which is a wholly owned subsidiary of the Company and an investment holding company incorporated in the British Virgin Islands with limited liability. As at 24 January 2006, Productive Finance owned the entire equity interests in Absolute Great and Systek Research.

Purchaser: Mr. Peter Jin, to the best of the Directors’ knowledge, is an independent third party who is independent of and not connected with any member of the Group, the Directors, the chief executives, the substantial shareholders or management shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined under the GEM Listing Rules), and is not a connected person of the Company. Mr. Jin operates a business in Shanghai, which is principally engaged in the trading of, inter alia, computer hardware, software and electronic goods.

Assets to be disposed

The assets to be disposed of are Productive Finance’s entire equity interests in Absolute Great and Systek Research. Upon completion of the Absolute Disposal Agreement and Systek Disposal Agreement, the Company will not hold any shares in Absolute Great and Systek Research and each of Absolute Great and Systek Research will cease to be a subsidiary of the Company.

Absolute Great was established in the British Virgin Islands with limited liability. Through its subsidiaries, Absolute Great is principally engaged in the provision of system development, technical support and training services for certain word processing software.

Systek Research was established in the British Virgin Islands with limited liability. Through its sole subsidiary, Systek Research is principally engaged in the provision of system development and technical support services. Its major product is the online security trading system.

— 4 —

LETTER FROM THE BOARD

The following table shows the unaudited consolidated financial information of Absolute Great and Systek Research for the two years ended 31 March 2005 and the nine months ended 31 December 2005:

			Absolute Great		Systek Research	Systek Research
		For the nine
		months ended	For the	For the	For the nine	For the	For the
		31 December	year ended	year ended	months ended 31	year ended	year ended
		2005	31 March 2005	31 March 2004	December 2005	31 March 2005	31 March 2004
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
		HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000
Turnover		435	1,629	2,717	3,255	4,263	5,838
(Loss)/Profit	before taxation	17	(28)	(1,239)	24	(217)	1,670
(Loss)/Profit	after taxation	17	(28)	(1,352)	(159)	(217)	1,455

Note: As it is not required for Absolute Great and Systek Research to prepare any audited consolidated financial statements, no audited financial information is available.

In addition, Absolute Great and Systek Research had an unaudited consolidated net assets value of approximately HK$0.13 million and approximately HK$0.02 million respectively as at 31 December 2005.

Financial information of the Group

The following table shows the audited consolidated financial information of the Group for the two years ended 31 March 2005 and the unaudited consolidated financial information of the Group for the six months ended 30 September 2005:

			For the year	For the year
		For the six	ended	ended
		months ended 30	31 March	31 March
		September 2005	2005	2004
		(Unaudited)	(Audited)	(Audited)
		HK$’000	HK$’000	HK$’000
Turnover		30,218	30,538	18,150
Profit/(Loss)	before taxation and minority
interests		2,868	153	(6,605)
Profit/(Loss)	after taxation and minority
interests		1,843	(1,999)	(6,932)

— 5 —

LETTER FROM THE BOARD

				As at	As at	As at
			**30 **	September	31 March	31 March
				2005	2005	2004
				(Unaudited)	(Audited)	(Audited)
				HK$’000	HK$’000	HK$’000
Net	assets	value		12,193	10,090	1,010

Consideration

The total consideration for the disposal of Absolute Great and Systek Research is HK$160,000, which has been satisfied by the Purchaser by cash at the completion of the Absolute Disposal Agreement and the Systek Disposal Agreement on 26 January 2006. The consideration was arrived at after arm’s length negotiation between Productive Finance and the Purchaser and on normal commercial terms with reference to the unaudited consolidated net assets value of Absolute Great and Systek Research and the unsatisfactory financial performance of these companies as stated in the paragraph headed “Assets to be disposed” above. The total consideration for the Disposal represents a premium of approximately 4% over the total unaudited consolidated net assets value of Absolute Great and Systek Research as at 31 December 2005.

Based on the aforesaid, the Directors consider the consideration for the Disposal is fair and reasonable and in the interests of the Shareholders as a whole.

Completion

Each of Absolute Disposal Agreement and Systek Disposal Agreement is not subject to any conditions. The entire consideration of the Disposal has been paid by the Purchaser in cash at completion of the Absolute Disposal Agreement and the Systek Disposal Agreement on 26 January 2006. There is not any restrictions to the Purchaser for his subsequent sales of the interests in Absolute Great and Systek Research.

REASONS FOR THE DISPOSAL

The Company is an investment holding company and the subsidiaries of which are principally engaged in the provision of systems development, software and hardware products, professional services and training.

With a view to concentrating its resource in the development of the business of (Beijing Tongfang Electronic Science & Technology Company Limited) (“Beijing Tongfang”), which is principally engaged in research, development and provision of integrated management information systems for power plants and for banks in the PRC, and taking into account that the financial performance of each of Absolute Great and Systek Research is not satisfactory in terms of Shareholders’ interests and value as a whole, the Directors consider the Disposal represents an opportunity for the Company to streamline its operation and improve the financial performance of the Group. As Absolute Great and Systek Research have recorded an

— 6 —

LETTER FROM THE BOARD

unaudited total loss of approximately HK$0.14 million in aggregate for the nine months ended 31 December 2005, the financial results of the Group is expected to be improved after the Disposal. Besides, as Absolute Great and Systek Research were disposed of with a gain of approximately HK$7,000 based on their unaudited consolidated net assets value as at 31 December 2005, the net assets value of the Group is expected to be slightly improved after the Disposal.

As at the Latest Practicable Date, the principal operating subsidiary of the Group was Beijing Tongfang. The accounts of Beijing Tongfang have been consolidated into the results of the Group since December 2004. Subsequently, in September 2005 and January 2006, the Group further acquired 25% and 35% equity interests in Beijing Tongfang respectively and Beijing Tongfang became an indirect wholly owned subsidiary of the Company. Please refer to the circular of the Company dated 26 August 2005 for the details of the above two acquisitions. According to the 2005 interim report of the Company, the Group recorded a turnover of approximately HK$30 million and profit attributable to Shareholders of approximately HK$1.8 million for the six months ended 30 September 2005. Therefore, given the aggregated net loss of Absolute Great and Systek Research and the turnover from Absolute Great (approximately HK$0.36 million) and Systek Research (approximately HK$1.9 million) only represented approximately 7.2% of the Group’s turnover for the six months ended 30 September 2005, the Directors consider that contributions from Absolute Great and Systek Research to the Group were insignificant. Based on the above, the Directors believe that the Group has a sufficient level of operations in view of the business operation of Beijing Tongfang.

The total consideration for the Disposal is HK$160,000. After deducting related expenses of approximately HK$30,000, approximately HK$130,000 will be available for the Group. It is intended that all of the net proceeds will be used as the general working capital for the Group. An estimated gain of approximately HK$7,000 is expected from the Disposal, which is the difference between the consideration of HK$160,000 and the total unaudited consolidated net assets value of Absolute Great and Systek Research of approximately HK$153,000 as at 31 December 2005.

Based on the aforesaid, the Board (including the independent non-executive Directors) considers that the terms of the Disposal are fair and reasonable and in the interests of the Shareholders as a whole.

PROPOSED CHANGE OF AUDITORS

On 9 February 2006, the Company received a notice of resignation from CCIF in respect of their resignation as auditors of the Company and its subsidiaries with effect from 9 February 2006 as the Company and CCIF could not reach an agreement on the audit fees for the financial year ending 31 March 2006. In the notice of resignation, CCIF have confirmed that there are no circumstances connected with their resignation which they consider should be brought to the attention of the members or creditors of the Company or its subsidiaries. The Board also confirms that there is no disagreement between the Company and CCIF and there are no circumstances in respect of the proposed change of auditors which it considers should be brought to the attention of the Shareholders.

The Board proposed to appoint RSM Nelson Wheeler as auditors of the Company to fill the casual vacancy arising from the resignation of CCIF upon the appointment being approved by the Shareholders at the EGM and to hold office until the conclusion of the next annual general meeting

— 7 —

LETTER FROM THE BOARD

of the Company. CCIF has not commenced the audit of the annual results of the Company for the financial year ending 31 March 2006 and has not performed any work thereon. Therefore, it is expected that the proposed change of auditors of the Company will not affect the audit and the release of the annual results.

EGM

Set out on page 14 is a notice convening the EGM to be held at Yat Tung Heen Chinese Restaurant, 2/F, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong at 3:00 p.m. on Friday, 3 March 2006 at which ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the proposed change of auditors of the Company.

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

VOTING ON POLL

Pursuant to the existing articles of association of the Company, 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:

• (a) by the chairman of such meeting; or

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

• (c) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised 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

• (d) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised 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.

— 8 —

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider the nomination and appointment of RSM Nelson Wheeler as auditors of the Company is in the interests of the Company and recommend you to vote in favour of the resolution to be proposed at the EGM.

ADDITIONAL INFORMATION

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

Yours faithfully,

For and on behalf of the Board

Tai Shing International (Holdings) Limited Luk Yat Hung

Chairman

— 9 —

GENERAL INFORMATION

APPENDIX I

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 Group. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this circular is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this circular misleading; and (3) 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.

DISCLOSURE OF INTERESTS

(a) Directors’ and chief executives’ interests or short positions in the shares, underlying shares and debentures of the Company and its associated corporations

Save as disclosed below, as at the Latest Practicable Date, none of the Directors or chief executives of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO), which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO; or (b) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by Directors to be notified to the Company and the Stock Exchange.

Interest in the Shares

			Approximate
			percentage
		Number of	of the issued
Name of Director	Capacity	Shares held	share capital
Mr. Luk Yat Hung	Held by controlled corporation	21,542,476	23.67%
		(Note)
Mr. Ho Cho Hang	Beneficial owner	1,100,000	1.21%

Note: Mr. Luk Yat Hung will be taken to be interested in 21,542,476 Shares as a result of him being beneficially interested in 50% of the issued share capital of Wide Source Group Ltd. which in turn holds 21,542,476 Shares.

— 10 —

GENERAL INFORMATION

APPENDIX I

(b) Interests and short positions of Shareholders discloseable under the SFO

Save as disclosed below, as at the Latest Practicable Date, so far as is known to the Directors and chief executives of the Company, no person, other than a Director or chief executive of the Company, had a long or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO:

(a) Interest in the Shares

			Approximate
			percentage
		Number of	of the issued
Name of Shareholders	Capacity	Shares held	share capital
Wide Source Group Ltd.	Beneficial owner	21,542,476	23.67%
		(Note 1)
Mr. Ma Bing	Interest of a controlled	21,542,476	23.67%
	corporation	(Note 2)
Tsinghua Tongfang Co. Limited	Beneficial owner	15,890,000	17.50%
		(Note 3)

Notes:

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

2. Mr. Ma Bing will be taken to be interested in 21,542,476 shares in the Company as a result of him being beneficially interested in 50% of the issued share capital of Wide Source Group Ltd. which in turn holds 21,542,476 shares in the Company.

3. Tsinghua Tongfang Co. Limited is a domestic company incorporated under the laws of the PRC and the shares of which are listed on the Shanghai Stock Exchange.

(b) Substantial shareholding in other members of the Group

As at the Latest Practicable Date, so far as is known to the Directors and chief executives of the Company, no person, other than a Director or chief executive of the Company, was directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group, or any options in respect of such capital.

— 11 —

GENERAL INFORMATION

APPENDIX I

SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group (other than contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or the management shareholders of the Company and their respective Associates had an interest in a business which competes or may compete with the business of the Group or has any other conflict of interest which any such person has or may have with the Group pursuant to Rule 11.04 of the GEM Listing Rules.

LITIGATION

As at the Latest Practicable Date, there was no litigation or arbitration or claim of material importance pending or threatened against any member of the Group.

MISCELLANEOUS

• (a) The registered office of the Company is at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies. The principal place of business of the Company in Hong Kong is at 24/F, Prosperous Commercial Building, 54-58 Jardine’s Bazaar, Causeway Bay, Hong Kong. The principal registrar and transfer agent of the Company is Butterfield Fund Services (Cayman) Limited at Butterfield House, Fort Street, P.O. Box 705, George Town, Grand Cayman, Cayman Islands, British West Indies. The branch registrar and transfer agent of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited at 46/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (b) The qualified accountant and compliance officer of the Company is Mr. Luk Yat Hung. Mr. Luk is a member of Chartered Association of Certified Accountants of the United Kingdom and a fellow member of Hong Kong Institute of Certified Public Accountants with a master degree in business administration with Oklahoma City University, the United States of America. Mr. Luk has over 20 years of working experience with a number of international conglomerates performing functions of chief financial officer.

• (c) The company secretary of the Company is Mr. Young Wai Ching. Mr. Young is a practising member of Hong Kong Institute of Certified Public Accountants and a member of Chartered Association of Certified Accountants of the United Kingdom. He has over 14 years working experience in an accounting firm in Hong Kong performing auditing and management functions.

— 12 —

GENERAL INFORMATION

APPENDIX I

• (d) The Company has established an audit committee comprising four independent nonexecutive Directors, Mr. Chung Shui Ming, Timpson, Professor Ip Ho Sing, Horace, Mr. Yan Younghong and Mr. Peng Lijun. The primary duties of the audit committee are to review and supervise the financial reporting process and internal control procedures of the Group and to provide advice and comments to the Board. Set out below is the biographical details of the four independent non-executive Directors:

Mr. Chung Shui Ming, Timpson, GBS, JP, aged 54, joined the Group in 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 10th Chinese People’s Political Consultative Conference, a Council Member and the Deputy Chairman of the City University of Hong Kong and a member of Hong Kong Housing Authority and Chairman of its Finance Sub-Committee. Currently, Mr. Chung is an executive director and chief executive officer of Shimao International Holdings Limited, a company listed on the Stock Exchange and an independent non-executive director of three 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.

Professor Ip Ho Shing, Horace, aged 49, joined the Group in July 2003. Professor Ip graduated from the University of London with a Bachelor of Science degree in Applied Physics and a Doctorate degree in Image Processing. He is the Chair Professor of the Department of Computer Science and a director of the Centre for Innovative Applications of Internet and Multimedia Technologies — AIMtech Centre of the City University of Hong Kong.

Mr. Yan Yonghong, aged 38, joined the Group in 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. Peng Lijun, aged 39, joined the Group in December 2004. Mr. Peng graduated from Jianghan Petroleum University major in architectural civil engineering. Mr. Peng has extensive experience in the industries of petroleum and civil engineering. Currently, he is appointed by Xinjiang YouBang Engineering Construction Co. Ltd. and Kelamayi YouBang Real Estate Developing Co. Ltd. as the president.

• (e) The English texts of this circular and the accompanying form of proxy shall prevail over their respective Chinese texts.

— 13 —

NOTICE OF EGM

Tai Shing International (Holdings) Limited

*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Tai Shing International (Holdings) Limited (the “Company”) will be held on Friday, 3 March 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 purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as ordinary resolution of the Company:-

“ THAT RSM Nelson Wheeler be and is hereby appointed as auditors of the Company to fill the casual vacancy arising from the resignation of CCIF CPA Limited and to hold office until the conclusion of the next annual general meeting and that the board of directors of the Company be authorized to fix their remuneration.”

By order of the Board Tai Shing International (Holdings) Limited Luk Yat Hung Chairman

Hong Kong, 15 February 2006

Principal place of business in Hong Kong:

24/F

Prosperous Commercial Building

54-58 Jardine’s Bazaar Causeway Bay Hong Kong

As at the date of this notice, the board of directors of the Company comprises three executive directors, namely Mr. Luk Yat Hung, Mr. Ho Cho Hang and Ms. Li Wenli and four independent non-executive directors, namely Mr. Chung Shui Ming, Timpson, Professor Ip Ho Shing, Horace, Mr. Yan Yonghong and Mr. Peng Lijun.

• For identification purpose only

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NOTICE OF EGM

Notes:

1. Any member of the Company entitled to attend and vote at the meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the general meeting of the Company. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation shall be entitled to exercise the same powers on behalf of the member of the Company which he or they represent as such member of the Company could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

3. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 46/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.

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

5. Where there are joint holders of any share, any one of such joint holders may vote, either in person 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 the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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