Innovax Holdings Limited — Proxy Solicitation & Information Statement 2012

Apr 27, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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, a 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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GENERAL MANDATES TO REPURCHASE SECURITIES, ISSUE NEW SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Kith Holdings Limited to be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong, at 3:00 p.m. on 13th June, 2012 is set out on pages 9 to 13. Whether or not you are able to attend the AGM, 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 registrars 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

27th April, 2012

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

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DEFINITIONS

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

“AGM”	annual general meeting of the Company to be held on 13th June,
	2012 at 3:00 p.m. or any adjournment thereof
“AGM Notice”	notice of the AGM set out on pages 9 to 13 of this circular;
“Board”	the Board of Directors of the Company;
“Code”	the Hong Kong Code on Takeovers and Mergers;
“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”	24th April, 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;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
“Repurchase Proposal”	the proposal to grant Directors new general mandates to
	repurchase Shares by ordinary resolutions at the AGM;
“Share(s)”	ordinary shares of HK$0.10 each in the capital of the Company;
“Shareholders”	holders of the Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited; and
“$” and “cents”	Hong Kong dollars and cents respectively.

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LETTER FROM THE BOARD OF DIRECTORS

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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

27th April, 2012

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE SECURITIES AND ISSUE NEW SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to seek your approval at the forthcoming AGM of the Company of ordinary resolutions as set out in the AGM Notice to grant the Directors general mandates to issue Shares and repurchase Shares and re-elect the Directors.

GENERAL MANDATE TO ISSUE SHARES AND REPURCHASE SECURITIES

The Directors are also seeking the passing of ordinary resolutions at the AGM to give to the Directors new general mandates:

• (1) to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM; and

• For identification purpose only

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LETTER FROM THE BOARD OF DIRECTORS

• (2) to purchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of issued share capital of the Company as at the date of passing the resolution at the AGM.

The Directors will also propose a separate ordinary resolution at the AGM to add to the mandate to issue those Shares purchased by the Company pursuant to the purchase mandate granted to the Directors at the AGM.

As at the Latest Practicable Date, the issued share capital of the Company comprised 261,453,600 Shares. Subject to the passing of ordinary resolution (5) set out in the notice convening the AGM and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be allowed to allot, issue and otherwise deal with a maximum of 52,290,720 Shares and under the Repurchase Proposal to repurchase a maximum of 26,145,360 Shares.

RE-ELECTION OF DIRECTORS

Mr. Yau Chau Min, Paul, Mr. Zhou Jin and Mr. Ho Lok Cheong shall retire at the forthcoming AGM in accordance with Article 87 of the Bye-Laws of the Company and, being eligible, offer themselves for re-election.

The above Directors’ biographical information is as follows:

Mr. Yau Chau Min, Paul , aged 48, has been an Executive Director of the Company since May 1998. Mr. Yau is also a director of certain subsidiaries of the Company. Mr. Yau is the general manager of the Group and is responsible for daily operations and project management, setting up administration policies, devising the Group’s marketing strategy and overall management of the Group’s sales activities. Mr. Yau holds an MBA degree from the University of Warwick in the United Kingdom after graduating from National Taiwan University with a Bachelor of Arts in Economics. Mr. Yau has had over 24 years’ experience in marketing and sales, corporate finance and management with several multinational companies.

Save as disclosed above, Mr. Yau did not hold directorships in other listed companies in the last three years preceding the Latest Practicable Date. Mr. Yau does not hold any position in the Company or any of its subsidiaries. Mr. Yau is not connected with any directors, senior management or substantial and controlling shareholders of the Company. As at the Latest Practicable Date, he does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Yau has entered into an employment service contract with the Company which can be terminated by one month written notice by either party. Mr. Yau’s appointment to the Company as a Director is subject to the rotational retirement requirements under the Bye-Laws of the Company. Pursuant to his service contract, Mr. Yau receives annual remuneration of approximately HK$1,014,000 from the Company. Such remuneration is determined by the Board with reference to Mr. Yau’s duties and responsibilities, subject to the approval of the shareholders at the AGM. Mr. Yau’s other remuneration (if any) shall from time to time be determined by the Board by reference to his duties and responsibilities.

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LETTER FROM THE BOARD OF DIRECTORS

Mr. Zhou Jin , aged 52, has been an Executive Director of the Company since May 1998. Mr. Zhou is responsible for the overall management of Yunnan Qiaotong JV. Mr. Zhou was one of the founding staff members of Yunnan Qiaotong JV and is currently also its general manager. Mr. Zhou is a senior economist in China and graduated from the Graduate School of Social Science College of China with a major in business and economics. Prior to joining the Group in March 1993, Mr. Zhou was engaged in academic and research activities with a university and a governmental bureau respectively in Yunnan Province, China.

Save as disclosed above, Mr. Zhou did not hold directorships in other listed companies in the last three years preceding the Latest Practicable Date. Mr. Zhou does not hold any positions in the Company or any of its subsidiaries. Mr. Zhou is not connected with any directors, senior management or substantial and controlling shareholders of the Company. As at the Latest Practicable Date, he does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

There is no service contract entered between the Company and Mr. Zhou. Mr. Zhou is not appointed for any specified length or proposed length of service with the Company but is subject to retirement by rotation and re-election pursuant to the Bye-Laws of the Company. Mr. Zhou will receive an annual director’s remuneration of HK$362,000, which is determined by reference to his duties and responsibilities, subject to the approval of the shareholders at the AGM. Mr. Zhou’s other remuneration (if any) shall from time to time be determined by the Board by reference to his duties and responsibilities.

Mr. Ho Lok Cheong , aged 49, is a partner of Messrs. Andrew Law & Franki Ho, Solicitors, with particular focusing on corporate commercial, listing, merger & acquisition and commercial litigation works. He graduated from the Chinese University of Hong Kong, major in physics and computer science in 1985. Mr. Ho obtained his law degree from Manchester Metropolitan University of the United Kingdom and finished his Post-graduated Certificate in Law in the University of Hong Kong in 1996. He was then admitted as a solicitor of the High Court of the Hong Kong Special Administrative Region and as a solicitor of England and Wales. Mr. Ho was an independent non-executive director of Ngai Lik Industrial Holdings Limited, another public listed company, in the last three years preceding the Latest Practicable Date.

Save as disclosed above, Mr. Ho did not hold directorships in other listed companies in the last three years preceding the Latest Practicable Date. Mr. Ho does not hold any positions in the Company or any of its subsidiaries, Mr. Ho is not connected with any directors, senior management or substantial and controlling shareholders of the Company. As at the Latest Practicable Date, he does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

There is no service contract entered between the Company and Mr. Ho. Mr. Ho is not appointed for any specified length or proposed length of service with the Company but is subject to retirement by rotation and re-election pursuant to the Bye-Laws of the Company. Mr. Ho will receive an annual director’s remuneration of HK$150,000, which is determined by reference to his duties and responsibilities, subject to the approval of the shareholders at the AGM. Mr, Ho’s other remuneration (if any) shall from time to time be determined by the Board by reference to his duties and responsibilities.

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LETTER FROM THE BOARD OF DIRECTORS

AGM AND PROXY ARRANGEMENT

The AGM Notice is set out on pages 9 to 13 of this circular.

A form of proxy for use at the AGM 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 registrars in Hong Kong, Tricor Abacus Limited, 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 AGM.

RECOMMENDATION

The Directors believe that the grant of the general mandates to issue Shares and purchase securities is in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend all Shareholders to vote in favour of the ordinary resolutions at the AGM.

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

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EXPLANATORY STATEMENT

APPENDIX

This is the explanatory statement to provide requisite information to all Shareholders for their consideration of the proposed general mandate to be granted to the Directors to purchase securities of the Company as required by the relevant provision set out in the Listing Rules to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange.

1. CONNECTED PARTIES

The Company has not been notified by any connected persons of the Company that they have a present intention to sell to the Company any securities of the Company, nor have they undertaken not to sell any securities of the Company held by them to the Company in the event that the Repurchase Proposal is approved by Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 261,453,600 Shares. Subject to the passing of ordinary resolution (5) set out in the notice convening the AGM and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be allowed under the Repurchase Proposal to repurchase a maximum of 26,145,360 Shares. No purchases of securities have been made by the Company in the six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

3. REASONS FOR SHARE BUY BACK

Although the Directors have no present intention of purchasing any shares, they believe that the flexibility afforded by the Repurchase Proposal would be in the best interests of the Company and Shareholders. Trading conditions on the Stock Exchange have sometimes been volatile in recent years. At any time in the future when securities are trading at a discount to their underlying value, the ability of the Company to purchase shares will be beneficial to those shareholders who retain their investment in the Company since their attributable percentage of interest in the assets of the Company would increase in proportion to the number of securities purchased by the Company. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider them to be beneficial to the Company and Shareholders.

4. FUNDING OF REPURCHASES

The Directors propose that purchases of securities of the Company under the Repurchase Proposal in these circumstances would be financed from the Company’s internal resources or existing banking facilities.

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and Bye-Laws of the Company and applicable laws of Bermuda, namely The Companies Act 1981.

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EXPLANATORY STATEMENT

APPENDIX

There may be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the Company’s Annual Report for the year ended 31st December, 2011) in the event that the Repurchase Proposal were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the buy back mandate to such extent as would in the circumstances have a material adverse impact on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest market prices for Shares recorded on the Stock Exchange during each of the previous twelve months were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2011
April	1.62		1.49
May	1.63		1.40
June	1.54		1.31
July	1.52		1.30
August	1.40		1.03
September	1.43		1.02
October	1.24		1.00
November	1.22		1.03
December	1.14		1.00
2012
January	1.10		1.02
February	1.19		1.03
March	1.22		1.10
April (Latest Practicable Date)	1.05		0.88

6. UNDERTAKING

Subject to the passing of the ordinary resolution in respect of the Repurchase Proposal at the AGM, the Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchase pursuant to the Repurchase Proposal in accordance with the Listing Rules and the laws of Bermuda.

No other connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell the Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX

7. DISCLOSURE OF INTERESTS

If as a result of a securities repurchase, Shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of the Code and such increase, may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Code. Should the Directors exercise the power of the Company under this general mandate, based on the current shareholding structure of the Company, the Directors are not aware of any obligation that would arise under the Code.

As at the Latest Practicable Date, Directors’ interests in the Shares are as follows:

			Percentage of the
		Number of issued	issued share capital
Name of director	Capacity	ordinary shares held	of the Company
Mr. Hui King Chun, Andrew	Held by trust_(Note)_	161,000,000	61.58%
Mr. Liu Kam Lung	Beneficially held	152,000	0.06%
	Held by children under
	18 or spouse	100,000	0.04%
		252,000	0.10%

Note: These shares are registered in the name of Accufit Investments Inc., a company indirectly wholly-owned by a discretionary trust, the beneficiaries of which are the family members of Mr. Hui King Chun, Andrew.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, presently intends to sell Shares to the Company under the Repurchase Proposal in the event that the Repurchase Proposal is approved by Shareholders.

8. HONG KONG CODES ON TAKEOVERS AND MERGERS AND SHARE REPURCHASES

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, a Shareholder’s proportionate interest in the voting rights of the Company increase, such increase will be treated as an acquisition for the purpose of Rule 32 of the Code and would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Accufit and its associates were the substantial shareholders holding more than 10% of the issued share capital of the Company. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, the shareholding of Accufit and its associates in the Company would be increased from approximately 61.58% (excluding shares under the put option arrangement as mentioned above) to approximately 68.42% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Code.

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

(Stock code: 1201)

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM”) of Shareholders of Kith Holdings Limited (the “Company”) will be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong, at 3:00 p.m. on 13th June, 2012 for the following purposes:

1. To review and consider the audited consolidated financial statements and the reports of the directors and of the auditors for the year ended 31st December, 2011.

2. To declare a final dividend for the year ended 31st December, 2011.

3. To re-elect directors and to authorise the board of directors to fix their remuneration.

4. To re-appoint auditors and to authorise the board of directors to fix their remuneration.

AS SPECIAL BUSINESS

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

ORDINARY RESOLUTION

• (A) “ THAT :

• (a) subject to paragraph (c) of this Resolution, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional share(s) of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including warrants) which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants) which might require the exercise of such power after the end of the Relevant Period;

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal value of share capital to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and to be issued 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) an issue of shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company from time to time, or (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted by the Company and/ or any of its subsidiaries for the grant or issue of shares or rights to acquire shares in the capital of the Company, or (iv) any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the Bye-Laws of the Company, shall not exceed 20% of the aggregate nominal value of the share capital of the Company in issue at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution:

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

• (i) the conclusion of the next AGM of the Company; or

• (ii) the expiration of the period within which the next AGM of the Company is required by the Bye-Laws of the Company or the Companies Act 1981 of Bermuda or any other applicable laws of Bermuda to be held; or

• (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; and

“Rights Issue” means an offer of shares or issue of options to subscribe for shares 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 on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion 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).”

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NOTICE OF ANNUAL GENERAL MEETING

• (B) “ THAT :

• (a) subject to paragraph (b) and (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 purchase shares or warrants of the Company on the Stock Exchange or on any other stock exchange on which the shares or warrants of the Company may be listed and is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal value of shares or warrants of the Company to be purchased by the Company pursuant to paragraph (a) of this Resolution during the Relevant period shall not exceed 10% of the aggregate nominal value of the share capital of the Company in issue at the date of passing this Resolution or 10% of the aggregate outstanding amount of warrants of the Company at the date of passing this Resolution respectively, and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (c) for the purposes of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

  • (i) the conclusion of the next AGM of the Company; or

  • (ii) the expiration of the period within which the next AGM of the Company is required by the Bye-Laws of the Company or the Companies Act 1981 of Bermuda or any other applicable laws of Bermuda to be held; or

  • (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.”

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NOTICE OF ANNUAL GENERAL MEETING

• (C) “ THAT conditional upon Resolution Nos. 5(A) and 5(B) as set out in the notice convening this meeting being passed, the general mandate granted to the Directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and deal with additional shares pursuant to Resolution No. 5(A) as set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal value of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company purchased by the Company under the authority granted pursuant to Resolution No. 5(B) as set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing this Resolution.”

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

Hong Kong, 27th April, 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. The instrument appointing a proxy (if required by the board of Director) 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 registrars 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.

4. 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.

5. 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.

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NOTICE OF ANNUAL GENERAL MEETING

1. The register of members will closed from 19th June, 2012 (Tuesday) to 21st June, 2012 (Thursday) (both dates inclusive), during which period no transfer of shares will be effected. In order to qualify for attending and voting at the aforesaid meeting, all transfer forms of shares accompanied by the relevant shares certificates must be lodged with the Hong Kong branch share registrars of the Company, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:00 p.m. on 18th June, 2012 (Monday).

2. The final dividend of HK4.3 cents for the year ended 31st December, 2011, if approved by the shareholders in the forthcoming AGM, is expected to be payable to the eligible shareholders on 5th July, 2012.

3. As at the date hereof, the Board 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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