hmvod Limited — Proxy Solicitation & Information Statement 2012

Feb 7, 2012

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 ISSUE OF UNLISTED WARRANTS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at 10:00 a.m. on 24 February 2012 at 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong is set out on pages 14 to 16 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.

8 February 2012

* For identification purpose only

CONTENTS

	Page
Characteristics of GEM...............................................................................................................	1
Definitions......................................................................................................................................	2
Letter from the Board..................................................................................................................	4
Notice of Extraordinary General Meeting................................................................................	14

– 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.

– 1 –

DEFINITIONS

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

• “associate(s)” having the meaning ascribed thereto in the GEM Listing Rules

• “Board” the board of Directors

“Company”

Tai Shing International (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on GEM

• “connected person(s)” having the meaning ascribed thereto in the GEM Listing Rules

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

• “EGM”

the extraordinary general meeting of the Company to be held at 10:00 a.m. on 24 February 2012 for the Shareholders to consider and, if thought fit, approve the creation of the Warrants and the allotment and issue of the Shares upon exercise the rights attached to the Warrants, the notice of which is set out on pages 14 and 16 of this circular

• “GEM”

the Growth Enterprise Market operated by the Stock Exchange

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

• “Group” the Company and its subsidiaries

• “Hong Kong”

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

• “Independent Third Party(ies)”

• party or parties independent of and not connected with the Company and its connected persons and their respective associates

• “Instrument”

• the deed poll constituting the Warrants to be executed by the Company upon completion of the Placing

• “Latest Practicable Date”

• 2 February 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Placee(s)”

any person or entity whom the Placing Agent and/or any of its agent(s) has procured to subscribe for any of the Warrants

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DEFINITIONS

“Placing” the offer by way of a placing of the Warrants in registered form to independent professional, institutional and other investors on the terms and subject to the conditions set out in the Placing Agreement “Placing Agent” Grand Vinco Capital Limited, a wholly-owned subsidiary of Vinco Financial Group Limited (Stock Code: 8340) and a licensed corporation licensed to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO “Placing Agreement” the placing agreement for the placing of the Warrants dated 18 January 2012 entered into between the Company and the Placing Agent “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary shares of the Company of HK$0.05 each “Shareholder(s)” holder(s) of the Share(s) “Specific Mandate” the mandate to issue the Warrants and to allot and issue the shares of the Company upon exercise of the subscription rights attaching to the Warrants “Stock Exchange” The Stock Exchange of Hong Kong Limited “Warrant(s)” unlisted warrants to be issued by the Company at an issue price of HK$0.02, each entitles the holder thereof to subscribe in cash for one Share at an initial subscription price of HK$0.19, subject to adjustment, at any time for a period of three years commencing from the date of allotment and issue of the Warrants

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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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: Mr. Chan Yun Sang (Chairman) Mr. Han Fangfa Ms. Ju Lijun Mr. Liu Bo Ms. Huang Miaochan

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. Tang Sze Lok Mr. Chan Wai Kwong, Peter Mr. Xu Jingbin Ms. Hu Yun

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

8 February 2012

Dear Sir or Madam,

PROPOSED ISSUE OF UNLISTED WARRANTS

INTRODUCTION

Reference is made to the announcement of the Company dated 18 January 2012 in relation to the Placing. This circular is to provide you with information regarding the Placing and to give you the notice of the EGM.

* For identification purpose only

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LETTER FROM THE BOARD

PROPOSED PLACING OF UNLISTED WARRANTS

Placing Agreement

1. Date

18 January 2012

2. Issuer

The Company

3. Placing Agent and basis of placing

Grand Vinco Capital Limited has been appointed to act, on a best-effort basis, as placing agent of the Company for the Placing. The Placing Agent will receive a placing commission of HK$100,000, which is arrived at after arm’s length negotiations between the parties to the Placing Agreement. The Directors are of the view that the placing commission is fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

To the best of the Directors’ knowledge, information and belief having made all reasonable inquiries, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

4. The Warrants

Number of Warrants and A total number of up to 57,380,000 Warrants underlying Shares: conferring the right to subscribe for up to HK$10,902,200 in aggregate for Shares (i.e. up to 57,380,000 Shares).

Exercise of the subscription rights of the 57,380,000 Warrants in full will require the Company to allot and issue 57,380,000 Shares. Such Shares represent (i) approximately 18.10% of the existing issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 15.33% of the existing issued share capital of the Company as enlarged by the allotment and issue of Shares upon the exercise of the subscription rights attaching to the Warrants in full assuming there will not be any change in the issued share capital of the Company prior to such allotment and issue.

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LETTER FROM THE BOARD

Status:

The Warrants will be constituted by way of deed poll to be executed by the Company. The Warrants will rank pari passu in all respects among themselves.

Issue price:

HK$0.02 per Warrant payable in cash.

Subscription price and right:

Each Warrant will carry the right to subscribe for one Share at an initial subscription price of HK$0.19 per Share, subject to adjustment upon occurrence of certain events, including:

• (i) an alteration of the nominal amount of the Shares by reason of any consolidation or subdivision;

• (ii) an issue (other than in lieu of a cash dividend) by the Company of Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund);

• (iii) a capital distribution (as described in the Instrument) being made by the Company, whether on a reduction of capital or otherwise, to the Shareholders in their capacity as such;

• (iv) an offer or grant being made by the Company to the Shareholders by way of rights or of options or warrants to subscribe for new Shares at a price which is less than 80% of the market price (calculation as provided in the Instrument);

• (v) an issue wholly for cash being made by the Company or any other company of securities convertible into or exchangeable for or carrying rights of subscription for new Shares, if in any case the total effective consideration per Share is less than 80% of the market price (calculation as provided in the Instrument), or the terms of any such issue being altered so that the said total effective consideration is less than 80% of the market price;

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LETTER FROM THE BOARD

• (vi) an issue being made by the Company wholly for cash of Shares (other than pursuant to any employee share option scheme) at a price less than 80% of the market price (calculation as provided in the Instrument); and

• (vii) a cancellation of any Shares repurchased by the Company (other than on the Stock Exchange or any stock exchange recognised for such purpose) in circumstances where the Directors consider that it may be appropriate to make an adjustment to the subscription price.

Any adjustment to the subscription price shall be certified either (at the option of the Company) by the auditors or by an approved merchant bank.

Lot size and minimum subscription:

Issued in board lot of HK$1,900 of subscription rights of the Warrants or its integral multiples and the minimum amount of Warrants required to be subscribed for by any one Placee shall be one board lot of Warrants.

Subscription period:

The subscription rights attaching to the Warrants may be exercised at any time from the date of issue of the Warrants until 4:00 p.m. (Hong Kong time) on the day falling on the day immediately preceding the third anniversary of the date of issue of the Warrants (or, if such day is not a business day, the business day immediately preceding such day).

Rights of Shares on exercise of Warrants:

The Shares that fall to be issued upon the exercise of the subscription rights attaching to the Warrants will rank pari passu in all respects with the Shares in issue on the exercise date except that they will not be entitled to any rights or entitlement to dividends or other rights or distributions the record date for which precedes the exercise date.

Transferability:

The Warrants can be freely transferred provided that any transfer of the Warrants to any connected person shall be subject to the requirements that the Stock Exchange may impose from time to time.

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LETTER FROM THE BOARD

Rights upon liquidation:

• (a) If an effective resolution is passed for the voluntary winding up of the Company and if such winding up is for the purpose of reconstruction or amalgamation pursuant to a scheme of arrangement to which the holders of the Warrant (or their nominee) will be a party or in conjunction with which a proposal is made to the holders of the Warrants and is approved by a special resolution passed by such holders, the terms of such scheme of arrangement or (as the case may be) proposal will be binding on all of them.

• (b) In the event a notice is given by the Company to the Shareholders to convene a shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company during the subscription period, the Company shall give notice thereof to each holder of Warrants and, thereupon every such holder shall be entitled to, at any time up to close of business on the second business day before such general meeting, by irrevocable surrender of his Warrant certificate(s) to the Company with the subscription form(s) duly completed, together with payment of the subscription price or the relative portion thereof, exercise the subscription rights represented by such Warrant certificate to the extent specified in the subscription form(s) and the Company shall as soon as possible and in any event no later than the day immediately prior to the date of the proposed shareholders’ meeting allot such number of Shares to the holders of Warrants which fall to be issued pursuant to the exercise of the subscription rights represented by such Warrants.

Call:

If at any time Warrants which have not been exercised carry rights to subscribe for Shares are equal to or less than HK$1,090,220, the Company may, on giving not less than three months’ notice, require the holder(s) of the Warrant(s) either to exercise their subscription rights or to allow them to lapse. On expiry of such notice, all unexercised Warrant(s) will be automatically cancelled.

– 8 –

LETTER FROM THE BOARD

Basis of pricing of the Warrants

The issue price is HK$0.02 per Warrant.

The aggregate of the issue price of HK$0.02 per Warrant and the initial subscription price of HK$0.19 per Warrant is HK$0.21. This represents (i) a discount of about 4.55% over the closing price of HK$0.22 per Share as quoted on the Stock Exchange on 18 January 2012, being the date of the Placing Agreement; (ii) a premium of about 10.53% over the average closing price of HK$0.19 per Share as quoted on the Stock Exchange for the last five trading days up to the trading day immediately prior to the date of the Placing Agreement and (iii) a discount of 13.22% to the closing price of the Shares on the Latest Practicable Date of HK$0.242.

The initial subscription price and the aggregate of it with the issue price were determined with reference to the prevailing market price of the Shares and were negotiated on an arm’s length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

Use of proceeds

The principal activities of the Group are the provision of systems development including maintenance and installation as well as consulting service, provision of professional services including information technology engineering and technical support services and licensing of information management systems targeted at insurance intermediaries.

Assuming that all of the 57,380,000 Warrants are placed with Placee(s) by the Company and based on the estimated expenses of approximately HK$0.4 million for the Placing, the gross proceeds and the net proceeds derived from the issue of the Warrants, which are estimated to HK$1.15 million and approximately HK$0.75 million, are intended to be used by the Company as general working capital.

The Company will receive additional approximately HK$10.9 million gross proceeds upon exercise in full of the subscription rights to be attached to the Warrants (assuming that 57,380,000 Warrants have been issued by the Company). The Company intends to use such proceeds as general working capital of the Group.

The net price of each Share to be issued upon the exercise of the Warrants, taking into account of the issue price of HK$0.02 per Warrant after deducting the expenses and based on the full exercise of the Warrants, will be approximately HK$0.20.

Reasons for the Placing

The Directors consider that the Placing is an appropriate means of raising additional working capital for the Company because it will not have an immediate dilutive effect on the shareholding of the existing Shareholders. In addition, apart from the net proceeds that will be raised immediately upon the Placing, the Company will be provided with additional working capital upon the exercise of the subscription rights to be attached to the Warrants.

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LETTER FROM THE BOARD

Independence of Placees

The Placing Agent will place the Warrants with not less than six Placees who and whose ultimate beneficial owners will be Independent Third Parties.

Mandate to allot and issue the Shares

The Warrants and the new Shares to be issued upon the exercise of the Warrants will be issued by the Company under the Specific Mandate to be sought from the Shareholders at the EGM.

Application for listing

No application will be made for the listing of the Warrants. Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares to be allotted and issued upon the exercise of the subscription rights attaching to the Warrants.

The Company confirmed that the Placing complies with Rules 21.02(1) and (2) of the GEM Listing Rules. The Company will make further announcement(s) upon completion of the Placing.

Conditions of the Placing and completion

Completion of the Placing is conditional upon:

• (i) the passing of the necessary resolution by the Shareholders to approve the allotment and issue of the Shares falling to be issued upon the exercise of the subscription rights attaching to the Warrants at the EGM;

• (ii) the Stock Exchange granting approval of the issue of the Warrants (if required) and granting or agreeing to grant the listing of, and permission to deal in, all the Shares falling to be issued on the exercise of the subscription rights attaching to the Warrants either unconditionally or subject to conditions to which the Placing Agent (acting reasonably) accepts; and

• (iii) the Company having received the gross proceeds of Placing in clear funds.

If any of the above conditions is not fulfilled by 5:00 p.m. on 31 March 2012 (Hong Kong time) (or such later time or date as the Company and the Placing Agent may agree), the Placing Agreement will terminate and the Placing will not proceed.

The Warrants will be created and issued to the Placees on the third business day (or such other day as may be agreed between the Company and the Placing Agent) after the day on which the Placing Agent is notified by the Company about the fulfillment of the above conditions.

– 10 –

LETTER FROM THE BOARD

Changes to the shareholding as a result of the Placing

(i) The existing shareholding structure of the Company; and (ii) the shareholding structure of the Company immediately after the exercise in full of the subscription rights attaching to the Warrants (assuming 57,380,000 Warrants have been placed and assuming that there will not be any change in the issued share capital of the Company (other than as a result of the allotment and issue of the Shares as a result of the exercise of the subscription rights attaching to the Warrants)) are as follows:

Mr. Chan Yun Sang_(Note)_ Placcees Other public Total:	Existing shareholding Approximate Number of percentage of Shares shareholding 200,000 0.06% — — 316,738,145 99.94% 316,938,145 100%	Immediately after the exercise in full of the subscription rights to be attached to the Warrants Approximate Number of percentage of Shares shareholding 200,000 0.05% 57,380,000 15.33% 316,738,145 84.62% 374,318,145 100%	Immediately after the exercise in full of the subscription rights to be attached to the Warrants Approximate Number of percentage of Shares shareholding 200,000 0.05% 57,380,000 15.33% 316,738,145 84.62% 374,318,145 100%
			100%

Note:

Mr. Chan Yun Sang is an executive Director.

Fund raising activities of the Company in the 12 months immediately preceding the date of the Placing Agreement

On 28 April 2011, the Company announced that it had entered into a placing agreement with Kingsway Financial Services Group Limited dated 27 April 2011. Pursuant to such placing agreement, the Company has allotted and issued a total of 393,500,000 shares of HK$0.005 each of the Company on 18 May 2011. The net proceeds received by the Company from such placing amounted to approximately HK$61.2 million and were intended to be used to finance future investments and/or for future business development and/or as general working capital. Approximately HK$25 million of such net proceeds have been utilized for payment of deposit for the acquisition of 51% equity interest in 青島博達保險 經紀有限公司 (unofficial English translation being Qingdao Boda Insurance Brokerage Company Limited), the details of which are disclosed in the announcements of the Company dated 23 May 2011, 24 June 2011 and 15 July 2011. The remaining net proceeds have been utilized as general working capital.

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LETTER FROM THE BOARD

On 23 November 2011, the Company announced that it had entered into a placing agreement with Metro Capital Securities Limited dated 23 November 2011. Pursuant to such placing agreement, the Company has allotted and issued a total of 12,820,000 Shares on 1 December 2011. The net proceeds received by the Company from such placing amounted to approximately HK$2.39 million and were intended to be used to finance future investments and/or for future business development and/or as general working capital. As at the Latest Practicable Date, all the net proceeds have been utilized as general working capital.

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.

EGM

The EGM will be held at 10:00 a.m. on 24 February 2012 at 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong for the Shareholders to consider and approve, if thought fit, the proposed Placing. The notice of the EGM is set out on pages 14 to 16 of this circular.

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

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder is required to abstain from voting 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 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.

There is (i) no voting trust or other arrangement or understanding entered into by or binding upon the above Directors and their associates; and (ii) no obligation or entitlement of the above Directors and their associates as at the Latest Practicable Date, whereby they have or may have temporarily or permanently passed control over the exercise of the voting right in respect of the above Shares to a third party, either generally or on a case-by-case basis.

At the Latest Practicable Date, there were no other Directors and their respective associates controlled or are entitled to exercise control over the voting rights in respect of the Shares and are required to abstain from voting in favour of the resolution for approving the Placing at the EGM.

COMPETING INTEREST

None of the Directors nor any of their respective associates has any interest in any business which competes or may compete with the business of the Group.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement are fair and reasonable and the Placing are in the best interests of the Company and its Shareholders as a whole. The Board recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM.

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 Chan Yun Sang Chairman and executive Director

– 13 –

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 24 February 2012 at 1504, 15/F, The Center, 99 Queen’s Road Central, Hong Kong to consider and, if thought fit, approve the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT conditional upon The Stock Exchange of Hong Kong Limited granting or agreeing to grant the approval for the listing of, and permission to deal in, all the shares of the Company falling to be issued on the exercise of the subscription rights attaching to the Warrants (as defined below), the directors of the Company be and are hereby authorised:

• (a) to create and issue warrants (“ Warrants ”) at an issue price of HK$0.02 per Warrant conferring rights to subscribe for shares of the Company of HK$0.05 each (each, a “ Subscription Share ”) up to an aggregate subscription money of HK$10,902,200 and such right being exercisable at any time before 4:00 p.m. on the day immediately prior to the third anniversary of the issue date of the Warrants (or, if such day is not a business day, the business day immediately preceding such day) at an initial subscription price of HK$0.19 per Subscription Share, subject to adjustment and subject to (i) the terms and conditions set out in the placing agreement (“ Placing Agreement ”) (a copy of which marked “A” is produced to meeting and initialed by the Chairman of the meeting for identification purpose) dated 18 January 2012 entered into between the Company and Grand Vinco Capital Limited (“ Placing Agent ”) in connection with the issue of the Warrants by way of private placement through the Placing Agent, on a best effort basis, and (ii) the terms and conditions set out in the warrant instrument (a draft of which marked “B” is produced to meeting and initialed by the Chairman of the meeting for identification purpose);

• (b) to allot and issue the Subscription Shares upon the exercise of the subscription rights attaching to the Warrants or any of them; and

* For identification purpose only

– 14 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) to do all such acts and things, to sign and execute all such documents or agreements or deeds on behalf of the Company as they may consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Placing Agreement and all the transactions contemplated thereunder.”

By order of the Board Tai Shing International (Holdings) Limited Chan Yun Sang Chairman and executive director

Hong Kong, 8 February 2012

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

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, the resolution to be proposed at the meeting convened by this notice will be voted on by way of poll.

– 15 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

As at the date of this notice, the board of directors (each, a “ Director ”) of the Company comprises the following Directors:

Executive Directors:

Mr. Chan Yun Sang (Chairman) Mr. Han Fangfa Ms. Ju Lijun Mr. Liu Bo Ms. Huang Miaochan

Non-executive Director:

Dr. Pan Jin

Independent non-executive Directors:

Mr. Tang Sze Lok Mr. Chan Wai Kwong, Peter Mr. Xu Jingbin Ms. Hu Yun

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited 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 notice 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 notice misleading.

This notice 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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