hmvod Limited — Proxy Solicitation & Information Statement 2011

Mar 31, 2011

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.

**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 REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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

Grand Vinco Capital Limited (A wholly-owned subsidiary of Vinco Financial Group Limited)

A notice convening the extraordinary general meeting of the Company to be held at 10:00 a.m. on Tuesday, 19 April 2011 at 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong, Hong Kong is set out on pages 18 to 20 of this circular.

The letter from the Independent Board Committee is set out on page 8 of this circular.

The letter from Vinco Capital is set out on pages 9 to 17 of this circular.

Whether or not you are able to attend the meeting, 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 meeting to the office of the Company’s branch 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 meeting in person should you so wish.

This circular will remain on the “Latest Company Announcements” page of the website of the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited at www.hkgem.com for at least 7 days from the date of its publication.

1 April 2011

* For identification purpose only

CONTENTS

	Page
Characteristics of GEM...............................................................................................................	ii
Definitions......................................................................................................................................	1
Letter from the Board..................................................................................................................	4
Letter from the Independent Board Committee......................................................................	8
Letter from Vinco Capital...........................................................................................................	9
Notice of Extraordinary General Meeting................................................................................	18

– i –

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.

– ii –

DEFINITIONS

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

the annual general meeting of the Company held on 4 August 2010

“AGM” the annual general meeting of the Company held on 4 August 2010 “associates” has the meaning ascribed thereto in the GEM Listing Rules “Articles” the articles of association of the Company as amended from time to time “Board” the board of Directors “Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands “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 “Current Issue Mandate” the general mandate approved and granted to the Directors at the AGM to allot, issue and deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the AGM “Director(s)” director(s) of the Company “EGM” the extraordinary general meeting of the Company convened to be held at 10:00 a.m. on Tuesday, 19 April 2011 for the Shareholders to consider and, if thought fit, approve the grant of the General Mandate “GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “General Mandate” a general and unconditional mandate proposed to be granted to the Directors at the EGM to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

• “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 General Mandate

• “Independent Shareholders” Shareholders other than any controlling Shareholders or their associates or, where there are no controlling Shareholders, any Directors who shall hold Shares as at the date of the EGM and their respective associates

• “Independent Third Party” a person who is not a connected person of the Company and is independent of and not connected with the Company and its connected persons

• “Latest Practicable Date” 30 March 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Placees” the placee(s) to be procured by the Placing Agent under the Placing

• “Placing” the placing of the Placing Shares pursuant to the Placing Agreement

• “Placing Agent” Sun Hung Kai Investment Services Limited, a company incorporated in Hong Kong, which is a licensed corporation to carry on type 1 (dealing in securities) and type 4 (advising on securities) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Placing Agreement” a placing agreement between the Company and the Placing Agent dated 17 September 2010 in relation to the Placing

• “Placing Shares” a maximum of 313,140,000 new Shares

• “Share(s)” ordinary share(s) of HK$0.10 in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s)

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

• “Target Company” 上海萬全保險經紀有限公司(Shanghai Wanquan Insurance Brokers Limited), a company established in the PRC with limited liability on 28 May 2010

– 2 –

DEFINITIONS

“Vinco Capital”	Grand Vinco Capital Limited, a wholly-owned subsidiary of
	the Vinco Financial Group Limited (stock code: 8340), a
	licensed corporation to carry out business in type 1 (dealing in
	securities) and type 6 (advising on corporate finance) regulated
	activities under the Securities and Futures Ordinance (Chapter
	571 of the Laws of Hong Kong), being the independent financial
	adviser to the Independent Board Committee and the
	Independent Shareholders in relation to the proposed
	refreshment of the General Mandate
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 3 –

LETTER FROM THE BOARD

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

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8103)

Executive Directors: Mr. Wong Chung Wai, Eric (Chairman) Mr. Chan Yun Sang Mr. Choi King Lit Mr. Han Fangfa

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

Non-executive Director:

Dr. Pan Jin

Independent non-executive Directors:

Mr. Yan Yonghong Mr. Tang Sze Lok Mr. Lee Kwok Yung Mr. Chan Wai Kwong, Peter

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

1 April 2011

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed refreshment of the General Mandate and to give you the notice of the EGM.

REFRESHMENT OF THE GENERAL MANDATE

Pursuant to an ordinary resolution passed by the Shareholders at the AGM, the Directors were granted the Current Issue Mandate to allot and issue up to 313,140,000 Shares. There had not been any refreshment of general mandate to issue Shares since the AGM up to the Latest Practicable Date.

* For identification purpose only

– 4 –

LETTER FROM THE BOARD

As set out in the announcement of the Company dated 20 September 2010, the Company and the Placing Agent entered into the Placing Agreement, pursuant to which the Placing Agent has agreed to place, on a best effort basis, up to 313,140,000 Placing Shares at the placing price of HK$0.271 per Placing Share, and such Shares would be issued pursuant to the Current Issue Mandate. As stated in the announcement of the Company dated 13 October 2010, completion of the Placing has been taken place on 13 October 2010 and an aggregate of 76,520,000 Placing Shares have been allotted and issued.

As set out in the announcement of the Company dated 11 February 2011, the Company entered into an agreement for the acquisition of 20% of the registered capital of the Target Company and on 10 March 2011, completion of such acquisition took place and an aggregate of 142,857,140 new Shares have been allotted and issued, credited as fully paid, by the Company to satisfy part of the consideration.

Accordingly, the Current Issue Mandate has been utilized to the extent that only 93,762,860 Shares, representing approximately 4.3% of the issued share capital of the Company as at the Latest Practicable Date, remain outstanding under the Current Issue Mandate as at the Latest Practicable Date. As at the Latest Practicable Date, the Company had an aggregate of 2,198,484,547 Shares in issue and does not intend to further utilize the Current Issue Mandate after the Latest Practicable Date.

In order to allow the flexibility to raise further capital to finance future investments and/or for future business development, the Company wishes to seek approval of the Shareholders at the EGM to grant the General Mandate to the Directors. Based on the total number of issued Shares as at the Latest Practicable Date (i.e. 2,198,484,547 Shares) and assuming that the Company does not issue or repurchase any Shares prior to the EGM from the Latest Practicable Date, the General Mandate, if granted, will allow the Directors to issue and allot up to 439,696,909 new Shares. However, the Company does not have any immediate plans for any new issue of Shares under the General Mandate.

The General Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the end of the period within which the Company is required by the Companies Law or the Articles to hold its next annual general meeting; and (c) when revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

EGM

The EGM will be held at 10:00 a.m. on Tuesday, 19 April 2011 at 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong, the notice of which is set out on pages 18 to 20 of this circular, for the Shareholders to consider and approve, if thought fit, the grant of the General Mandate.

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

According to Rule 17.42A(1) of the GEM Listing Rules, any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent nonexecutive Directors) and the chief executive of the Company and their respective associates (as defined in the GEM Listing Rules) shall abstain from voting in favour of the resolution to approve the General Mandate and such resolution shall be voted on by way of a poll.

– 5 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, to the best knowledge, belief and information of the Directors, there was no controlling Shareholder and apart from (i) Mr. Wong Chung Wai, Eric, an executive Director, was beneficially interested in 2,000,000 issued Shares (representing approximately 0.10% of the issued share capital of the Company as at the Latest Practicable Date); and (ii) Mr. Chan Yun Sang, an executive Director, was beneficially interested in 2,000,000 issued Shares (representing approximately 0.10% of the issued share capital of the Company as at the Latest Practicable Date), none of the Directors and the chief executive of the Company and/or their respective associates was interested in any issued Shares. Accordingly, Mr. Wong Chung Wai, Eric, Mr. Chan Yun Sang and any Directors who shall hold Shares as at the date of the EGM and associates of the Directors are required to abstain from voting in favour of the resolution at the EGM, and such resolution shall be voted by way of poll.

The Independent Board Committee comprising Mr. Yan Yonghong, Mr. Tang Sze Lok, Mr. Lee Kwok Yung and Mr. Chan Wai Kwong, Peter, all being independent non-executive Directors has been established to advise the Independent Shareholders on the grant of the General Mandate. Vinco Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the grant of the General Mandate.

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 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

Your attention is drawn to the letter of recommendation from the Independent Board Committee set out on page 8 of this circular and the letter of advice from Vinco Capital set out on pages 9 to 17 of this circular, which contains, among other matters, its advice to the Independent Board Committee in relation to the proposed refreshment of the General Mandate and the principal factors considered by it in arriving at its recommendation.

The Directors are of the opinion that the proposed refreshment of the General Mandate is in the best interests of the Company and its Shareholders and recommend you to vote for the resolution relating to the grant of the General Mandate to be proposed at the EGM.

– 6 –

LETTER FROM THE BOARD

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.

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

– 7 –

LETTER FROM THE 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)

1 April 2011

To the Independent Shareholders

Dear Sir/Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

We have been appointed as the Independent Board Committee to advise the Independent Shareholders in connection with the proposed refreshment of the General Mandate, details of which are set out in the circular of the Company to the Shareholders dated 1 April 2011 (“ 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 Vinco Capital in relation thereto as set out in the Circular, we are of the view that the proposed refreshment of the General Mandate is fair and reasonable, so far as the Independent Shareholders are concerned and that the proposed refreshment of the General Mandate is in the interests of the Company and the Independent Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote for the resolution to be proposed at the EGM to approve the proposed refreshment of the General Mandate.

Yours faithfully,

Mr. Yan Yonghong Mr. Tang Sze Lok Mr. Lee Kwok Yung Mr. Chan Wai Kwong, Peter Independent Independent Independent Independent non-executive non-executive non-executive non-executive Director Director Director Director

* For identification purpose only

– 8 –

LETTER FROM VINCO CAPITAL

The following is the text of a letter of advice from Vinco Capital to the Independent Board Committee and the Independent Shareholders in connection with the proposed refreshment of the General Mandate to Issue Shares, which has been prepared for the purpose of incorporation in this circular.

Grand Vinco Capital Limited Units 4909-4910, 49/F., The Center 99 Queen’s Road Central, Hong Kong

1 April 2011

To the Independent Board Committee and the Independent Shareholders of Tai Shing International (Holdings) Limited

Dear Sirs,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

A. INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the proposed refreshment of the General Mandate, details of which are set out in the section headed “Letter from the Board” in the circular (“Circular”) issued by the Company to the Shareholders dated 1 April 2011 of which this letter forms part. Capitalised terms used in this letter shall have the same meanings ascribed to them in the Circular unless the context otherwise requires.

As set out in the announcement of the Company dated 20 September 2010, the Company and the Placing Agent entered into the Placing Agreement, pursuant to which the Placing Agent has agreed to place, on a best effort basis, up to 313,140,000 Shares at the placing price of HK$0.271 per Placing Share, and such Shares would be issued pursuant to the Current Issue Mandate. As stated in the announcement of the Company dated 13 October 2010, completion of the Placing has been taken place on 13 October 2010 and an aggregate of 76,520,000 Placing Shares have been placed.

On 11 February 2011, the Company announced that the Company has entered into an agreement for the acquisition of 20% of the registered capital of the Target Company and such acquisition is completed on 10 March 2011 by allot and issue of an aggregate of 142,857,140 new Shares, credited as fully paid, by the Company to satisfy part of the consideration.

– 9 –

LETTER FROM VINCO CAPITAL

Accordingly, the Current Issue Mandate has been utilised to the extent that only 93,762,860 Shares, representing approximately 4.3% of the issued share capital of the Company as at the Latest Practicable Date, remain outstanding under the Current Issue Mandate as at the Latest Practicable Date. If the Current Issue Mandate is not refreshed, the Company would only be allowed to allot and issue up to 93,762,860 new Shares under the general mandate. In order to allow the flexibility to raise further capital through the issue of new Shares to finance its future investments and/or for future business development, the Board proposes to grant the General Mandate to allow the Directors to issue and allot new Shares not exceeding 20% of the issued share capital of the Company at the date of EGM.

In accordance with Rule 17.42A of the GEM Listing Rules, the grant of the General Mandate requires the approval of the Independent Shareholders by way of a poll at the EGM, at which any controlling Shareholders and their associates, or where there are no controlling shareholders, the directors (excluding independent non-executive directors) and the chief executives of the Company and their respective associates shall abstain from voting in favour of the resolution approving the grant of the General Mandate. As at the Latest Practicable Date, save as Mr. Wong Chung Wai, Eric, an executive Director, was beneficially interested in 2,000,000 issued Shares (representing approximately 0.10% of the issued share capital of the Company); and Mr. Chan Yun Sang, an executive Director, was beneficially interested in 2,000,000 issued Shares (representing approximately 0.10% of the issued share capital of the Company), no other executive Director or chief executive of the Company or their respective associates were interested in any issued Shares. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Company does not have any controlling Shareholders and Mr. Wong Chung Wai, Eric, Mr. Chan Yun Sang and their respective associates are thus required to abstain from voting in favour of the relevant resolution approving the grant of the General Mandate at the EGM. As at the Latest Practicable Date, we were advised by the Company that neither Mr. Wong Chung Wai, Eric and Mr. Chan Yun Sang, nor their associates had indicated that they would vote against the resolution of the grant of the General Mandate at the EGM.

The Independent Board Committee, comprising Mr. Yan Yonghong, Mr. Tang Sze Lok, Mr. Lee Kwok Yung and Mr. Chan Wai Kwong, Peter, all being the independent non-executive Directors, has been formed to advise the Independent Shareholders as to whether the grant of the General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and whether the grant of the General Mandate is in the interests of the Company and the Independent Shareholders as a whole.

– 10 –

LETTER FROM VINCO CAPITAL

B. BASIS OF OUR OPINION AND RECOMMENDATION

In forming our opinion and recommendation, we have relied on the information, facts and representations contained or referred to in the Circular and the information, facts and representations provided by, and the opinions expressed by the Directors, management of the Company and its subsidiaries. We have assumed that all information, facts, opinions and representations made or referred to in the Circular were true, accurate and complete at the time they were made and continued to be true, accurate and complete as at the date of the Circular and that all expectations and intentions of the Directors, management of the Company and its subsidiaries, will be met or carried out as the case may be. We have no reason to doubt the truth, accuracy and completeness of the information, facts, opinions and representations provided to us by the Directors, management of the Company and its subsidiaries. The Directors have confirmed to us that no material facts have been omitted from the information supplied and opinions expressed. We have no reason to doubt that any relevant material facts have been withheld or omitted from the information provided and referred to in the Circular or the reasonableness of the opinions and representations provided to us by the Directors, management of the Company and its subsidiaries.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading.

We have relied on such information and opinions and have not, however, conducted any independent verification of the information provided, nor have we carried out any independent investigation into the business, financial conditions and affairs of the Group or its future prospect.

Based on the foregoing, we confirm that we have taken all reasonable steps, which are applicable to the grant of the General Mandate, as referred to in Rule 17.92 of the GEM Listing Rules (including the notes thereto).

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the grant of the General Mandate and, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without prior written consent.

– 11 –

LETTER FROM VINCO CAPITAL

C. PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the grant of the General Mandate, we have taken into consideration the following principal factors and reasons:

1. Background of and reasons for the grant of the General Mandate

The Company is an investment holding company and the subsidiaries of which are principally engaged in the provision of systems development including maintenance and installation as well as consulting service and provision of professional services including information technology engineering and technical support services.

At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Current Issue Mandate to issue and allot up to 313,140,000 Shares, representing 20% of the aggregate nominal amount of the issued share capital of the Company of 1,565,700,000 Shares as at the date of the AGM.

As set out in the announcement of the Company dated 20 September 2010, the Company and the Placing Agent entered into the Placing Agreement, pursuant to which the Placing Agent has agreed to place, on a best effort basis, up to 313,140,000 Shares at the placing price of HK$0.271 per Placing Share, and such Shares would be issued pursuant to the Current Issue Mandate. As stated in the announcement of the Company dated 13 October 2010, completion of the Placing has been taken place on 13 October 2010 and an aggregate of 76,520,000 Placing Shares have been placed. Additionally, on 11 February 2011, the Company has announced that an aggregate of 142,857,140 new Shares were allotted and issued, credited as fully paid, by the Company to satisfy part of the consideration of the acquisition of 20% of the registered capital of the Target Company, details of which has been completed on 10 March 2011. Accordingly, the Current Issue Mandate has been utilised to the extent that only 93,762,860 Shares, representing approximately 4.3% of the issued share capital of the Company as at the Latest Practicable Date, remain outstanding under the Current Issue Mandate.

Given that there has not been any refreshment of the Current Issue Mandate since the AGM, if the Current Issue Mandate is not refreshed, only 93,762,860 Shares, representing 4.3% of the aggregate issued share capital of the Company as at the Latest Practicable Date, may be further issued and allotted by the Directors under the Current Issue Mandate. In order to maintain the financial flexibility to raise further capital to finance the Group’s future investments and/or future business developments, the Directors proposed to seek the approval of the Independent Shareholders at the EGM for the grant of the General Mandate.

– 12 –

LETTER FROM VINCO CAPITAL

As at the Latest Practicable Date, the Company had an aggregate of 2,198,484,547 Shares in issue. Subject to the passing of the ordinary resolution for the grant of the General Mandate and on the assumption that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date and up to the date of the EGM (both dates inclusive), the Directors would be granted the authority to allot and issue up to 439,696,909 new Shares under the General Mandate, being 20% of the aggregate number of issued Shares as at the date of the EGM.

2. Fund-raising activities of the Company in the past twelve months

Set out below are the fund-raising activities of the Company during the past twelve months immediately prior to the Latest Practicable Date:

		Net proceeds		Actual use of proceeds
Date of		raised	Intended use of	as at the Latest
announcement	Event	(approximately)	proceeds	Practicable Date
20 September 2010	Placing of 76,520,000	HK$20.2 million	To finance future	Not yet utilised and will
	Shares at HK$0.271		investments and/or	be used as intended
	per Placing Share		for future business
	under a general mandate		development
5 May 2010	Subscription of	HK$25 million	To finance future	Not yet utilised and will
	100,000,000 Shares		investments and/or	be used as intended
	at HK$0.265 per Share		for future business
	under a specific mandate		development
28 April 2010	Placing of 30,000,000	HK$7.63million	To finance future	HK$5 million has been
	Shares at HK$0.265		investments and/or	utilised for the
	per Share		for future business	acquisition of 20% of the
	under a general mandate		development	registered capital of
				Shanghai Wanquan
				Insurance Brokers
				Limited (details of which
				are set out in the
				Company’s
				announcement dated
				11 February 2011) and
				the remaining proceeds
				will be utilised as
				intended
23 April 2010	Placing and Subscription	HK$33.27 million	To finance future	HK$27 million has been
	of 130,000,000 Shares		investment and/or for	utilised for acquiring the
	at HK$0.265 per Share		future business	entire issued share
	under a general mandate		development	capital of High Pacific
				Limited and the
				remaining net proceeds
				have been used as
				general working capital
				of the Group

– 13 –

LETTER FROM VINCO CAPITAL

Save as disclosed above, the Directors confirmed that the Company has not conducted any other fund raising activities during the past twelve months immediately prior to the Latest Practicable Date. As advised by the Directors, we noted that the total net proceeds of the fund raising activities, which amounted to approximately HK$86.1 million, has been utilised as to (i) approximately HK$32 million for acquisition; (ii) approximately HK$6.27 million for general working capital of the Group; and (iii) approximately HK$47.83 million has not yet utilised and has been maintain at bank. As indicated in the table above, we are of the view that the actual use of net proceeds were largely in line with the intended use of net proceeds as stated in their respectively announcements of the abovementioned fund raising activities.

As stated in the interim report 2010 of the Company (the “Interim Report 2010”), the bank and cash balances and the current liabilities of the Group were approximately HK$13.64 million and HK$86.55 million as at 30 September 2010 respectively. In addition, we also note that the Group has raised total net proceeds of approximately HK$20.2 million from placing in relation to the announcement dated 20 September 2010 which was completed on 13 October 2010 during the period from 30 September 2010 to the Latest Practicable Date. As noted from Interim Report 2010 and as discussed with the Directors, we were given to understand that, the Company continue the Group’s existing business in the security and surveillance system and, leverage on its existing expertise and experience in the IT consultancy sector, expand its existing business into the insurance market in the PRC. We also noted that the Group takes a conservative and cautious approach in looking for new business opportunities. Although the Company does not have any concrete plan in relation to the scale of investment, the Company wishes to put in place more flexible measures which will allow the Company to raise funds in a timely manner when any possible investment opportunities arise.

As discussed with the Directors, the Directors confirmed that the existing cash resources of the Group are sufficient for it to conduct its daily operations and the Group has sufficient working capital to meet its present requirements. However, the Directors cannot preclude the possibilities that the current financial resources are inadequate for a large scale investment and additional funding may still be needed for investment opportunities and/ or business developments arise in the future. In the event that the Company identifies a suitable investment opportunity but does not have sufficient financial resources on hand, or is unable to obtain loan financing on acceptable terms, or cannot find other alternatives to finance the acquisition of such investment opportunity in a timely manner, the Company may lose its opportunities in an otherwise favourable investment and a favourable opportunity to expand its business portfolio. In light of the current financial position, which are inadequate for large scale investment opportunities and/or business developments arise in the future, and the intention of seeking potential investment opportunities for existing business development of the Group, the Directors believe that the grant of General Mandate is essential so that should future funding needs arise or attractive terms for investment become available, the Directors will be able to seize such fund raising opportunity in a timely manner. Accordingly, we concur with the Directors’ view that the grant of the General Mandate is in the best interests of the Company and the Independent Shareholders as a whole.

– 14 –

LETTER FROM VINCO CAPITAL

3. Financial flexibility

The Directors believe that the grant of the General Mandate will provide the Company with necessary financial flexibility to raise additional funds through the issue of new Shares for its future business development as and when an opportunity arises.

As advised by the Directors, no specific target has been identified as at the Latest Practicable Date but if any potential investors offer attractive terms for investment in the Shares subject to the market conditions, the Directors will consider and may conduct an equity fund raising exercise by issuing new Shares, the proceeds of which may be used as general working capital and/or supporting the Group’s future business development. The Directors consider that funding requirement or appropriate investment opportunities may or may not raise at any time prior to the next annual general meeting and decision may have to be made within a limited period of time in such event. The Directors therefore believe that the grant of General Mandate will provide flexibility in the source of funding and allow the Company to grasp any potential opportunities in a timely manner.

4. Other financing alternatives

We have enquired into the Directors and the Directors have considered equity financing to be an important avenue of resources for the Group since its non-interest bearing nature. In appropriate circumstances, the Group will also consider other financing methods such as debt financing or internal cash resources to fund its future investment and/or business development. While sufficient for its present requirements, there is no certainty that such cash resources will be adequate or other financing alternatives will be available for appropriate investment that may be identified by the Company in the future. In addition, debt financing may incur interest burden on the Group and it may subject to lengthy due diligence and negotiations with the banks with reference to the Group’s financial position, capital structure and the financial market condition at that time. Furthermore, the Directors are of the view that equity financing has merits over bank/debt financing to fund the Group’s capital needs as the former could broaden the shareholder base of the Company without creating any additional interest burden to the Company. On the other hand, the Directors consider that equity financing such as issuance of new Shares may be an appropriate means to fund any investment opportunities and/or business developments of the Group.

In this regard, we consider that the grant of the General Mandate will provide the Company an additional financing alternative for the Company to raise funds for its future investments or business developments and it is reasonable for the Company to have the flexibility in deciding the best financing methods for any future investments or business developments. Accordingly, we are of the view that the grant of the General Mandate is in the interests of the Company and the Independent Shareholders as a whole.

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LETTER FROM VINCO CAPITAL

5. Potential dilution to shareholdings of the public Shareholders

Set out below is a table illustrating the shareholdings of the Company as at the Latest Practicable Date and, for illustrative purpose, assuming no further Shares will be issued or repurchased by the Company after the Latest Practicable Date and up to the date of the EGM, the potential dilution effect immediately after full utilisation of the General Mandate:

Galaxy Asset Management (H.K.) Ltd.(Note 1) Zhang He Kang Zhaohao Resuccess Investments Ltd. (Note 2) Wang Yusha Public Shareholders Shares that may be issued under the Issue Mandate Other public Shareholders Total	As at the Latest Practicable Date Number of Shares Approximate % 238,670,000 10.86% 114,718,519 5.22% 166,660,000 7.58% 158,900,000 7.23% 142,857,140 6.50% — — 1,376,678,888 62.62% 2,198,484,547 100.00%	Immediately after full utilisation of the Issue Mandate Number of Shares Approximate % 238,670,000 9.05% 114,718,519 4.35% 166,660,000 6.32% 158,900,000 6.02% 142,857,140 5.41% 439,696,909 16.67% 1,376,678,888 52.18% 2,638,181,456 100.00%	Immediately after full utilisation of the Issue Mandate Number of Shares Approximate % 238,670,000 9.05% 114,718,519 4.35% 166,660,000 6.32% 158,900,000 6.02% 142,857,140 5.41% 439,696,909 16.67% 1,376,678,888 52.18% 2,638,181,456 100.00%
			100.00%

Note:

1. Galaxy China Special Situations Fund SPC (“Galaxy Fund I”) and Galaxy China Deep Value Fund (“Galaxy Fund II”) (which are managed by the same fund manager, Galaxy Asset Management (H.K.) Ltd.) in aggregate, were interested in 238,670,000 shares, comprising 110,000,000 Shares held by Galaxy Fund I and 128,670,000 Shares held by Galaxy Fund II.

2. Resuccess Investments Ltd. is a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Tsinghua Tongfang Co. Ltd.

The aggregate shareholding of the other public Shareholders will decrease from approximately 62.62% as at the Latest Practicable Date to approximately 52.18% immediately after full utilisation of the General Mandate, indicating a potential maximum dilution of approximately 10.44%. Taking into account the potential benefits of the granting of the General Mandate as discussed above and the fact that the shareholdings of all Shareholders will be diluted proportionally to their respective shareholdings upon full utilisation of the General Mandate, we consider such maximum potential dilution to the shareholdings of the Shareholders to be acceptable.

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LETTER FROM VINCO CAPITAL

D. CONCLUSION

Having considered the above principal factors and reasons, we are of the view that the granting of the General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and that the granting of the General Mandate is in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders, and the Independent Shareholders, to vote in favour of the ordinary resolution to be proposed at the EGM to approve the granting of the General Mandate.

Yours faithfully, For and on behalf of Grand Vinco Capital Limited Alister Chung Managing Director

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NOTICE OF EXTRAORDINARY 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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Tai Shing International (Holdings) Limited (“ Company ”) will be held at 10:00 a.m. on Tuesday, 19 April 2011 at 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong to consider and, if thought fit, approve the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

1. THAT :

2. (a) the general mandate granted to the directors of the Company to allot, issue and deal with the unissued shares of the Company pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 4 August 2010 be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

3. (b) subject to paragraph (d) below, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with the unissued shares in the capital of the Company (each a “ Share ”) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

4. (c) the approval in paragraph (b) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers after the expiry of the Relevant Period;

5. (d) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (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 defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution and the authority pursuant to paragraph (b) of this resolution shall be limited accordingly; and:

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (e) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the 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 Companies Law or any other applicable law of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by the shareholders 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, 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 whose names appear on the Company’s register of members on a fixed record date in proportion to their holdings of Shares (subject to such exclusion 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 of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

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

Hong Kong, 1 April 2011

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive 1504, 15/F P.O. Box 2681 The Center Grand Cayman KY1-1111 99 Queen’s Road Central Cayman Islands Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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. Wong Chung Wai, Eric (Chairman) Mr. Chan Yun Sang Mr. Choi King Lit Mr. Han Fangfa

Non-executive Director:

Dr. Pan Jin

Independent non-executive Directors: Mr. Yan Yonghong Mr. Tang Sze Lok Mr. Lee Kwok Yung Mr. Chan Wai Kwong, Peter

This announcement will remain on the “Latest Company Announcements” page of the website of the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited at www.hkgem.com for at least 7 days from the date of its publication.

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