hmvod Limited — Proxy Solicitation & Information Statement 2010

Jun 29, 2010

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, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tai Shing International (Holdings) Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

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

A notice convening the Annual General Meeting to be held on Wednesday, 4 August 2010, at 10:00 a.m. at 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong is set out on pages 12 to 15 of this circular.

A form of proxy is also enclosed. Whether or not you intend to attend and vote at the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting, or any adjourned meeting thereof (as the case may be), should you so wish.

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.

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its publication.

30 June 2010

* For identification purpose only

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher 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 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.

– i –

CONTENTS

	Page
Definitions......................................................................................................................................	1
Letter from the Board
Introduction ..........................................................................................................................	3
General mandates .................................................................................................................	4
Explanatory statement..........................................................................................................	4
Re-election of Directors .......................................................................................................	4
Annual General Meeting ......................................................................................................	5
Recommendation ..................................................................................................................	5
General information .............................................................................................................	5
Appendix I — Explanatory statement................................................................................	6
Appendix II — Biographical details of Directors for re-election.....................................	10
Notice of Annual General Meeting.............................................................................................	12

– ii –

DEFINITIONS

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

• “2010 Annual Report”

the annual report of the Company for the financial year ended 31 March 2010

• “Annual General Meeting”

the annual general meeting of the Company to be held on 4 August 2010, at 10:00 a.m. at 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong, the notice of which is set out on pages 12 to 15 of this circular

• “Articles of Association”

the articles of association of the Company

• “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

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

• “Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

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

• “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot and issue Shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution

• “Latest Practicable Date” 28 June 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 1 –

DEFINITIONS

“Registrar” the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong “Repurchase Mandate” the general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shareholder(s)” holder(s) of Shares “Share(s)” ordinary share(s) of HK$0.005 each in the capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

– 2 –

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:

Mr. Luk Yat Hung (Chairman) Ms. Li Wenli Mr. Wong Chung Wai, Eric Mr. Chan Yun Sang Mr. Ng Chi Wing

Registered Office:

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

Independent Non-Executive Directors:

Professor Ip Ho Shing, Horace Mr. Yan Yonghong Mr. Peng Lijun Mr. Tang Sze Lok Mr. Lee Kwok Yung

Principal place of business in Hong Kong: 1504, 15/F The Center 99 Queen’s Road Central Hong Kong

30 June 2010

To the Shareholders

Dear Sir and Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the resolutions to be proposed at the Annual General Meeting to, among other things, (a) grant to the Directors the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (b) re-elect the retiring Directors.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATES

On 6 August 2009, general mandates were granted to the Directors to exercise the powers of the Company to issue new shares of the Company and to repurchase shares of the Company respectively. The mandate to issue new shares of the Company was refreshed at the extraordinary general mandate meeting of the Company held on 15 April 2010. The existing mandates to allot and issue shares and to repurchase shares will lapse at the conclusion of the Annual General Meeting. To facilitate future allotment and issue of shares by the Directors on behalf of the Company, it is proposed that at the Annual General Meeting, separate ordinary resolutions will be proposed to the Shareholders to consider and, if thought fit, to grant to the Directors (i) the Issue Mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of such resolution; (ii) the Repurchase Mandate to repurchase Shares not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of such resolution; and (iii) the Extension Mandate to extend the general mandate as set out in (i) above by the amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company pursuant to the general mandate as mentioned in (ii) above.

The relevant resolutions are set out as resolutions numbered 8 to 10 in the notice of Annual General Meeting. The Issue Mandate, Repurchase Mandate and Extension Mandate, if granted at the Annual General Meeting, will be valid up to (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or the laws of the Cayman Islands or any other applicable laws to be held; or (iii) the revocation, variation or renewal of these resolutions by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.

EXPLANATORY STATEMENT

The explanatory statement required by the GEM Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions relating to the proposed Repurchase Mandate at the Annual General Meeting.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprised five executive Directors, namely Mr. Luk Yat Hung, Ms. Li Wenli, Mr. Wong Chung Wai, Eric, Mr. Chan Yun Sang and Mr. Ng Chi Wing and five independent non-executive Directors namely Professor Ip Ho Shing, Horace, Mr. Yan Yonghong, Mr. Peng Lijun, Mr. Tang Sze Lok and Mr. Lee Kwok Yung. Mr. Luk Yat Hung is also the Chairman of the Board.

In accordance with article 86(3) of the Articles of Association, Mr. Wong Chung Wai, Eric, Mr. Chan Yun Sang, Mr. Ng Chi Wing and Mr. Lee Kwok Yung shall hold office only until the Annual General Meeting and each of them, being eligible, offers himself for re-election as Director at the Annual General Meeting.

– 4 –

LETTER FROM THE BOARD

At the Annual General Meeting, Mr. Luk Yat Hung and Mr. Peng Lijun will retire and they will not offer themselves for re-election.

The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out on pages 12 to 15 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, among other things:

• (i) the re-election of Directors; and

• (ii) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate.

A copy of 2010 Annual Report incorporating the audited financial statements of the Company for the year ended 31 March 2010 and the reports of the Directors and the auditors is despatched to the Shareholders together with this circular.

A form of proxy is enclosed with this circular. Whether or not you intend to attend and vote at the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Registrar as soon as practicable and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

RECOMMENDATION

The Directors are of the opinion that the proposals referred to in this circular are in the interests of the Company and the Shareholders as a whole. The Directors believe that an exercise of the Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company.

Accordingly, the Directors recommend you to vote for the resolutions in relation to the general mandates to issue and repurchase Shares to be proposed at the Annual General Meeting.

GENERAL INFORMATION

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

Yours faithfully, By Order of the Board Wong Chung Wai, Eric Executive Director

– 5 –

EXPLANATORY STATEMENT

APPENDIX I

This explanatory statement contains the information required pursuant to Rule 13.08 of the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution relating to the Repurchase Mandate.

1. REGULATIONS OF THE GEM LISTING RULES

(a) Shareholders’ approval

All repurchase of securities on GEM by a company with its primary listing on GEM must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval in relation to specific transaction.

(b) Source of funds

Repurchase must be financed out of funds which are legally available for such purpose and in accordance with the memorandum and articles of association of the listed company and the applicable laws to be held. A listed company may not repurchase its own securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

(c) Suspension of repurchase

Pursuant to the GEM Listing Rules, the Company shall not purchase its Shares on GEM at any time after a price sensitive development has occurred or has been the subject of a decision until such time as the price sensitive information is made publicly available. In particular, during the period of one month immediately preceding the earlier of:

• (i) the date of the board meeting (as such date is first notified to the Stock Exchange in accordance with Rule 17.48 of the GEM Listing Rules) for the approval of the Company’s results for any year, half-year or quarter-year period or any other interim period (whether or not required under the GEM Listing Rules); and

• (ii) the deadline for the Company to publish an announcement of its results for any year, half-year or quarter-year period under Rules 18.49, 18.78 or 18.79 of the GEM Listing Rules or any other interim period (whether or not required under the GEM Listing Rules),

and ending on the date of the results announcement, the Company may not purchase its Shares on GEM, unless the circumstances are exceptional.

(d) Connected persons

Under the GEM Listing Rules, a company shall not knowingly repurchase shares from a connected person (as defined under the GEM Listing Rules) and a connected person shall not knowingly sell his shares to the company.

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

2. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, there were 1,465,700,000 Shares in issue.

Assuming that no further Shares will be issued or repurchased before the date of the Annual General Meeting, exercise in full of the Repurchase Mandate could result in up to 146,570,000 Shares being repurchased by the Company during the period in which the Repurchase Mandate remains in force.

The Repurchase Mandate, if granted at the Annual General Meeting, will be valid up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

3. REASONS FOR REPURCHASES

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.

4. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements of the Group for the year ended 31 March 2010 contained in 2010 Annual Report) in the event that the proposed repurchases in the Repurchase Mandate were to be exercised in full at any time during the proposed purchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Group or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Group.

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

As at the Latest Practicable Date and to the best of the knowledge of the Directors who have made all reasonable enquiries, none of the Directors nor their respective associates (as defined in the GEM Listing Rules) has any present intention, in the event that the resolution relating to the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company or has undertaken not to do so.

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

6. EFFECT OF TAKEOVERS CODE

If, as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights in the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, so far as the Directors were aware, the Repurchase Mandate, if granted and exercised in full, would not give rise to any obligation on any existing Shareholder to make a mandatory general offer under the Takeovers Code.

The Directors have no present intention to exercise the Repurchase Mandate to such extent that may result in a public shareholding of less than 25%, the prescribed minimum percentage of the Shares in issue required by the Stock Exchange to be held by the public.

7. SHARE PRICES

The highest and lowest prices at which the Shares have traded on GEM during each of the previous 12 months preceding the Latest Practicable Date are as follows:

	Highest	Lowest
	traded price	traded price
	HK$	HK$
2009
June	0.065*	0.025*
July	0.047*	0.036*
August	0.039*	0.033*
September	0.033*	0.027*
October	0.109*	0.027*
November	0.089*	0.065*
December	0.095*	0.078*
2010
January	0.090*	0.074*
February	0.183*	0.071*
March	0.364*	0.179*
April	0.355*	0.285
May	0.345	0.240
June (up to the Latest Practicable Date)	0.315	0.255

* adjusted price

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

8. REPURCHASE IN THE PAST SIX MONTHS

During the previous six months preceding the Latest Practicable Date, the Company has not repurchased any of its Shares.

9. CONNECTED PERSON

No connected person (as defined in the GEM Listing Rules) has notified the Company that he has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders and the Company is authorised to make purchases of the Shares.

– 9 –

BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

The biographical details of the retiring Directors proposed to be re-elected at the Annual General Meeting are summarized in this appendix as required by the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolutions relating to the re-election:

Executive Directors

Mr. Wong Chung Wai Eric , aged 48, is experienced in fund management and corporate planning. Prior to joining the Company, he held various senior management positions in a number of companies which provide corporate planning and financial services. Presently, Mr. Wong is an independent nonexecutive director of Soluteck Holdings Limited (Stock Code: 8111), a company incorporated in the Cayman Islands whose securities are listed on GEM. Mr. Wong is also a director of Trend Brilliant Limited, a wholly-owned subsidiary of the Company incorporated in Hong Kong.

Mr. Chan Yun Sang , aged 48, has over 23 years of experience in the banking industry.

Mr. Ng Chi Wing , aged 48, has over 20 years of experience in banking industry specialized in documentation of letters of credit and import and export bills administration.

Independent Non-executive Directors

Mr. Lee Kwok Yung , aged 54, is a solicitor of the High Court of Hong Kong and has been a practicing solicitor for over 21 years. Mr. Lee holds a diploma from the College of Radiographers and an honours degree in law from the University of London, and a postgraduate certificate in laws from the University of Hong Kong. He is a partner of Messrs. Hau, Lau, Li & Yeung, Solicitors & Notaries. Mr. Lee has been serving as an independent nonexecutive director of G.A. Holdings Limited (Stock Code: 8126), a company incorporated in the Cayman Islands whose securities are listed on GEM since June 2002.

General

There is no service contract between the Company and each of Mr. Wong, Mr. Chan, Mr. Ng and Mr. Lee. Each of Mr. Wong and Mr. Chan is not appointed for any specified term and is subject to retirement by rotation and other related provisions as stipulated in the Articles of Association. Mr. Ng is appointed for a term of one year and is subject to retirement by rotation and other related provisions as stipulated in the Articles of Association. Mr. Lee is appointed for a term of one year and is also subject to retirement by rotation and other related provisions as stipulated in the Articles of Association.

The remuneration of each of Mr. Wong and Mr. Chan is HK$15,000 per month which is determined by the Board with reference to the prevailing market conditions, their respective roles and responsibilities.

The remuneration of each of Mr. Ng and Mr. Lee is HK$10,000 per month which is determined by the Board with reference to the prevailing market conditions, his role and responsibilities.

– 10 –

BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

Save as disclosed above, each of Mr. Wong, Mr. Chan, Mr. Ng and Mr. Lee has not held any other major appointment and qualifications, nor does any of them have any relationship with any Director, senior management, management shareholders or substantial or controlling shareholders of the Company.

Other than the directorship in the Company and save as disclosed above, each of Mr. Wong, Mr. Chan, Mr. Ng and Mr. Lee does not hold other positions with the Company or other members of the Company and has not held any directorship in other listed companies in the past three years.

As at the Latest Practicable Date, each of Mr. Wong, Mr. Chan, Mr. Ng and Mr. Lee did not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matters relating to the proposed re-election of each of Mr. Wong, Mr. Chan, Mr. Ng and Mr. Lee that need to be brought to the attention of the Shareholders.

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

**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 (“Company”) will be held on Wednesday, 4 August 2010, at 10:00 a.m. at 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong, Hong Kong for the following purposes:

1. To receive and consider the audited financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 March 2010.

2. To re-elect Mr. Wong Chung Wai, Eric as an executive director of the Company.

3. To re-elect Mr. Chan Yun Sang as an executive director of the Company.

4. To re-elect Mr. Ng Chi Wing as an executive director of the Company.

5. To re-elect Mr. Lee Kwok Yung as an independent non-executive director of the Company.

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

7. To re-appoint auditors and to authorise the board of directors to fix their remuneration.

By way of special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions which will be proposed as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue or deal with unissued shares in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

* For identification purpose only

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined in this resolution); or (ii) any share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) the exercise of rights of subscription or conversion under the terms of any warrants or convertible bonds issued by the Company or any securities which are convertible into shares of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution; and

• (d) for the purpose of this resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the laws of the Cayman Islands or any other applicable laws to be held; and

• (iii) the passing of an ordinary resolution by the members of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.

“Rights Issue” means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares in the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong).”

9. “ THAT :

• (a) the exercise by the directors of the Company during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to purchase its own shares, subject to paragraph (b) below, be and is hereby generally and unconditionally approved;

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of shares of the Company which may be purchased by the Company on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchases 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 of the Company pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purpose of this resolution:

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

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

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the laws of the Cayman Islands or any other applicable laws to be held; and

  • (iii) the passing of an ordinary resolution by the members of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”

• “ THAT the general mandate granted to the directors of the Company pursuant to resolution no. 8 above and for the time being in force to exercise the powers of the Company to allot, issue or deal with unissued shares of the Company and to make or grant offers, agreements and options which would or might require the exercise of such power, be and is hereby extended by the aggregate nominal amount of shares in the share capital of the Company repurchased by the Company since the granting of such general mandate pursuant to the exercise by the directors of the Company of the powers of the Company to purchase such shares, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”

By order of the Board Young Wai Ching Company Secretary

Hong Kong, 30 June 2010

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

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

Principal place of business in Hong Kong: 1504, 15/F The Center 99 Queen’s Road Central Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the meeting may appoint one or more than one proxy to attend and to vote on his behalf. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. To be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the office of the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Whether or not you propose to attend the meeting in person, you are strongly urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending the meeting and voting in person if you so wish. In the event that you attend the meeting after having lodged the form of proxy, it will be deemed to have been revoked.

5. In compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, all resolutions to be proposed at the meeting convened by this notice will be voted on by way of poll.

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

Executive Directors: Mr. Luk Yat Hung (Chairman) Ms. Li Wenli Mr. Wong Chung Wai, Eric Mr. Chan Yun Sang Mr. Ng Chi Wing

Independent non-executive Directors: Professor Ip Ho Shing, Horace Mr. Yan Yonghong Mr. Peng Lijun Mr. Tang Sze Lok Mr. Lee Kwok Yung

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