THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold all your shares in Tai Shing International (Holdings) Limited, you should at once hand this circular and the accompanied proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

**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) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES;

(2) ADOPTION OF NEW SHARE OPTION SCHEME; (3) RE-ELECTION OF DIRECTORS; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

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

A notice convening the annual general meeting of the Company to be held at Room 2201-2, 22/F, Chuang’s Enterprises Building, 382 Lockhart Road, Hong Kong on 12 November 2014 at 4:30 p.m., is set out on pages 28 to 32 of this circular.

A form of proxy is also enclosed. Whether or not you propose to attend the meeting, you are advised to complete the form of proxy attached to the notice of the annual general meeting in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

For identification purpose only

10 October 2014

CHARACTERISTICS OF THE GEM

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of 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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on the GEM.

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		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
APPENDIX I	– SUMMARY OF THE PRINCIPAL TERMS OF
	NEW SHARE OPTION SCHEME. . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II	– BIOGRAPHICAL DETAILS OF THE
	DIRECTORS PROPOSED TO BE RE-ELECTED . . . . . . . . .	20
NOTICE OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		28

– ii –

DEFINITIONS

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

“2013 Annual Report”
the annual report of the Company for the year ended 31 March 2013;

“Adoption Date” the date on which the proposed New Share Option Scheme is adopted by ordinary resolution of the Company in general meeting, a notice of which is set out herein;

“AGM” the annual general meeting of the Company to be held on 12 November 2014 at 4:30 p.m. at Room 2201-2, 22/F, Chuang’s Enterprises Building, 382 Lockhart Road, Hong Kong;
“Articles of Association” the articles of association of the Company currently in force;
“associate(s)”
the meaning ascribed thereto in Rule 1.01 of the GEM Listing Rules;
“Auditors”
at any time means the auditors of the Company for the time being of the Company at that time;
“Board”
the board of Directors;
“business day”
a day (excluding a Saturday) on which banks are generally open for business in Hong Kong;
“Company”
Tai Shing International (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM;
“connected person(s)”
has the meaning ascribed thereto under the GEM Listing Rules;
“Date of Grant”
in respect of an Option, the business day on which the Board resolves to make an Offer to a Participant;
“Director(s)” the director(s) of the Company;
“GEM”
the Growth Enterprise Market of the Stock Exchange;
“GEM Listing Rules”

the Rules Governing the Listing of Securities on GEM as amended from time to time;

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DEFINITIONS

“Grantee” any Participant who accepts the offer of the grant of an Option in accordance with the terms of New Share Option Scheme or (where the context so permits) a person entitled to any such Option in consequence of the death of the original Grantee;
“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;
“Latest Practicable Date” 26 September 2014, being the latest practicable date prior to the printing of this circular;
“New Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors to allot and issue Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate;
“New Share Option Scheme” the new share option scheme proposed to be adopted by the Company at the AGM, the principal terms of which are set out in Appendix I;
“Offer”
the date on which the grant of an Option is offered to a Participant pursuant to New Share Option Scheme;
“Old Share Option Scheme”
the share option scheme adopted by the Company on 22 October 2003;
“Option(s)” the option(s) under New Share Option Scheme;
“Option Period”
a period to be notified by the Board to each Grantee at the timeof making an Offer which shall not expire later than 10 years from Date of Grant;

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DEFINITIONS

“Participants” any directors (including executive directors, non-executive directors and independent non-executive directors) and employees of the Group or any entity in which any member of the Group holds an equity interest (an “Invested Entity”) and any advisors, consultants, distributors, contractors, suppliers, agents, customers, business partners, joint venture business partners, promoters, service providers, shareholders, co-investors, lenders of or to, and persons who have business relationships with, any member of the Group or any Invested Entity (including the employees thereof) who the Board considers, in its sole discretion, have contributed or will contribute to the Group;

“SFO”

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
“Share(s)” ordinary share(s) of HK$0.05 each in the issued capital of the Company;
“Shareholder(s)” holder(s) of the Share(s);
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Subscription Price” the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option pursuant to New Share Option Scheme;
“Subsidiary” at any time means a subsidiary (within the meaning of the Companies Ordinance of Hong Kong (Cap.622 of the Law of Hong Kong) or the Companies Ordinance) of the Company at that time, whether incorporated in Hong Kong, the Cayman Islands or elsewhere;
“Takeovers Code” the Code on Takeovers and Mergers and Share Repurchase as amended from time to time; and

“%”

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:

Dr. Chew Chee Wah (Chairman) Mr. Tam Kwok Leung (Chief Executive Officer)

Ms. Ju Lijun Ms. Huang Miaochan Mr. Zhang Jinshu Mr. Luk Chi Shing Ms. Zhang He Mr. Lee Yiu Tung

non-executive Directors:

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: Room 2201-2, 22/F Chuang’s Enterprises Building 382 Lockhart Road Hong Kong

independent non-executive Directors:

Mr. Chan Yee Sze

Mr. Xu Jingbin

Ms. Hu Yun

Ms. Yuen Wai Man

Mr. Koh Kwing Chang

Mr. Lui Wai Ming

10 October 2014

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES;

(2) ADOPTION OF NEW SHARE OPTION SCHEME; (3) RE-ELECTION OF DIRECTORS; AND (4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding, amongst others, the proposed New Issue Mandate, adoption of New Share Option Scheme and re-election of retiring Directors, details of which are provided herewith as follows.

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LETTER FROM THE BOARD

(1) PROPOSED GRANT OF THE GENERAL MANDATE TO ISSUE NEW SHARES

At the annual general meeting held on 6 September 2012, resolutions were passed by the then Shareholders granting general mandates to the Directors to exercise the powers of the Company: (i) to issue new shares of the Company; (ii) to repurchase shares of the Company; and (iii) extend the general mandate granted to the Director to issue shares by the nominal amount of shares repurchased. As at the Latest Practicable Date, the above mentioned mandates had been lapsed and the Company had issued 63,000,000 Shares under the above mentioned general mandate to issue new shares when it was valid.

To facilitate future allotment and issue of shares by the Directors on behalf of the Company, it is proposed that at the AGM, separate ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, to grant to the Directors the New Issue Mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of such resolution, i.e. 216,644,771 Shares representing 20% of the total issued shares capital of the Company of 1,083,223,857 Shares and assuming there is no change in the issued shares capital of the Company between the Latest Practicable Date to the date of the AGM.

The relevant ordinary resolution in relation to the New Issue Mandate are set out as resolution numbered 17 in the notice of AGM. The New Issue Mandate, if granted at the AGM, will be valid up to (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or the laws of the Cayman Islands or any other applicable laws to be held; or (iii) the passing of an ordinary resolution by the members of the Company in general meeting revoking or varying the authority given to the Directors in relation to the New Issue Mandate whichever occurs first.

(2) PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME

Existing Share Option Scheme

The Old Share Option Scheme was adopted on 22 October 2003 and has expired on 21 October 2013. Any options granted prior to such expiry shall continue to be valid and exercisable in accordance with the Old Share Option Scheme. As at the Latest Practicable Date, there are no options granted and outstanding under the Old Share Option Scheme.

In regard to the expiry of the Old Share Option Scheme, the Directors propose to adopt New Share Option Scheme and the principal terms of which are set out in Appendix I to this circular. New Share Option Scheme will take effect conditional upon (i) the passing of the resolution by the Shareholders to approve and adopt New Share Option Scheme; and (ii) the Listing Division of the Stock Exchange granting the approval of the listing of, and permission to deal in, any Shares which fall to be issued pursuant to the exercise of any Options granted in accordance with the terms and conditions of New Share Option Scheme. A copy of the rules of New Share Option

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LETTER FROM THE BOARD

Scheme is available for inspection at the principal place of business of the Company at Room 2201-2, 22/F, Chuang’s Enterprises Building, 382 Lockhart Road, Hong Kong during normal business hours for a 14-day period immediately preceding the AGM.

As at the Latest Practicable Date, there are 1,083,223,857 Shares. Assuming there is no change in the issued share capital of the Company between the period from the Latest Practicable Date to the date of the AGM, the maximum number of Shares which may be allotted and issued upon the exercise of Options to be granted under New Share Option Scheme will be 108,322,385 Shares, provided that the maximum number of Shares in respect of which Options may be granted under New Share Option Scheme together with any options outstanding and yet to be exercised under New Share Option Scheme and any other schemes shall not exceed 30% of the issued share capital of the Company from time to time.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which to be issued pursuant to the exercise of the Options.

The purpose of New Share Option Scheme is to reward Participants who have contributed to the Group and/or to provide incentives to Participants to work towards the success of the Company. The Directors considers that New Share Option Scheme will provide the Participants with the opportunity to participate in the growth of the Group.

The Directors believe that the authority given to the Directors under New Share Option Scheme to specify any minimum holding period and/or performance targets as conditions in any Option granted and the requirement for a minimum subscription price as well as the authority to select the appropriate Participants as prescribed by the rules of New Share Option Scheme will serve to protect the value of the Company as well as to achieve the purposes of New Share Option Scheme.

The Directors consider it inappropriate to state the value of all Options that can be granted pursuant to New Share Option Scheme as if they had been granted at the Latest Practicable Date because a number of variables which are crucial for the calculation of the Options’ value cannot be determined. Such variables include the exercise price, exercise period, any conditions which the Options are subject to and other relevant variables. The Directors believe that any statement regarding the value of the Options based on a large number of assumptions will not be meaningful and may be misleading to the Shareholders.

None of the Directors is a trustee of New Share Option Scheme or has a direct or indirect interest in the trustee of New Share Option Scheme.

No Shareholder is required to abstain for voting of the adoption of New Share Option Scheme.

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LETTER FROM THE BOARD

(3) RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprised eight executive Directors, namely Dr. Chew Chee Wah, Mr. Tam Kwok Leung, Ms. Ju Lijun, Ms. Huang Miaochan, Mr. Zhang Jinshu, Mr. Luk Chi Shing, Ms. Zhang He and Mr. Lee Yiu Tung, three non-executive Directors, namely Dr. Pan Jin, Mr. Dai Yuanxin and Ms. Xiao Yongzhen and six independent non-executive Directors, namely Mr. Chan Yee Sze, Mr. Xu Jingbin, Ms. Hu Yun, Ms. Yuen Wai Man, Mr. Koh Kwing Chang and Mr. Lui Wai Ming.

In accordance with Article 86(3) of the Articles of Association, any Director appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Accordingly, Dr. Chew Chee Wah, Mr. Tam Kwok Leung, Mr. Zhang Jinshu, Mr. Luk Chi Shing, Ms. Zhang He, Mr. Lee Yiu Tung, Ms. Xiao Yongzhen, Mr. Chan Yee Sze, Ms. Yuen Wai Man, Mr. Koh Kwing Chang and Mr. Lui Wai Ming were appointed by the Board after the last annual general meeting, will hold office only until the AGM and each of them, being eligible, offer himself/herself for re-election as a Director at the AGM.

In accordance with Article 87(1) of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation; and in accordance with Article 87(2), any Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Accordingly, Dr. Pan Jin and Ms. Huang Miaochan will retire by rotation at the AGM and each of them, being eligible, offer himself/ herself for re-election as a Director at the AGM.

A brief biographical details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

AGM

A notice convening the AGM is set out on pages 28 to 32 of this circular.

The ordinary resolution for the New Issue Mandate, adoption of New Share Option Scheme and re-election of retiring Directors will be proposed at the AGM. All ordinary resolutions proposed at the AGM will be voted on by poll. A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to be present at the AGM, you are advised to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the AGM. The completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting in person.

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LETTER FROM THE BOARD

In accordance with Article 56(1) of the Article of Association and the Companies Ordinance of the Cayman Islands, an annual general meeting of the Company shall be held in each year within a period of not more than fifteen months after the holding of the last annual general meeting, which was held on 6 September 2012. The Company has sought legal advice and is of the view that the above matter has no material implication to the Company.

WARNING STATEMENT: Trading of the Shares has been suspended since 2 July 2013 and the Company is in the process of preparing the publication of results announcement and annual report. Shareholders are advised that, in relation to (i) the New Issue Mandate and the resolution numbered 17 proposed at the AGM, (ii) the adoption of New Share Option Scheme and the resolution numbered 18 proposed at the AGM and the Notice of AGM, the respective listing approvals in relation to (i) the listing of new Shares issued under the New Issue Mandate to be granted at the AGM, and (ii) the listing of new Shares issued upon the exercise of the Options under New Share Option Scheme to be granted at the AGM may or may not be granted and will be conditional upon the resumption of trading of the Shares. Shareholders are advised to consult their professional advisers should they are in any doubt about the aforementioned issues.

COMPETING INTERESTS

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

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.

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its publication.

RECOMMENDATION

The Directors consider that the New Issue Mandate, the adoption of New Share Option Scheme and the re-election of retiring Directors referred to in this circular are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the relevant resolutions proposed at the AGM.

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LETTER FROM THE BOARD

GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully, On behalf of the Board Tai Shing International (Holdings) Limited Dr. Chew Chee Wah Chairman and executive Director

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SUMMARY OF THE PRINCIPAL TERMS OF NEW SHARE OPTION SCHEME

APPENDIX I

The followings is a summary of the principal terms of New Share Option Scheme.

1. PURPOSE OF NEW SHARE OPTION SCHEME

The purpose of New Share Option Scheme is to provide Participants with the opportunity to acquire proprietary interests in the Company and to encourage Participants to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole.

2. PARTICIPANTS

The categories of the Participant under New Share Option Scheme include any directors (including executive directors, non-executive directors and independent non-executive directors) and employees of the Group or any entity in which any member of the Group holds an equity interest (an “Invested Entity”) and any advisors, consultants, distributors, contractors, suppliers, agents, customers, business partners, joint venture business partners, promoters, service providers, shareholders, co-investors, lenders of or to, and persons who have business relationships with, any member of the Group or any Invested Entity (including the employees thereof) who the Board considers, in its sole discretion, have contributed or will contribute to the Group.

The scope of Participants under New Share Option Scheme is with an aim to attract, retain and maintain on-going business relationship with the Other Participants whose contributions are or will be beneficial to the long term growth of the Group which would enhance the value of the Company and its Shares on the basis of the Board’s discretion with reference to their history, business relationship and contributions with/to the Group.

3. MAXIMUM NUMBER OF SHARES

The maximum number of Shares to be issued upon exercise of all outstanding options granted and yet to be exercised under New Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 30 per cent. in nominal amount of the issued share capital of the Company from time to time (“Scheme Limit”).

(i) The maximum number of Shares in respect of which Options may be granted under New Share Option Scheme shall not (when aggregated with any Shares subject to any other share option scheme(s) of the Company) exceed 10 per cent. in nominal amount of the issued share capital of the Company on the Adoption Date (the “Scheme Mandate Limit”). Option lapsed in accordance with the terms of New Share Option Scheme will not be counted for the purpose of calculating the Scheme Mandate Limit.
(ii) The Scheme Mandate Limit referred to in paragraph 3(i) may be renewed at any time subject to prior Shareholders’ approval but in any event shall not exceed 10 per cent. of the issued share capital of the Company as at the date of approval of the renewal of the Scheme Mandate Limit. Option previously granted under New Share Option Scheme or any other share option schemes (including those

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SUMMARY OF THE PRINCIPAL TERMS OF NEW SHARE OPTION SCHEME

APPENDIX I

outstanding, cancelled, lapsed in accordance with the terms or exercised options) will not be counted for the purpose of calculating the refreshed Scheme Mandate Limit.

(iii) The Company may grant Options beyond the Scheme Mandate Limit to Participants if:
(a) the Company has first sent a circular to Shareholders containing a generic description of the specified Participants in question, the number and terms of the Options to be granted, the purpose of granting Options to the specified Participants with an explanation as to how the terms of the Options serve such purpose; and
(b) separate Shareholder’s approval has been obtained.

4. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

The maximum number of Shares in respect of which Options may be granted to a specifically identified single Grantee under New Share Option Scheme shall not (when aggregated with any Shares subject to any other share option scheme(s) of the Company) in any 12-month period exceed 1 per cent. of the Shares in issue (the “Individual Limit”). The Company may grant Options beyond the Individual Limit to a Participant at any time if:

(i) the Company has first sent a circular to Shareholders containing the identity of the Participant in question, the number and terms of the Options to be granted (and Options previously granted to such Participant); and
(ii) separate Shareholder’s approval has been obtained in general meeting with the proposed relevant Grantee (as the case may be) and his associates abstaining from voting.

5. PERIOD OF NEW SHARE OPTION SCHEME

The Option Period is a period to be notified by the Board to each Grantee at the time of making an Offer which shall not expire later than 10 years from Date of Grant.

6. GRANT OF OPTIONS

(i) On and subject to the terms of New Share Option Scheme, the Board shall be entitled at any time within 10 years after the Adoption Date to make an Offer to any Participant as the Board may in its absolute discretion select to take up an Option pursuant to which such Participants may, during the Option Period, subscribe for such number of Shares as the Board may determine at the Subscription Price. The Offer shall specify the terms on which the Option is to be granted. Such terms may at the discretion of the Board, include (i) a minimum period for which an Option must be held before it can be exercised and/ or (ii) a performance target that must be reached, before the Option can be exercised in

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SUMMARY OF THE PRINCIPAL TERMS OF NEW SHARE OPTION SCHEME

APPENDIX I

whole or in part; and (iii) any other terms, all of which may be imposed (or not imposed) either on a case-by-case basis or generally. There are no minimum holding period for which an Option must be held before it can be exercised nor performance targets that need to be met before a grantee is entitled to exercise an Option duly granted under New Share Option Scheme.

(ii) An Offer shall be made to a Participant by letter in such form as the Board may from time to time determine requiring the Participant to undertake to hold the Option on the terms on which it is to be granted and to be bound by the provisions of New Share Option Scheme and shall remain open for acceptance by the Participant concerned for a period of 28 days from Date of Grant.
(iii) No Offer shall be made to, nor shall any Offer be capable of acceptance by, any Participant at a time when the Participant would or might be prohibited from dealing in the Shares by the GEM Listing Rules or by any other applicable rules, regulations or law.

7. GRANT OF OPTIONS TO CONNECTED PERSONS

Each grant of Options to any Director, chief executive or substantial shareholder (as defined in the GEM Listing Rules) of the Company, or any of their respective associates shall be subject to the prior approval of the independent non-executive Directors of the Company (excluding any independent nonexecutive Director who is the proposed Grantee of the Option or an associate thereof). Where any grant of Options to a substantial shareholder or an independent non-executive Director of the Company, or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled or outstanding) to such person in the 12-month period up to and including the date of such grant:

(i) representing in aggregate over 0.1 per cent. (or such other percentage as may from time to time be specified by the Stock Exchange) of the Shares in issue; and
(ii) having an aggregate value, based on the closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange on Date of Grant, in excess of HK$5 million (or such other amount as may from time to time be specified by the Stock Exchange), such grant of Options shall be subject to prior approval by resolution of the Shareholders (voting by way of poll) on which all connected persons of the Company shall abstain from voting in favour but (for the avoidance of doubt), any connected person may without affecting the validity of the relevant resolution vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular to be sent to the Shareholders in connection therewith.

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SUMMARY OF THE PRINCIPAL TERMS OF NEW SHARE OPTION SCHEME

APPENDIX I

8. TIME OF ACCEPTANCE AND PAYMENT ON ACCEPTANCE

An Offer shall be deemed to have been accepted and an Option shall be deemed to have been granted and accepted and shall take effect when the duplicate letter comprising acceptance of the Offer duly signed by the Grantee with the number of Shares in respect of which the Offer is accepted clearly stated therein together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof is received by the Company. Such remittance shall in no circumstances be refundable.

9. SUBSCRIPTION PRICE FOR SHARES

The Subscription Price shall be determined by the Board in its absolute discretion but in any event shall not be less than the greater of:

(i) the closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange on Date of Grant;
(ii) the average closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange for the five business days immediately preceding Date of Grant; and
(iii) the nominal value of a Share.

10. RANKING OF SHARES

The Shares to be allotted upon the exercise of an Option shall be subject to all the provisions of the memorandum and articles of association of the Company for the time being in force and shall rank pari passu in all respects with the fully paid Shares in issue on the date on which those shares are allotted on exercise of the Option and accordingly shall entitle the holders to participate in all dividends or other distributions paid or made after the date on which Shares are allotted other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date thereof shall be on or before the date on which the Shares are allotted.

11. DURATION OF NEW SHARE OPTION SCHEME

Subject to the provisions of New Share Option Scheme, New Share Option Scheme shall be valid and effective for a period of 10 years commencing on the Adoption Date (the “ten-year” period), after which period no further Options shall be offered or granted but the provisions of New Share Option Scheme shall remain in full force and effect in all other respects. Options granted during the life of New Share Option Scheme shall continue to be exercisable in accordance with their terms of grant after the end of the ten-year period.

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SUMMARY OF THE PRINCIPAL TERMS OF NEW SHARE OPTION SCHEME

APPENDIX I

12. EXERCISE OF OPTIONS

(i) An Option may, subject to the provisions of paragraph 15, be exercised in whole or in part in the manner set out in paragraph 12(ii) by the Grantee (or his legal personal representative(s)) by giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the Subscription Price multiplied by the number of Shares in respect of which the notice is given. Within 28 days after receipt of the notice and, where appropriate, receipt of the Auditors’ certificate or the certificate from the independent financial adviser to the Company pursuant to paragraph 14, the Company shall accordingly allot and issue the relevant number of Shares to the Grantee (or his legal personal representative(s)) credited as fully paid and issue to the Grantee (or his legal personal representative(s)) share certificates in respect of the Shares so allotted.
(ii) Subject to the provisions of paragraph 15 and to any restrictions applicable under the GEM Listing Rules and notwithstanding the terms of grant thereof, an Option may be exercised by the Grantee at any time during the Option Period, provided that:
(a) in the event of the Grantee ceasing to be a Participant by reason of his death, his legal personal representative(s) may exercise the Option up to the Grantee’s entitlement (to the extent not already exercised) within the period of 12 months following his death provided that where any of the events set out in paragraphs 12(ii)(e), (f), (g) and (h) occurs prior to his death or within such period of 6 months following his death, then his personal representative(s) may so exercise the Option within such of the various periods respectively set out in such paragraphs provided further that if within a period of 3 years prior to the Grantee’s death, the Grantee had committed any of the acts specified in paragraph 13(vi) which would have entitled the Company to terminate his employment prior to his death, the Board may at any time forthwith terminate the Option (to the extent not already exercised) by written notice to the Grantee’s legal personal representative(s) and/or to the extent the Option has been exercised in whole or in part by his legal personal representative(s), but Shares have not been allotted, he shall be deemed not to have so exercised such Option and the Company shall return to him the amount of the Subscription Price for the Shares in respect of the purposed exercise of such Option;
(b) in the event of a Grantee who is an employee or a director of the Company or another member of the Group ceasing to be a Participant for any reason other than his death or the termination of his employment or directorship on one or more of the grounds specified in paragraph 13(vi), the Option (to the extent not already exercised) shall lapse on the date of cessation of such employment (which date shall be the last actual working day with the Company or the relevant Subsidiary whether salary is paid in lieu of notice

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SUMMARY OF THE PRINCIPAL TERMS OF NEW SHARE OPTION SCHEME

APPENDIX I

or not) and shall cease to be exercisable provided that the Board one month from the date of such cessation otherwise determines that the Option (or such remaining part thereof) shall become exercisable within such period as the Board may determine following the date of such cessation;

(c) in the event of a Grantee who is not an employee or a director of the Company or another member of the Group ceasing to be a Participant as and when determined by the Board by resolution for any reason other than his death the Board may by written notice to such Grantee within one month from the date of such cessation determine the period within which the Option (or such remaining part thereof) shall be exercisable following the date of such cessation;
(d) in the event of the Grantee ceasing to be a Participant by reason of the termination of his employment or directorship on one or more of the grounds specified in paragraph 13(vi) and the Grantee has exercised the Option in whole or in part pursuant to New Share Option Scheme, but Shares have not been allotted to him, the Grantee shall be deemed not to have so exercised such Option and the Company shall return to the Grantee the amount of the Subscription Price for the Shares in respect of the purported exercise of such Option;
(e) if a general offer by way of takeover or otherwise (other than by way of scheme of arrangement pursuant to paragraph 12(ii)(f) below) is made to all the holders of Shares (or all such holders other than the offeror, any person controlled by the offeror and any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Company shall forthwith give notice thereof to the Grantee and the Grantee shall be entitled to exercise the Option at any time within such period as shall be notified by the Board;
(f) if a general offer for Shares by way of scheme of arrangement is made to all the holders of Shares and has been approved by the necessary number of holders of Shares at the requisite meetings, the Company shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be notified by the Board) exercise the Option;
(g) in the event a notice is given by the Company to its Shareholders to convene a Shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option, and the Company shall as soon as possible and in any event no later than three days prior to the date of the proposed Shareholders’ meeting, allot, issue and register in the name of the Grantee such number of fully paid Shares which fall to be issued on exercise of such Option; and

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF NEW SHARE OPTION SCHEME

(h) In the event of a compromise or arrangement, other than a scheme of arrangement contemplated in paragraph 12(ii)(f) above, between the Company and its members or creditors being proposed in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees on the same day as it gives notice of the meeting to its members or creditors to consider such a scheme or arrangement and the Grantee may at any time thereafter but before such time as shall be notified by the Company exercise the Option, and the Company shall as soon as possible and in any event no later than three days prior to the date of the proposed meeting, allot, issue and register in the name of the Grantee such number of fully paid Shares which fall to be issued on exercise of such Option.

13. LAPSE OF OPTIONS

An Option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:

(i) the expiry of the Option Period (subject to the provisions of New Share Option Scheme);
(ii) the expiry of the periods referred to in paragraph 12;
(iii) the expiry of the period referred to in paragraph 12(ii)(e) provided that if any court of competent jurisdiction makes an order the effect of which is to prohibit the offeror from acquiring the remaining Shares in the Offer, the relevant period within which Options may be exercised shall not begin to run until the discharge of the order in question or unless the offer lapses or is withdrawn before that date;
(iv) subject to the scheme of arrangement (referred to in paragraph 12(ii)(f) becoming effective, the expiry of the period for exercising the Option as referred to in paragraph 12(ii)(f);
(v) the date of the commencement of the winding-up of the Company;
(vi) the date on which the Grantee (if an employee or director of the Company or another member of the Group) ceases to be a Participant by reason of the termination of his employment or directorship on the grounds that he has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his debts or has committed any act of bankruptcy or has become insolvent or has made any arrangements or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty or on any other grounds on which an employer would be entitled to terminate his employment summarily. A resolution of the

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SUMMARY OF THE PRINCIPAL TERMS OF NEW SHARE OPTION SCHEME

APPENDIX I

Board to the effect that the employment of a Grantee has or has not been terminated on one or more of the grounds specified in this paragraph 13(vi) shall be conclusive;

(vii) the date on which the Grantee commits a breach of paragraph 18; and
(viii) subject to paragraph 12(ii)(b), the date the Grantee, ceases to be a Participant for any other reason.

14. ADJUSTMENTS TO THE SUBSCRIPTION PRICE OR NUMBER OF SECURITIES

In the event of any alteration to the capital structure of the Company whilst any Option remains exercisable, arising from capitalisation of profits or reserves, rights issue, consolidation, subdivision or reduction of the share capital of the Company, other than any alternation in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party, such corresponding alterations (if any) shall comply with the relevant requirements of Chapter 23 of the GEM Listing Rules and shall be made in:–

(i) the number or nominal amount of Shares subject to the Option so far as unexercised; and

(ii) the Subscription Price,

or any combination thereof as the Auditors or the independent financial adviser to the Company shall at the request of the Company certify in writing to the Board either generally or as regards any particular Grantee to be in their opinion fair and reasonable provided that any such adjustments give a Grantee the same proportion of equity capital of the Company as to which that Grantee was previously entitled but no such alterations shall be made the effect of which would be to enable a Share to be issued at less than its nominal value. The capacity of the Auditors or the independent financial adviser to the Company in this paragraph is that of experts and not of arbitrators and their certification shall, in the absence of manifest error, be final and binding on the Company and the Grantees. The costs of the Auditors or the independent financial adviser to the Company shall be borne by the Company.

15. CANCELLATION OF OPTION

(i) Notwithstanding any other provision of New Share Option Scheme, the Board shall be entitled at its absolute discretion at any time and from time to time to cancel any Option, either in whole or in part, after notice of a valid exercise thereof has been given by the Grantee but before the Company has issued and allotted any Shares pursuant to the exercise of that Option, by giving notice in writing to the Grantee stating that such Option is thereby cancelled.

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SUMMARY OF THE PRINCIPAL TERMS OF NEW SHARE OPTION SCHEME

APPENDIX I

(ii) If any Option shall be cancelled pursuant to paragraph 15(i), the Grantee shall, subject as provided in New Share Option Scheme, be entitled to be paid by the Company a refund of the Subscription Price paid on a valid exercise of such Option together with an additional payment in cash to compensate him for such cancellation, calculated in accordance with the formula below. Such refund and payment shall be made within 14 business days of the Company giving notice of such cancellation and once such refund and payment has been made by the Company, the Grantee shall have no other claim against the Company in connection with any Option so cancelled. The amount of payment shall be calculated by reference to the following formula:

(A X B) – C

where

A: is the number of Shares that would have been issued on exercise of the Option (the “Applicable Shares”);
B: is the average closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange for the five business days on which the Stock Exchange is open for business last preceding the date the Company receives notice of exercise of the Option; and
C: is the aggregate Subscription Price for the Applicable Shares,

provided that if the calculation shall result in a negative figure it shall be deemed to be zero.

16. STATUS

The Share to be alloted on exercise of Options shall be identical to the then issued Shares.

17. TERMINATION OF NEW SHARE OPTION SCHEME

The Company by ordinary resolution in general meeting or by resolution of the Board may at any time terminate the operation of New Share Option Scheme and in such event no further Options will be offered or granted but in all other respects the provisions of New Share Option Scheme shall remain in full force and effect. Options which are granted during the life of New Share Option Scheme and remain unexpired immediately prior to the termination of the operation of New Share Option Scheme shall continue to be exercisable in accordance with their terms of issue after the termination of New Share Option Scheme.

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SUMMARY OF THE PRINCIPAL TERMS OF NEW SHARE OPTION SCHEME

APPENDIX I

18. TRANSFERABILITY OF OPTIONS

An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to any Option. Any breach of the foregoing shall entitle the Company to cancel any outstanding Option or part thereof granted to such Grantee without incurring any liability on the part of the Company.

19. ALTERATION OF NEW SHARE OPTION SCHEME

Those specific provisions of New Share Option Scheme which relate to the matters set out in Rule 23.03 of the GEM Listing Rules cannot be altered to the advantage of Participants, and no changes to the authority of the Board in relation to any alteration of the terms of New Share Option Scheme shall be made, without the prior approval of Shareholders in general meeting. Any alterations to the terms and conditions of New Share Option Scheme which are of a material nature, or any change to the terms of Options granted, must also, to be effective, be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of New Share Option Scheme. The amended terms of New Share Option Scheme must still comply with the relevant requirements of Chapter 23 of the GEM Listing Rules.

20. ADMINISTRATION OF NEW SHARE OPTION SCHEME

New Share Option Scheme shall be subject to the administration of the Board whose decision as to all matters arising in relation to New Share Option Scheme or its interpretation or effect shall be final and binding on all parties.

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BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

The biographical details of the Directors proposed to be re-elected at the AGM are set out as follows:–

EXECUTIVE DIRECTORS

Dr. Chew Chee Wah (“Dr. Chew”) , aged 49, joined the Company as an executive Director in May 2014 and was re-designated as the chairman of the Company in July 2014. Dr. Chew holds a Doctor of Philosophy in Business Administration from Nueva Ecija University of Science and Technology in Republic of the Philippines. Dr. Chew is a fellow member of the Australia Association of Taxation and Management Accountants. Dr. Chew has extensive working experience in business management consultancy for over 20 years. Dr. Chew did not hold any other directorship in any public listed companies in the last three years.

Dr. Chew entered into a service contract with the Company and the term of the service contract is for a period of three years. Dr. Chew’s appointment is subject to retirement by rotation and re-election pursuant to the articles of association of the Company. Pursuant to the service contract, Dr. Chew is entitled to a remuneration of HK$35,000 per month for the term of the service contract as determined by the Board by reference to his background, experience, duties and responsibilities with the Company and prevailing market conditions. Dr. Chew has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does he hold any other position with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Dr. Chew has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Dr. Chew pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

Mr. Tam Kwok Leung (“Mr. Tam”) , aged 46, joined the Company as an executive Director in May 2014 and was re-designated as the chief executive officer of the Company in August 2014. Mr. Tam holds a Master Degree in Business Administration from Heriot-Watt University in the United Kingdom. Mr. Tam has extensive working experience in business management, business planning and development for over 20 years. Mr. Tam did not hold any other directorship in any public listed companies in the last three years.

Mr. Tam entered into a service contract with the Company and the term of the service contract is for a period of three years. Mr. Tam’s appointment is subject to retirement by rotation and re-election pursuant to the articles of association of the Company. Pursuant to the service contract, Mr. Tam is entitled to a remuneration of HK$15,000 per month for the term of the service contract as determined by the Board by reference to his background, experience, duties and responsibilities with the Company and prevailing market conditions. Mr. Tam has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does he hold any other position with the Company or any of its subsidiaries.

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BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

As at the Latest Practicable Date, Mr. Tam has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Mr. Tam pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

Ms. Huang Miaochan (“Ms. Huang”) , aged 33, joined the Company as an executive Director in December 2011. Ms. Huang holds a degree of Master of Laws in PRC Law from the Open University of Hong Kong and has experience in human resources management-related work. Ms. Huang did not hold any other directorship in any public listed companies in the last three years.

There is no service contract between the Company and Ms. Huang. Ms. Huang is not appointed for a specified term and is subject to retirement by rotation and other related provisions as stipulated in the articles of association of the Company. Ms. Huang is entitled to a remuneration of HK$10,000 per month which was determined by the Board with reference to the prevailing market conditions, her role and responsibilities. Ms. Huang has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does she hold any other position with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Ms. Huang has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Ms. Huang pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

Mr. Zhang Jinshu (“Mr Zhang”) , aged 49, joined the Company as an executive Director in October 2012. Mr. Zhang has over 19 years’ experience in trading, finance and investments. He is currently a director of a guarantee and investment company in Shenzhen, the People’s Republic of China. Mr. Zhang did not hold any other directorship in any public listed companies in the last three years.

There is an appointment letter between Mr. Zhang and the Company and his appointment is not for a fixed term and is subject to retirement and rotation at the annual general meeting of the Company. Mr. Zhang is entitled to HK$120,000 per annum which has been determined by the Board with reference to his duties and responsibilities with the Company. Mr. Zhang has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does he hold any other position with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Mr. Zhang has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Mr. Zhang pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

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BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. Luk Chi Shing (“Mr. Luk”) , aged 44, joined the Company as an executive Director in April 2014. Mr. Luk holds a Bachelors Degree of Business Administration in Accountancy from City University of Hong Kong. Mr. Luk is an associate member of Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. Mr. Luk has extensive working experience in financial management, auditing and public listed companies for over 15 years. Mr. Luk is currently the independent non-executive director of Computech Holdings Limited (stock code: 8081) and Gamma Logistics Corporation (stock code: 8310) respectively, both of which are companies listed on GEM. Saved as disclosed above, Mr. Luk did not hold any other directorship in any public listed companies in the last three years.

Mr. Luk entered into a service contract with the Company and the term of the service contract is for a period of three years. Mr. Luk’s appointment is subject to retirement by rotation and re-election pursuant to the articles of association of the Company. Pursuant to the service contract, Mr. Luk is entitled to a remuneration of HK$15,000 per month for the term of the service contract as determined by the Board by reference to his background, experience, duties and responsibilities with the Company and prevailing market conditions. Save as aforesaid, Mr. Luk did not hold any other directorship in any public listed companies in the last three years. Mr. Luk has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does he hold any other position with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Mr. Luk has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Mr. Luk pursuant to Rule 17.50(2) (h) to (v) of the Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

Ms. Zhang He (“Ms Zhang”) , aged 32, joined the Company as an executive Director in August 2014. Ms. Zhang has extensive working experience in media and entertainment business, business management, business planning and development for about eight years and was an executive director of TLT Lottotainment Group Limited (stock code: 8022) until May 2014. Furthermore, Ms. Zhang has been a director of a wholly owned subsidiary of the Company since April 2011. Saved as disclosed above, Ms. Zhang did not hold any other directorship in any public listed companies in the last three years.

Ms. Zhang entered into a service contract with the Company and the term of the service contract is for a period of three years. Ms. Zhang’s appointment is subject to retirement by rotation and re-election pursuant to the articles of association of the Company. Pursuant to the service contract, Ms. Zhang is entitled to a remuneration of HK$15,000 per month for the term of the service contract as determined by the Board by reference to her background, experience, duties and responsibilities with the Company and prevailing market conditions. Ms. Zhang has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does she hold any other position with the Company or any of its subsidiaries.

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BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

As at the Latest Practicable Date, Ms. Zhang has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Ms. Zhang pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

Mr. Lee Yiu Tung (“Mr. Lee”) , aged 51, joined the Company as an executive Director in August 2014. Mr. Lee holds a Bachelor of Arts in Architectural Studies with Honors, a Bachelor of Architecture and a Master of Science degree in Real Estate all from the University of Hong Kong. Mr. Lee is a member of Hong Kong Institute of Directors, Royal Institute of British Architects and Hong Kong Institute of Architects. Mr. Lee is a registered architect in Hong Kong with extensive working experiences in business management consultancy, property development, project management and development consultant services. Mr. Lee was appointed as an executive director of Birmingham International Holdings Limited (stock code: 2309) until 11 January 2013. Saved as disclosed above, Mr. Lee did not hold any other directorship in any public listed companies in the last three years.

Mr. Lee entered into a service contract with the Company and the term of the service contract is for a period of three years. Mr. Lee’s appointment is subject to retirement by rotation and re-election pursuant to the articles of association of the Company. Pursuant to the service contract, Mr. Lee is entitled to a remuneration of HK$15,000 per month for the term of the service contract as determined by the Board by reference to his background, experience, duties and responsibilities with the Company and prevailing market conditions. Mr. Lee has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does he hold any other position with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Mr. Lee has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Mr. Lee pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

NON-EXECUTIVE DIRECTORS

Dr. Pan Jin (“Dr. Pan”) , aged 52, joined the Company as an non-executive Director in October 2010. Dr. Pan holds a Doctor of Engineering degree from Tsinghua University. Dr. Pan has joined Tsinghua Tongfang Co., Ltd. since 1998, a company established in the PRC and the shares of which are listed on the Shanghai Stock Exchange, Dr. Pan is currently the assistant president and the general manager of the Investment Development Department of Tsinghua Tongfang Co., Ltd. and a director of Tongfang Guoxin Electronics Co., Ltd.,the shares of which are listed on the Shenzhen Stock Exchange. Furthermore, Dr. Pan is currently an executive director of Neo-Neon Holdings Limited (stock code: 1868), a company listed on the Main Board of the Stock Exchange. Save as aforesaid, Dr. Pan did not hold any other directorship in any public listed companies in the last three years.

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BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

There is no service contract between Dr. Pan and the Company and his appointment is for a term of one year and is subject to retirement and rotation at the annual general meeting of the Company. Dr. Pan is entitled to HK$5,000 per month which has been determined by the Board with reference to his duties and responsibilities with the Company. Dr. Pan has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does he hold any other position with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Dr. Pan has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Dr. Pan pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

Ms. Xiao Yongzhen (“Ms. Xiao”) , aged 45, joined the Company as a non-executive Director in October 2012. Ms. Xiao has over 17 years’ experience in air travel and ticketing services in the PRC. She is currently the vice general manager of an air travel services company in the PRC. Ms. Xiao did not hold any other directorship in any public listed companies in the last three years.

There is an appointment letter between Ms. Xiao and the Company and her appointment is for a fixed term of two years and is subject to retirement and rotation at the annual general meeting of the Company. Ms. Xiao is entitled to HK$60,000 per annum which has been determined by the Board with reference to her duties and responsibilities with the Company. Ms. Xiao has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does she hold any other position with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Ms. Xiao has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Ms. Xiao pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Chan Yee Sze (“Mr. Chan”) , aged 39, joined the Company as an independent non-executive Director in February 2013. Mr. Chan holds a Bachelor of Arts in Accountancy from Hong Kong Polytechnic University. Mr. Chan is a certified public accountant and the sole proprietor of Stephen YS Chan & Co, which is a firm of certified public accountants. He is a member of Hong Kong Institute of Certified Public Accountants. Mr. Chan has over 14 years of experience in the field of auditing, accounting as well as financial management. Mr. Chan had been a director of Premium Account & Sec Limited, Go Tech (United) Limited and Surplus Resources International Limited, which were private companies incorporated in Hong Kong and had been dissolved by striking off or deregistration. Mr. Chan confirms that Premium Account & Sec Limited was principally engaged in provision of accountancy and secretarial services prior to its dissolution while both Go Tech (United)

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BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Limited and Surplus Resources International Limited were inactive and had no business since they were incorporated up to their respective dissolution. Mr. Chan further confirms that each of Premium Account & Sec Limited, Go Tech (United) Limited and Surplus Resources International Limited was solvent and dormant at the time of each of their dissolution. Saved as disclosed above, Mr. Chan did not hold any other directorship in any public listed companies in the last three years.

A letter of appointment was entered into between the Company and Mr. Chan. Mr. Chan is appointed for a term of one year and is subject to retirement by rotation and other related provisions as stipulated in the articles of association of the Company. The remuneration of Mr. Chan will be HK$10,000 per month which was determined by the Board with reference to the prevailing market conditions, his role and responsibilities. Mr. Chan did not hold any other directorship in any public listed companies in the last three years. Mr. Chan has no relationship with any directors, senior management or substantial or controlling shareholder of the Company. Mr. Chan is the chairman of the audit committee, remuneration committee and nomination committee of the Company. Save as aforesaid, he does not hold any other position with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Mr. Chan has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Mr. Chan pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

Ms. Yuen Wai Man (“Ms. Yuen”) , aged 42, joined the Company as an independent non-executive Director in April 2014. Ms. Yuen graduated from the University of Hong Kong with a degree in Business Administration in 1994. She is the fellow member of the Association of Chartered Certified Accountants, fellow member of the Hong Kong Institute of Certified Public Accountants and overseas member of the Chinese Institute of Certified Public Accountants. Ms. Yuen worked in accounting and auditing area for over 19 years. Ms. Yuen was appointed as an independent non-executive director of The Hong Kong Building and Loan Agency Limited (stock code: 145) which is a company listed on the Main Board of the Stock Exchange since 1 November 2012 and Chinese Strategic Holdings Limited (stock code: 8089) which is a company listed on GEM since 4 July 2008. Saved as disclosed above, Ms. Yuen did not hold any other directorship in any public listed companies in the last three years.

Ms. Yuen entered into a service contract with the Company and the term of the service contract is for a period of three years. Ms. Yuen’s appointment is subject to retirement by rotation and re-election pursuant to the articles of association of the Company. Pursuant to the service contract, Ms. Yuen is entitled to a remuneration of HK$10,000 per month for the term of the service contract as determined by the Board by reference to her background, experience, duties and responsibilities with the Company and prevailing market conditions. Save as aforesaid, Ms. Yuen did not hold any other directorship in any public listed companies in the last three years. Ms. Yuen has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does she hold any other position with the Company or any of its subsidiaries.

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BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

As at the Latest Practicable Date, Ms. Yuen has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Ms. Yuen pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

Mr. Koh Kwing Chang (“Mr. Koh”) , aged 68, joined the Company as an independent non-executive Director in May 2014. Mr. Koh holds a Business Management Diploma from the New Zealand Institute of Management. Mr. Koh has extensive experience in the securities industry for over 30 years. Mr. Koh is currently a director and responsible officer of Manureen Securities Limited (formerly known as Legarleon Securities Limited), an exchange participant of the Stock Exchange and registered securities dealer under the Securities and Futures Ordinance. Mr. Koh did not hold any other directorship in any public listed companies in the last three years.

Mr. Koh entered into a service contract with the Company and the term of the service contract is for a period of three years. Mr. Koh’s appointment is subject to retirement by rotation and re-election pursuant to the articles of association of the Company. Pursuant to the service contract, Mr. Koh is entitled to a remuneration of HK$10,000 per month for the term of the service contract as determined by the Board by reference to his background, experience, duties and responsibilities with the Company and prevailing market conditions. Mr. Koh has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does he hold any other position with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Mr. Koh has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Mr. Koh pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

Mr. Lui Wai Ming (“Mr. Lui”) , aged 43, joined the Company as an independent non-executive Director in May 2014. Mr. Lui holds an Executive Master Degree in Business Administration from Cheung Kong Graduate School of Business in the Peoples’ Republic of China. Mr. Lui is a fellow member of the Association of Chartered Certified Accountants and an associate member of Hong Kong Institute of Certified Public Accountants. Mr. Lui has extensive experience in auditing, accounting, investment, financial and corporate management for over 20 years. Mr. Lui did not hold any other directorship in any public listed companies in the last three years.

Mr. Lui entered into a service contract with the Company and the term of the service contract is for a period of three years. Mr. Lui’s appointment is subject to retirement by rotation and re-election pursuant to the articles of association of the Company. Pursuant to the service contract, Mr. Lui is entitled to a remuneration of HK$10,000 per month for the term of the service contract as determined by the Board by reference to his background, experience, duties and responsibilities with the Company and prevailing market conditions.

– 26 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. Lui has no relationship with any directors, senior management or substantial or controlling shareholder of the Company, nor does he hold any other position with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Mr. Lui has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no information to be disclosed by Mr. Lui pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules and there is no other information that need to be brought to the attention of the Shareholders.

– 27 –

NOTICE OF AGM

**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 annual general meeting of Tai Shing International (Holdings) Limited (the “Company”) will be held on 12 November 2014 at 4:30 p.m. at Room 2201-2, 22/F, Chuang’s Enterprises Building, 382 Lockhart Road, Hong Kong to consider and, if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

to receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Directors”) and the auditors of the Company for the year ended 31 March 2013.
to re-elect Dr. Chew Chee Wah as an executive director of the Company.
to re-elect Mr. Tam Kwok Leung as an executive director of the Company.
to re-elect Ms. Huang Miaochan as an executive director of the Company.
to re-elect Mr. Zhang Jinshu as an executive director of the Company.
to re-elect Mr. Luk Chi Shing as an executive director of the Company.
to re-elect Ms. Zhang He as an executive director of the Company.
to re-elect Mr. Lee Yiu Tung as an executive director of the Company.
to re-elect Dr. Pan Jin as a non-executive director of the Company.
to re-elect Ms. Xiao Yongzhen as a non-executive director of the Company.
to re-elect Mr. Chan Yee Sze as an independent non-executive director of the Company.
to re-elect Ms. Yuen Wai Man as an independent non-executive director of the Company.
To re-elect Mr. Koh Kwing Chang as an independent non-executive director of the Company.

– 28 –

NOTICE OF AGM

to re-elect Mr. Lui Wai Ming as an independent non-executive director of the Company.
to authorize the board of Directors to fix the Directors’ remunerations.
to re-appoint CCTH CPA Limited as the auditors of the Company and authorize the Board to fix their remuneration;

To consider as special business and, if thought fit, passing with or without modification, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

“ THAT :
(a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or deal with additional shares in the capital of the Company and to make or grant offers, agreements and options share which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (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 hereinafter defined in this resolution); or (ii) any share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) the exercise of rights of subscription or conversion under the terms of any warrants or convertible bonds issued by the Company or any securities which are convertible into shares of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

– 29 –

NOTICE OF AGM

(d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(1) the conclusion of the next annual general meeting of the Company;
(2) 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 or any applicable laws of the Cayman Islands or any other applicable laws to be held; and
(3) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares in the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of shares as at that date (subject to such exclusions 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 or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong).”

18. “ THAT

(a) subject to and conditional upon the Listing Division of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the shares in the share capital of the Company to be issued pursuant to the exercise of share options which may be granted under the new share option scheme of the Company (the “New Share Option Scheme”) (a copy of which has been produced to this meeting marked “A” and initialed by the chairman of the meeting for identification purpose), the New Share Option Scheme be and is hereby approved and adopted to be the share option scheme of the Company and that the directors of the Company be and are hereby authorised to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient in order to give effect to the New Share Option Scheme, notwithstanding that they or any of them may be interested in the same;
(b) subject to and conditional upon the passing of the Resolution numbered 18(a) above and the condition referred to therein being satisfied or fulfilled, the New Share Option Scheme becoming unconditional and coming into effect (such that no further options could thereafter be offered under the Existing Share Option Scheme of the Company); and

– 30 –

NOTICE OF AGM

(c) the Directors of the Company be and are hereby authorised to do all acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to New Share Option Scheme, including without limitation to allot and issue from time to time such number of shares of the Company as may be required to be allotted and issued pursuant to the exercise of the options granted under New Share Option Scheme and subject to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, provided that the total number of shares of the Company which may be issued upon exercise of all options to be granted under New Share Option Scheme shall not in aggregate exceed 10% of the shares of the Company in issue as at the date of passing this resolution, but the Company may seek approval by the shareholders of the Company in general meeting for refreshing the 10% limit under New Share Option Scheme.”

By order of the Board of Tai Shing International (Holdings) Limited Dr. Chew Chee Wah Chairman and executive Director

Hong Kong, 10 October 2014

Notes:

A shareholder entitled to attend and vote at the AGM or any adjourned meeting is entitled to appoint a person or persons as his proxy or proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.
To be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.
Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting, and in such event the instrument appointing a proxy shall be deemed to be revoked.

– 31 –

NOTICE OF AGM

As at the date of this notice, the Board comprises the following Directors:

executive Directors:

Dr. Chew Chee Wah (Chairman) Mr. Tam Kwok Leung (Chief Executive Officer) Ms. Ju Lijun Ms. Huang Miaochan Mr. Zhang Jinshu Mr. Luk Chi Shing Ms. Zhang He Mr. Lee Yiu Tung

non-executive Directors: Dr. Pan Jin Mr. Dai Yuanxin Ms. Xiao Yongzhen

independent non-executive Directors:

Mr. Chan Yee Sze Mr. Xu Jingbin Ms. Hu Yun Ms. Yuen Wai Man Mr. Koh Kwing Chang Mr. Lui Wai Ming

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.

– 32 –

AI assistant

hmvod Limited — Proxy Solicitation & Information Statement 2014

51270_rns_2014-10-09_cff94ac1-fe43-447e-8feb-d30cf74054b9.pdf

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

(1) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES;

(2) ADOPTION OF NEW SHARE OPTION SCHEME; (3) RE-ELECTION OF DIRECTORS; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

To the Shareholders

(1) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES;

(2) ADOPTION OF NEW SHARE OPTION SCHEME; (3) RE-ELECTION OF DIRECTORS; AND (4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

(1) PROPOSED GRANT OF THE GENERAL MANDATE TO ISSUE NEW SHARES

(2) PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME

Existing Share Option Scheme

(3) RE-ELECTION OF DIRECTORS

AGM

LETTER FROM THE BOARD

COMPETING INTERESTS

RESPONSIBILITY STATEMENT

RECOMMENDATION

LETTER FROM THE BOARD

GENERAL INFORMATION

1. PURPOSE OF NEW SHARE OPTION SCHEME

2. PARTICIPANTS

3. MAXIMUM NUMBER OF SHARES

4. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

5. PERIOD OF NEW SHARE OPTION SCHEME

6. GRANT OF OPTIONS

7. GRANT OF OPTIONS TO CONNECTED PERSONS

8. TIME OF ACCEPTANCE AND PAYMENT ON ACCEPTANCE

9. SUBSCRIPTION PRICE FOR SHARES

10. RANKING OF SHARES

11. DURATION OF NEW SHARE OPTION SCHEME

APPENDIX I

12. EXERCISE OF OPTIONS

APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF NEW SHARE OPTION SCHEME

13. LAPSE OF OPTIONS

14. ADJUSTMENTS TO THE SUBSCRIPTION PRICE OR NUMBER OF SECURITIES

(ii) the Subscription Price,

15. CANCELLATION OF OPTION

APPENDIX I

(A X B) – C

16. STATUS

17. TERMINATION OF NEW SHARE OPTION SCHEME

18. TRANSFERABILITY OF OPTIONS

19. ALTERATION OF NEW SHARE OPTION SCHEME

20. ADMINISTRATION OF NEW SHARE OPTION SCHEME

EXECUTIVE DIRECTORS

NON-EXECUTIVE DIRECTORS

INDEPENDENT NON-EXECUTIVE DIRECTORS

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

(Stock Code: 8103)

ORDINARY RESOLUTIONS

ORDINARY RESOLUTIONS

18. “ THAT

By order of the Board of Tai Shing International (Holdings) Limited Dr. Chew Chee Wah Chairman and executive Director

Hong Kong, 10 October 2014

executive Directors:

independent non-executive Directors:

More from hmvod Limited

hmvod Limited Proxy Solicitation & Information Statement 2014

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

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