hmvod Limited — Proxy Solicitation & Information Statement 2011

Mar 11, 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 APPOINTMENT OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 30 March 2011at 10:00 a.m. is set out on pages 5 to 6 of this circular.

A form of proxy is also enclosed. 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 share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 17121716, 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.

14 March 2011

* For identification purpose only

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

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

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CONTENTS

	Page
Characteristics of GEM...............................................................................................................	i
Definitions......................................................................................................................................	1
Letter from the Board..................................................................................................................	2
Notice of Extraordinary General Meeting................................................................................	5

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DEFINITIONS

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

“Board”

the board of Directors

• “CCTH” CCTH CPA Limited

• “Change of Auditors”

the resignation of SHINEWING as auditors of the Company and the proposed appointment of CCTH as auditors of the Company following the resignation of SHINEWING upon the approval of the Shareholders by an ordinary resolution at the EGM and to hold office until the conclusion of the next annual general meeting of the Company

“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

• “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 Wednesday, 30 March 2011 for the Shareholders to consider and, if thought fit, approve the appointment of CCTH as the auditors of the Company and hold office until the conclusion of the next annual general meeting of the Company

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

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

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

• “Share(s)” ordinary share(s) of HK$0.005 in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s) “SHINEWING” SHINEWING (HK) CPA Limited “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

Executive Directors: Registered office: Mr. Wong Chung Wai, Eric (Chairman) Cricket Square Mr. Chan Yun Sang Hutchins Drive P.O. Box 2681 Non-executive Director: Grand Cayman KY1-1111 Dr. Pan Jin Cayman Islands

Non-executive Director: Dr. Pan Jin

Independent non-executive Directors: Principal place of business in Hong Kong: Mr. Yan Yonghong 1504, 15/F Mr. Tang Sze Lok The Center Mr. Lee Kwok Yung 99 Queen’s Road Central Mr. Chan Wai Kwong, Peter Hong Kong 14 March 2011

Dear Sir or Madam

PROPOSED APPOINTMENT OF AUDITORS

INTRODUCTION

Reference is made to the announcement of the Company dated 9 March 2011 in relation to the Change of Auditors. The purpose of this circular is to provide you with information regarding (i) the details of the Change of Auditors; and (ii) the notice of EGM.

PROPOSED APPOINTMENT OF AUDITORS

The Board announces that SHINEWING has resigned as the auditors of the Company with effect from 9 March 2011. The Board proposed to appoint CCTH as the new auditors of the Company to fill the casual vacancy following the resignation of SHINEWING and hold office until the conclusion of the next annual general meeting of the Company. Pursuant to the articles of association of the Company, the appointment of CCTH is subject to the approval by the Shareholders at the EGM.

* For identification purpose only

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LETTER FROM THE BOARD

REASON FOR THE CHANGE OF AUDITORS

The reason for the change of the Company’s auditors is due to the fact that the Company could not reach consensus with SHINEWING on the audit fee for the year ending 31 March 2011 and a lower audit fee chargeable by CCTH which the Board considers it be in the interest of the Company and the Shareholders as a whole.

SHINEWING has confirmed that there were no matters connected with the resignation that needed to be brought to the attention of the Shareholders. The Board also confirms that there is no disagreement between the Company and SHINEWING and there are no matters concerning the resignation of SHINEWING that need to be brought to the attention of the Shareholders. No audit work has been commenced by SHINEWING in respect of the audit of the financial statements of the Company and its subsidiaries for the year ending 31 March 2011.

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 30 March 2011 at 10:00 a.m. is set out on pages 5 to 6 of this circular. An ordinary resolution will be proposed at the EGM to approve the resolution in relation to the appointment of CCTH as the new auditors of the Company.

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 no Shareholder is required to abstain from voting in favour of the resolution to approve the Agreement 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.

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.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board is of the opinion that the Change of Auditors is in the best interests of the Company and its Shareholders as a whole and accordingly recommends the Shareholders to vote for the ordinary resolution approving the appointment of CCTH as the auditors of the Company at the EGM.

Yours faithfully For and on behalf of the Board Tai Shing International (Holdings) Limited Wong Chung Wai, Eric Executive 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 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 30 March 2011 at 10:00 a.m. to consider and, if thought fit, approve the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT CCTH CPA Limited be and is hereby appointed as auditors of the Company to fill the vacancy following the resignation of SHINEWING (HK) CPA Limited and to hold office until the conclusion of the next annual general meeting of the Company, and the board of directors of the Company be and is hereby authorised to fix the remuneration of the appointed auditors.”

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

Hong Kong, 14 March 2011

Registered office:	Head office and principal place
Cricket Square	of 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

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.

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. 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.

2. 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.

3. In compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, the resolution 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 of directors (“ Directors ”) of the Company comprises the following Directors:

Executive Directors: Mr. Wong Chung Wai, Eric (Chairman) Mr. Chan Yun Sang

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

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