Innovax Holdings Limited — Proxy Solicitation & Information Statement 2012

May 29, 2012

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, 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 Kith Holdings Limited, you should at once hand this circular and the accompanying form of proxy 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.

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(Incorporated in Bermuda with limited liability)
(Stock code: 1201)
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ADOPTION OF THE 2012 SHARE OPTION SCHEME AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of Kith Holdings Limited to be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong, at 4:00 p.m. on Wednesday, 13 June 2012 or immediately after the conclusion of its annual general meeting to be held on Wednesday, 13 June 2012 at 3:00 p.m. is set out on pages 14 to 15. Whether or not you are able to attend the special general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, of 26/F., Tesbury Centre, 28 Queen’s Road East, 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 form of proxy shall not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting should they so desire.

• For identification purpose only

29 May 2012

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Appendix I – Summary of the principal terms of the 2012 Share Option Scheme. . . . . . . . . . . 6
Notice of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

DEFINITIONS

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

• “2012 Share Option Scheme”

the share option scheme proposed to be approved and adopted by Shareholders at the SGM, the principal terms of which are summarised in Appendix I to this circular;

“Adoption Date” the date on which the 2012 Share Option Scheme is approved and conditionally adopted by the Shareholders; “Board” the board of Directors; “Bye-Laws” the bye-laws of the Company; “Company” Kith Holdings Limited; “Directors” directors of the Company; “Group” the Company and its subsidiaries; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “Latest Practicable Date” 25 May 2012, the latest practicable date for ascertaining certain information for inclusion in this circular; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Old Share Option Scheme” the share option of the Company adopted by the then shareholders of the Company on 15 May 2002; “Share(s)” ordinary shares of HK$0.10 each in the capital of the Company; “Shareholders” holders of the Shares; “SGM” the special general meeting of the Company (or any adjournment thereof) to be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong, at 4:00 p.m. on Wednesday, 13 June 2012 or immediately after the conclusion of its annual general meeting to be held on Wednesday, 13 June 2012 at 3:00 p.m. “Stock Exchange” The Stock Exchange of Hong Kong Limited; and “$” and “cents” Hong Kong dollars and cents respectively.

1

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock code: 1201)

Executive Directors:

Mr. Hui King Chun, Andrew (Chairman) Mr. Yau Chau Min, Paul Mr. Hui Bin Long Mr. Zhou Jin Mr. Wang Feng Wu

Independent Non-Executive Directors: Mr. Ng Chi Yeung, Simon Mr. Tam Yuk Sang, Sammy Mr. Ho Lok Cheong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal place of business: 1/F, Hing Lung Comm. Bldg. 68 Bonham Strand East Hong Kong

Non-Executive Director:

Mr. Liu Kam Lung

29 May 2012

To the Shareholders

Dear Sir or Madam,

ADOPTION OF THE 2012 SHARE OPTION SCHEME AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the 2012 Share Option Scheme and a notice to convene the SGM to consider and, if thought fit, to approve the adoption of the 2012 Share Option Scheme.

ADOPTION OF THE 2012 SHARE OPTION SCHEME

The Old Share Option Scheme

The Old Share Option Scheme was adopted by the then shareholders of the Company on 15 May 2002. Pursuant to the Old Share Option Scheme, the Directors were authorised to grant to eligible participants options to subscribe for shares in the capital of the Company. The Old Share Option Scheme had a term of 10 years and was expired on 14 May 2012.

2

LETTER FROM THE BOARD

As at the Latest Practicable Date, options had been granted by the Company under the Old Share Option Scheme entitling the holders thereof to subscribe for 2,200,000 Shares. All such said options were lapsed during the year ended 31 December 2009.

As at the Latest Practicable Date, there were no options granted under the Old Share Option Scheme which were outstanding, cancelled or lapsed.

There were no outstanding options, warrants or convertible securities to subscribe for any Shares as at the Latest Practicable Date.

The 2012 Share Option Scheme

In light of the expiry of the Old Share Option Scheme and in order to enable the continuity of the share option scheme of the Company, the Directors wish to take the opportunity of the SGM to seek shareholders’ approval for the 2012 Share Option Scheme.

The purpose of the 2012 Share Option Scheme is to enable the Company to grant options to selected eligible participants as incentives or rewards for their contribution to the Group and to enable the Group to recruit and retain high calibre employees and attract human resources that are valuable to the Group.

The eligibility of any grantee (falling within the class of eligible participants to the 2012 Share Option Scheme) of an offer shall be determined by the Directors from time to time on the basis of the Directors’ opinion as to his/her contribution to the development and growth of the Group. The Directors believe that the authority given to the Board under the 2012 Share Option Scheme to determine the eligibility of any grantee of any option based on his/her contribution and specify any minimum holding period and/or performance targets as conditions in any option granted and the requirement for a minimum subscription price will serve to protect the value of the Company and to achieve the purpose of retaining and motivating high-calibre personnel to contribute to the growth of the Group.

The maximum number of Shares which may be issued upon exercise of all options to be granted under the 2012 Share Option Scheme and any other share option schemes in aggregate must not exceed 10% of the Shares in issue as at the Adoption Date. Options lapsed in accordance with the terms of the 2012 Share Option Scheme will not be counted for the purpose of calculating the 10% limit. As at the Latest Practicable Date, the total number of Shares in issue was 261,453,600. On the basis 10% of the Shares in issue as at the Latest Practicable Date and assuming that there is no change in the number of Shares in issue from the Latest Practicable Date to the Adoption Date, the total number of Shares which may be issued upon the exercise of all options to be granted under the 2012 Share Option Scheme is 26,145,360 Shares.

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LETTER FROM THE BOARD

Conditions of the 2012 Share Option Scheme

The 2012 Share Option Scheme is conditional upon:

• (i) passing of an ordinary resolution by the Shareholders in a general meeting to approve and adopt the 2012 Share Option Scheme and to authorise the Directors to grant the options thereunder and to allot, issue and deal with the Shares pursuant to the exercise of the options under the 2012 Share Option Scheme; and

• (ii) the Listing Committee (as defined in the Listing Rules) of the Stock Exchange granting approval of listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of options granted under the 2012 Share Option Scheme.

Value of options

The Directors consider that it is not appropriate or helpful to the Shareholders to state the value of all options that can be granted pursuant to the 2012 Share Option Scheme as if they had been granted on the Latest Practicable Date. The Directors believe that any statement regarding the value of the options as at the Latest Practicable Date will not be meaningful to the Shareholders, since the options to be granted shall not be assignable, and no holder of the options shall in any way sell, transfer, charge, mortgage or create any interest (legal or beneficial) in favour of any third party over or in relation to any option.

In addition, the calculation of the value of the options is based on a number of variables such as exercise price, exercise period, interest rate, expected volatility and other relevant variables. The Directors believe that any calculation of the value of the options as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

Listing and dealings

Application will be made to the Stock Exchange for listing of and permission to deal in the Shares to be issued pursuant to the exercise of the options granted under the 2012 Share Option Scheme.

None of the Directors is a trustee of the 2012 Share Option Scheme or has a direct or indirect interest in the trustees of the 2012 Share Option Scheme.

As at the Latest Practicable Date, to the extent that the Directors are aware having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the resolution in relation to the adoption of the 2012 Share Option Scheme.

The terms of the 2012 Share Option Scheme have been prepared in compliance with Chapter 17 of the Listing Rules. The Company will continue to comply with the relevant Listing Rules from time to time in force in respect of the 2012 Share Option Scheme.

A summary of the principal terms of the 2012 Share Option Scheme is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

A copy of the full text of the 2012 Share Option Scheme will be available for inspection at the head office and principal place of business of the Company at 1st Floor, Hing Lung Commercial Building, 68 Bonham Strand East, Hong Kong during normal business hours from the date of this circular up to and including the date of the SGM and at the SGM.

In accordance with the requirements of the Listing Rules, the Company will publish an announcement on the Company’s and the Stock Exchange’s websites on the poll result of the SGM in respect of the resolution relating to the adoption of the 2012 Share Option Scheme.

SGM AND PROXY ARRANGEMENT

The notice convening the SGM to be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 13 June 2012 at 4:00 p.m. or immediately after the conclusion of its annual general meeting to be held on Wednesday, 13 June 2012 at 3:00 p.m. is set out on pages 14 to 15 of this circular.

A form of proxy for use at the SGM is enclosed. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, at the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and delivery of the form of proxy will not prevent you from attending and voting at the SGM.

RECOMMENDATION

The Directors consider that the proposed adoption of the 2012 Share Option Scheme is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM.

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 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.

Yours faithfully, By order of the Board Kith Holdings Limited Hui King Chun, Andrew Chairman

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

APPENDIX I

The following is a summary of the principal terms of the 2012 Share Option Scheme to be approved at the SGM, but does not constitute the full terms of the same:

1. Purposes of the scheme

The purpose of the 2012 Share Option Scheme is to enable the Company to grant options to selected eligible participants as incentives or rewards for their contribution to the Group and to enable the Group to recruit and retain high calibre employees and attract human resources that are valuable to the Group and any Invested Entity (as defined below).

2. Who may join

The Directors may, at its absolute discretion, invite any person belonging to any of the following classes of participants (“ Eligible Participant ”), to take up options to subscribe for Shares:

• (a) any employee (whether full-time or part-time including any executive director but excluding any non-executive director) (“ Eligible Employee ”) of any member of the Group or any entity in which any member of the Group holds an equity interest (“ Invested Entity ”);

• (b) any non-executive directors (including independent non-executive directors) of any member of the Group or any Invested Entity;

• (c) any supplier of goods or services to any member of the Group or any Invested Entity;

• (d) any customer of any member of the Group or any Invested Entity;

• (e) any person or entity that provides research, development or other technological support to any member of the Group or any Invested Entity;

• (f) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued or proposed to be by any member of the Group or any Invested Entity;

• (g) any adviser (professional or otherwise) or consultant to any area of business or business development of any member of the Group or any Invested Entity.

The eligibility of any of the above class of participants to an offer for the grant of any option shall be determined by the Directors from time to time on the basis of the Directors’ opinion as to his contribution to the development and growth of the Group.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

APPENDIX I

3. Maximum number of the Shares

• (a) The total number of the Shares which may be allotted and issued upon the exercise of all options (excluding, for this purpose, options which have lapsed in accordance with the terms of the 2012 Share Option Scheme and any other share option scheme of the Group) to be granted under the 2012 Share Option Scheme and any other share option scheme of the Group must not in aggregate exceed 10% of the Shares in issue on the Adoption Date (“ Scheme Limit ”).

• (b) Subject to (a) above but without prejudice to (c) below, the Company may seek approval of its Shareholders in general meeting to refresh the Scheme Limit provided that the total number of Shares which may be allotted and issued upon exercise of all options to be granted under the 2012 Share Option Scheme and any other share option scheme of the Group must not exceed 10% of the Shares in issue as at the date of approval of the limit and, for the purpose of calculating the limit, options (including those outstanding, cancelled, lapsed or exercised in accordance with the 2012 Share Option Scheme and any other share option scheme of the Group) previously granted under the 2012 Share Option Scheme and any other share option scheme of the Group will not be counted. The circular sent by the Board of the Company to the Shareholders shall contain, among other information, the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.

• (c) Subject to (a) above and without prejudice to (b) above, the Company may seek separate Shareholders’ approval in general meeting to grant options beyond the Scheme Limit or, if applicable, the extended limit referred to in (b) above to participants specifically identified by the Board of the Company before such approval is sought. In such event, the Company must send a circular to the Shareholders containing a generic description of the specified participants, the number and terms of 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 such other information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.

• (d) The maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the 2012 Share Option Scheme and any other schemes must not exceed 30% of the Shares in issue from time to time. No options may be granted under any schemes of the Group if this will result such limit being exceeded.

4. Maximum entitlement of each participant

Subject to (3) above, the total number of Shares issued and which may fall to be issued upon the exercise of the options granted under the 2012 Share Option Scheme and any other share option scheme of the Group (including both exercised or outstanding options) to each grantee in any 12-month period up to the date on which such option is offered to each grantee shall not exceed 1% of the Company’s issued share capital for the time being (“ Individual Limit ”). Any further grant of options which would result in the Shares issued and to be issued upon exercise of all options granted and to be granted to such person

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

(including exercised, cancelled and outstanding options) in the 12-month period up to and including the date of such further grant exceeding the Individual Limit must be separately approved by Shareholders in general meeting with such participant and his associates abstaining from voting.

5. Grant of options to the Directors, chief executive or substantial shareholders of the Company or their respective associates

• (a) Any grant of options under the 2012 Share Option Scheme to a Director, chief executive or substantial shareholder of the Company or any of their respective associates must be approved by independent non-executive Directors (excluding independent non-executive Director who or whose associate is the proposed grantee of the options).

• (b) Where any grant of options to a substantial shareholder or an independent non-executive Director 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 and 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% of the Shares in issue; and

  • (ii) having an aggregate value, based on the closing price of the Shares at the date of each offer for the grant, in excess of HK$5 million;

  • such further grant of options must be approved by Shareholders in general meeting. The Company must send a circular to the Shareholders which explains the proposed grant, disclosing the number and terms of the options to be granted and containing the recommendation from the independent non-executive Directors (excluding any independent non-executive Director who is the proposed grantee of such options) as to voting and any other information as required under the Listing Rules. All the connected persons of the Company must abstain from voting at such general meeting, except that any connected person may vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular. Any vote taken at the meeting to approve the grant of such options must be taken on a poll. Any change in the terms of options granted to a substantial shareholder or an independent non-executive Director of the Company or any of its respective associates must be approved by the Shareholders in general meeting.

6. Time of acceptance and exercise of option

An option may be accepted by a participant within 28 days from the date of the offer of grant of the option.

An option may be exercised in accordance with the terms of the 2012 Share Option Scheme at any time during a period to be determined and notified by the Directors to each grantee, which period may commence from the date of the offer for the grant of options is made, but shall end in any event not later than 10 years from the date on which the offer for the grant of the option subject to the provisions for

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

APPENDIX I

early termination thereof. Unless otherwise determined by the Directors and stated in the offer for the grant of options to a grantee, there is no minimum period required under the 2012 Share Option Scheme for the holding of an option before it can be exercised.

7. Performance targets

A grantee is not required to achieve any performance targets before any options granted under the 2012 Share Option Scheme can be exercised.

8. Subscription price for the Shares and consideration for the option

The subscription price for the Shares under the 2012 Share Option Scheme shall be a price determined by the Directors, but shall not be less than the highest of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet for trade in one or more board lots of the Shares on the date of the offer for the grant, which must be a business day; (ii) the average closing price of Shares as stated in the Stock Exchange’s daily quotations sheet for the five business days immediately preceding the date of the offer for the grant; and (iii) the nominal value of a Share.

A nominal consideration of HK$1 is payable on acceptance of the grant of an option.

9. Ranking of the Shares

• (a) The Shares allotted and issued upon the exercise of an option will be subject to all the provisions of the Bye-Laws for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date of allotment of the Shares (“ Allotment Date ”) and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Allotment Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Allotment Date. A Share allotted and issued upon the exercise of an option shall not carry voting rights until the name of the grantee has been entered on our register of members as the holder thereof.

• (b) Unless the context otherwise requires, references to “Shares” in this paragraph include references to shares in our ordinary equity share capital of such nominal amount as shall result from a subdivision, consolidation, reclassification or re-construction of our share capital from time to time.

10. Restrictions on the time of the offer for the grant of options

No offer for grant of options shall be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been published in newspapers. In particular, during the period commencing one month immediately preceding the earlier of (a) the date of the Board meeting for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules), and (b)

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

APPENDIX I

the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules) and ending on the date of the results announcement, no offer for the grant of options may be made.

11. Period of the 2012 Share Option Scheme

Subject to termination clauses of the 2012 Share Option Scheme, the 2012 Share Option Scheme will remain valid and effective for a period of ten (10) years commencing on the effective date, after which period no further options shall be offered but the provisions of the 2012 Share Option Scheme shall in all other respects remain in full force and effect to the extent necessary to give effect to the exercise of any options granted prior thereto or otherwise as may be required in accordance with the provisions of the 2012 Share Option Scheme and option granted prior thereto but not yet exercised shall continue to be valid and exercisable in accordance with the 2012 Share Option Scheme.

12. Rights on ceasing employment

If the grantee of an option is an Eligible Employee and ceases to be an Eligible Participant for any reason other than death, ill-health or retirement in accordance with his contract of employment or the termination of his employment on one or more of the grounds referred to in paragraph (14) below before exercising his option in full, the option (to the extent not already exercised) will lapse on the date of cessation or termination and shall not be exercisable unless the Directors otherwise determine in which event the grantee may exercise the option (to the extent not already exercised) in whole or in part within such period as the Directors may determine following the date of such cessation or termination, which will be taken to be the last day on which the grantee was at work with the Group or the Invested Entity whether salary is paid in lieu of notice or not.

13. Rights on death, ill-health or retirement

If the grantee of an option is an Eligible Employee and ceases to be an Eligible Participant by reason of his death, ill-health or retirement in accordance with his contract of employment before exercising the option in full, his personal representative(s), or, as appropriate, the grantee may exercise the option (to the extent not already exercised) in whole or in part within a period of 12 months following the date of cessation which date shall be the last day on which the grantee was at work with the Group or the Invested Entity whether salary is paid in lieu of notice or not or such longer period as the Directors may determine.

14. Rights on dismissal

If the grantee of an option is an Eligible Employee and ceases to be an Eligible Participant by reason of a termination of his employment on the grounds that he has been guilty of persistent or serious misconduct, 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 (other than an offence which in the opinion of the Directors does not bring the grantee or the Group or the Invested Entity into disrepute), his option (to the extent not already exercised) will lapse automatically on the date of cessation to be an Eligible Participant.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

APPENDIX I

15. Rights on breach of contract

If the Directors shall at their absolute discretion determine that the grantee of any option (other than an Eligible Employee) or his associate has committed any breach of any contract entered into between the grantee or his associate on the one part and the Group or any Invested Entity on the other part; his option will lapse automatically on the date on which the Directors have so determined.

16. Rights on a general or partial offer, take over, share repurchase or scheme of arrangement

If a general or partial offer, whether by way of take-over offer, share re-purchase offer, or scheme of arrangement or otherwise in like manner is made to all the Shareholders, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall use all reasonable endeavours to procure that such offer is extended to all the grantees on the same terms, with appropriate changes, and assuming that they will become, by the exercise in full of the options granted to them, Shareholders. If such offer becomes or is declared unconditional or such scheme of arrangement is formally proposed to the Shareholders, a grantee shall be entitled to exercise his option (to the extent not already exercised) to its full extent or to the extent specified in the grantee’s notice to the Company in exercise of his option at any time thereafter and up to the close of such offer (or any revised offer) or the record date for entitlements under such scheme of arrangement, as the case may be.

17. Rights on winding up, compromise or arrangement

In the event of a resolution being proposed for the voluntary winding-up of the Company or a compromise or arrangement between the Company and its members or creditors being proposed for the reconstruction or amalgamation, during the option period, the grantee may, subject to the provisions of all applicable laws, by notice in writing to the Company at any time not less than four Business Days before the date on which such resolution is to be considered and/or passed, exercise his option (to the extent not already exercised) either to its full extent or to the extent specified in such notice in accordance with the provisions of the 2012 Share Option Scheme and the Company shall allot and issue to the grantee the Shares in respect of which such grantee has exercised his option not less than one Business Day before the date on which such resolutions to be considered and/or passed whereupon he shall accordingly be entitled, in respect of the Shares allotted and issued to him in the aforesaid manner.

18. Adjustments to the subscription price

In the event of a capitalisation of profits or reserves, rights issue, subdivision or consolidation of Shares or reduction of capital of the Company whilst an option remains exercisable or the 2012 Share Option Scheme remains in effect, such corresponding alterations (if any) certified by the auditors for the time being of or an independent financial adviser to the Company as fair and reasonable will be made to the number or nominal amount of Shares to which the 2012 Share Option Scheme relates and/ or the subscription price of the option concerned and/or the number of Shares comprised in an option granted under the 2012 Share Option Scheme provided that (i) any adjustments shall give a grantee the same proportion of the issued share capital to which he was entitled prior to such adjustment; and (ii)

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

no adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value. In addition, in respect of any such adjustments, other than any adjustment made on a capitalisation issue, such auditors or independent financial adviser must confirm to the Directors in writing that the adjustments satisfy the requirements of the relevant provisions of the Listing Rules and the supplementary guidance set out in the letter issued by Stock Exchange dated 5 September 2005.

19. Cancellation of options

Any cancellation of options granted but not exercised must be approved by the Board.

Where any option granted to a grantee is cancelled before it has been exercised and new option is granted to the same grantee, the issue of such new options may only be made with available unissued options (excluding any cancelled option) within the Scheme Limit or the limits approved by the Shareholders.

20. Termination of the 2012 Share Option Scheme

The Company may by resolution in general meeting of the Company or the Board at any time terminate the 2012 Share Option Scheme and in such event no further options shall be offered but in all other respects the provisions of the 2012 Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any options (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provisions of the 2012 Share Option Scheme. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the 2012 Share Option Scheme.

21. Rights are personal to the grantee

An option is personal to the grantee and shall not be transferable or assignable.

22. Lapse of option

An option shall lapse automatically (to the extent not already exercised) on the earliest of:

• (a) the expiry of the period referred to in paragraph (6) above; and

• (b) the expiry of the periods or dates referred to in paragraph (12), (13), (14), (15), (16) and (17) above.

23. Conditions

The 2012 Share Option Scheme is conditional upon:

• (a) passing of an ordinary resolution by the Shareholders in a general meeting to approve and adopt the 2012 Share Option Scheme and to authorise the Directors to grant the options thereunder and to allot, issue and deal with the Shares pursuant to the exercise of the options under the 2012 Share Option Scheme; and

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF THE 2012 SHARE OPTION SCHEME

• (b) the Listing Committee (as defined in the Listing Rules) of the Stock Exchange granting approval of listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of options granted under this 2012 Share Option Scheme.

24. Alteration

• (a) The terms and conditions of the 2012 Share Option Scheme relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of grantees of the options except with the approval of the Shareholders in general meeting.

• (b) Any alterations to the terms and conditions of the 2012 Share Option Scheme which are of a material nature must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the 2012 Share Option Scheme.

• (c) The amended terms of the 2012 Share Option Scheme or the options shall comply with the relevant requirements of Chapter 17 of the Listing Rules.

• (d) No alteration to the terms and conditions of the 2012 Share Option Scheme shall operate to affect adversely the terms of issue of any option granted or agreed to be granted prior to such alteration or to reduce the proportion of the equity capital to which any person was entitled pursuant to such option prior to such alteration except with:

• (i) the consent in writing of grantees holding in aggregate options which if exercised in full on the date immediately preceding that on which such consent is obtained would entitle them to the issue of three-fourths in nominal value of all Shares which would fall to be issued upon the exercise of all options outstanding on that date; or

• (ii) the sanction of a resolution passed at a meeting of the grantees (being only those grantees holding options, all or any part of which is unexercised as at the time of the meeting at which the resolution is proposed) duly convened and held and carried by a majority consisting of not less than three-fourths of the votes cast upon a show of hands or if a poll is duly demanded, by a majority consisting of not less than threefourths of the votes cast on a poll.

• (e) Any change to the authority of the Board in relation to any alteration to the terms of the 2012 Share Option Scheme shall be subject to the approval of the shareholders of the Company in general meeting.

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NOTICE OF THE SGM

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(Incorporated in Bermuda with limited liability)

(Stock code: 1201)

NOTICE IS HEREBY GIVEN that a special general meeting of Kith Holdings Limited (“ Company ”) will be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong, on 13 June 2012 at 4:00 p.m. or immediately after the conclusion of its annual general meeting to be held on Wednesday, 13 June 2012 at 3:00 p.m. for the following purpose:

To consider and, if thought fit, pass with or without amendments, the following resolution as ordinary resolution:

ORDINARY RESOLUTION

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of, and permission to deal in, the Shares fall to be issued pursuant to the exercise of any options granted under the share option scheme (as summarized in the circular of the Company dated 29 May 2012), a copy of which marked “A” is produced to the meeting and for the purpose of identification signed by the Chairman hereof (“ 2012 Share Option Scheme ”), the 2012 Share Option Scheme be and is hereby approved and adopted by the Company and that the directors of the Company be and are hereby authorised to grant options to the eligible participants under the 2012 Share Option Scheme and to allot, issue and deal with shares of the Company pursuant to the exercise of any options granted thereunder and pursuant to the terms and conditions thereof, and to do all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the 2012 Share Option Scheme.”

By order of the Board Kith Holdings Limited Hui King Chun, Andrew Chairman

Hong Kong, 29 May 2012

Notes:

1. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not be a member of the Company. A proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he/she/they represent as such member could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. For identification purpose only

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NOTICE OF THE SGM

1. The instrument appointing a proxy (if required by the board of directors of the Company) together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of authority, must be delivered to the office of Tricor Abacus Limited, the Company’s Branch share registrar in Hong Kong at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting where the meeting was originally held within twelve (12) months from such date.

2. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the registered office or the branch register of member of the Company (or such other place as may be specified for the delivery of the instruments of proxy in the notice convening the meeting) two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.

4. The record date for the special general meeting is 12 June 2012. To qualify for the attendance at the forthcoming special general meeting, shareholders must ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on Tuesday, 12 June 2012.

5. As at the date hereof, the board of directors of the Company comprised Mr. Hui King Chun, Andrew, Mr. Yau Chau Min, Paul, Mr. Hui Bin Long, Mr. Zhou Jin and Mr. Wang Feng Wu as executive directors; Mr. Liu Kam Lung as non-executive director and Mr. Ng Chi Yeung, Simon, Mr. Tam Yuk Sang, Sammy and Mr. Ho Lok Cheong as independent non-executive directors.

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