hmvod Limited — Proxy Solicitation & Information Statement 2008

Apr 2, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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, together with the enclosed proxy form, to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale 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 *** 泰盛國際（控股）有限公司 (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

CHANGE OF AUDITORS

A notice convening an extraordinary general meeting of Tai Shing International (Holdings) Limited to be held at 10:30 a.m. on Friday, 18 April 2008 at Suite 1606, Chater House, 8, Connaught Road, Central, Hong Kong is set out on page 5 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.

3 April 2008

* For identification purpose only

CHARACTERISTICS OF GEM

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

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

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

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CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

“Board”	the board of Directors
“Company”	Tai Shing International (Holdings) Limited, a company
	incorporated in the Cayman Islands with limited liability, the
	Shares of which are listed on GEM
“Directors”	the directors of the Company
“EGM”	the extraordinary general meeting of the Company to be
	convened to consider 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
“HK$”	Hong Kong dollars, the lawful currency of the Hong Kong
	Special Administrative Region of the People’s Republic of China
“RSM”	RSM Nelson Wheeler
“Share(s)”	ordinary Share(s) of HK$0.05 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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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: Registered office: Mr. Ho Cho Hang Cricket Square Ms. Li Wenli Hutchins Drive P.O. Box 2681 Non-executive Directors: Grand Cayman KY1-1111 Mr. Luk Yat Hung (Chairman) Cayman Islands

Independent non-executive Directors: Principal place of business in Hong Kong: Mr. Chung Shui Ming, Timpson 24th Floor Professor Ip Ho Shing, Horace Prosperous Commercial Building Mr. Yan Yonghong 54-58 Jardine’s Bazaar Mr. Peng Lijun Causeway Bay Hong Kong 3 April 2008

To the Shareholders

Dear Sir and Madam,

CHANGE OF AUDITORS

INTRODUCTION

On 19 March 2008, the Board announced that RSM had resigned as auditors of the Company and its subsidiaries with effect from 19 March 2008, and the Board proposes to appoint SHINEWING (HK) CPA Limited as auditors of the Company to fill the casual vacancy arising from the resignation of RSM upon the appointment being approved by the Shareholders at the EGM.

The purpose of this circular is to provide you with the relevant information regarding the proposed change of auditors of the Company, and to give you notice of the EGM.

* For identification purpose only

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LETTER FROM THE BOARD

PROPOSED CHANGE OF AUDITORS

On 19 March 2008, the Board announced that RSM resigned as auditors of the Company on 19 March 2008 since the Company and RSM could not reach an agreement on the audit fees for the financial year ending 31 March 2008. RSM has confirmed in its letter of resignation dated 19 March 2008 that there were no special circumstances connected with their resignation which they consider should be brought to the attention of the members or creditors of the Company.

The Board also confirms that there is no disagreement between the Company and RSM and there are no special circumstances connected with the change of auditors which it considers should be brought to the attention of the members or creditors of the Company.

SHINEWING (HK) CPA Limited will be appointed as the Company’s auditors to fill the casual vacancy arising from the resignation of RSM upon the approval by shareholders of the Company at the EGM of the Company to be convened and to hold office until the conclusion of the next annual general meeting of the Company.

The Board confirms that RSM has not commenced any audit work on the accounts of the Company and its subsidiaries for the year ending 31 March 2008. It is expected that the change of auditors of the Company will not affect the release of the annual results of the Company for the year ending 31 March 2008.

EGM

Set out on page 5 is a notice convening the EGM to be held at Suite 1606, Chater House, 8, Connaught Road, Central, Hong Kong at 10:30 a.m. on Friday, 18 April 2008 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 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 less 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.

PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS

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 the meeting; or

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LETTER FROM THE BOARD

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

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

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

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: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

RECOMMENDATION

The Directors consider the nomination and appointment of SHINEWING (HK) CPA Limited as auditors of the Company is in the interests of the Company and recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM.

Yours faithfully For and on behalf of the Board Luk Yat Hung Chairman

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NOTICE OF EGM

**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 an extraordinary general meeting of Tai Shing International (Holdings) Limited (the “Company”) will be held on Friday, 18 April 2008 at 10:30 a.m. at Suite 1606, Chater House, 8, Connaught Road, Central for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as ordinary resolution of the Company:—

“ THAT SHINEWING (HK) CPA LIMITED be and is hereby appointed as auditors of the Company to fill the casual vacancy arising from the resignation of RSM Nelson Wheeler 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, 3 April 2008

Principal place of business in Hong Kong:

24th Floor 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 two executive directors, namely Mr. Ho Cho Hang and Ms. Li Wenli, one non-executive director, namely Mr. Luk Yat Hung and four independent non-executive directors, namely Mr. Chung Shui Ming, Timpson, Professor Ip Ho Shing, Horace, Mr. Yan Yonghong and Mr. Peng Lijun.

* 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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