hmvod Limited — Proxy Solicitation & Information Statement 2013

Feb 7, 2013

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)

PLACING OF NEW SHARES AND 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 28 February 2013 at 21/F, Malahon Centre, 10-12 Stanley Street, Hong Kong is set out on pages 18 to 20 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.

* for identification purpose only

8 February 2013

CHARACTERISTICS OF THE GEM OF THE STOCK EXCHANGE

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

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

– i –

TABLE OF CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . .		18

– ii –

DEFINITIONS

In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:

• “Acquisition”

• the acquisition by the Company of a business engaging in selling air tickets and hotel accommodations online in the PRC as set out in the Company’s announcement dated 21 November 2012

• “Announcement”

• The Company’s announcement dated 28 December 2012 relating to the Share Placing and Warrant Placing

• “associate(s)”

• has the meaning ascribed thereto under the GEM Listing Rules

• “Board” the board of Directors

• “Business Day”

• “Company”

• “connected person(s)

• a day (excluding Saturday and other general holidays in Hong Kong) on which banks in Hong Kong are generally open for business Tai Shing International (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability and the securities of which are listed on GEM has the meaning ascribed to it in the GEM Listing Rules

• “Directors”

• the directors of the Company and each a “Director”

• “EGM”

• the extraordinary general meeting of the Company to be held at 10:00 a.m. on 28 February 2013 at 21/F, Malahon Centre, 10-12 Stanley Street, Hong Kong to consider and approve the Share Placing and Warrant Placing

• “GEM”

• The Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

• Rules Governing the Listing of Securities on The Growth Enterprise Market of the Stock Exchange

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administration Region of the People’s Republic of China

– 1 –

DEFINITIONS

• “Independent Third Party(ies)”

• an independent third party, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, who is not connected with the Company and its connected persons

• “Latest Practicable Date”

• 5 February 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Placing Agent” Heng Shan Securities Limited, a licensed corporation to carry out Type 1 regulated activities

• “Placing Shares” a maximum of 250,000,000 new Shares to be placed pursuant to the Share Placing Agreement

• “Share(s)” share(s) of nominal value of HK$0.05 each in the share capital of the Company

• “Shareholders” registered holders of the Shares

• “Share Placee” any person(s) or entity(ies) whom the Placing Agent or its agent(s) has procured to subscribe for any of the Placing Shares

• “Share Placing”

• the placing of the Placing Shares by the Company, through the Placing Agent, pursuant to the Share Placing Agreement

• “Share Placing Agreement” the placing agreement entered into between the Company and the Placing Agent dated 28 December 2012 in relation to the Share Placing

• “Share Placing Price” HK$0.14 per Placing Share

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Warrant(s)”

• Up to 64,600,000 non-listed warrants to be issued by the Company at the Warrant Placing Price, each entitles the holder thereof to subscribe for one Warrant Share at the Warrant Exercise Price (subject to adjustment) at any time during a period of 24 months commencing from the date of issue of the Warrants

• “Warrant Exercise Price”

• an initial exercise price of HK$0.14 per Warrant Share (subject to adjustment) at which holder of the Warrants may subscribe for the Warrant Share(s)

– 2 –

DEFINITIONS

• “Warrant Placee(s)” any person(s) or entity(ies) whom the Placing Agent or its agent(s) has procured to subscribe for any of the Warrants pursuant to the Warrant Placing Agreement

• “Warrant Placing” the placing, on a best effort basis, of up to 64,600,000 Warrants pursuant to the terms of the Warrant Placing Agreement

• “Warrant Placing Agreement” the conditional placing agreement dated 28 December 2012 entered into between the Company and the Placing Agent in relation to the Warrant Placing

• “Warrant Placing Price” HK$0.01, being the issue price per Warrant payable in full on application under the Warrant Placing Agreement

• “Warrant Shares” up to initially 64,600,000 new Shares (subject to adjustment) to be allotted and issued upon exercise of the subscription rights attaching to the Warrants

• “%” 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. Liu Bo (Chairman) Mr. Han Fangfa Ms. Ju Lijun Ms. Huang Miaochan Mr. Ip Ho Ming Ms. Wong Sau Wai Serena Mr. Zhang Jinshu

Non-executive Director:

Dr. Pan Jin Mr. Dai Yuanxin Ms. Xiao Yongzhen

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

Principal place of business in Hong Kong: 21/F, Malahon Centre 10-12 Stanley Street Hong Kong

Independent Non-executive Directors:

Mr. Tang Sze Lok Mr. Xu Jingbin Ms. Hu Yun Mr. Tan Heming

8 February 2013

To Shareholders of the Company

Dear Sir or Madam,

PLACING OF NEW SHARES AND UNLISTED WARRANTS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

It was disclosed in the Announcement that the Company entered into (i) the Share Placing Agreement with the Placing Agent in relation to the Share Placing and (ii) the Warrant Placing Agreement with the Placing Agent in connection with the Warrant Placing.

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

* for identification purpose only

– 4 –

LETTER FROM THE BOARD

THE SHARE PLACING AGREEMENT

Date: 28 December 2012.

Placing Agent:

Heng Shan Securities Limited. To the best of the Company’s information and belief, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

Share Placees:

The Placing Shares will be placed to not less than six Share Placees (who will be independent individual, corporate and/or institutional investors) and their ultimate beneficial owners will be Independent Third Parties. It is expected that no Share Placee will become a substantial Shareholder (as such term is defined in the GEM Listing Rules) immediately following completion of the Placing.

Number of Placing Shares:

Up to 250,000,000 new Shares, to be placed by the Placing Agent on a best effort basis. Assuming the Placing Shares are fully placed, the Placing Shares represents approximately 39.07% of the entire issued share capital of the Company of 639,938,145 Shares as at the Latest Practicable Date and approximately 28.09% of the Company’s entire issued share capital as enlarged by the Share Placing. The nominal value of the Placing Shares is HK$12,500,000.

Share Placing Price:

HK$0.14 per Placing Share. The Share Placing Price was agreed after arm’s length negotiations between the Company and the Placing Agent, with reference to, among other things, the recent trading price of the Shares on GEM. The Share Placing Price represents:

• (a) a discount of approximately 9.09% to the closing price of HK$0.154 per Share as quoted on the GEM on 28 December 2012, being the date of the Share Placing Agreement;

• (b) a discount of approximately 7.28% to the average closing price of approximately HK$0.151 per Share as quoted on the GEM for the last 5 full trading days of the Shares immediately before 28 December 2012 being the date of the Share Placing Agreement.

– 5 –

LETTER FROM THE BOARD

The Company will bear the costs and expenses in connection with the Share Placing and the net proceeds from the Share Placing is estimated to be approximately HK$33.8 million (assuming the Placing Shares are fully placed). As a result, the net price per Placing Share will be approximately HK$0.1352.

Placing Commission:

The Placing Agent will receive a placing commission of 3% on the gross proceeds of the Share Placing. The placing commission was negotiated on an arm’s length basis between the Company and the Placing Agent and determined with reference to, amongst other things, the market rate.

The Directors consider that the placing commission is fair and reasonable based on the current market conditions.

Ranking of Placing Shares:

The Placing Shares, when issued and fully paid, will rank pari passu among themselves and with Shares in issue at the time of issue an allotment of the Placing Shares.

Conditions to the Share Placing:

The Share Placing is conditional upon the following conditions:

• (i) the passing of a resolution by the Shareholders at the extraordinary general meeting of the Company to approve the Share Placing Agreement and issue of the Placing Shares; and

• (ii) the Listing Committee of the Stock Exchange agreeing to grant a listing of, and permission to deal in, the Placing Shares.

If the above conditions are not fulfilled on or before 30 April 2013 (or such other time and date as the Placing Agent and the Company shall agree in writing), all rights, obligations and liabilities of the parties under the Share Placing Agreement shall cease and determine and neither parties shall have any claim against the others save for any antecedent breach.

Application will be made to the Stock Exchange for approval for the listing of and permission to deal in the Placing Shares.

– 6 –

LETTER FROM THE BOARD

Completion of the Share Placing: Completion of the Share Placing shall take place on the third business days following satisfaction of all the conditions set out above or such other dates as the parties may agree.

Termination: The Placing Agent may terminate the Share Placing Agreement prior to completion of the Share Placing Agreement if

• (i) any event occurring or matter arising on or after the date of the Share Placing Agreement and prior to the completion date which if it had occurred or arisen before the date of the Share Placing Agreement would have rendered any of the undertakings, warranties and representations contained in the Share Placing Agreement untrue or incorrect and such would have an adverse impact or effect on the Share Placing; or

• (ii) there develops, occurs or comes into force: or

• (a) any new law or regulation or any change in existing laws or regulations or the interpretation thereof which may in the opinion of the Placing Agent and in its reasonable opinion may materially and adversely affect the business or financial condition or prospects of the Group as a whole; or

• (b) any local, regional, national or international event or change (whether or not permanent or forming part of a series of events or changes occurring or continuing, on and/or after the date hereof) of a political, military, economic or other nature (whether or not ejusdem generis with the foregoing) which, in the reasonable opinion of the Placing Agent and in its reasonable discretion will, or may be expected to, have a material adverse effect on the Share Placing; or

– 7 –

LETTER FROM THE BOARD

• (c) any significant change (whether or not permanent) in local, regional, national or international market conditions (or in conditions affecting a sector of the market) which in the reasonable opinion of the Placing Agent and in its reasonable discretion has or may have a material adverse effect on the Share Placing; or

• (iii) there is any adverse change in the business or in the financial or trading position of the Group taken as a whole which being unaware of by the Placing Agent and in the reasonable opinion of the Placing Agent and in its reasonable discretion is material in the context of the Share Placing.

THE WARRANT PLACING AGREEMENT

Date

28 December 2012

Parties

• (1) The Company; and

• (2) Heng Shan Securities Limited as the Placing Agent.

Pursuant to the Warrant Placing Agreement, the Placing Agent will receive a placing commission of 3% on the total aggregate Warrant Placing Price and Warrant Exercise Price of the Warrants being placed. The placing commission was determined after arm’s length negotiations between the Company and the Placing Agent with reference to, among others, the market rate. The Directors consider that the placing commission is fair and reasonable.

Warrant Placees

The Warrants will be placed to the Warrant Placees (which/who will be independent individual, corporate and/or institutional investors, and who and whose ultimate beneficial owners are Independent Third Parties). Further announcement will be made by the Company if the Placing Agent fails to identify at least six Warrant Placees.

Number of Warrants

Up to 64,600,000 Warrants

Warrant Placing Price

The Warrant Placing Price is HK$0.01 per Warrant

– 8 –

LETTER FROM THE BOARD

Warrant Exercise Price

The Warrant Exercise Price is HK$0.14 per Warrant Share, subject to adjustment arising from events of share consolidation and subdivision, capitalisation issue, capital distribution, rights issue and issue of Shares or securities convertible into Shares at a discount of more than 80% to the market price.

The aggregate of the Warrant Placing Price of HK$0.01 per Warrant and the Warrant Exercise Price of HK$0.14 per Share, i.e. HK$0.15, represents (i) a discount of approximately 2.60% over the closing price of HK$0.154 per Share quoted on the Stock Exchange on 28 December 2012, being the date of the Warrant Placing Agreement; and (ii) a discount of approximately 0.66% over the average of the closing prices of HK$0.151 per Share for the last five trading days for the Shares immediately prior to the date of the Warrant Placing Agreement. The Warrant Exercise Price of HK$0.14 per Warrant Share represents (i) a discount of approximately 9.09% over the closing price of HK$0.154 per Share quoted on the Stock Exchange on the date of the Warrant Placing Agreement; and (ii) a discount of approximately 7.28% over the average of the closing prices of HK$0.151 per Share for the last five trading days for the Shares immediately prior to the date of the Warrant Placing Agreement.

The Warrant Exercise Price is the same as the Share Placing Price. The Warrant Placing Price represents the additional premium for acquiring the Warrants. Both the Warrant Placing Price and the Warrant Exercise Price are determined based on negotiations on arm’s length basis between the Company and the Placing Agent with reference to the recent trading price of the Shares on GEM, liquidity flow in the capital market, exercise period of the Warrants and the historical Share price. The Directors are of the view that the slight discount of the aggregate Warrant Placing Price and Warrant Exercise Price to the market price would facilitate the successful placing of the Warrants and induce exercise of the Warrants so that additional funds could be raised thereupon. The Directors consider that both the Warrant Placing Price and the Warrant Exercise Price are fair and reasonable and in the interest of the Company and Shareholders as a whole.

Warrant Placing completion

Completion of the Warrant Placing is expected to take place on any date falling on or before the third Business Day after fulfillment of the conditions precedent to the Warrant Placing (or such other date as the parties may agree).

Information of the Warrants

The Warrants will be issued to the Warrant Placees upon completion of the Warrant Placing in registered form and constituted by a deed poll. The Warrants will rank pari passu in all respects among themselves.

– 9 –

LETTER FROM THE BOARD

Each Warrant carries the right to subscribe for one (1) Warrant Share at the Warrant Exercise Price and is issued at the Warrant Placing Price. The subscription rights attaching to the Warrants may be exercised at any time during a period of 24 months commencing from the date immediately after the date of issue of the Warrants. The Warrant Shares, when fully paid and allotted, will rank pari passu in all respects with the then existing issued Shares of the Company.

A total of 64,600,000 Warrants are proposed to be issued. Upon full exercise of the subscription rights attaching to the Warrants, a total of 64,600,000 Warrant Shares (subject to adjustment) will be issued, representing (i) approximately 10.09% of the issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 9.17% of the issued share capital of the Company as enlarged by the allotment and issue of the Warrant Shares upon full exercise of the subscription rights attaching to the Warrants. The total nominal value of the Warrant Shares is HK$3,230,000.

As at the date of the Warrant Placing Agreement, the Warrant Shares to be issued upon the exercise of all Warrants, when aggregated with all other equity securities which remain to be issued on exercise of all other subscription rights, will not exceed 20% of the issued share capital of the Company.

Transferability

The Warrants are transferable in integral multiples of 100,000 Warrants. The Warrants may not be transferred to a connected person (as defined in the GEM Listing Rules) of the Company without the prior approval from the Company. The Company shall comply with the relevant GEM Listing Rules and to make necessary announcement(s), where appropriate, if and when any of the Warrant Placees make any transfer of the Warrants to other parties requiring disclosure.

Termination of the Warrant Placing Agreement

The Placing Agent shall be entitled by notice to the Company given prior to 6:00 p.m. on the day immediately preceding the completion date of the Warrant Placing to terminate the Warrant Placing Agreement if:

• (i) there develops, occurs or comes into force:

• (a) any new law or regulation or any change in existing laws or regulations or the interpretation thereof which may in the reasonable opinion of the Placing Agent and in its reasonable discretion may materially and adversely affect the business or financial condition or prospects of the Group as a whole; or

• (b) any local, regional, national or international event or change (whether or not permanent or forming part of a series of events or changes occurring or continuing, on and/or after the date hereof) of a political, military, economic or other nature (whether or not ejusdem generis with the foregoing) which,

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LETTER FROM THE BOARD

in the reasonable opinion of the Placing Agent and in its reasonable discretion will, or may be expected to, have a material adverse effect on the Warrant Placing; or

• (c) any significant change (whether or not permanent) in local, regional, national or international market conditions (or in conditions affecting a sector of the market) which in the reasonable opinion of the Placing Agent and in its reasonable discretion has or may have a material adverse effect on the Warrant Placing; or

• (ii) any breach of any of the warranties given by the Company which in the reasonable opinion of the Placing Agent and in its reasonable discretion is material in the context of the Warrant Placing, comes to the knowledge of the Placing Agent or there has been a breach by the Company of any other provision of the Warrant Placing Agreement which in the reasonable opinion of the Placing Agent and in its absolute discretion is material in the context of the Warrant Placing; or

• (iii) there is any adverse change in the business or in the financial or trading position of the Group taken as a whole which being unaware of by the Placing Agent and in the reasonable opinion of the Placing Agent and in its reasonable discretion is material in the context of the Warrant Placing,

then and in any such case, the Placing Agent may, in its reasonable discretion, terminate the Warrant Placing Agreement without liability to the Company or any other Party by giving notice in writing to the Company, which notice may be given at any time prior to completion of the Warrant Placing.

If the Warrant Placing Agreement is so terminated, all obligations of each party under the Warrant Placing Agreement shall cease and determine and neither party shall have any claim against the other party in respect of any matter arising out of or in connection with the Warrant Placing Agreement except for any antecedent breach of any obligation mentioned in the Warrant Placing Agreement.

Conditions of the Warrant Placing

Completion of the Warrant Placing Agreement is conditional on the fulfillment of the following conditions:

• (a) the passing of a resolution by the Shareholders at the general meeting of the Company to approve the Warrant Placing Agreement and the issue of the Warrants and the Warrant Shares;

• (b) (if required) the Listing Committee of the Stock Exchange shall have approved the issue of the Warrants either unconditionally or subject to conditions to which neither the Company nor the Warrant Placees shall reasonably object and the satisfaction of such conditions;

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LETTER FROM THE BOARD

• (c) the Listing Committee of the Stock Exchange shall have granted (either unconditionally or subject to conditions to which neither the Company nor the Warrant Placees shall reasonably object) the listing of, and permission to deal in, the Warrant Shares which fall to be allotted and issued upon the exercise of the subscription rights attached to the Warrants; and

• (d) all necessary consents and approvals to be obtained on the part of each of the Placing Agent and the Company in respect of the Warrant Placing Agreement and the transactions contemplated thereunder having been obtained.

In the event that the above conditions are not fulfilled by 30 April 2013 or such later date as may be agreed between the Company and the Placing Agent, the Warrant Placing Agreement will lapse and become null and void and the parties shall be released from all obligations hereunder, save for the liabilities for any antecedent breaches hereof.

Voting rights for the holders of the Warrants

The holder of the Warrants will not have any right to attend or vote at any meeting of the Company by virtue of them being holders of the Warrants. The holder of the Warrants shall not have the right to participate in any distributions and/or offers of further securities made by the Company.

Rights of the holders of the Warrants on the liquidation of the Company

If the Company is wound up during the subscription period of the Warrants, all subscription rights attaching to the Warrants which have not been exercised shall lapse, save for in the event of a voluntary winding-up, the holders of the Warrants shall be entitled within six weeks after the passing of such a resolution approving the winding-up to exercise the subscription rights attaching to the Warrants in accordance with the terms and conditions of the Warrants.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Warrant Shares which may fall to be allotted and issued upon exercise of the subscription rights attaching to the Warrants.

No listing of the Warrants will be sought on the Stock Exchange or any other stock exchanges.

– 12 –

LETTER FROM THE BOARD

EFFECT OF THE SHARE PLACING AND WARRANT PLACING ON SHAREHOLDING

The shareholdings in the Company as at the Latest Practicable Date and immediately after completion of the Share Placing and Warrant Placing and assuming full exercise of the Warrants are and will be as follows:

Shareholders Ip Ho Ming (note) Other Shareholders Share Placees Warrant Placees Total	As at the Latest Practicable Date No. of Shares % 10,000 0.00 639,928,145 100.00 0 0.00 0 0.00 639,938,145 100.00	Immediately after completion of the Share Placing and Warrant Placing and assuming full exercise of all the Warrants No. of Shares % 10,000 0.00 639,928,145 67.04 250,000,000 26.19 64,600,000 6.77 954,538,145 100.00	Immediately after completion of the Share Placing and Warrant Placing and assuming full exercise of all the Warrants No. of Shares % 10,000 0.00 639,928,145 67.04 250,000,000 26.19 64,600,000 6.77 954,538,145 100.00
			100.00

Note:

Mr Ip Ho Ming is an executive Director of the Company

REASONS FOR AND BENEFITS OF THE SHARE PLACING AND WARRANT PLACING AND USE OF THE PROCEEDS

As disclosed in the Company’s announcement dated 21 November 2012 relating to the Acquisition, the Company has entered into the conditional agreement to acquire the business engaging in selling air tickets and hotel accommodations online in the PRC (“Air Ticketing Business”).

The Directors consider that the Share Placing and Warrant Placing represent good opportunities to broaden the shareholders base and capital base of the Company and to raise capital for the Company for its future business operations and developments. The Warrant Placing will not result in any immediate dilution effect on the shareholding of the existing Shareholders. In addition to the net proceeds that will be raised upon completion of the Warrant Placing, further capital will be raised upon the exercise of the subscription rights attaching to the Warrants.

The Directors consider the terms of the Share Placing Agreement and Warrant Placing Agreement to be fair and reasonable and in the interest of the Company and the Shareholders as a whole.

– 13 –

LETTER FROM THE BOARD

The Company will bear all costs and expenses of approximately HK$1.2 million in connection with the Share Placing. The net proceeds of approximately HK$33.08 million from the Share Placing will be used as to approximately HK$5 million for financing the Acquisition, approximately HK$25 million for financing the operations of the Air Ticketing Business and the balance for possible acquisitions/investments of similar businesses should such opportunities arise in the future and/or for general operation expenses of the Group.

The Company will bear all costs and expenses of approximately HK$0.1 million in connection with the Warrant Placing. The net proceeds of approximately HK$0.54 million from the Warrant Placing will be used as general working capital of the Group.

Assuming the full exercise of the subscription rights attaching to the Warrants, it is expected that a gross proceeds of approximately HK$9 million will be raised. After deducting the related costs and expenses of approximately HK$0.3 million, the net proceeds of approximately HK$8.7 million (with a net subscription price of approximately HK$0.135 per Warrant Share) will be used as to approximately HK$4 million for possible acquisitions/ investments of similar businesses should such opportunities arise in the future and the balance for general operation expenses of the Group.

DILUTION EFFECT ON SHAREHOLDERS

The Directors noted the potential dilution effect of the Share Placing and Warrant Placing to the Shareholders. However, taking into account that (i) the capital base and shareholder base of the Group will be enhanced and (ii) the cash position of the Group will be improved to cope with the future working capital requirements of the Group, the Directors consider that Shareholders’ value will be improved in a longer time spectrum and thus the dilution effect to the Shareholders is acceptable and commercially justifiable.

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The following table summaries the equity fund raising activities of the Group for the 12 months immediately before the Announcement:

				Actual use of proceeds
Date of				as at the Latest
announcement	Event	Net proceeds	Intended use of proceeds	Practicable Date
13 December	Placing of 24,000,000	Approximately	As general working	Approximately
2012	new Shares at	HK$3.13 million	capital	HK$0.75 million
	HK$0.14 per Share			used as professional
	under general			fees relating to the
	mandate			Acquisition and
				approximately
				HK$1.6 million as
				general operating
				expenses of the
				Group such as rental,
				salary and other
				administrative
				expenses and balance
				held as bank deposit

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LETTER FROM THE BOARD

				Actual use of proceeds
Date of				as at the Latest
announcement	Event	Net proceeds	Intended use of proceeds	Practicable Date
4 October 2012	Placing of 39,000,000	Approximately	To finance future	HK$5 million for
	new Shares at	HK$7.3 million	investments and/or for	financing the
	HK$0.20 per Share		future business	Acquisition,
	under general		development and/or as	approximately
	mandate		general working capital	HK$2.3 million used
				as general operating
				expenses of the
				Group such as rental,
				salary and other
				administrative
				expenses
8 July 2012	Placing of 260,000,000	Approximately	No more than HK$15	HK$15 million was
	new Shares at	HK$28.75 million	million for financing	used for financing
	HK$0.115 per Share		the potential	the Acquisition, HK7
	under specific		acquisition, particularly	million as software
	mandate		being a refundable	development, HK$3
			deposit, set out in the	million for general
			Company’s	working capital such
			announcement dated 4	as rental, salary and
			July 2012. The balance	other administrative
			of approximately	expenses for the
			HK$13.75 million for	existing insurance
			general working capital	agency business of
			for both existing and	the Group and
			prospective business	HK$2.5 million used
			operations of the Group	for general operating
			and for maintaining the	expenses such as
			liquidity of the Group	rental, salary and
			in the course of the	other administrative
			Group’s business	expenses and
			expansion and	approximately
			development, of which	HK$1.25 million as
			approximately HK$8	professional fees
			million will be used for	relating to the
			general overheads and	Acquisition and audit
			expenses, approximately	and reporting.
			HK$4 million for
			research and
			development and
			approximately HK$1.75
			million for professional
			fees.

– 15 –

LETTER FROM THE BOARD

				Actual use of proceeds
Date of				as at the Latest
announcement	Event	Net proceeds	Intended use of proceeds	Practicable Date
19 April 2012	Placing of	Approximately	General working capital	Approximately HK$8
	HK$15,000,000	HK$14.7 million	of the Group	million used as
	convertible notes			research development
	under general			of software for
	mandate with			insurance business
	conversion price of			and approximately
	HK$0.25 (maximum			HK$2 for
	number of			consultancy relating
	conversion shares			to feasibility of the
	issuable being			Acquisition,
	60,000,000 Shares)			approximately
				HK$3.2 million as
				general operating
				expenses such as
				rental, salary and
				other administrative
				expenses and
				approximately
				HK$1.5 million as
				professional fees
				relating to audit and
				reporting
18 January	Placing of 57,380,000	Approximately	General working capital	Used as general
2012	unlisted warrants	HK$0.75 million	of the Group	operating expenses of
	under specific			the Group such as
	mandate at issue			rental, salary and
	price of HK$0.02 per			other administrative
	warrant and exercise			expenses
	price at HK$0.19 per
	Shares (maximum
	number of warrant
	shares issuable being
	57,380,000 Shares)

EGM

A notice convening the EGM is set out on pages 18 to 20 of this circular. All resolutions to be proposed at the EGM will be voted on by poll.

A form of proxy for the EGM is enclosed with this circular. 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.

To the best of the Directors’ information, no Director or Shareholder has a material interest in the Share Placing or Warrant Placing and no Shareholder is required to abstain from voting at the EGM.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Share Placing and Warrant Placing are in the interest of the Company and the Shareholders as a whole and so recommend you to vote in favour of all the relevant resolutions 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.

COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or their respective associates had any business or interest which competes or may compete with the business of the Group, or have or may have any other conflicts of interest with the Group.

Yours faithfully, On behalf of the Board of Tai Shing International (Holdings) Limited Liu Bo Chairman

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

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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 IS HEREBY GIVEN THAT the extraordinary general meeting of Tai Shing International (Holdings) Limited (“ Company ”) will be held at 10:00 a.m. on 28 February 2013 at 21/F, Malahon Centre, 10-12 Stanley Street, Hong Kong to consider and, if thought fit, approve the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) the issue of the Placing Shares (as defined in the circular dated 8 February 2013 despatched to the shareholders of the Company (the “Circular”)) pursuant to the Share Placing Agreement (as defined in the Circular), a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification, and all the transactions contemplated thereunder, be and is hereby approved, ratified and confirmed; and

3. (b) the directors of the Company be and are hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be in their discretion consider desirable or expedient to give effect to the Share Placing Agreement and all the transactions contemplated thereunder as well as in relation to the issue and allotment of the Placing Shares (as defined in the Circular) and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interest of the Company.”

4. “ THAT

5. (a) the Warrant Placing Agreement (as defined in the Circular), a copy of which has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification, and all the transactions contemplated thereunder, be and is hereby approved, ratified and confirmed;

6. (b) the issue of the Warrants (as defined in the Circular) by the Company in accordance with the terms and conditions of the Warrant Placing Agreement and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) the allotment and issue of Warrant Shares (as defined in the Circular) which may fall to be issued upon the exercise of the subscription rights attached to the Warrants be and are hereby approved; and

• (d) the directors of the Company be and are hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be in their discretion consider desirable or expedient to give effect to the Warrant Placing Agreement and all the transactions contemplated thereunder as well as in relation to the issue of the Warrants and allotment of the Warrant Shares (as defined in the Circular) and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interest of the Company.”

By order of the Board Tai Shing International (Holdings) Limited Liu Bo Chairman

Hong Kong, 8 February 2013

Registered Office: Head Office and Principal Place of Cricket Square Business in Hong Kong: Hutchins Drive 21/F, Malahon Centre, P.O. Box 2681 10-12 Stanley Street, Grand Cayman KY1-1111 Hong Kong Cayman Islands

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.

– 19 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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

Executive Directors: Mr. Liu Bo (Chairman) Mr. Han Fangfa Ms. Ju Lijun Ms. Huang Miaochan Mr. Ip Ho Ming Ms. Wong Sau Wai Serena Mr. Zhang Jinshu

Non-executive Director: Dr. Pan Jin Mr. Dai Yuanxin Ms. Xiao Yongzhen

Independent Non-executive Directors: Mr. Tang Sze Lok Mr. Xu Jingbin Ms. Hu Yun Mr. Tan Heming

This notice, 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 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 GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for 7 days from the date of its posting and on the website of the Company.

– 20 –