Integrated Waste Solutions Group Holdings Limited — Proxy Solicitation & Information Statement 2010

Jul 28, 2010

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 to be taken, 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 Fook Woo Group Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

FOOK WOO GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 923)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Fook Woo Group Holdings Limited to be held at Aberdeen Room, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 15 September 2010 at 11:00 a.m. is set out on pages 20 to 23 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.fookwoo.com).

Whether or not you are able to attend the annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

29 July 2010

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2. Proposed Granting of the Buyback and Issuance Mandates. . . . . . . . . . . . . .	3
3. Proposed Re-election of the Retiring Directors. . . . . . . . . . . . . . . . . . . . . . .	4
4. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . .	5
5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I – Explanatory Statement on the Buyback Mandate . . . . . . . . . . . .	6
Appendix II – Details of the Retiring Directors Proposed
to be Re-elected at the Annual General Meeting . . . . . . . . . . .	10
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

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DEFINITIONS

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

• “Annual General Meeting” an annual general meeting of the Company to be held at Aberdeen Room, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 15 September 2010 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 20 to 23 of this circular, or any adjournment thereof;

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

• “Board” the board of Directors;

• “Buyback Mandate” as defined in paragraph 2(a) of the Letter from the Board;

• “Company” Fook Woo Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange;

• “Director(s)” the director(s) of the Company;

• “Group” the Company and its subsidiaries;

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong;

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC;

• “Issuance Mandate” as defined in paragraph 2(b) of the Letter from the Board;

• “Latest Practicable Date” 23 July 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “Main Board”

• the stock exchange (excluding the option market) operated by the Stock Exchange which is independent of, and operated in parallel with, the Growth Enterprise Market of the Stock Exchange;

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DEFINITIONS

“PRC” the People’s Republic of China; “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong; “Share(s)” ordinary share(s) of HK$0.1 each in the capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company; “Shareholder(s)” holder(s) of Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Takeovers Code” the Code on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong; “%” per cent.

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LETTER FROM THE BOARD

FOOK WOO GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 923)

Executive Directors:

Mr. Leung Kai Kuen (Chairman) Mr. Leung Tat Piu Mr. Cheng Chun Keung, Thomas

Non-executive Director:

Registered Office:

Clifton House 75 Fort Street P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands

Ms. Cheung Nga Lai, Carol

Principal Place of

Independent Non-executive Directors:

Mr. Chung Wai Kwok, Jimmy Mr. Chan Kong Mr. Lee Kwok Chung

Business in Hong Kong

5/F, Fook Woo Group Building 3 Kui Sik Street, On Lok Tsuen Fanling, New Territories Hong Kong 29 July 2010

To the Shareholders

Dear Sir/Madam

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the nominal amount of the issued Shares repurchased by the Company under the Buyback Mandate; and (iv) the re-election of the retiring Directors.

2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES

The current general mandates previously granted to the Directors to issue and repurchase Shares by written resolutions of the then shareholders of the Company passed on 11 March 2010 will expire at the conclusion of the Annual General Meeting. In order to

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LETTER FROM THE BOARD

give the Company the flexibility to issue and repurchase Shares, if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors:

• (a) to purchase Shares on the Stock Exchange of an aggregate nominal amount not exceeding 10% of the total nominal amount of the Company’s issued share capital as at the date of passing of such resolution (i.e. an aggregate nominal amount of Shares not exceeding HK$20,930,000 (equivalent to 209,300,000 Shares) on the basis that the issued share capital of the Company remains unchanged as at the date of the Annual General Meeting) (the “Buyback Mandate”);

• (b) to allot, issue or deal with Shares of an aggregate nominal amount not exceeding 20% of the total nominal amount of the Company’s issued share capital as at the date of passing of such resolution (i.e. an aggregate nominal amount of Shares not exceeding HK$41,860,000 (equivalent to 418,600,000 Shares) on the basis that the issued share capital of the Company remains unchanged as at the date of the Annual General Meeting) (the “Issuance Mandate”); and

• (c) to extend the Issuance Mandate by an amount representing the aggregate nominal amount of Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolutions contained in items 11 and 12 of the notice of the Annual General Meeting as set out on pages 20 to 23 of this circular. With reference to the Buyback Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

In accordance with the requirements of the Listing Rules, the Company is required to send to Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with the Articles of Association, all of the existing Directors shall retire at the Annual General Meeting. All of the retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of the retiring Directors are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 20 to 23 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the nominal amount of Shares repurchased pursuant to the Buyback Mandate and the re-election of the retiring Directors.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the Annual General Meeting. An announcement on the poll results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fookwoo.com). Whether or not you are able to attend the Annual General Meeting, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the 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, to the Company’s Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish and in such event, the proxy form shall be deemed to be revoked.

5. RECOMMENDATION

The Directors consider that the granting of the Buyback Mandate, the granting and the extension of the Issuance Mandate and the re-election of the retiring Directors are in the best interests of the Group and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix I (Explanatory Statement on the Buyback Mandate) and Appendix II (Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting) to this circular.

Yours faithfully, By order of the Board Fook Woo Group Holdings Limited Leung Kai Kuen Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Buyback Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,093,000,000 Shares.

Subject to the passing of the ordinary resolution set out in item 11 of the notice of the Annual General Meeting in respect of the granting of the Buyback Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 2,093,000,000 Shares, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, an aggregate nominal amount of the Shares not exceeding HK$20,930,000 (equivalent to 209,300,000 Shares), representing 10% of the aggregate nominal amount of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE BUYBACK

The Directors believe that the granting of the Buyback Mandate is in the interests of the Company and the Shareholders as a whole.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

The Company is empowered by its Memorandum and Articles of Association to repurchase Shares. The laws of the Cayman Islands provide that a purchase of Shares may be made (to the extent of the par value of such shares) out of profits or the proceeds of a fresh issue of Shares made for such purpose or, out of capital, provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the purchase is authorized by its Articles of Association. Any premium payable on a purchase may be made out of profits, the Company’s share premium account or out of capital, provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the purchase is authorized by its Articles of Association.

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

4. IMPACT OF REPURCHASES

There might 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 annual report of the Company for the year ended 31 March 2010) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time befitting the Company.

5. TAKEOVERS CODE AND THE PUBLIC FLOAT REQUIREMENT

If, on the exercise of the power to repurchase Shares pursuant to the Buyback Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

To the best knowledge and belief of the Directors, the shareholding structure of the Company as at the Latest Practicable Date and upon full exercise of the Buyback Mandate are set out below:

Controlling Shareholders: Mr. Leung Kai Kuen (Note (1)) Ms. Tam Ming Luen (Note (2)) Public Shareholders	As at the Latest Practicable Date Number of issued Shares held Percentage of issued share capital of the Company 475,050,000 22.70% 785,100,000 37.51%	As at the Latest Practicable Date Number of issued Shares held Percentage of issued share capital of the Company 475,050,000 22.70% 785,100,000 37.51%	Immediately after full exercise of the Buyback Mandate Number of issued Shares held Percentage of issued share capital of the Company (Note (3)) (Note (3)) 475,050,000 25.22% 785,100,000 41.68%	Immediately after full exercise of the Buyback Mandate Number of issued Shares held Percentage of issued share capital of the Company (Note (3)) (Note (3)) 475,050,000 25.22% 785,100,000 41.68%
	1,260,150,000 832,850,000	60.21% 39.79%	1,260,150,000 623,550,000	66.90% 33.10%
	2,093,000,000	100.00%	1,883,700,000	100.00%

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

Notes:

• (1) Mr. Leung Kai Kuen was deemed to be interest in these 475,050,000 Shares which were held by City Legend International Limited, a corporation wholly owned by Mr. Leung. Among these 475,050,000 Shares, 168,750,000 Shares were held under a loan agreement (the “Loan Agreement”) entered into between Firstrate Enterprises Limited (“Firstrate”) and Mr. Leung Kai Kuen. Pursuant to the Loan Agreement, Firstrate granted an unsecured loan in the amount of HK$100,000,000 to Mr. Leung Kai Kuen, in consideration of which Firstrate was granted a right to exchange the entire outstanding principal of the loan into these 168,750,000 Shares in the manner as set out in the Loan Agreement.

• (2) Ms. Tam Ming Luen was deemed to be interest in these 785,100,000 Shares which were held by Trump Max International Investment Limited, a corporation wholly owned by Ms. Tam.

• (3) On the presumption that (i) the issued share capital of the Company remained at 2,093,000,000 Shares immediately before the full exercise of the Buyback Mandate; and (ii) the number of Shares held by the controlling Shareholders as set out in the above table remained unchanged immediately after the full exercise of the Buyback Mandate.

In the event that the Directors exercise in full the power to repurchase Shares under the Buyback Mandate, the shareholding percentage of the above controlling Shareholders would, based on their current shareholding, be increased to approximately 66.90% of the total issued share capital of the Company. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Buyback Mandate. Moreover, the Directors will not make share repurchase on the Stock Exchange if such repurchase would result in the obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code or would result in the public float requirements under Rule 8.08 of the Listing Rules not being complied with.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Buyback Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the following months were as follows:

Month	Highest	Lowest
	HK$	HK$
2010
March (Note)	2.97	2.69
April	2.95	2.41
May	2.67	1.69
June	2.39	1.96
July (up to the Latest Practicable Date)	2.76	2.33

Note: Shares of the Company were listed on the Stock Exchange on 31 March 2010.

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) has been made by the Company since 31 March 2010, the day on which trading in Shares commenced on the Stock Exchange, to the Latest Practicable Date.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Pursuant to the Listing Rules, the biographical details of the Directors, who will retire and offer themselves for re-election at the Annual General Meeting, are provided below.

(1) Mr. Leung Kai Kuen, aged 66

Position & experience

Mr. Leung Kai Kuen is an Executive Director, the founder, Chairman and Chief Executive Officer of the Company. He is also the Chairman of the Executive Committee and the Remuneration Committee, a member of the Nomination Committee and a director of certain subsidiaries of the Company. Mr. Leung Kai Kuen has been involved in the corporate development and strategic planning of the Group. He has over 40 years of experience in the waste paper management industry and over 10 years of experience in the recycled paper manufacturing industry. Mr. Leung Kai Kuen concurrently serves as the Founding President of Hong Kong Waste Paper Trade Association Limited, the Vice Chairman of Hong Kong Federation of Huichow Associations Limited, the Vice Chairman of the Huizhou Overseas Friendship Association, an honorary President of Tai Po District Junior Police Call and is a member of Fanling District Rural Committee. He is also an honorary citizen of Huizhou, Guangdong Province, the PRC. Mr. Leung Kai Kuen was a member of the Ninth Political Consultative Committee of Huizhou, Guangdong Province and the President of The New Territories North District Manufacturers’ Association of Hong Kong Limited from 2002 to 2006.

Mr. Leung Kai Kuen has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the service agreement entered into between Mr. Leung Kai Kuen and the Company, his current term of office is 36 months commencing on 11 November 2009, which is subject to termination by either party giving not less than three months’ written notice. He is also subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

Mr. Leung Kai Kuen is the director and shareholder of City Legend International Limited (a substantial Shareholder), the elder brother of Mr. Leung Tat Piu (an Executive Director) and the father-in-law of Ms. Cheung Nga Lai, Carol (a Non-executive Director).

Save as disclosed above and in the immediately following section “Interests in shares”, Mr. Leung Kai Kuen does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Leung Kai Kuen was deemed to be interested in 475,050,000 Shares, representing approximately 22.70% of the issued share capital of the Company. Such Shares were held by City Legend International Limited, a corporation wholly owned by Mr. Leung Kai Kuen. Among these 475,050,000 Shares, 168,750,000 Shares, representing approximately 8.06% of the issued share capital of the Company, were held under the Loan Agreement entered into between Firstrate and Mr. Leung Kai Kuen. Pursuant to the Loan Agreement, Firstrate granted an unsecured loan in the amount of HK$100,000,000 to Mr. Leung Kai Kuen, in consideration of which Firstrate was granted a right to exchange the entire outstanding principal of the loan into these 168,750,000 shares of the Company in the manner as set out in the Loan Agreement.

Save as disclosed above, Mr. Leung Kai Kuen was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service agreement entered into between Mr. Leung Kai Kuen and the Company, Mr. Leung Kai Kuen is entitled to receive a fixed salary of HK$4,550,000 per annum payable in 12 equal monthly installments. He is also entitled to discretionary bonuses and other allowances and benefits in kind determined by the Remuneration Committee of the Company. The above emoluments of Mr. Leung Kai Kuen are determined by the Board by reference to his performance, experience and responsibilities as well as the prevailing market conditions. Apart from the aforesaid, he is also eligible to participate in the share option scheme of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Leung Kai Kuen to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Leung Kai Kuen that need to be brought to the attention of the Shareholders in relation to his re-election.

(2) Mr. Leung Tat Piu, aged 47

Position & experience

Mr. Leung Tat Piu is an Executive Director and the Development Manager and Head of the Waste Paper Business Unit of the Group. He is also a member of the Executive Committee and a director of certain subsidiaries of the Company. Mr. Leung Tat Piu joined the Group in May 1985 and has over 24 years of experience in waste paper management service industry. As the Head of the Waste Paper Business Unit, Mr.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Leung Tat Piu is in charge of the collection, purchase and sales of waste paper as well as expansion of the waste paper collection business in the PRC and the daily operations and quality control of the waste paper collection facilities in Hong Kong.

Mr. Leung Tat Piu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the service agreement entered into between Mr. Leung Tat Piu and the Company, his current term of office is 36 months commencing on 3 December 2009, which is subject to termination by either party giving not less than three months’ written notice. He is also subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

Mr. Leung Tat Piu is the younger brother of Mr. Leung Kai Kuen (the Chairman of the Board, Executive Director, Chief Executive Officer of the Company and a substantial Shareholder). Save as disclosed above, Mr. Leung Tat Piu does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Leung Tat Piu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service agreement entered into between Mr. Leung Tat Piu and the Company, Mr. Leung Tat Piu is entitled to receive a director’s fee of HK$780,000 per annum payable in 12 equal monthly installments. He is also entitled to discretionary bonuses and other allowances and benefits in kind determined by the Remuneration Committee of the Company. The above emoluments of Mr. Leung Tat Piu are determined by the Board by reference to his performance, experience and responsibilities as well as the prevailing market conditions. Apart from the aforesaid, he is also eligible to participate in the share option scheme of the Company.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Leung Tat Piu to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Leung Tat Piu that need to be brought to the attention of the Shareholders in relation to his re-election.

(3) Mr. Cheng Chun Keung, Thomas, aged 45

Position & experience

Mr. Cheng Chun Keung, Thomas (“ Mr. Cheng ”) is an Executive Director, a member of the Executive Committee of the Company and the Deputy General Manager and Head of Recycled Paper Business of the Group. He joined the Group in February 2005 as the Head of Recycled Paper Business and is responsible for the overall production management, management improvement and expansion of the sales network in the PRC and overseas. Mr. Cheng has 13 years of experience in finance and daily operations management at well-known hotel groups, including Peninsula Hotels Group, Shangri-La Hotels Group and Kempinski Group (Lufthansa Airlines). Prior to joining the Group, Mr. Cheng served as the general manager of the operations of Guangdong Josco Disposable Product Limited.

Mr. Cheng has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the service agreement entered into between Mr. Cheng and the Company, his current term of office is 36 months commencing on 11 March 2010, which is subject to termination by either party giving not less than three months’ written notice. He is also subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Cheng does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Cheng was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Director’s emoluments

Pursuant to the service agreement entered into between Mr. Cheng and the Company, Mr. Cheng is entitled to receive a director’s fee of HK$910,000 per annum payable in 12 equal monthly installments. Mr. Cheng is also entitled to discretionary bonuses and other allowances and benefits in kind determined by the Remuneration Committee of the Company. The above emoluments of Mr. Cheng are determined by the Board by reference to his performance, experience and responsibilities as well as the prevailing market conditions. Apart from the aforesaid, Mr. Cheng is also eligible to participate in the share option scheme of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Cheng to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Cheng that need to be brought to the attention of the Shareholders in relation to his re-election.

(4) Ms. Cheung Nga Lai, Carol, aged 34

Position & experience

Ms. Cheung Nga Lai, Carol (“ Ms. Cheung ”) is a Non-executive Director. She joined the Group on 11 March 2010. Ms. Cheung obtained a Bachelor degree of Arts and a Master degree of Arts from University of Cambridge in June 1999 and March 2003, respectively. Ms. Cheung worked as an analyst in the global investment research division of Goldman Sachs (Asia) L.L.C. in Hong Kong from 1999 to 2002. Ms. Cheung then joined EF Education Limited in 2002 and currently is an executive vice president of EF Education Limited and is responsible for business development, marketing, human resources, strategic development and enterprise communication.

Ms. Cheung has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the service agreement entered into between Ms. Cheung and the Company, her current term of office is 36 months commencing on 11 March 2010, which is subject to termination by either party giving not less than three months’ written notice. She is also subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Relationships

Ms. Cheung is a daughter-in-law of Mr. Leung Kai Kuen (the Chairman of the Board, Executive Director, Chief Executive Officer of the Company and a substantial Shareholder) and the younger sister of Ms. Cheung Nga Shuen, Candy (the Head of Administration, Human Resources and Purchasing of the Group). Save as disclosed above, Ms. Cheung does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Cheung was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service agreement entered into between Ms. Cheung and the Company, Ms. Cheung is entitled to receive a director’s fee of HK$360,000 per annum payable in 12 equal monthly installments, which is determined by the Board by reference to her time commitment and responsibilities as well as the prevailing market conditions. Ms. Cheung is also eligible to participate in the share option scheme of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Ms. Cheung to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Ms. Cheung that need to be brought to the attention of the Shareholders in relation to her re-election.

(5) Mr. Chung Wai Kwok, Jimmy, aged 60

Position & experience

Mr. Chung Wai Kwok, Jimmy (“ Mr. Chung ”) is an Independent Non-executive Director and the Chairman of the Audit Committee of the Company. He joined the Group on 11 March 2010. Mr. Chung has over 20 years of experience in financial advisory services, taxation and management. He was a partner of PricewaterhouseCoopers until he retired in June 2005. In October 2005, he joined Russell Bedford Hong Kong Limited, a professional consulting firm, as a director in the tax and business advisory unit. Mr. Chung is a member of the Hong Kong Institute of Certified Public Accountants, the Taxation Institute of Hong Kong and the Association of Chartered Certified Accountants. He was the President of the Hong Kong branch of the Association of Chartered Certified Accountants for the year

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

2005/06. Mr. Chung currently is an independent non-executive director of Fittec International Group Limited (stock code: 2662), Lee Kee Holdings Limited (stock code: 637) and Tradelink Electronic Commerce Limited (stock code: 536), all of which are listed on the Main Board of the Stock Exchange.

Save as disclosed above, Mr. Chung has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. Chung, his initial term of office is 3 years commencing from 11 March 2010, which is subject to termination by either party giving not less than three months’ written notice. He is also subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Chung does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chung was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the letter of appointment issued by the Company to Mr. Chung, he is entitled to receive a fixed director’s fee of HK$180,000 per annum payable on a 12-month basis, which is determined by the Board with reference to his qualifications, experience and responsibilities. Mr. Chung is also eligible to participate in the share option scheme of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Chung to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Chung that need to be brought to the attention of the Shareholders in relation to his re-election.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

(6) Mr. Chan Kong, aged 46

Position & experience

Mr. Chan Kong (“ Mr. Chan ”) is an Independent Non-executive Director, the Chairman of the Nomination Committee and a member of the Audit Committee and Remuneration Committee of the Company. He joined the Group on 11 March 2010. Mr. Chan graduated from The Chinese University of Hong Kong with a major in Mathematics in May 1987. Mr. Chan has more than 7 years of management experience. Mr. Chan is currently the Vice-chairman of Jimei Investment Holdings Limited. He was also a director of Hontec International Limited, a company engaged in the trading and marketing of photographic production machines and other related accessories in China and Japan. Mr. Chan is a co-founder of Bio-Treat Technology Limited, a company listed on the main board of the Singapore Exchange Ltd. since 2004.

Save as disclosed above, Mr. Chan has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. Chan, his initial term of office is 3 years commencing from 11 March 2010, which is subject to termination by either party giving not less than three months’ written notice. He is also subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Chan does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chan was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the letter of appointment issued by the Company to Mr. Chan, he is entitled to receive a fixed director’s fee of HK$180,000 per annum payable on a 12-month basis, which is determined by the Board with reference to his qualifications, experience and responsibilities. Mr. Chan is also eligible to participate in the share option scheme of the Company.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Chan to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Chan that need to be brought to the attention of the Shareholders in relation to his re-election.

(7) Mr. Lee Kwok Chung, aged 46

Position & experience

Mr. Lee Kwok Chung (“ Mr. Lee ”) is an Independent Non-executive Director and a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company. He joined the Group in June 2010. Mr. Lee obtained a bachelor’s degree in science from The Chinese University of Hong Kong in 1986 and a bachelor’s degree in law from the University of London in 1993. From August 1986 to April 1995, Mr. Lee worked as a unit manager of The Prudential Assurance Company Limited and was mainly responsible for sales and marketing. Mr. Lee joined Messrs. Weir & Associates as a trainee solicitor in April 1995. He was admitted as a solicitor of the High Court of Hong Kong in April 1997 and worked with Messrs. Weir & Associates, Solicitors and Notaries between April 1997 and January 2008. Since January 2008, Mr. Lee has been a partner in Messrs. Lee & So, Solicitors. Mr. Lee is also appointed a civil celebrant of marriages for the period from 23 June 2006 to 22 June 2011. From September 2006 to August 2007, Mr. Lee was the president of The Federation of Alumni Associations of The Chinese University of Hong Kong. Since 2002, he has been the chairman and a director of The Alumni Association of the United College of The Chinese University of Hong Kong Limited.

Mr. Lee has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. Lee, his initial term of office is 3 years commencing from 21 June 2010, which is subject to termination by either party giving not less than three months’ written notice. He is also subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Lee does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Lee was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the letter of appointment issued by the Company to Mr. Lee, he is entitled to receive a fixed director’s fee of HK$180,000 per annum payable on a 12-month basis, which is determined by the Board with reference to his qualifications, experience and responsibilities. Mr. Lee is also eligible to participate in the share option scheme of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Lee to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Lee that need to be brought to the attention of the Shareholders in relation to his re-election.

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NOTICE OF THE ANNUAL GENERAL MEETING

FOOK WOO GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 923)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Fook Woo Group Holdings Limited (the “ Company ”) will be held at Aberdeen Room, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 15 September 2010 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the following resolutions (with or without modification):–

1. To consider and receive the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “ Directors ”) and auditor of the Company (the “ Auditor ”) for the year ended 31 March 2010;

2. To re-elect Mr. Leung Kai Kuen, a retiring Director, as an Executive Director;

3. To re-elect Mr. Leung Tat Piu, a retiring Director, as an Executive Director;

4. To re-elect Mr. Cheng Chun Keung, Thomas, a retiring Director, as an Executive Director;

5. To re-elect Ms. Cheung Nga Lai, Carol, a retiring Director, as a Non-executive Director;

6. To re-elect Mr. Chung Wai Kwok, Jimmy, a retiring Director, as an Independent Non-executive Director;

7. To re-elect Mr. Chan Kong, a retiring Director, as an Independent Non-executive Director;

8. To re-elect Mr. Lee Kwok Chung, a retiring Director, as an Independent Non-executive Director;

9. To authorize the board of directors of the Company (the “ Board ”) to fix the respective Directors’ remuneration;

10. To re-appoint PricewaterhouseCoopers as the Auditor and to authorize the Board to fix the Auditor’s remuneration;

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

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares, subject to and in accordance with the applicable laws

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NOTICE OF THE ANNUAL GENERAL MEETING

and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall be in addition to any other authorization given to the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the Directors;

• (c) the total nominal amount of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total nominal amount of the issued share capital of the Company as at the date of passing of 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 annual general meeting of the Company;

  • (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.”;

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

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors to make or grant offers, agreements, options and rights of exchange or conversion during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF THE ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) the exercise of options granted under the share option scheme of the Company or similar arrangement of the Company for the time being adopted for the grant or issue to the grantees as specified in such scheme or similar arrangement of shares or rights to acquire shares of the Company;

• (iii) an issue of shares upon the exercise of the subscription of conversion rights under the terms of any warrants, bonds, notes or other securities of the Company which are convertible into shares of the Company or carry rights to subscribe for shares of the Company; and

• (iv) any scrip dividend scheme 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 Articles of Association of the Company,

shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and this approval shall be limited accordingly; and

• (d) 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 annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the

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NOTICE OF THE ANNUAL GENERAL MEETING

laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange, in any territory, outside Hong Kong).”; and

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

“ THAT conditional upon the passing of resolutions set out in items 11 and 12 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 12 of the Notice be and is hereby extended by the addition to the aggregate nominal amount of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 11 of the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”.

By order of the Board Fook Woo Group Holdings Limited Leung Kai Kuen Chairman

Hong Kong, 29 July 2010

Notes:

• (a) Any member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (b) In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

• (c) In relation to the ordinary resolutions nos. 11, 12 and 13 of this notice, the Directors wish to state that they have no immediate plan to repurchase any existing shares or issue any new shares of the Company.

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