Huscoke Holdings Limited — Proxy Solicitation & Information Statement 2008

Mar 19, 2008

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(incorporated in Bermuda with limited liability)

(Stock code: 704)

website: http://www.frankiedominion.com

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting of Frankie Dominion International Limited (“ Company ”) will be held at 10:30 a.m. on Monday, 7 April 2008 at the Board Room, 1[st] Floor, The Aberdeen Marine Club, 8 Shum Wan Road, Aberdeen, Hong Kong for the purpose of considering and, if though fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the authorised share capital of Frankie Dominion International Limited (“ Company ”) be and it is hereby increased from HK$100,000,000 to HK$1,000,000,000 by the creation of an additional 9,000,000,000 ordinary shares of HK$0.10 each in the capital of the Company.”

2. “ THAT , subject to the passing of resolution numbered 1 above:

   • (A) the form and substance of the agreement (“ Acquisition Agreement ”) dated 11 January 2008 and made between Wu Jixian as vendor (“ Vendor ”) and Rich Key Enterprises Limited as purchaser (“ Purchaser ”) and Frankie Dominion International Limited (“ Company ”) as warrantor of the Purchaser, in relation to (i) the sale and purchase of the entire issued shares in Pride Eagle Investments Limited and the face value of the loans outstanding as at the completion of such transaction made by or on behalf of the Vendor to Pride Eagle Investments Limited; and (ii) the sale and purchase of the entire issued shares in Joy Wisdom International Limited and the face value of the loans outstanding as at completion of such transaction made by or on behalf of the Vendor to Joy Wisdom International Limited, each at a consideration (subject to adjustments pursuant to the terms of the Acquisition Agreement) of HK$1,200 million (a copy of the Acquisition Agreement has been produced to the meeting and marked “A” and initialed by the chairman of the meeting for identification purpose), as mentioned in the circular (“ Circular ”) of the Company dated 20 March 2008 (a copy of which has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated thereby be and they are hereby approved;

   • (B) the creation and issue of the Convertible Bonds (as defined in the Circular), on and subject to the terms of the Acquisition Agreement, be and it is hereby approved;

   • (C) the directors (“ Directors ”) of the Company be and they are hereby generally and specifically authorized to allot and issue such number of new shares in the capital of the Company as may be allotted and issued upon the exercise of the conversion rights in full attaching to the Convertible Bonds (as defined in the Circular); and

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• (D) the Directors be and they are hereby authorized to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors in their discretion may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Acquisition Agreement, the allotment and issue of the new shares upon exercise of the conversion rights attaching to the Convertible Bonds (as defined in the Circular), the issue of the Convertible Bonds (as defined in the Circular) or any of the transactions contemplated under the Acquisition Agreement (including but not limited to the execution of the instrument which will constitute the Convertible Bonds (as defined in the Circular)) and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents, which are not fundamentally different from those as provided under the Acquisition Agreement) as are, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole.”

For and on behalf of the board of directors of Frankie Dominion International Limited Lam Po Kwai, Frankie Chairman

Hong Kong, 20 March 2008

Registered Office Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Head office and principal place of business in Hong Kong : 1[st] Floor, Yally Industrial Building 6 Yip Fat Street Wong Chuk Hang Hong Kong

Notes :

• (1) A member entitled to attend and vote at the above meeting may appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company. A member who is the holder of two or more shares and entitled to attend and vote at the meeting convened by the above notice is entitled to appoint more than one proxy to represent him and vote on his behalf. A form of proxy for use at the meeting is enclosed.

• (2) In order to be valid, the form of proxy, together with any power of attorney or authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Company’s registrar in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

1. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto. If more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

3. As at the date of this notice, the executive Directors are Mr. Lam Po Kwai, Frankie, Ms. Wong Yau Ching, Maria, Ms. So Man Yee, Katherine, Mr. Chim Kim Lun, Ricky and Mr. Cheng Kwok Hing, Andy; the non-executive Director of the Company is Ms. Lee Yuen Bing, Nina and the independent non-executive Directors of the Company are Mr. Au Son Yiu, Mr. Lee Johnson and Dr. Tang Tin Sek.

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