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 stockbroker or other registered dealer 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 (“ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser, the transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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)

CONNECTED TRANSACTIONS: ISSUE OF NEW SHARES TO CONNECTED PERSONS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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

A notice convening the EGM to be held on Friday, 25 June 2010 at 9:30 a.m. at Joint Professional Centre, Unit 1, Ground Floor, The Center, 99 Queen’s Road Central, Hong Kong is set out on pages 32 to 34 of this circular.

A form of proxy is also enclosed. Whether or not you intend to attend and vote at the EGM, 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 EGM 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 EGM, or any adjourned meeting thereof (as the case may be), should you so wish.

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.

9 June 2010

* For identification purpose only

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 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 –

	Page
Definitions......................................................................................................................................	1
Letter from the Board..................................................................................................................	5
Letter from Independent Board Committee.............................................................................	14
Letter from KGI Capital.............................................................................................................	15
Appendix — General information..............................................................................................	27
Notice of EGM...............................................................................................................................	32

– ii –

DEFINITIONS

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

“Articles” the articles of association of the Company as amended from time to time
“Board” the board of Directors “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
“connected person” has the meaning set out in the GEM Listing Rules “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held on 25 June 2010 for the purposes of considering, and if thought fit, approving the Subscription Agreements and the Specific Mandate
“First Top-up Placing” the placing of 16,380,000 shares of HK$0.05 each, the completion of which took place on 1 March 2010
“First Top-up Subscription” the subscription of 16,380,000 shares of HK$0.05 each pursuant to the top-up subscription agreement dated 23 February 2010 and entered into by the Company and Wide Source, details of which are set out in the Company’s announcement dated 23 February 2010
“Galaxy Fund I” Galaxy China Special Situations Fund SPC, for and on behalf of its Segregated Portfolio, Galaxy China Special Situations Segregated Portfolio 1, the subscriber named in the Subscription Agreement I
“Galaxy Fund II” Galaxy China Deep Value Fund, the subscriber named in the Subscription Agreement II
“GEM” the Growth Enterprise Market operated by the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “GM Placing” the placing of 30,000,000 new Shares by Placing Agent, details of which are set out in the GM Placing Announcement and the Subscription Announcement

– 1 –

DEFINITIONS

“GM Placing Agreement” the placing agreement between the Company and the Placing Agent dated 28 April 2010 (as varied and supplemented by a supplemental agreement dated 5 May 2010) in relation to the GM Placing
“GM Placing Announcement” the announcement of the Company dated 28 April 2010 in relation to the GM Placing
“Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Third Party” independent third party who is independent of and not connected with the Company and the connected persons (as defined in the GEM Listing Rules) of the Company
“Independent Board Committee” the independent board committee of the Board comprising all independent non-executive Directors, established for the purpose of advising the Independent Shareholders in relation to the Subscription Agreements
“Independent Shareholders” Shareholders other than the Subscribers and their respective associates
“KGI Capital” KGI Capital Asia Limited, a licensed corporation to carry out business in type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Subscription Agreements
“Latest Practicable Date” 7 June 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Placing Agent”

VC Brokerage Limited, a company incorporated in Hong Kong

“PRC” the Peoples’ Republic of China, which for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan
“Proposed Acquisition” the possible acquisition of the entire issued share capital of Fullmark Management Limited by the Company, details of which are set out in the announcement of the Company dated 11 February 2010

– 2 –

DEFINITIONS

“Second Top-up Subscription”	the subscription of 5,000,000 shares of HK$0.05 each pursuant
	to the top-up subscription agreement dated 1 March 2010 and
	entered into by the Company and Wide Source, details of which
	are set out in the Company’s announcement dated 1 March 2010
“Service Option”	the option conditionally granted by the Company to Mr. Wong
	Chi Keung attached with it the right to subscribe for up to
	60,000,000 Shares, details of which are set out in the
	announcements of the Company dated 24 February 2010 and
	23 April 2010 respectively
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Share(s)”	the ordinary share(s) of HK$0.005 each in the share capital of
	the Company
“Shareholder(s)”	the holder(s) of the Share(s)
“Specific Mandate”	the mandate to allot and issue the Subscription Shares to be
	obtained by the Directors at the EGM
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscribers”	collectively Galaxy Fund I and Galaxy Fund II
“Subscriptions”	collectively the Subscription I and the Subscription II
“Subscription I”	the subscription of 40,000,000 Subscription Shares by Galaxy
	Fund I pursuant to the Subscription Agreement I
“Subscription II”	the subscription of 60,000,000 Subscription Shares by Galaxy
	Fund II pursuant to the Subscription Agreement II
“Subscription Agreements”	collectively the Subscription Agreement I and the Subscription
	Agreement II
“Subscription Agreement I”	the subscription agreement dated 5 May 2010 and entered into
	between the Company, Galaxy Fund I and the Placing Agent in
	relation to the Subscription I
“Subscription Agreement II”	the subscription agreement dated 5 May 2010 and entered into
	between the Company, Galaxy Fund II and the Placing Agent
	in relation to the Subscription II

– 3 –

DEFINITIONS

“Subscription Announcement” the announcement of the Company dated 5 May 2010 in relation to, among other matters, the Subscriptions “Subscription Price” the subscription price of HK$0.265 per Subscription Share “Subscription Share(s)” new Share(s) to be allotted and issued to the Subscribers upon completion of the Subscriptions “Third Top-up Subscription” the subscription of 130,000,000 Shares pursuant to the top-up subscription agreement dated 23 April 2010 and entered into by the Company and Wide Source, details of which are set out in the Company’s announcement dated 23 April 2010 “Wide Source” Wide Source Group Ltd., a company wholly owned by Mr. Luk Yat Hung, an executive Director “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

– 4 –

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

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

9 June 2010

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS: ISSUE OF NEW SHARES TO CONNECTED PERSONS

INTRODUCTION

Reference is made to the Subscription Announcement. On 5 May 2010 (after the trading hours), the Company entered into:

the Subscription Agreement I with Galaxy Fund I and the Placing Agent pursuant to which Galaxy Fund I conditionally agreed to subscribe for 40,000,000 Subscription Shares at the Subscription Price of HK$0.265 per Subscription Share; and
the Subscription Agreement II with Galaxy Fund II and the Placing Agent pursuant to which Galaxy Fund II conditionally agreed to subscribe for 60,000,000 Subscription Shares at the Subscription Price of HK$0.265 per Subscription Share.

* For identification purpose only

– 5 –

LETTER FROM THE BOARD

As announced by the Company in its announcement dated 4 March 2010, completion of the First Top-up Placing took place on 1 March 2010 and 7,000,000 shares of HK$0.05 each and 7,380,000 shares of HK$0.05 each of the Company were placed to Galaxy Fund I and Galaxy Fund II at a price of HK$1.01 per share respectively. Subsequent to the First Top-up Placing, the Company has proceeded a 1 to 10 share subdivision which took effect on 16 April 2010.

As at the date of the Subscription Agreements, Galaxy Fund I and Galaxy Fund II (which are managed by the same fund manager, Galaxy Asset Management (H.K.) Ltd), in aggregate, held 144,800,000 Shares, representing approximately 11.09% of the then issued share capital of the Company. Therefore, each of Galaxy Fund I and Galaxy Fund II is a connected person of the Company.

The issue of the Subscription Shares to the Subscribers are connected transactions for the Company and are subject to Independent Shareholders’ approval requirement under Chapter 20 of the GEM Listing Rules.

The purpose of this circular is to provide you with information regarding the Subscriptions and to give you the notice of the EGM.

The Subscriptions may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

THE SUBSCRPTION AGREEMENT I

On 5 May 2010, the Company announced that after the trading hours on 5 May 2010, the Company, Galaxy Fund I and the Placing Agent had entered into the Subscription Agreement I, the principal terms of which are set out below.

Date:

5 May 2010 (after trading hours)

Parties

(1) The Company as issuer;
(2) Galaxy Fund I; and
(3) the Placing Agent.

The Placing Agent and its ultimate beneficial owners are independent of and not connected with the Company and its connected persons (as defined in the GEM Listing Rules).

Number of the Subscription Shares

Subject to the fulfilment of the condition precedent set out below, Galaxy Fund I will subscribe for an aggregate of 40,000,000 Subscription Shares (of nominal value of HK$200,000), representing approximately (i) 2.73% of the existing issued share capital of the Company as at the Latest Practicable Date, and (ii) 2.66% of the issued share capital of the Company as enlarged by the issue of such Subscription Shares.

– 6 –

LETTER FROM THE BOARD

Condition precedents

Completion of the Subscription I is conditional upon the following conditions being fulfilled:

(a) the passing of the necessary resolution(s) by Independent Shareholders in EGM by way of a poll to approve the Subscription Agreement I and the allotment and issue of the Subscription Shares in accordance with the terms of the Subscription Agreement I; and
(b) the Stock Exchange agreeing to grant the listing of, and permission to deal in, the Subscription Shares to be allotted and issued in accordance with the terms of the Subscription Agreement I.

None of the above conditions can be waived by the Company or Galaxy Fund I. In the event of the above conditions not having been fulfilled by 30 June 2010 (or such later date as may be agreed by Galaxy Fund I and the Company in writing), the Subscription Agreement I shall automatically terminate and all rights, obligations and liabilities of the parties hereunder in relation to the Subscription I shall cease and determine and none of the parties shall have any claim against the other in respect of the Subscription I save for any antecedent breaches of the Subscription Agreement I.

Completion date

Completion of the Subscription I will take place within three business days from the day on which the conditions referred to above are fulfilled (or such later date as the Company and Galaxy Fund I may agree in writing).

THE SUBSCRIPTION AGREEMENT II

On 5 May 2010, the Company announced that after the trading hours on 5 May 2010, the Company, Galaxy Fund II and the Placing Agent had entered into the Subscription Agreement II, the principal terms of which are set out below.

Date:

5 May 2010 (after trading hours)

Parties:

(i) the Company as issuer; and
(ii) Galaxy Fund II; and
(iii) the Placing Agent.

The Placing Agent and its ultimate beneficial owners are independent of and not connected with the Company and its connected persons (as defined in the GEM Listing Rules).

Number of the Subscription Shares

Subject to the fulfilment of the condition precedent set out below, Galaxy Fund II will subscribe for an aggregate of 60,000,000 Subscription Shares (of nominal value of HK$300,000), representing approximately (i) 4.09% of the existing issued share capital of the Company as at the Latest Practicable Date, and (ii) 3.93% of the issued share capital of the Company as enlarged by the issue of such Subscription Shares.

– 7 –

LETTER FROM THE BOARD

Condition precedents

Completion of the Subscription II is conditional upon the following conditions being fulfilled:

(a) the passing of the necessary resolution(s) by Independent Shareholders in EGM by way of a poll to approve the Subscription Agreement II and the allotment and issue of the Subscription Shares in accordance with the terms of the Subscription Agreement II; and
(b) the Stock Exchange agreeing to grant the listing of, and permission to deal in, the Subscription Shares to be allotted and issued in accordance with the terms of the Subscription Agreement II.

None of the above conditions can be waived by the Company or Galaxy Fund II. In the event of the above conditions not having been fulfilled by 30 June 2010 (or such later date as may be agreed by Galaxy Fund II and the Company in writing), the Subscription Agreement II shall automatically terminate and all rights, obligations and liabilities of the parties hereunder in relation to the Subscription II shall cease and determine and none of the parties shall have any claim against the other in respect of the Subscription I save for any antecedent breaches of the Subscription Agreement II.

Completion date

Completion of the Subscription II will take place within three business days from the day on which the conditions referred to above are fulfilled (or such later date as the Company and Galaxy Fund I may agree in writing).

SUBSCRIPTION I AND SUBSCRIPTION II ARE NOT INTER-CONDITIONAL

Completion of the Subscription I and the Subscription II are not conditional upon each other.

INFORMATION ABOUT THE SUBSCRIPTION SHARES

The Subscription Price of HK$0.265 per Subscription Share represents:

(i) a discount of approximately 8.62% to the closing price of HK$0.29 per Share as quoted on the Stock Exchange on 5 May 2010 (being the date of the Subscription Agreements);
(ii) a discount of approximately 12.03% to the average closing price of HK$0.30125 per Share as quoted on the Stock Exchange for the last five trading days ended on and including 4 May 2010;
(iii) a discount of approximately 5.36% to the closing price of HK$0.28 per Share as quoted on the Stock Exchange as at the Latest Practicable Date; and
(iv) a discount of approximately 7.67% to the average closing price of HK$0.287 per Share as quoted on the Stock Exchange for the last five trading days ended on and including the Latest Practicable Date.

– 8 –

LETTER FROM THE BOARD

The gross proceeds from the Subscriptions are HK$26.5 million. The net proceeds from the Subscriptions, after deduction of relevant expenses, are estimated to be approximately HK$26.0 million and the net price per Subscription Share is approximately HK$0.26.

The Subscription Price was arrived at after arm’s length negotiation between the Company and the Subscribers with reference to the recent trading prices of the Shares. The Directors consider that the Subscription Price are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Ranking

The Subscription Shares, when fully paid and allotted and issued, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Subscription Shares.

Mandate to issue the Subscription Shares

The Company will seek specific mandate at the EGM for the allotment and issue of the Subscription Shares.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

REASONS FOR THE SUBSCRIPTIONS

The Directors consider various ways of raising funds and consider that the Subscriptions represent an opportunity to enlarge the equity base of the Company. The Directors intend to utilise the net proceeds from the Subscriptions to finance future investments and/or for future business development. The Company and Expertone Holdings Limited entered into a memorandum of understanding on 11 February 2010 and an addendum to the said memorandum of understanding on 4 March 2010 in relation to the Proposed Acquisition of the entire issued share capital in Fullmark Management Limited, which is incorporated in the British Virgin Islands and its principal asset is the 24.99% equity interest in Shanghai Dongda Insurance Agency Co., Ltd, a company established in the PRC and providing property and life insurance agency services. Save as disclosed above, the Company does not have any specific plans of investments or business development at present.

As at the Latest Practicable Date, the Proposed Acquisition was at the final stage of negotiation between the Group and the vendor. In the event that the Proposed Acquisition is not proceeded, the Board will consider and identify other investments and business development opportunities for the Group so as to maximise the interests of the Company and the Shareholders.

– 9 –

LETTER FROM THE BOARD

The Board does not intend to nominate nominees of the Subscribers to the Board.

The Directors (including the independent non-executive Directors) consider that the terms of each of the Subscription Agreements are on normal commercial terms and are fair and reasonable based on the current market conditions and in the interests of the Company and its shareholders as a whole.

INFORMATION ON THE GROUP

The Group is principally engaged in the provision of systems development, maintenance and installation as well as consulting service; provision of information technology engineering and technical support services. It is the current intention of the Company to continue its existing business.

IMPLICATIONS UNDER THE LISTING RULES

The Subscribers together with its associates, holding 144,800,000 Shares in aggregate as at the Latest Practicable Date, shall abstain from voting on the resolution(s) to approve the Subscription Agreements and the Specific Mandate at the EGM.

SHAREHOLDING STRUCTURES

Set out below is the shareholding structure of the Company before and after the completion of the Subscriptions:

Wide Source_(note 1) Resuccess Investment Ltd.(note 2)_ Galaxy Fund I Galaxy Fund II Public Total	Shareholding as at the Latest Practicable Date No. of Shares % 215,424,760 14.70 158,900,000 10.84 70,000,000 4.78 74,800,000 5.10 946,575,240 64.58 1,465,700,000 100.00	Shareholding immediately after the Subscription I No. of Shares % 215,424,760 14.30 158,900,000 10.55 110,000,000 7.31 74,800,000 4.97 946,575,240 62.87 1,505,700,000 100.00	Shareholding immediately after the Subscription II No. of Shares % 215,424,760 14.12 158,900,000 10.41 70,000,000 4.59 134,800,000 8.84 946,575,240 62.04 1,525,700,000 100.00	Shareholding immediately after the Subscription I and the Subscription II No. of Shares % 215,424,760 13.76 158,900,000 10.15 110,000,000 7.02 134,800,000 8.61 946,575,240 60.46 1,565,700,000 100.00	Shareholding immediately after the Subscription I and the Subscription II No. of Shares % 215,424,760 13.76 158,900,000 10.15 110,000,000 7.02 134,800,000 8.61 946,575,240 60.46 1,565,700,000 100.00
					100.00

Notes:

Wide Source is wholly owned by Mr. Luk Yat Hung, the chairman of the Board and an executive Director.
Resuccess Investments Ltd. is wholly owned by Tongfang Co., Ltd., the shares of which are listed on the Shanghai Stock Exchange.

– 10 –

LETTER FROM THE BOARD

FUND RAISING ACTIVITIES OF THE COMPANY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE LATEST PRACTICABLE DATE

On 23 February 2010, the Company announced that it had entered into an agreement for the First Top-up Subscription. Pursuant to such agreement, the Company has allotted and issued a total of 16,380,000 shares of HK$0.05 each. The net proceeds received by the Company from the First Topup Subscription amounted to approximately HK$16.15 million which is intended to be used as general working capital for the Company’s business expansion.

On 1 March 2010, the Company announced that it had entered into an agreement for the Second Topup Subscription. Pursuant to such agreement, the Company has allotted and issued a total of 5,000,000 shares of HK$0.05 each. The net proceeds received by the Company from the Second Top-up Subscription amounted to approximately HK$7.75 million which is intended to be used as general working capital for the Company’s business expansion.

The net proceeds raised in the First Top-up Subscription and the Second Top-up Subscription have already been utilised for the payment of the deposit pursuant to the Addendum (as defined in the Company’s announcement dated 4 March 2010) as at the Latest Practicable Date.

On 24 February 2010, the Company announced that the Company has conditionally granted the Service Option. The net proceeds to be received by the Company upon the exercise of the Service Option in full are estimated to be about HK$5.9 million and are intended to be used by the Company as general working capital. As at the Latest Practicable Date, the grant of the Service Option has not become unconditional and the Service Option has not been exercised.

On 23 April 2010, the Company announced the Third Placing and the Third Subscription. The net proceeds from the Third Subscription are approximately HK$33.27 million which are intended to be used to finance future investments and/or for future business development. As at the Latest Practicable Date, the net proceeds from the Third Subscription has not been utilised.

On 28 April 2010, the Company announced that the Company and the Placing Agent have entered into the GM Placing Agreement in relation to the placing of 130,000,000 new Shares. The size of the GM Placing has been reduced to 30,000,000 new Shares as described in the Subscription Announcement. The net proceeds from the GM Placing are approximately HK$7.6 million which are intended to be used as the Group’s general working capital. As at the Latest Practicable Date, such net proceeds has not been utilised.

Save for the above fund raising exercises, the Company has not conducted any equity fund raising exercise in the past 12-month period immediately before the Latest Practicable Date.

– 11 –

LETTER FROM THE BOARD

EGM

The EGM will be held on Friday, 25 June 2010 at 9:30 a.m. at Joint Professional Centre, Unit 1, Ground Floor, The Center, 99 Queen’s Road Central, Hong Kong, the notice of which is set out on pages 32 to 34 of this circular.

At the EGM, ordinary resolutions will be proposed to the Shareholders to consider, and if thought fit, approve:

(1) the Subscription Agreement I; and
(2) the Subscription Agreement II.

In compliance with the GEM Listing Rules, all resolutions will be voted on by way of a poll at the EGM.

The Company has confirmed that as at the Latest Practicable Date, Galaxy Fund I and Galaxy Fund II (which are managed by the same fund manager, Galaxy Asset Management (H.K.) Ltd), in aggregate, held 144,800,000 Shares. On such basis, save as Galaxy Fund I and Galaxy Fund II, each being a connected person of the Company, no Shareholder is required to abstain from voting in favour of the resolution to approve each of the Subscription Agreements and Specific Mandate to be proposed at the EGM.

You will find enclosed a form of proxy for use at the EGM. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the EGM to the office of 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. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM in person should you so wish.

RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the opinion that the terms of the Subscription Agreements are on normal commercial terms and are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. The Board recommends the Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the Subscription Agreement I and the Subscription Agreement II at the EGM.

The Independent Board Committee, having taken into account the advice of KGI Capital, considers that the terms of the Subscription Agreements are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Independent Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM approving the Subscription Agreement I and the Subscription Agreement II.

– 12 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is drawn to the letter of recommendation from the Independent Board Committee set out on page 14 of this circular and the letter of advice from the KGI Capital set out on pages 15 to 26 of this circular, which contains, among other matters, its advice to the Independent Board Committee in relation to the proposed approval of Subscription Agreements and the Specific Mandate and the principal factors considered by it in arriving at its recommendation.

Your attention is also drawn to the general information set out in the Appendix to this circular.

By Order of the Board Tai Shing International (Holdings) Limited Wong Chung Wai, Eric Executive Director

– 13 –

LETTER FROM INDEPENDENT BOARD COMMITTEE

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)

9 June 2010

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS: ISSUE OF NEW SHARES TO CONNECTED PERSONS

We have been appointed as the Independent Board Committee to advise the Independent Shareholders in connection with the approval of the Subscription Agreements and the Specific Mandate, details of which are set out in the circular of the Company to the Shareholders dated 9 June 2010 (“ Circular ”), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of KGI Capital in relation thereto as set out in the Circular, we are of the view that the approval of each of the Subscription Agreements is in the interests of the Company and the Shareholders as a whole and the terms of each of the Subscription Agreements are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve each of the Subscription Agreements.

Yours faithfully,

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

* For identification purpose only

– 14 –

LETTER FROM KGI CAPITAL

Set out below is the text of the letter of advice from KGI Capital Asia Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders of Tai Shing International (Holdings) Limited, prepared for inclusion in this circular.

41/F, Central Plaza 18 Harbour Road Wanchai, Hong Kong

Tel: 2878 6888 Fax: 2970 0080

9 June 2010

To the Independent Board Committee and the Independent Shareholders

Tai Shing International (Holdings) Limited 1504, 15/F, The Center 99 Queen’s Road Central Hong Kong

Dear Sirs or Madams,

CONNECTED TRANSACTIONS: ISSUE OF NEW SHARES TO CONNECTED PERSONS

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Subscription Agreements and the Subscriptions, particulars of which are set out in the “Letter from the Board” (the “Letter”) contained in the circular to the Shareholders dated 9 June 2010 (the “Circular”), of which this letter forms part. Unless the context requires otherwise, terms used in this letter shall have the same meanings as given to them under the definitions section of the Circular.

As referred to in the Letter, on 5 May 2010 (after trading hours), (i) the Company, Galaxy Fund I and the Placing Agent entered into the Subscription Agreement I in relation to the issue of 40,000,000 Subscription Shares to Galaxy Fund I at the Subscription Price of HK$0.265 per Subscription Share; and (ii) the Company, Galaxy Fund II and the Placing Agent entered into the Subscription Agreement II in relation to the issue of 60,000,000 Subscription Shares to Galaxy Fund II at the Subscription Price of HK$0.265 per Subscription Share.

– 15 –

LETTER FROM KGI CAPITAL

References are made to the announcements of the Company dated 23 February 2010, 26 February 2010 and 4 March 2010 in relation to the First Top-up Placing and the First Top-up Subscription. The completion of the First Top-up Placing took place on 1 March 2010 and 7,000,000 and 7,380,000 placing shares beneficially owned by Wide Source were placed to Galaxy Fund I and Galaxy Fund II at a price of HK$1.01 per share respectively. The Independent Shareholders are advised that subsequent to the aforesaid placing, the Company has proceeded an 1 to 10 share subdivision which took effect on 16 April 2010.

As at the date of the Subscription Agreements, Galaxy Fund I and Galaxy Fund II (which are managed by the same fund manager, Galaxy Asset Management (H.K.) Ltd.), in aggregate, hold 144,800,000 Shares, representing approximately 11.09% of the then issued share capital of the Company. Therefore, each of Galaxy Fund I and Galaxy Fund II is a connected person of the Company. As such, the issue of the Subscription Shares to the Subscribers constitute connected transactions for the Company and are subject to, among other requirements, the Independent Shareholders’ approval requirement under Chapter 20 of the GEM Listing Rules.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising all 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, has been established to advise the Independent Shareholders as to whether the terms of the Subscription Agreements and the Subscriptions are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole.

We, KGI Capital Asia Limited, have been appointed to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Subscription Agreements and the Subscriptions are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole.

BASIS OF OUR OPINION

In formulating our opinion and recommendation, we have relied on the information, financial information and facts supplied, and the opinions and representations expressed to us by the Company, the Directors and management of the Company. We have also assumed that all such information, financial information, facts, statements of belief, opinion and intention and representation made to us by the Directors or referred to in the Circular were reasonably made after due and careful enquiry and are based on honestly-held opinions. We have no reason to doubt the truth, accuracy and completeness of the information and representations referred to in the Circular and provided to us by the Company, the Directors and management of the Company. We have been advised by the Directors that no material facts have been omitted from the information provided to us and referred to in the Circular. We have also assumed that all statements of intention of the Company, the Directors and management of the Company as set out in the Circular will be implemented. We have assumed that all information and representations made or referred to in the Circular and provided to us by the Company, the Directors and management of the Company, for which they were solely and wholly responsible, were true, complete and accurate at the time they were made and shall continue to be true, complete and accurate at the date of the EGM.

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LETTER FROM KGI CAPITAL

In formulating our opinion, we have obtained and reviewed relevant information and documents provided by the Company, the Directors and management of the Company in connection with the Subscriptions and discussed with the management of the Company so as to assess the fairness and reasonableness of the terms of the Subscription Agreements and the Subscriptions. Relevant information and documents included, among other things, the third quarterly report of the Company for the nine months ended 31 December 2009, the interim report of the Company for the six months ended 30 September 2009 (the “2009 Interim Report”), the annual report of the Company for the financial year ended 31 March 2009 (the “2009 Annual Report”), the Subscription Agreements, the GM Placing Agreement and the supplemental agreement dated 5 May 2010 entered into between the Company and the Placing Agent to vary and supplement certain terms of the GM Placing Agreement. We believe that we have reviewed sufficient information to enable us to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our opinion regarding the terms of the Subscription Agreements and the Subscriptions. We have not, however, carried out any independent verification of the information and representations provided to us by the management of the Company and the Directors nor have we conducted any form of independent investigation into the businesses and affairs, financial position or the future prospects of the Company, Fullmark Management Limited, Shanghai Dongda Insurance Agency Co., Ltd, Galaxy Fund I, Galaxy Fund II, Galaxy Asset Management (H.K.) Ltd., or their respective subsidiaries or associated companies. We have not studied, investigated nor verified the validity of all the legal aspects of, and procedural aspects for, the Subscriptions.

Our opinion is necessarily based upon the financial, economic, market, regulatory and other conditions as they existed on, and the facts, information, representations and opinions made available to us as of, the Latest Practicable Date. Our opinion does not in any manner address the Company’s own decision to proceed with the entering into of the Subscription Agreements. We disclaim any undertaking or obligation to advise any person of any change in any fact or matter affecting the opinion expressed herein, which may come or be brought to our attention after the Latest Practicable Date. Except for its inclusion in the Circular, this letter is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purpose, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the terms of the Subscription Agreements and the Subscriptions, we have taken the following principal factors and reasons into consideration:

Background of the Subscriptions

As announced in the GM Placing Announcement, on 28 April 2010 (before trading hours), the Company and the Placing Agent have entered into the GM Placing Agreement pursuant to which the Placing Agent has agreed to procure placees, on a best effort basis, for the subscription of up to 130,000,000 new Shares at the placing price of HK$0.265 per Share. As the potential placees procured by the Placing Agent for the GM Placing included the Subscribers who are connected persons of the Company under the GEM Listing Rules, the Company is required to seek specific mandate to allot and issue new Shares to the Subscribers. Accordingly, the Company and the Placing Agent have agreed to reduce the size of the GM Placing.

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LETTER FROM KGI CAPITAL

On 5 May 2010, the Company and the Placing Agent entered into the Supplemental Agreement pursuant to which the Company and the Placing Agent have agreed to reduce the maximum number of new Shares to be placed pursuant to the GM Placing Agreement from 130,000,000 new Shares to 30,000,000 new Shares.

On 5 May 2010, (i) the Company, Galaxy Fund I and the Placing Agent entered into the Subscription Agreement I in relation to the issue of 40,000,000 Subscription Shares to Galaxy Fund I at the Subscription Price of HK$0.265 per Subscription Share; and (ii) the Company, Galaxy Fund II and the Placing Agent entered into the Subscription Agreement II in relation to the issue of 60,000,000 Subscription Shares to Galaxy Fund II at the Subscription Price of HK$0.265 per Subscription Share.

Information on the Group

The Group is principally engaged in the provision of systems development, maintenance and installation as well as consulting service, provision of information technology engineering and technical support services. As stated in the Letter, the Directors confirm that it is the current intention of the Company to continue its existing businesses.

Set out below is a summary of the audited consolidated financial information of the Group for the two financial years ended 31 March 2009 as extracted from the 2009 Annual Report and the unaudited consolidated financial information of the Group for the six months ended 30 September 2008 and six months ended 30 September 2009 as extracted from the 2009 Interim Report:

	For the six months ended	For the six months ended	For	the year ended	the year ended
	30 September			31 March
	2009	2008	2009		2008
(unaudited)		(unaudited)	(audited)		(audited)
	HK$’000	HK$’000	HK$’000		HK$’000
Turnover	16,303	20,196	108,003		52,835
Profit/(Loss)
for the period/year	(3,637)	(1,792)	11,449		(19,853)
		As at
	30	September	As	at 31	March
		2009	2009		2008
		(unaudited)	(audited)		(audited)
		HK$’000	HK$’000		HK$’000
Bank and cash balances		8,475	3,745		15,651
Total shareholders’ funds		24,360	27,983		16,532
Gearing ratio (defined as
bank borrowings divided
by total shareholders’ funds)		46.9%	40.0%		54.1%

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LETTER FROM KGI CAPITAL

As shown in the table above, the Group recorded revenue of approximately HK$108.0 million for the financial year ended 31 March 2009, representing an increase of approximately 105% as compared with that of the previous financial year. According to the 2009 Annual Report, such increase was principally due to the revenue contributed by Acon Enterprises Limited, a wholly owned subsidiary of the Company, and its subsidiaries in security and surveillance software and design business. Profit attributable to the equity holders of the Company amounted to approximately HK$11.4 million for the financial year ended 31 March 2009, as compared to a loss of approximately HK$19.9 million for the financial year ended 31 March 2008.

The Group recorded revenue of approximately HK$16.3 million for the six months ended 30 September 2009, representing a decrease of approximately 19% as compared to the same period in the previous year. According to the Directors, such decrease was mainly due to adverse market conditions during such period. Loss attributable to the equity holders of the Company amounted to approximately HK$3.6 million for the six months ended 30 September 2009, as compared to a loss of approximately HK$1.8 million for the six months ended 30 September 2008.

As shown in the above table, the unaudited bank and cash balances of the Group as at 30 September 2009 were approximately HK$8.5 million. Total shareholders’ funds of the Group as at 30 September 2009 amounted to approximately HK$24.4 million, as compared to approximately HK$28.0 million as at 31 March 2009. The gearing ratio (defined as bank borrowings divided by total shareholders’ funds) was approximately 46.9% as at 30 September 2009, as compared to approximately 40.0% as at 31 March 2009.

Reasons for the Subscriptions

The net proceeds from the Subscriptions, after deduction of relevant expenses, are estimated to be approximately HK$26.0 million. As stated in the Letter, the Directors consider various ways of raising funds and consider that the Subscriptions represent an opportunity to enlarge the equity base of the Company. The Directors intend to utilise the net proceeds from the Subscriptions to finance future investments and/or for future business development. As confirmed by the Directors, the Company and Expertone Holdings Limited entered into a memorandum of understanding on 11 February 2010 and an addendum to the said memorandum of understanding on 4 March 2010 in relation to the proposed acquisition of the entire issued share capital in Fullmark Management Limited, which is incorporated in the British Virgin Islands and its principal asset is 24.99% equity interest in Shanghai Dongda Insurance Agency Co., Ltd, a company established in the PRC and providing property and life insurance agency services. As stated in the Letter, save as disclosed above, the Company does not have any specific plans of investments or business development as at the Latest Practicable Date. As confirmed by the Directors, as at the Latest Practicable Date, the Proposed Acquisition was at the final stage of negotiation between the Group and the vendor. In the event that the Proposed Acquisition is not proceeded, the Board will consider and identify other investments and business development opportunities for the Group so as to maximize the interests of the Company and the Shareholders as a whole.

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LETTER FROM KGI CAPITAL

As stated in the announcement of the Company dated 11 February 2010, the consideration for the Proposed Acquisition has not yet been determined and may be satisfied by the Company in cash and/ or by issuing of new Shares, convertible notes, or a combination of any of the above, or any other forms as the Company and the prospective seller may agree. As mentioned above, the unaudited bank and cash balances of the Group as at 30 September 2009 were approximately HK$8.5 million. We further noted from the Directors that as at the Latest Practicable Date, the net proceeds raised in the First Top-up Subscription of approximately HK$16.15 million and the net proceeds raised in the Second Top-up Subscription of approximately HK$7.75 million have already been utilised for the payment of the deposit pursuant to the Addendum (as defined in the Company’s announcement dated 4 March 2010). According to the announcement of the Company dated 23 April 2010, the estimated net proceeds raised in the Third Top-up Subscription of approximately HK$33.27 million is intended to be used to finance future investments and/or for future business developments. As stated in the Letter, the net proceeds from the Third Top-up Subscription has not been utilised as at the Latest Practicable Date. As stated in the Letter, the net proceeds from the GM Placing are approximately HK$7.6 million which are intended to be used as the Group’s general working capital. As at the Latest Practicable Date, such net proceeds have not been utilised. The Directors further confirmed that the latest bank and cash balances of the Group were not sufficient to finance the payment of the expected consideration for the Proposed Acquisition.

Having considered the possible funding requirements to finance the Proposed Acquisition and the financial position of the Group, we are of the opinion that the Subscriptions could enhance the cash position of the Group and provide a source of funding for the settlement of the consideration of the Proposed Acquisition which would not incur additional interest expenses to the Group as compared to debt financing.

In view of the above, we concur with the Directors’ view that the entering into of the Subscription Agreements are in the interests of the Company and the Shareholders as a whole.

Principal terms of the Subscription Agreements

The principal terms of the Subscription Agreements are summarised as follows:

The Subscription Agreement I

Date: 5 May 2010 (after trading hours) Parties: (i) the Company as issuer; and (ii) Galaxy Fund I; and (iii) the Placing Agent Number of the 40,000,000 Subscription Shares, which represents approximately Subscription Shares: (i) 2.73% of the existing issued share capital of the Company as at the Latest Practicable Date; and (ii) 2.66% of the issued share capital of the Company as enlarged by the issue of such Subscription Shares

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LETTER FROM KGI CAPITAL

Subscription Price:

The Subscription Price is equal to HK$0.265 per Subscription Share, which represents:

(i) a discount of approximately 5.4% to the closing price of HK$0.28 per Share as quoted on the Stock Exchange on the Latest Practicable Date;
(ii) a discount of approximately 8.6% to the closing price of HK$0.29 per Share as quoted on the Stock Exchange on 5 May 2010, being the last trading date immediately prior to the release of the announcement of the Company dated 5 May 2010 in relation to the Subscriptions (the “ Last Trading Date ”);
(iii) a discount of approximately 11.4% to the average closing price of HK$0.299 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Date;
(iv) a discount of approximately 14.0% to the average closing price of approximately HK$0.308 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Last Trading Date; and
(v) a premium of approximately 1,104.5% to the unaudited consolidated net asset value per share of approximately HK$0.022 as at 30 September 2009 (based on an unaudited consolidated net asset value of approximately HK$24,360,000 and 109,190,000 shares of the Company in issue as at 30 September 2009 (equivalent to 1,091,900,000 Shares after adjusting for the share subdivision effective in April 2010)).

Conditions:

Completion:

Conditions to the completion of the Subscription I are set out in the section headed “The Subscription Agreement I” in the Letter.

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LETTER FROM KGI CAPITAL

The Subscription Agreement II

Date:

5 May 2010 (after trading hours)

Parties:

(i) the Company as issuer; and (ii) Galaxy Fund II; and (iii) the Placing Agent

Number of the Subscription Shares:

60,000,000 Subscription Shares, which represents approximately (i) 4.09% of the existing issued share capital of the Company as at the Latest Practicable Date; and (ii) 3.93% of the issued share capital of the Company as enlarged by the issue of such Subscription Shares

Subscription Price:

The Subscription Price is equal to HK$0.265 per Subscription Share, which represents:

(i) a discount of approximately 5.4% to the closing price of HK$0.28 per Share as quoted on the Stock Exchange on the Latest Practicable Date;
(ii) a discount of approximately 8.6% to the closing price of HK$0.29 per Share as quoted on the Stock Exchange on the Last Trading Date;
(iii) a discount of approximately 11.4% to the average closing price of HK$0.299 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Date;
(iv) a discount of approximately 14.0% to the average closing price of approximately HK$0.308 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Last Trading Date; and
(v) a premium of approximately 1,104.5% to the unaudited consolidated net asset value per share of approximately HK$0.022 as at 30 September 2009 (based on an unaudited consolidated net asset value of approximately HK$24,360,000 and 109,190,000 shares of the Company in issue as at 30 September 2009 (equivalent to 1,091,900,000 Shares after adjusting for the share subdivision effective in April 2010)).

– 22 –

LETTER FROM KGI CAPITAL

Conditions:

Conditions to the completion of the Subscription II are set out in the section headed “The Subscription Agreement II” in the Letter.

Completion:	Completion of the Subscription II will take place within three
	business days from the day on which the conditions referred to
	above are fulfilled (or such later date as the Company and Galaxy
	Fund II may agree in writing).

As stated in the Letter, completion of the Subscription I and the Subscription II are not conditional upon each other.

We have reviewed the major terms of the Subscription Agreements and no abnormal or unusual clause is noted. As such, we concur with the Directors’ view that the terms of the Subscription Agreements are on normal commercial terms.

The Subscription Price

As stated in the Letter, the Subscription Price was arrived at after arm’s length negotiation between the Company and the Subscribers with reference to the recent trading prices of the Shares. The Directors consider that the Subscription Price is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

In order to assess the fairness and reasonableness of the Subscription Price, we have identified share placing/subscription exercises during ten calendar days’ period immediately before the Last Trading Date (from 25 April 2010 to 4 May 2010, both dates inclusive) as announced by the main board and GEM listed companies on the Stock Exchange (the “ Comparable Transactions ”). To the best of our knowledge and as far as we are aware of, based on the information from the website of the Stock Exchange, we have identified 15 Comparable Transactions for our comparison purpose. The Independent Shareholders should note that the businesses, operations and prospects of the Company are not the same as those of the companies we have identified and thus these companies are only used to provide a general reference for the recent common market practice of Hong Kong listed companies in share placing/subscription exercises. Our findings are summarised as below:

– 23 –

LETTER FROM KGI CAPITAL

					Premium/
					(Discount) of
				Premium/	the placing/
			(Discount) of		subscription
				the placing/	price to the
				subscription	average closing
				price to the	price for the last
				closing price	5 trading days
				immediately	immediately
				before the	before the
				release of	release of
Date of				relevant	relevant
announcement	Stock code	Company name	announcement		announcement
				(%)	(%)
26 April 2010	1003	21 Holdings Limited		(11.3)	(14.2)
26 April 2010	260	Sino Gas Group Limited		(4.6)	(8.0)
26 April 2010	621	Wing Hing International		(12.3)	(9.4)
		(Holdings) Limited
27 April 2010	1161	Water Oasis Group Limited		(19.5)	(14.0)
27 April 2010	116	Chow Sang Sang Holdings		(10.0)	(10.2)
		International Limited
27 April 2010	885	Forefront Group Limited		(3.1)	(4.8)
28 April 2010	595	AV Concept Holdings Limited		(12.5)	(7.9)
28 April 2010	202	Interchina Holdings		(5.8)	(11.2)
		Company Limited
28 April 2010	8103	Tai Shing International		(15.9)	(16.1)
		(Holdings) Limited
29 April 2010	1199	COSCO Pacific Limited		(9.9)	(11.5)
30 April 2010	3933	The United Laboratories		(7.7)	(11.7)
		International Holdings Limited
30 April 2010	391	Mei Ah Entertainment Group Ltd.		(12.6)	(12.8)
2 May 2010	198	SMI Corporation Limited		(19.4)	(16.3)
3 May 2010	256	China Haidian Holdings Limited		(6.1)	(7.0)
4 May 2010	1140	OP Financial Investments Limited		(9.1)	(1.7)
		Mean		(10.7)	(10.5)
		Maximum		(3.1)	(1.7)
		Minimum		(19.5)	(16.3)
5 May 2010		The Subscriptions		(8.6)	(11.4)

Note: We noted that EPRO Limited (“EPRO”) (Stock code: 8086) announced a share subscription exercise on 30 April 2010. According to the announcement of EPRO in relation to such share subscription exercise dated 30 April 2010, the subscription price of HK$0.05 per share represented respective discount of approximately 89.7% and approximately 89.2% to (i) the closing price of the shares of EPRO immediately before the release of the announcement in relation to such share subscription exercise; and (ii) the average closing price of the shares of EPRO for the last 5 trading days immediately before the release of the announcement in relation to such share subscription exercise. We consider that such significant discounts may distort our analysis thus have excluded the share subscription exercise of EPRO in our comparison.

– 24 –

LETTER FROM KGI CAPITAL

As shown in the table above, the Subscription Price represented a discount of approximately 8.6% to the closing price per Share on the Last Trading Date, which is lower than the average discount of approximately 10.7% of the relevant placing/subscription price of the Comparable Transactions to their respective closing price per share immediately before the release of the relevant announcements. In addition, the Subscription Price also represented a discount of approximately 11.4% to the average closing price per Share for the last 5 trading days up to and including the Last Trading Date, which is slightly higher than the average discount of approximately 10.5% of the relevant placing/subscription price of the Comparable Transactions to their respective average closing price per share for the last 5 trading days immediately before the release of the relevant announcements but nevertheless within the range of such discounts from approximately 1.7% to approximately 16.3%.

In addition to the above comparison, we also noted that the Subscription Price of HK$0.265 per Share is equal to (i) the placing price of HK$0.265 per Share under the GM Placing; and (ii) the subscription price of HK$0.265 per Share under the Third Top-up Subscription.

In view of the above, we are of the opinion that the determination of the Subscription Price with reference to the recent trading prices of the Shares is in line with normal market practice and we concur with the Directors’ view that the Subscription Price is fair and reasonable so far as the Company and the Independent Shareholders are concerned.

Dilution effect on the shareholding interests of the Independent Shareholders

As at the Latest Practicable Date, the total number of issued shares of the Company was 1,465,700,000 Shares. Upon completion of the Subscriptions, 100,000,000 Subscription Shares will be issued to the Subscribers. As shown in the shareholding table in the section headed “Shareholding Structures” in the Letter, the aggregate shareholding interests of the public Shareholders will decrease from approximately 64.58% to approximately 60.46% upon completion of the Subscriptions.

Although the shareholding interests of the Independent Shareholders are subject to certain dilution effect as a result of the completion of the Subscriptions, having taken into account that (i) the Subscriptions will enlarge the equity base of the Company; (ii) the Subscriptions will enhance the cash position of the Group; and (iii) the shareholdings of all existing Shareholders (except the Subscribers) will be diluted to the same extent upon completion of the Subscriptions, we are of the view that such dilution to the shareholdings of the Independent Shareholders is acceptable.

Possible financial effects of the Subscriptions

The Independent Shareholders are advised that the figures and possible financial impacts shown in this section below are for illustrative and reference purposes only.

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LETTER FROM KGI CAPITAL

Effects on net asset value

According to the 2009 Interim Report, the unaudited consolidated net asset value of the Group as at 30 September 2009 was approximately HK$24.4 million. As confirmed by the Directors, the Subscriptions would increase the consolidated net asset value of the Group.

Effects on working capital and cash position

As stated in the Letter, the net proceeds from the Subscriptions are estimated to be approximately HK$26.0 million. The Directors confirmed that the working capital and cash position of the Group will be enhanced upon completion of the Subscriptions.

RECOMMENDATION

Having considered the above principal factors and reasons, we, on an overall basis, consider that the terms of the Subscription Agreements and the Subscriptions are on normal commercial terms, fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders and recommend the Independent Shareholders to vote in favour of the ordinary resolutions to approve the Subscription Agreements, which will be proposed at the EGM.

Yours faithfully, For and on behalf of KGI Capital Asia Limited

Laurent Leung Jimmy Chan Director Senior Vice President

– 26 –

GENERAL INFORMATION

APPENDIX

1. 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.

2. DISCLOSURE OF INTERESTS OF DIRECTORS

As at the Latest Practicable Date, the relevant interests or short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they have taken or deemed to have under such provisions of the SFO), or which are required, pursuant to Section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or which are required, pursuant to Rule 5.46 of the GEM Listing Rules relating to securities transactions by the directors, to be notified to the Company and the Stock Exchange, were as follows:

Long positions in the shares of the Company

			Approximate
		Number of	percentage
Name of Director	Capacity	Shares interested	of shareholding
Mr. Luk Yat Hung_(Note)_	Interest of controlled	215,424,760	14.70%
	corporation

Note: Mr. Luk Yat Hung is deemed to be interested in 215,424,760 Shares by virtue of him being beneficially interested in 100% of the issued share capital of Wide Source which in turn holds 215,424,760 Shares.

Long positions in underlying shares of equity derivatives and debentures of the Company

As at the Latest Practicable Date, no long positions of Directors and chief executive in the underlying shares of equity derivatives and debentures of the Company and its associated corporations were recorded in the register or as otherwise notified to the Company and the Stock Exchange pursuant to Rule 5.46 of the GEM Listing Rules.

Short positions in shares, underlying shares of equity derivatives and debentures of the Company

As at the Latest Practicable Date, no short positions of the Directors and chief executive in the shares, underlying shares of equity derivatives and debentures of the Company and its associated corporations were recorded in the register or as otherwise notified to the Company and the Stock Exchange pursuant to Rule 5.46 of the GEM Listing Rules.

– 27 –

APPENDIX

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company or their respective associates had any interests or short positions in the shares, underlying shares of equity derivative and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed to have under such provisions of the SFO), or which were required to be kept under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the minimum standards of dealing by the directors of listed issuers as referred to in Rule 5.46 of the GEM Listing Rules.

3. SUBSTANTIAL SHAREHOLDERS

So far as is known to the Directors, as at the Latest Practicable Date, the following persons who had an interest or short positions in the shares of the Company as recorded in the register required to be kept under Section 336 of the SFO:

Long positions in shares of the Company

				Approximate
			Number of	percentage of
Name of shareholders	*Note*	Capacity	Shares held	shareholding
Wide Source	1	Beneficial owner	215,424,760	14.70%
Mr. Luk Yat Hung	2	Interest of controlled
		corporation	215,424,760	14.70%
Resuccess Investments Ltd.	3	Beneficial owner	158,900,000	10.84%
Tongfang Co. Ltd.	4	Interest of controlled
		corporation	158,900,000	10.84%
Tsinghua Holdings Co. Ltd.	5	Interest of controlled
		corporation	158,900,000	10.84%
Galaxy Asset Management (H.K.) Ltd	6	Investment manager	244,800,000	16.70%
Deutsche Bank Aktiengesellschaft	7	Person having
		a security interest	74,800,000	5.10%

Notes:

Wide Source is a company incorporated in the British Virgin Islands with limited liability and is ultimately and beneficially owned as to 100% by Mr. Luk Yat Hung
Mr. Luk Yat Hung is deemed to be interested in 215,424,760 Shares by virtue of him being beneficially interested in 100% of the issued share capital of Wide Source which in turn holds 215,424,760 Shares.
Resuccess Investments Ltd. is a company incorporated in the British Virgin Islands with limited liability and is owned by Tongfang Co. Ltd.

– 28 –

GENERAL INFORMATION

APPENDIX

Tongfang Co. Ltd. is deemed to be interested in 158,900,000 Shares by virtue of it being beneficially interested in 100% of the issued share capital of Resuccess Investments Ltd.
Tsinghua Holdings Co. Ltd. is deemed to be interested in 158,900,000 Shares by virtue of it being beneficially interested in 33.06% of the issued share capital of Tongfang Co. Ltd.
Galaxy Fund I and Galaxy Fund II (which are managed by the same fund manager, Galaxy Asset Management (H.K.) Ltd.) in aggregate, were interested in 244,800,000 Shares, comprising 70,000,000 Shares held by Galaxy Fund I, 74,800,000 Shares held by Galaxy Fund II and 100,000,000 Subscription Shares to be allotted and issued pursuant to the Subscription Agreements.
Deutsche Bank Aktiengesellschaft is interested in 74,800,000 Shares in its capacity as person having a security interest in shares (other than an exempt security interest). Deutsche Bank Aktiengesellschaft is a corporation listed on both the Frankfurt and New York stock exchanges.

Long positions in underlying shares of the Company

As at the Latest Practicable Date, no long positions of other persons or substantial shareholders in the underlying shares of equity derivatives of the Company and its associated corporations were recorded in the register.

Short positions in shares of the Company

As at the Latest Practicable Date, no short positions of other persons or substantial shareholders in the shares of the Company and its associated corporations were recorded in the register.

Short positions in underlying shares of the Company

As at the Latest Practicable Date, no short positions of other persons or substantial shareholders in the underlying shares of equity derivatives of the Company and its associated corporations were recorded in the register.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person who had an interest or short position in the shares or underlying shares (including interests in options, if any) of the Company as recorded in the register required to be kept under Section 336 of the SFO.

4. DIRECTORS’ INTERESTS IN CONTRACTS

As at the Latest Practicable Date, no contracts of significance in relation to the Group’s business to which the Group was a party and in which a Director had a material interest, whether directly or indirectly.

5. DIRECTORS’ SERVICE CONTRACT

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

– 29 –

GENERAL INFORMATION

APPENDIX

6. DIRECTORS’ COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors, substantial shareholders or management shareholders of the Company or their respective associates (as defined under the GEM Listing Rules) had any business or interest in a business which competes or may compete with the business of the Group.

7. INTEREST OF DIRECTORS OR EXPERTS IN ASSETS ACQUIRED OR DISPOSED OF BY OR LEASED TO ANY MEMBER OF THE GROUP

As at the Latest Practicable Date, none of the Directors or expert (as listed out in paragraph headed “Expert and Consent” below) had or had proposed to acquire or dispose or lease any interest, direct or indirect, in any assets to any member of the Group since 31 March 2009, being the date to which the latest published audited accounts of the Company were made up.

8. LITIGATION

On 19 April 2006, a High Court Action No.858 of 2006 was commenced by Chan Kar Kui, Wong Calvin Ting Chi, Chan Wai Phan, Chan Man Wan and Kwok King Chuen (the “Plaintiffs”) against the Company for specific performance of the agreement entered between the Plaintiffs and the Company’s former director, To Cho Kei, on behalf of the Company, in around May/ June 2000 to purchase from the Plaintiffs all their shareholdings in Epplication.Net Limited (“Epplication.Net”) at a consideration of HK$6,800,000 being twice of the actual amount that the Plaintiffs expended on Epplication.Net by way of transfer or allotment of the shares of the Company of the equivalent value, or alternatively, damages with interests and costs. The Company has filed a defence denying the allegation as the Company has no record of any agreement for the purchase of the Plaintiffs’ shareholdings in Epplication.Net and the Plaintiffs have not produced any documentary evidence to support their claim. The Directors believe that the Company has strong defence in this action.

Save as disclosed above, as at the Latest Practicable Date, no member of the Group is engaged in any litigation or arbitration of material importance and there is no litigation or claim of material importance known to the directors of the Company to be pending or threatened against any member of the Group.

9. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, save for disclosed in this circular, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 March 2009, the date to which the latest published audited financial statements of the Group were made up.

10. WORKING CAPITAL

The Directors are of the opinion that in the absence of unforeseeable circumstances, taking into account the internal resources available to the Group, the Group will have sufficient working capital for its present requirements for at least the next twelve months after the date of this circular.

– 30 –

GENERAL INFORMATION

APPENDIX

11. EXPERT AND CONSENT

The following is the qualification of the expert who has been named in this circular or has givenopinions or letters contained in this circular:

Name Qualification

KGI Capital a licensed corporation to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO

As at the Latest Practicable Date, KGI Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion therein of its letter and/or references to its name, in the form and context in which it appears.

As at the Latest Practicable Date, KGI Capital was not interested beneficially in the shares in any member of the Group and did not have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for shares in any member of the Group.

12. GENERAL

a. The registered office of the Company is at Cricket Square, Hutchins Drive, P.O. Box 2681,Grand Cayman KY1-1111, Cayman Islands.
b. The Hong Kong branch share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
c. The company secretary of the Company is Mr. Young Wai Ching, who is a member of the Association of Chartered Certified Accountants and a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants.
d. The translation into Chinese language of this circular is for reference only. In the event of any inconsistency, the English text of this circular shall prevail over the Chinese language text.

13. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong during normal business hours from 9 June 2010 up to and including the date of the EGM.

(a) the Companies Laws of the Cayman Islands;
(b) the memorandum of association of the Company and the Articles;
(c) the annual reports of the Group for the two financial years ended 31 March 2009; and
(d) the Subscription Agreements.

– 31 –

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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Tai Shing International (Holdings) Limited (“ Company ”) will be held on Friday, 25 June 2010 at 9:30 a.m. at Joint Professional Centre, Unit 1, Ground Floor, The Center, 99 Queen’s Road Central, Hong Kong to consider and, if thought fit, pass each of the following resolutions as an ordinary resolution (with or without modifications):

ORDINARY RESOLUTIONS

“ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subscription Shares I (as defined below):
(a) the subscription agreement dated 5 May 2010 entered into between the Company, Galaxy China Special Situations Fund SPC (“ Galaxy Fund I ”) and VC Brokerage Limited, a copy of which has been initialled by the chairman of this meeting and for the purpose of identification marked “A” (“ Subscription Agreement I ”) in relation to the subscription of 40,000,000 shares of HK$0.005 each of the Company (“ Subscription Shares I ”) by Galaxy Fund I at the issue price of HK$0.265 per Subscription Share I be and is hereby approved;
(b) the allotment and issue of the Subscription Shares I subject to and pursuant to the terms and conditions of the Subscription Agreement I be and is hereby approved; and
(c) the directors of the Company be or a duly authorised committee of the board of directors of the Company be and are hereby authorised:
- (i) to allot and issue the Subscription Shares I subject to and pursuant to the terms and conditions of the Subscription Agreement I; and
- (ii) to do and execute all such acts, matters, deeds, documents and things as they may consider appropriate, necessary or desirable for or in connection with the Subscription Agreement I and the allotment and issue of the Subscription Shares I subject to and pursuant to the terms and conditions therwith and to agree to variation and/or waiver of all matters relation thereto which, in the opinion of the directors of the Company, are not material to the transaction contemplated thereby and are in the best interest of the Company.”

* For identification purpose only

– 32 –

NOTICE OF EGM

“ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subscription Shares II (as defined below):
(a) the subscription agreement dated 5 May 2010 entered into between the Company, Galaxy China Deep Value Fund (“ Galaxy Fund II ”) and VC Brokerage Limited, a copy of which has been initialled by the chairman of this meeting and for the purpose of identification marked “B” (“ Subscription Agreement II ”) in relation to the subscription of 60,000,000 shares of HK$0.005 each of the Company (“ Subscription Shares II ”) by Galaxy Fund II at the issue price of HK$0.265 per Subscription Share II be and is hereby approved;
(b) the allotment and issue of the Subscription Shares II subject to and pursuant to the terms and conditions of the Subscription Agreement II be and is hereby approved; and
(c) the directors of the Company be or a duly authorised committee of the board of directors of the Company be and are hereby authorised:
- (i) to allot and issue the Subscription Shares II subject to and pursuant to the terms and conditions of the Subscription Agreement II; and
- (ii) to do and execute all such acts, matters, deeds, documents and things as they may consider appropriate, necessary or desirable for or in connection with the Subscription Agreement II and the allotment and issue of the Subscription Shares II subject to and pursuant to the terms and conditions therwith and to agree to variation and/or waiver of all matters relation thereto which, in the opinion of the directors of the Company, are not material to the transaction contemplated thereby and are in the best interest of the Company.”

By order of the board of directors of Tai Shing International (Holdings) Limited Wong Chung Wai, Eric Executive Director

Hong Kong, 9 June 2010

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: 1504, 15/F The Center 99 Queen’s Road Central Hong Kong

– 33 –

NOTICE OF EGM

Notes:

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.
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.
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 Shops 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.
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.
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

– 34 –

AI assistant

hmvod Limited — Proxy Solicitation & Information Statement 2010

51270_rns_2010-06-08_05ce5949-0c86-4d9f-a370-08aa8fcebfb6.pdf

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

CONNECTED TRANSACTIONS: ISSUE OF NEW SHARES TO CONNECTED PERSONS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

CHARACTERISTICS OF GEM

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

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

CONNECTED TRANSACTIONS: ISSUE OF NEW SHARES TO CONNECTED PERSONS

INTRODUCTION

LETTER FROM THE BOARD

THE SUBSCRPTION AGREEMENT I

Date:

Parties

Number of the Subscription Shares

LETTER FROM THE BOARD

Condition precedents

Completion date

THE SUBSCRIPTION AGREEMENT II

Date:

Parties:

Number of the Subscription Shares

Condition precedents

Completion date

SUBSCRIPTION I AND SUBSCRIPTION II ARE NOT INTER-CONDITIONAL

INFORMATION ABOUT THE SUBSCRIPTION SHARES

LETTER FROM THE BOARD

Ranking

Mandate to issue the Subscription Shares

Application for listing

REASONS FOR THE SUBSCRIPTIONS

LETTER FROM THE BOARD

INFORMATION ON THE GROUP

IMPLICATIONS UNDER THE LISTING RULES

SHAREHOLDING STRUCTURES

FUND RAISING ACTIVITIES OF THE COMPANY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE LATEST PRACTICABLE DATE

LETTER FROM THE BOARD

EGM

RECOMMENDATION

ADDITIONAL INFORMATION

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

CONNECTED TRANSACTIONS: ISSUE OF NEW SHARES TO CONNECTED PERSONS

Yours faithfully,

CONNECTED TRANSACTIONS: ISSUE OF NEW SHARES TO CONNECTED PERSONS

INTRODUCTION

LETTER FROM KGI CAPITAL

THE INDEPENDENT BOARD COMMITTEE

BASIS OF OUR OPINION

LETTER FROM KGI CAPITAL

PRINCIPAL FACTORS AND REASONS CONSIDERED

Background of the Subscriptions

LETTER FROM KGI CAPITAL

Information on the Group

LETTER FROM KGI CAPITAL

Reasons for the Subscriptions

LETTER FROM KGI CAPITAL

Principal terms of the Subscription Agreements

LETTER FROM KGI CAPITAL

Subscription Price:

Conditions:

LETTER FROM KGI CAPITAL

Subscription Price:

LETTER FROM KGI CAPITAL

Conditions:

The Subscription Price

LETTER FROM KGI CAPITAL

Dilution effect on the shareholding interests of the Independent Shareholders

Possible financial effects of the Subscriptions

RECOMMENDATION

Yours faithfully, For and on behalf of KGI Capital Asia Limited

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS OF DIRECTORS

Long positions in the shares of the Company

Long positions in underlying shares of equity derivatives and debentures of the Company

Short positions in shares, underlying shares of equity derivatives and debentures of the Company

hmvod Limited Proxy Solicitation & Information Statement 2010

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

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

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

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