hmvod Limited — Proxy Solicitation & Information Statement 2015

May 19, 2015

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 or transferred all your shares in Tai Shing International (Holdings) Limited (the “ Company ”), 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)

PROPOSED CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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

A notice convening the extraordinary general meeting (the “ EGM ”) of the Company to be held at Auberge Discovery Bay Hong Kong, 88 Siena Avenue, Discovery Bay, Lantau Island, Hong Kong on 2 June 2015 at 8:00 a.m., is set out on pages 6 to 7 of this circular.

Whether or not you propose to attend the meeting, you are advised to complete the accompanying form of proxy 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 extraordinary 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

18 May 2015

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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CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-2
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3-5
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6-7

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DEFINITIONS

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

• “Articles” the articles of association of the Company currently in force;

• “Board” the board of Directors; “CCTH” CCTH CPA Limited;

• “Change of Auditors” the proposed appointment of Elite as auditors of the Group following the resignation of CCTH upon the approval of the Shareholders by an ordinary resolution at the EGM and to hold office until the conclusion of the next annual general meeting of the Company;

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

• “Director(s)” the director(s) of the Company; “EGM” the extraordinary general meeting of the Company to be convened and held at Auberge Discovery Bay Hong Kong, 88 Siena Avenue, Discovery Bay, Lantau Island, Hong Kong on 2 June 2015 at 8:00 a.m.;

• “Elite” Elite Partners CPA Limited, being the proposed new auditors of the Group;

• “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;

• “Group” the Company and its subsidiaries; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Latest Practicable Date” 18 May 2015, being the latest practicable date prior to the printing of this circular;

• “Share(s)” ordinary share(s) of HK$0.05 each in the issued capital of the Company;

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DEFINITIONS

“Shareholder(s)” holder(s) of the Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

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

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

Executive Directors:

Dr. Chew Chee Wah (Chairman) Mr. Tam Kwok Leung (Chief Executive Officer) Ms. Ju Lijun 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 M2B2, 7/F., Kaiser Estate, phase 3, No. 11 Hok Yuen Street, Hunghom, Kowloon, Hong Kong

Independent non-executive Directors:

Mr. Chan Yee Sze

Ms. Hu Yun Mr. Koh Kwing Chang Mr. Lui Wai Ming Mr. Lai Chi Leung

18 May 2015

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information on (i) the proposed Change of Auditors; and (ii) the notice of EGM to be convened and held for the purpose of considering and, if thought fit, approving the necessary resolution in relation to the proposed Change of Auditors.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF AUDITORS

The Board announced on 18 May 2015 that the Company will not reappoint CCTH as the auditors of the Group, as the Company and CCTH have not been able to reach an agreement in relation to the auditor’s remuneration for the financial year ended 31 March 2015.

With the recommendation from the audit committee of the Company, the Board proposes to appoint Elite as the auditors of the Group to fill the vacancy following the resignation of CCTH. Pursuant to the Articles 153(3), the appointment of another auditor will be subject to the approval by the Shareholders by an ordinary resolution at the EGM.

CCTH has confirmed that there are no circumstances connected with his resignation that he considers ought to be brought to the attention of the holders of securities of the Company.

The Board confirms that CCTH has not yet commenced any audit work on the accounts of the Group for the financial year ended 31 March 2015. The Board believes that the Change of Auditors will not affect the audit of financial statements and the release of annual results of the Group for the financial year ended 31 March 2015 provided that the required Shareholders’ approval at the EGM for the Change of Auditors is duly given.

EGM

A notice convening the EGM is set out on pages 6 to 7 of this circular.

The ordinary resolution for the Change of Auditors will be proposed at the EGM. All ordinary resolutions 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 intend to be present at the EGM, 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 EGM. The completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting in person.

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

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LETTER FROM THE BOARD

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 Change of Auditors referred to in this circular is in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all resolutions proposed in the EGM.

Yours faithfully, On behalf of the Board Tai Shing International (Holdings) Limited Tam Kwok Leung Executive Director

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NOTICE OF EGM

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 an extraordinary general meeting of Tai Shing International (Holdings) Limited (the “ Company ”) will be held on 2 June 2015 at Auberge Discovery Bay Hong Kong, 88 Siena Avenue, Discovery Bay, Lantau Island, Hong Kong at 8:00 a.m. to consider and, if thought fit, to pass with or without amendments, the following ordinary resolution:

“ THAT Elite Partners CPA Limited be and is hereby appointed as auditors of the Company and its subsidiaries to fill the casual vacancy created by the resignation of CCTH CPA Limited and to hold office until the conclusion of the next annual general meeting of the Company and the board of directors of the Company be authorised to fix their remuneration.”

By order of the Board of Tai Shing International (Holdings) Limited Tam Kwok Leung Executive Director

Hong Kong, 18 May 2015

Notes:

1. A shareholder entitled to attend and vote at the EGM 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.

2. 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 EGM 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.

3. 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.

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NOTICE OF EGM

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 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 Ms. Hu Yun Mr. Koh Kwing Chang Mr. Lui Wai Ming Mr. Lai Chi Leung

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.

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