ICO Group Limited — AGM Information 2011

Jul 4, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Guojin Resources Holdings Limited , you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

RE-ELECTION OF RETIRING DIRECTORS GENERAL MANDATE TO ISSUE SHARES REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Guojin Resources Holdings Limited to be held at Unit A, 29/F., Admiralty Centre l, 18 Harcourt Road, Hong Kong on Thursday, 4 August 2011 at 10:00 a.m. is set out on pages 11 to 14 of this circular. Whether or not you intend to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s principal place of business at Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting should you so wish.

5 July 2011

• For identification purposes only

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Refreshment of Scheme Mandate Limit of the Share Option Scheme . . . . . . . .	4
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Listing Rules requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix	– Details of retiring Directors proposed for re-election. . . . . . . . . . . . . . . . . .	9
Notice of	the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– i –

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held on
	Thursday, 4 August 2011 at 10:00 a.m.;
“AGM Notice”	the notice convening the AGM as set out on pages 11 to 14 of
	this circular;
“Board”	the board of Directors of the Company or a duly authorised
	committee thereof for the time being;
“Bye-laws”	the existing Bye-laws of the Company;
“Company”	Guojin Resources Holdings Limited, a company incorporated
	in Bermuda with limited liability and the Shares of which are
	listed on the Main Board of the Stock Exchange;
“Director(s)”	the director(s) of the Company for the time being;
“GEM”	The Growth Enterprise Market of the Stock Exchange;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of The People’s
	Republic of China;
“Latest Practicable Date”	28 June 2011, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Main Board”	Main Board of the Stock Exchange;
“Options”	the share options to subscribe for Shares granted under the
	Share Option Scheme;

– 1 –

DEFINITIONS

“Participants”	any employees, business associates and trustees under the
	Share Option Scheme;
“Scheme Mandate Limit”	has the meaning ascribed to such term in the section headed
	“Letter from the Board – Refreshment of Scheme Mandate
	Limit of the Share Option Scheme”;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
“Share Issue Mandate”	a general mandate to the Directors to exercise the power of
	the Company to allot and issue Shares during the period as set
	out in ordinary resolution No. 4 in the AGM Notice up to 20%
	of the issued share capital of the Company as at the date of
	passing ordinary resolution No. 4;
“Share Option Scheme”	the share option scheme adopted by the Company on 12 June
	2004;
“Share(s)”	share(s) of HK$0.10 each in the capital of the Company;
“Shareholder(s)”	registered holder(s) of Share(s); and
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

Executive Directors: Mr. YIP Wai Lun, Alvin (Chairman and Managing Director) Ms. LAM Suk Ling, Shirley Mr. LEE Cheuk Yin, Dannis

Registered office: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

Independent Non-executive Directors: Mr. LEUNG Ka Kui, Johnny Mr. CHAN Kam Kwan, Jason Mr. LAU Man Tak

Principal place of business: Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong

5 July 2011

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF RETIRING DIRECTORS GENERAL MANDATE TO ISSUE SHARES REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with (i) details regarding the proposals involving the re-election of the retiring Directors, the Share Issue Mandate and the refreshment of Scheme Mandate Limit of the Share Option Scheme; and (ii) the AGM Notice.

• For identification purposes only

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LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-law 87 of the Company’s Bye-laws, Ms. Lam Suk Ling, Shirley and Mr. Leung Ka Kui, Johnny shall retire at the AGM and being eligible, will offer themselves for reelection.

At the AGM, resolutions will be proposed to re-elect the retiring Directors who offer themselves for re-election. The biographical details of the retiring Directors proposed to be reelected as required to be disclosed under the Listing Rules are set out in Appendix to this circular.

3. GENERAL MANDATE TO ISSUE SHARES

The Board proposes to grant the Share Issue Mandate to allow the Directors to issue, allot or otherwise deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of the AGM.

Based on the 1,503,750,505 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are issued by the Company prior to the AGM, subject to the passing of the relevant ordinary resolution to approve the Share Issue Mandate at the AGM, the Directors will be authorised to allot, issue or otherwise deal with a maximum of 300,750,101 Shares under the Share Issue Mandate, representing 20% of the Shares in issue as at the Latest Practicable Date.

The Share Issue Mandate will, if granted, remain effective until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by Bermuda law or the Bye-Laws; and (iii) the revocation or variation of the Share Issue Mandate by the passing of an ordinary resolution by the Shareholders in general meeting.

4. REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME

The Company adopted the Share Option Scheme on 12 June 2004 in compliance with the amendments to the Listing Rules in respect of the share option scheme of a listed company.

Under the rules of the Share Option Scheme:

• (1) the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company shall not in aggregate exceed 10% of the total number of Shares in issue as at the date of approval of the Share Option Scheme (“Scheme Mandate Limit”);

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LETTER FROM THE BOARD

• (2) the Scheme Mandate Limit may be renewed by obtaining approval of the Shareholders in general meeting such that the total number of Shares in respect of which options may be granted by the Board under the Share Option Scheme and any other share option schemes of the Company in issue shall not exceed 10% of the total number of Shares in issue as at the date of approval of the renewed limit. Options previously granted under the Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the Share Option Scheme or exercised options) will not be counted for the purpose of calculating such 10% renewed limit; and

• (3) notwithstanding the above, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company shall not exceed 30% of the Shares in issue from time to time (the “Overall Limit”).

As at 12 June 2004, being the date of approving the Share Option Scheme, the total number of issued Shares was 458,308,545 Shares and the Scheme Mandate Limit was 45,830,854 Shares, representing 10% of the Shares in issue as at the date of approving the Share Option Scheme.

At the annual general meeting of the Company held on 25 June 2005, the Scheme Mandate Limit was further refreshed to allow the Company to grant Options entitling holders to subscribe for Shares not exceeding 10% of the issued share capital of the Company as at the date of approving the refreshment, which amounted to 68,746,281 Options.

At the annual general meeting of the Company held on 21 June 2008, the Scheme Mandate Limit was further refreshed to allow the Company to grant Options entitling holders to subscribe for Shares not exceeding 10% of the issued share capital of the Company as at the date of approving the refreshment, which amounted to 79,663,681 Options.

As at the Latest Practicable Date, the Company has granted an aggregate of 99,640,000 Options under the Share Option Scheme pursuant to the Scheme Mandate Limit as refreshed on 21 June 2008, of which 652,000 Options were exercised, 21,214,000 Options lapsed, and no Options were cancelled. Therefore, as at the Latest Practicable Date, there are 77,774,000 Options outstanding and unexercised under the Scheme Mandate Limit as refreshed on 21 June 2008 to which holders were entitled to subscribe for 77,774,000 Shares.

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LETTER FROM THE BOARD

Details of the refreshment of the Scheme Mandate Limit and movements of Options granted under the Share Option Scheme are summarized as follows:

SCHEME MANDATE LIMIT Date of adoption of Share Option Scheme approval (A) or refreshment (R) Number of Options representing 10% of the issued share capital of the Company as at the date of adoption of the Share option Scheme/approval for refreshment (as the case may be) Date of grant 12/06/2004 (A) 45,830,854 25/01/2005 25/06/2005 (R) 68,746,281 03/05/2007 05/07/2007 06/09/2007 21/06/2008 (R) 79,663,681 29/01/2010 06/05/2011	DETAILS OF MOVEMENTS OF OPTIONS GRANTED Number of Options granted Number of Options exercised Number of Options lapsed Number of Options cancelled Number of Options outstanding as at the Latest Practicable Date (the “Remaining Options”) 45,829,766 45,284,000 200,000 152,798 192,968 29,800,000 7,550,000 – 22,250,000 – 24,000,000 – – 24,000,000 – 14,000,000 – – 14,000,000 – 79,640,000 652,000 21,214,000 – 57,774,000 20,000,000 – – – 20,000,000 213,269,766 53,486,000 21,414,000 60,402,798 77,966,968	DETAILS OF MOVEMENTS OF OPTIONS GRANTED Number of Options granted Number of Options exercised Number of Options lapsed Number of Options cancelled Number of Options outstanding as at the Latest Practicable Date (the “Remaining Options”) 45,829,766 45,284,000 200,000 152,798 192,968 29,800,000 7,550,000 – 22,250,000 – 24,000,000 – – 24,000,000 – 14,000,000 – – 14,000,000 – 79,640,000 652,000 21,214,000 – 57,774,000 20,000,000 – – – 20,000,000 213,269,766 53,486,000 21,414,000 60,402,798 77,966,968
		77,966,968

As approximately 97.67% of the Scheme Mandate Limit of 79,663,681 Options as refreshed on 21 June 2008 has been depleted, the Directors are of the view that in order to provide incentives and rewards to the Participants for their contribution to, and continuing efforts to promote the interests of, the Group by granting Options to them, the Scheme Mandate Limit shall be refreshed to provide the Company with greater flexibility.

As at the Latest Practicable Date, there were 1,503,750,505 Shares in issue. Assuming there is no further allotment and issue or repurchase of Shares between the Latest Practicable Date and the date of the AGM, upon the passing of the resolution to approve the refreshment of the Scheme Mandate Limit by the Shareholders at the AGM, the Scheme Mandate Limit will be refreshed to 150,375,050 Shares only. On the basis of the Scheme Mandate Limit of 150,375,050 Shares (as refreshed) and the Remaining Options, the Company will be allowed to allot and issue a maximum of 228,342,018 Shares, representing approximately 15.18% of the Shares in issue as at the Latest Practicable Date (the “Available Limit”). To the extent that there are any unutilized Options under the Scheme Mandate Limit as initially approved by the Shareholders at the time of adoption of the Share Option Scheme on 12 June 2004 and the further refreshment of the Scheme Mandate Limit as approved by the Shareholders on 21 June 2008, all such unutilized Options will be considered as lapsed upon the approval of the refreshment of the Scheme Mandate Limit at the AGM and the Company will not be allowed to grant any further Options pursuant thereto.

– 6 –

LETTER FROM THE BOARD

On the basis of 1,503,750,505 Shares in issue as at the Latest Practicable Date, the 30% Overall Limit represents a total of 451,125,151 Shares. Accordingly, the Available Limit arising from the Scheme Mandate Limit (as refreshed) does not exceed the 30% Overall Limit as at the Latest Practicable Date.

To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, as at the Latest Practicable Date, none of the grantees under the Share Option Scheme has been granted with Options which exceed the limit of 1% of the Shares in issue in any 12- month period as set out in Rule 17.03(4) of the Listing Rules and none of the Directors, chief executive or substantial shareholders of the Company (as defined in the Listing Rules), or any of their respective associates has been granted with Options which 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 and outstanding) to such person in the 12-month period up to and including the date of such grant representing an aggregate over 0.1% of the Shares in issue and having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million as set out in Rule 17.04(1) of the Listing Rules.

The refreshment of the Scheme Mandate Limit is conditional upon:

1. the passing by the Shareholders of an ordinary resolution at the AGM to approve the refreshment of the Scheme Mandate Limit; and

2. the Listing Committee granting the listing of, and permission to deal in, the Shares which may be issued pursuant to the exercise of Options to be granted under the Scheme Mandate Limit as refreshed.

Application will be made to the Listing Committee for the grant of listing of, and permission to deal in, the Shares which may be issued pursuant to the exercise of Options to be granted under the Scheme Mandate Limit as refreshed.

5. ANNUAL GENERAL MEETING

On pages 11 to 14 of this circular, you will find the AGM Notice setting out the relevant resolutions which will be proposed to approve the re-election of the retiring Directors, the Share Issue Mandate and the refreshment of Scheme Mandate Limit of the Share Option Scheme.

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LETTER FROM THE BOARD

6. LISTING RULES REQUIREMENT

According to Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by poll.

7. ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed herewith. Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the Company’s principal place of business at Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM should you so wish.

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable inquiries, 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.

9. RECOMMENDATION

The Directors believe that the resolutions (including the resolutions for the re-election of the retiring Directors, the Share Issue Mandate and the refreshment of Scheme Mandate Limit of the Share Option Scheme) as set out in the AGM Notice are all in the interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of all the resolutions set out in the AGM Notice.

Yours faithfully, By Order of the Board YIP Wai Lun, Alvin

Chairman and Managing Director

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APPENDIX

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed to be re-elected at the AGM to be held on Thursday, 4 August 2011:

Ms. Lam Suk Ling, Shirley

Ms. Lam, aged 44, was appointed an Executive Director of the Company on 8 February 2010. Ms. Lam has over 18 years of experience in international audit firms and listed companies. Ms. Lam holds a Master Degree in Business Administration from University of Adelaide, Australia and a Bachelor Degree in Science from Murdoch University, Western Australia. She is a Certified Public Accountant of Hong Kong Institute of Certified Public Accountants and a Certified Practising Accountant of CPA Australia. She is responsible for overall finance functions of the Group.

There is no service agreement entered into between the Company and Ms. Lam. All Directors are subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Byelaws.

The amount of emoluments paid for the year ended 31 December 2010 to Ms. Lam was HK$1,420,000. The emoluments of Directors are determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Directors’ contributions, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Ms. Lam did not have any interests in the Shares within the meaning of Part XV of the SFO.

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APPENDIX

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Leung Ka Kui, Johnny

Mr. Leung, aged 54, was appointed an Independent Non-executive Director of the Company on 28 January 2000. Mr. Leung holds a Bachelor degree of Laws of the University of London. He is a qualified solicitor in Hong Kong, England & Wales and Singapore, and is a Notary Public and China Appointed Attesting Officer. He has over 26 years of experience in legal field and is the senior partner of Messrs. Johnny K.K. Leung & Co., Solicitors & Notaries. Mr. Leung is currently an independent non-executive director of Celestial Asia Securities Holdings Limited (the shares of which are listed on the Main Board of the Stock Exchange) and Phoenitron Holdings Limited (the shares of which are listed on the GEM of the Stock Exchange).

There is no service agreement entered into between the Company and Mr. Leung. No terms have been fixed for Mr. Leung’s length of service with the Company, but he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Bye-laws.

The amount of emoluments paid for the year ended 31 December 2010 to Mr. Leung was HK$350,000. The emoluments of Directors are determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Directors’ contributions and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Leung had personal interest in 290,000 Shares (amounting to about 0.02% of the issued share capital of the Company). He also held Options granted to him under the Share Option Scheme of the Company entitling him to subscribe for 1,542 Shares. Save as abovesaid, Mr. Leung did not have any other interests in the Shares within the meaning of Part XV of the SFO.

General Information

Save as disclosed herein, (i) all the above retiring Directors do not hold any directorship in other listed public companies the shares of which are listed on any securities market in Hong Kong or overseas in the last three years or any position in the Group, nor they have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in connection with their re-election.

– 10 –

NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Unit A, 29/F., Admiralty Centre l, 18 Harcourt Road, Hong Kong on Thursday, 4 August 2011 at 10:00 a.m. for the following purposes:

As ordinary business:

1. To receive and adopt the audited Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31 December 2010.

2. To re-elect the retiring Directors and to authorise the Board of Directors of the Company to fix the Directors’ remuneration.

3. To re-appoint SHINEWING (HK) CPA Limited as the auditor of the Company and authorise the Board of Directors to fix the auditor’s remuneration.

As special business, to consider and, if thought fit, pass with or without modifications the following resolution as an ordinary resolution of the Company:

1. “ THAT :

2. (a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require shares to be allotted be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require shares to be allotted after the end of the Relevant Period;

• For identification purposes only

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company which carry rights to subscribe for or are convertible into shares of the Company or (iii) the exercise of any options granted under the share option scheme of the Company or (iv) 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 Bye-laws of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

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

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or its Bye-laws to be held; and

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.

“Rights Issue” means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for shares of the Company open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate such other securities) (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 of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass with or without modifications the following resolution as an ordinary resolution of the Company:

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the shares of HK$0.10 each (the “Shares”) in the capital of the Company to be issued pursuant to the exercise of options which may be granted under the share option scheme adopted by the Company on 12 June 2004 (the “Share Option Scheme”), the refreshment of the general limit under clause 9.1(i)(b) of the Share Option Scheme be and is hereby approved provided that (i) the total number of Shares in respect of which options may be granted under the Share Option Scheme and any other share option schemes of the Company shall not exceed 10% of the total number of Shares in issue as at the date of passing this resolution, and (ii) options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed in accordance with the terms of the Share Option Scheme or exercised options) will not be counted for the purpose of calculating the 10% refreshed limit and that the Board of Directors of the Company be and is hereby authorised to offer or grant options pursuant to the Share Option Scheme subject to the 10% refreshed limit and to exercise all powers of the Company to allot and issue Shares upon the exercise of such options.”

By Order of the Board YIP Wai Lun, Alvin Chairman and Managing Director

• 5 July 2011

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NOTICE OF ANNUAL GENERAL MEETING

Principal place of business:

Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

3. A form of proxy for use at the annual general meeting is enclosed herewith.

4. The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be lodged at the Company’s principal place of business at Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong, not less than 48 hours before the time appointed for holding the annual general meeting or adjourned meeting (as the case may be) and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the annual general meeting or at any adjourned meeting (as the case may be) should they so wish.

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