International Genius Company — Proxy Solicitation & Information Statement 2012

Feb 13, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

The 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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

PROPOSED CHANGE OF COMPANY NAME AND

PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

A notice convening an Extraordinary General Meeting (‘‘EGM’’) of Rainbow Brothers Holdings Limited to be held at Suite No. 1 on 7/F, Sino Plaza, 255–257 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 6 March 2012 at 10:00 a.m. is set out on pages 20 to 25 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

If you are not able to attend the EGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 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 EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the EGM or any adjournment thereof should you so wish.

13 February 2012

• For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Reasons for the Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Effects on the Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Adoption of New Memorandum and Articles of Association . . . . . . . . . . . . . . . . . . .	3
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix — Comparison between Existing and
New Memorandum and Articles of Association . . . . . . . . . . . . . . . . . . . . . .	6
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

– i –

DEFINITIONS

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

‘‘Board’’ the board of Directors ‘‘Change of Company Name’’ the proposed change of name of the Company to ‘‘Harmonic Strait Financial Holdings Limited 和協海峽金融集團有限公司’’ ‘‘Companies Law’’ the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time ‘‘Company’’ Rainbow Brothers 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 ‘‘EGM’’ the extraordinary general meeting of the Company to be held to approve Change of Company Name and adoption of new Memorandum and Articles of Association ‘‘Harmonic Strait’’ Harmonic Strait Credit Guarantee Co., Limited, a sino-foreign joint venture limited liability company established in the People’s Republic of China and a subsidiary of the Company ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Memorandum and Articles of the memorandum and articles of association of the Company Association’’

• ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘%’’ per cent

– 1 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

Executive Directors: Mr. An Yu Xin Ms. Sun Pei Ying

Non-Executive Director: Mr. Ko Ming Tung, Edward

Independent non-executive Directors: Mr. Chan Cheuk Ming Mr. Cheung Wah Keung Mr. Anthony Espina

Registered office: P.O. Box 309 Ugland house South Church Street George Town Grand Cayman KY1-1104 Cayman Islands

Head office and principal place of business in Hong Kong: Suite No. 1 on 7 /F Sino Plaza 255–257 Gloucester Road Causeway Bay Hong Kong

13 February 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

INTRODUCTION

On 19 January 2012, the Company announced that it would change the name of the Company and adopt new Memorandum and Articles of Association. The purpose of this circular is to provide you with, among others, further details of the Change of Company Name and the adoption of new Memorandum and Articles of Association together with notice of the EGM.

PROPOSED CHANGE OF COMPANY NAME

The Board proposed a special resolution to the Shareholders at the EGM to change the name of the Company from ‘‘Rainbow Brothers Holdings Limited’’ to ‘‘Harmonic Strait Financial Holdings Limited 和協海峽金融集團有限公司’’ and would no longer adopt its existing Chinese name ‘‘十友控股有限公 司’’ for identification purpose at the forthcoming EGM of the Company to be held on Tuesday, 6 March 2012 at 10:00 a.m..

• For identification purpose only

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LETTER FROM THE BOARD

Incidental to such proposed change of name, the Directors also proposed to amend the Memorandum and Articles of Association to reflect the change of the Company name.

CONDITIONS

The Change of Company Name will be subject to the following:

1. the passing of a special resolution by the Shareholders approving the Change of Company Name at the EGM; and

2. the Registrar of Companies in the Cayman Islands approving the Change of Company Name.

Subject to the satisfaction of the above conditions, the new name of the Company will take effect on the date of the issuance of the certificate of incorporation on the change of name by the Cayman Islands Registrar of Companies. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.

REASONS FOR THE CHANGE OF COMPANY NAME

In light of the completion of the acquisition of the 90% equity interests in Harmonic Strait in August 2010, the Group has devoted efforts and resources to promote the business of Harmonic Strait. The Board is of the view that the new name will better reflect the nature and business development of the Company in the future. As such, the Board considers that the Change of Company Name is in the interests of the Company and its shareholders as a whole.

EFFECTS ON THE CHANGE OF COMPANY NAME

The Change of Company Name will not affect any of the rights of the Shareholders or the Company’s daily business operation and its financial position.

The Change of Company Name will be effective on the date of the issuance of the certificate of incorporation on the change of name by the Cayman Islands Registrar of Companies. Thereafter, new share certificates of the Company will be issued in the new name of the Company. However, all existing share certificates in issue bearing the existing name of the Company will, after the Change of Company Name has become effective, continue to be effective and be valid for trading, settlement, registration and delivery purposes.

There will not be any arrangement for the free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.

Further announcement will be made by the Company to inform the Shareholders of results of the EGM, the effective date of the Change of Company Name and the new stock short name of the Company under which Shares will be traded on the Stock Exchange.

PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

The existing Memorandum and Articles of Association have not been amended since October 2007. The Board proposed certain amendments to be made to the existing Memorandum and Articles of Association for housekeeping purpose and for the purpose of conforming with certain amendments to the

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LETTER FROM THE BOARD

Listing Rules, which became effective on 1 January 2009, and certain further amendments to the Listing Rules which became effective on 1 January 2012 and the applicable rules under the Companies Law. The principal effect of the proposed amendments to the existing Memorandum and Articles of Association is summarized as follows:

• (i) all resolutions at general meetings of the Company shall be decided by poll other than a resolution which relates purely to a procedural or administrative matter as may be permitted under the Listing Rules to be voted by a show of hands;

• (ii) an annual general meeting shall be called by written notice of not less than 21 clear days and not less than 20 clear business days, an extraordinary general meeting called for the passing of a special resolution shall be called by written notice of not less than 21 clear days and not less than 10 clear business days and any other extraordinary meetings shall be called by written notice of not less than 14 clear days and not less than 10 clear business days; and

• (iii) physical board meeting shall be held rather by way of written resolution to deal with matter in which a substantial shareholder or a Director has a conflict of interest.

A table showing the comparison between the Clauses and Articles of the existing and new Memorandum and Articles of Association which are affected by the proposed amendments thereto is set out in Appendix to this circular so as to give adequate information about the effect of the proposed amendments to the Memorandum and Articles of Association.

The Board would like to take this opportunity to propose that the new Memorandum and Articles of Association incorporating the amendments be adopted to replace the existing Memorandum and Articles of Association.

The Company’s legal advisers have confirmed that the proposed amendments to the Memorandum and Articles of Association are in compliance with the requirements of the Listing Rules and the Cayman Islands laws. The Company also confirms that there is nothing unusual about the proposed amendments to the Memorandum and Articles of Association for a company listed in Hong Kong.

Pursuant to Article 228 of the existing Memorandum and Articles of Association, the proposed amendments to the Memorandum and Articles of Association and adoption of new Memorandum and Articles of Association incorporating such amendments will be subject to the approval by the Shareholders in form of a special resolution.

EGM

Set out at the end of this circular is a notice convening the EGM to be held at Suite No. 1 on 7/F, Sino Plaza, 255–257 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 6 March 2012 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out therein.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon

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LETTER FROM THE BOARD

as possible and in any event no later than 48 hours before the time appointed for the holding of the EGM. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at such meeting or any adjournment should you so wish.

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.

RECOMMENDATIONS

The Directors consider the Change of Company Name and the proposed amendments to the Memorandum and Articles of Association are in the interests of the Company and its Shareholders as a whole and accordingly recommend all Shareholders to vote in favour of the resolutions to be proposed at the forthcoming EGM.

Yours faithfully For and on behalf of the Board of Rainbow Brothers Holdings Limited An Yu Xin Executive Director

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

The following table shows the comparison between the existing and new Clauses and Articles of the Memorandum and Articles of Association which are affected by the proposed amendments thereto for the information of the Shareholders.

Please note that the Memorandum and Articles of Association is prepared in English language. The Chinese translation of the relevant Clauses and Articles of the Memorandum and Articles of Association in the following table is for information only and not an official translation of the English version. In case of any discrepancy, the English version shall prevail.

A. Memorandum of Association of the Company

• Clause No. Existing Clauses Clauses after proposed amendments 1 The name of the Company is Rainbow The name of the Company is Harmonic Brothers Holdings Limited, and the Strait Financial Holdings Limited 和協海 Chinese name for identification purposes 峽金融集團有限公司. only is 十友控股有限公司.

• 2 The Registered Office of the Company The Registered Office of the Company shall be at the offices of M&C Corporate shall be at the offices of Maples Corporate Services Limited, PO Box 309GT, Ugland Services Limited, PO Box 309, Ugland House, South Church Street, George Town, House, Grand Cayman, KY1-1104, Grand Cayman, Cayman Islands or at such Cayman Islands or at such other place in other place in the Cayman Islands as the the Cayman Islands as the Board may from Board may from time to time decide. time to time decide.

4 Except as prohibited or limited by the Except as prohibited or limited by the Companies Law (2007 Revision), the Companies Law (2011 Revision), the Company shall have full power and Company shall have full power and authority to carry out any object not authority to carry out any object not prohibited by any law as provided by prohibited by any law as provided by Section 7(4) of the Companies Law (2007 Section 7(4) of the Companies Law (2011 Revision) and shall have and be capable of Revision) and shall have and be capable of from time to time and at all times from time to time and at all times exercising any and all of the powers at any exercising any and all of the powers at any time or from time to time exercisable by a time or from time to time exercisable by a natural person or body corporate, natural person or body corporate, irrespective of any question of corporate irrespective of any question of corporate benefit, in doing in any part of the world benefit, in doing in any part of the world whether as principal, agent, contractor or whether as principal, agent, contractor or otherwise whatever may be considered by otherwise whatever may be considered by it necessary for the attainment of its it necessary for the attainment of its objects and whatever else may be objects and whatever else may be considered by it as incidental or conducive considered by it as incidental or conducive thereto or consequential thereon, including, thereto or consequential thereon, including, but without in any way restricting the but without in any way restricting the generality of the foregoing, the power to generality of the foregoing, the power to make any alterations or amendments to this make any alterations or amendments to this Memorandum of Association and the Memorandum of Association and the Articles of Association of the Company Articles of Association of the Company

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

Clause

No. Existing Clauses

Clauses after proposed amendments

considered necessary or convenient in the considered necessary or convenient in the manner set out in the Articles of manner set out in the Articles of Association of the Company, and the Association of the Company, and the power to do any of the following acts or power to do any of the following acts or things, viz: to pay all expenses of and things, viz: to pay all expenses of and incidental to the promotion, formation and incidental to the promotion, formation and incorporation of the Company; to register incorporation of the Company; to register the Company to do business in any other the Company to do business in any other jurisdiction; to sell, lease or dispose of any jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, property of the Company; to draw, make, accept, endorse, discount, execute and accept, endorse, discount, execute and issue promissory notes, debentures, issue promissory notes, debentures, debenture stock, loans, loan stock, loan debenture stock, loans, loan stock, loan notes, bonds, convertible bonds, bills of notes, bonds, convertible bonds, bills of exchange, bills of lading, warrants and exchange, bills of lading, warrants and other negotiable or transferable other negotiable or transferable instruments; to lend money or other assets instruments; to lend money or other assets and to act as guarantors; to borrow or raise and to act as guarantors; to borrow or raise money on the security of the undertaking money on the security of the undertaking or on all or any of the assets of the or on all or any of the assets of the Company including uncalled capital or Company including uncalled capital or without security; to invest monies of the without security; to invest monies of the Company in such manner as the Directors Company in such manner as the Directors determine; to promote other companies; to determine; to promote other companies; to sell the undertaking of the Company for sell the undertaking of the Company for cash or any other consideration; to cash or any other consideration; to distribute assets in specie to members of distribute assets in specie to members of the Company; to contract with persons for the Company; to contract with persons for the provision of advice, the management the provision of advice, the management and custody of the Company’s assets, the and custody of the Company’s assets, the listing of the Company’s shares and its listing of the Company’s shares and its administration; to make charitable or administration; to make charitable or benevolent donations; to pay pensions or benevolent donations; to pay pensions or gratuities or provide other benefits in cash gratuities or provide other benefits in cash or kind to Directors, officers, employees, or kind to Directors, officers, employees, past or present and their families; to past or present and their families; to purchase Directors and officers liability purchase Directors and officers liability insurance; to carry on any trade or insurance; to carry on any trade or business and generally to do all acts and business and generally to do all acts and

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

Clause

No. Existing Clauses

Clauses after proposed amendments

things which, in the opinion of the things which, in the opinion of the Company or the Directors, may be Company or the Directors, may be conveniently or profitably or usefully conveniently or profitably or usefully acquired and dealt with, carried on, acquired and dealt with, carried on, executed or done by the Company in executed or done by the Company in connection with the business aforesaid connection with the business aforesaid PROVIDED THAT the Company shall PROVIDED THAT the Company shall only carry on the businesses for which a only carry on the businesses for which a licence is required under the laws of the licence is required under the laws of the Cayman Islands when so licensed under Cayman Islands when so licensed under the terms of such laws. the terms of such laws.

6 The share capital of the Company is The share capital of the Company is HK$100,000,000 divided into HK$100,000,000 divided into 1,000,000,000 shares of a nominal or par 1,000,000,000 shares of a nominal or par value of HK$0.10 each with power for the value of HK$0.10 each with power for the Company insofar as is permitted by law, to Company insofar as is permitted by law, to redeem or purchase any of its shares and to redeem or purchase any of its shares and to increase or reduce the said capital subject increase or reduce the said capital subject to the provisions of the Companies Law to the provisions of the Companies Law (2007 Revision) and the Articles of (2011 Revision) and the Articles of Association and to issue any part of its Association and to issue any part of its capital, whether original, redeemed or capital, whether original, redeemed or increased with or without any preference, increased with or without any preference, priority or special privilege or subject to priority or special privilege or subject to any postponement of rights or to any any postponement of rights or to any conditions or restrictions and so that conditions or restrictions and so that unless the conditions of issue shall unless the conditions of issue shall otherwise expressly declare every issue of otherwise expressly declare every issue of shares whether declared to be preference or shares whether declared to be preference or otherwise shall be subject to the powers otherwise shall be subject to the powers hereinbefore contained. hereinbefore contained.

1,000,000,000 shares of a nominal or par value of HK$0.10 each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (2011 Revision) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

Clause

No. Existing Clauses

Clauses after proposed amendments

7 If the Company is registered as exempted, If the Company is registered as exempted, its operations will be carried on subject to its operations will be carried on subject to the provisions of Section 193 of the the provisions of Section 174 of the Companies Law (2007 Revision) and, Companies Law (2011 Revision) and, subject to the provisions of the Companies subject to the provisions of the Companies Law (2007 Revision) and the Articles of Law (2011 Revision) and the Articles of Association, it shall have the power to Association, it shall have the power to register by way of continuation as a body register by way of continuation as a body corporate limited by shares under the laws corporate limited by shares under the laws of any jurisdiction outside the Cayman of any jurisdiction outside the Cayman Islands and to be deregistered in the Islands and to be deregistered in the Cayman Islands. Cayman Islands.

B. Articles of Association of the Company

Article

No. Existing Articles

Articles after proposed amendments

• 2 —

‘‘business day’’ shall mean a day on which the Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Exchange is closed for business of dealing in securities in Hong Kong on a day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purpose of these Articles be counted as a business day;

2 ‘‘the Companies Law’’ or ‘‘the Law’’ shall ‘‘the Companies Law’’ or ‘‘the Law’’ shall mean the Companies Law (2007 Revision), mean the Companies Law (2011 Revision), Cap. 22 of the Cayman Islands and any Cap. 22 of the Cayman Islands and any amendments thereto or re-enactments amendments thereto or re-enactments thereof for the time being in force and thereof for the time being in force and includes every other law incorporated includes every other law incorporated therewith or substituted therefor; therewith or substituted therefor;

2 ‘‘the Company’’ or ‘‘this Company’’ shall ‘‘the Company’’ or ‘‘this Company’’ shall mean Rainbow Brothers Holdings Limited; mean Harmonic Strait Financial Holdings Limited 和協海峽金融集團有限公司;

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

Article

No. Existing Articles Articles after proposed amendments 2 ‘‘electronic’’ shall have the meaning given ‘‘electronic’’ shall have the meaning given to it in the Electronic Transactions Law to it in the Electronic Transactions Law; 2000 of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; 2 — ‘‘electronic means’’ includes sending or otherwise making available to the intended recipients of the communication in electronic format; 2 — ‘‘Electronic Transactions Law’’ shall mean the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; 2 — sections 8 and 19 of the Electronic Transactions Law shall not apply;

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

Article

No. Existing Articles

Articles after proposed amendments

• 6 If at any time the share capital of the If at any time the share capital of the Company is divided into different classes Company is divided into different classes of shares, all or any of the rights attached of shares, all or any of the rights attached to any class of shares for the time being to any class of shares for the time being issued (unless otherwise provided for in issued (unless otherwise provided for in the terms of issue of the shares of that the terms of issue of the shares of that class) may, subject to the provisions of the class) may, subject to the provisions of the Law, be varied or abrogated with the Law, be varied or abrogated with the consent in writing of the holders of not consent in writing of the holders of not less than three-fourths in nominal value of less than three-fourths in nominal value of the issued shares of that class or with the the issued shares of that class or with the sanction of a special resolution passed at a sanction of a special resolution passed at a separate meeting of the holders of shares separate meeting of the holders of shares of that class. To every such separate of that class. To every such separate meeting all the provisions of these Articles meeting all the provisions of these Articles relating to general meetings shall mutatis relating to general meetings shall mutatis mutandis apply, but so that the quorum for mutandis apply, but so that the quorum for the purposes of any such separate meeting the purposes of any such separate meeting and of any adjournment thereof shall be a and of any adjournment thereof shall be a person or persons together holding (or person or persons together holding (or representing by proxy or duly authorised representing by proxy or duly authorised representative) at the date of the relevant representative) at the date of the relevant meeting not less than one-third in nominal meeting not less than one-third in nominal value of the issued shares of that class, and value of the issued shares of that class. that any holder of shares of the class present in person (or in the case of a corporation, by its duly authorised representative) or by proxy may demand a poll.

8A —

The Board may accept the surrender for no consideration of any fully paid share.

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

Article

• No. Existing Articles

Articles after proposed amendments

• 80 An annual general meeting and any An annual general meeting shall be called extraordinary general meeting called for by not less than 21 days’ and not less than the passing of a special resolution shall be 20 business days’ notice in writing, any called by not less than 21 days’ notice in extraordinary general meeting called for writing and any other extraordinary general the passing of a special resolution shall be meeting shall be called by not less than 14 called by not less than 21 days’ and not days’ notice in writing. The notice shall be less than 10 business days’ notice in inclusive of the day on which it is served writing and any other extraordinary or deemed to be served and of the day for general meeting shall be called by not less which it is given, and shall specify the than 14 days’ and not less than 10 business time, place, and agenda of the meeting, days’ notice in writing. The notice shall be particulars of the resolutions to be exclusive of the day on which it is served considered at the meeting and in the case or deemed to be served and of the day for of special business (as defined in Article which it is given, and shall specify the 85) the general nature of that business. The time, place, and agenda of the meeting, notice convening an annual general particulars of the resolutions to be meeting shall specify the meeting as such, considered at the meeting and in the case and the notice convening a meeting to pass of special business (as defined in Article a special resolution shall specify the 85) the general nature of that business. The intention to propose the resolution as a notice convening an annual general special resolution. Notice of every general meeting shall specify the meeting as such, meeting shall be given to the Auditors and and the notice convening a meeting to pass to all members other than such as, under a special resolution shall specify the the provisions hereof or the terms of issue intention to propose the resolution as a of the shares they hold, are not entitled to special resolution. Notice of every general receive such notice from the Company. meeting shall be given to the Auditors and to all members other than such as, under the provisions hereof or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company.

• 82 There shall appear with reasonable There shall appear with reasonable prominence in every notice of general prominence in every notice of general meetings of the Company a statement that meetings of the Company a statement that a member entitled to attend and vote is a member entitled to attend and vote is entitled to appoint a proxy to attend and, entitled to appoint a proxy to attend and on a poll, vote instead of him and that a vote instead of him and that a proxy need proxy need not be a member of the not be a member of the Company. Company.

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

Article

• No. Existing Articles

Articles after proposed amendments

90 At any general meeting a resolution put to At any general meeting a resolution put to the vote of the meeting shall be decided on the vote of the meeting shall be decided on a show of hands unless (before or on the a poll save that the Chairman may, in good declaration of the result of the show of faith, allow a resolution which relates hands or on the withdrawal of any other purely to a procedural or administrative demand for a poll) a poll is duly demanded matter as prescribed under the Listing or otherwise required under the Listing Rules to be voted on by a show of hands. Rules. A poll may be demanded by:

• 90.1 the Chairman of the meeting; or

• 90.2 at least five members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and entitled to vote; or

• 90.3 any member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or

• 90.4 any member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

Article

• No. Existing Articles Articles after proposed amendments 91 Unless a poll is so required or demanded Where a resolution is voted on by a show and, in the latter case, not withdrawn, a of hands as permitted under the Listing declaration by the Chairman that a Rules, a declaration by the Chairman that a resolution has on a show of hands been resolution has been carried, or carried carried, or carried unanimously, or by a unanimously, or by a particular majority, particular majority, or lost, and an entry to or lost, and an entry to that effect in the that effect in the Company’s book Company’s book containing the minutes of containing the minutes of proceedings of proceedings of meetings of the Company meetings of the Company shall be shall be conclusive evidence of that fact conclusive evidence of that fact without without proof of the number or proportion proof of the number or proportion of the of the votes recorded in favour of or votes recorded in favour of or against such against such resolution. resolution.

• 92 If a poll is required or demanded as A poll shall (subject as provided in Article aforesaid, it shall (subject as provided in 94) be taken in such manner (including the Article 94) be taken in such manner use of ballot or voting papers or tickets) (including the use of ballot or voting and at such time and place, not being more papers or tickets) and at such time and than 30 days from the date of the meeting place, not being more than 30 days from or adjourned meeting at which the poll was the date of the meeting or adjourned taken as the Chairman directs. No notice meeting at which the poll was required or need be given for a poll not taken demanded as the Chairman directs. No immediately. The result of the poll shall be notice need be given of a poll not taken deemed to be the resolution of the meeting immediately. The result of the poll shall be at which the poll was taken. deemed to be the resolution of the meeting at which the poll was required or demanded. The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting at which the poll was demanded or the taking of the poll, whichever is earlier.

• 93 The demand of a poll shall not prevent the [intentionally omitted] continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

Article

• No. Existing Articles Articles after proposed amendments

• 94 Any poll duly demanded on the election of Any poll on the election of a Chairman of a Chairman of a meeting or on any a meeting or on any question of question of adjournment shall be taken at adjournment shall be taken at the meeting the meeting and without adjournment. and without adjournment.

• 95 In the case of an equality of votes, whether In the case of an equality of votes, whether on a show of hands or on a poll, the on a show of hands or on a poll, the Chairman of the meeting at which the Chairman of the meeting at which the show of hands takes place or at which the show of hands or the poll is taken, shall be poll is required or demanded, shall be entitled to a second or casting vote. entitled to a second or casting vote.

• 97 Subject to any special rights, privileges or Subject to any special rights, privileges or restrictions as to voting for the time being restrictions as to voting for the time being attached to any class or classes of shares, attached to any class or classes of shares, at any general meeting on a show of hands at any general meeting where a show of every member who is present in person (or, hands is allowed, every member present in in the case of a member being a person (or, in the case of a member being a corporation by its duly authorised corporation, by its duly authorised representative) shall have one vote, and on representative) shall have one vote, and on a poll every member present in person (or, a poll every member present in person (or, in the case of a member being a in the case of a member being a corporation, by its duly authorised corporation, by its duly authorised representative) or by proxy shall have one representative) or by proxy shall have one vote for each share registered in his name vote for each share registered in his name in the register. Notwithstanding anything in the register. On a poll a member entitled contained in these Articles, where more to more than one vote is under no than one proxy is appointed by a obligation to cast all his votes in the same recognised clearing house (or its way. For the avoidance of doubt, where nominee(s)), each such proxy shall have more than one proxy is appointed by a one vote on a show of hands. On a poll a recognised clearing house or its member entitled to more than one vote is nominee(s)), each such proxy shall have under no obligation to cast all his votes in one vote on a show of hands and is under the same way. no obligation to cast all his votes in the same way on a poll.

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

Article

No. Existing Articles Articles after proposed amendments

• 101 A member in respect of whom an order has A member in respect of whom an order has been made by any competent court or been made by any competent court or official on the grounds that he is or may official on the grounds that he is or may be suffering from mental disorder or is be suffering from mental disorder or is otherwise incapable of managing his affairs otherwise incapable of managing his affairs may vote, whether on a show of hands or may vote, by any person authorised in such on a poll, by any person authorised in such circumstances to do so, and such person circumstances to do so, and such person may vote by proxy. may vote on a poll by proxy.

• 104 Any member of the Company entitled to Any member of the Company entitled to attend and vote at a meeting of the attend and vote at a meeting of the Company shall be entitled to appoint Company shall be entitled to appoint another person (who must be an another person (who must be an individual) as his proxy to attend and vote individual) as his proxy to attend and vote instead of him and a proxy so appointed instead of him and a proxy so appointed shall have the same right as the member to shall have the same right as the member to speak at the meeting. On a poll votes may speak at the meeting. Votes may be given be given either personally or by proxy. A either personally or by proxy. A proxy proxy need not be a member of the need not be a member of the Company. A Company. A member may appoint any member may appoint any number of number of proxies to attend in his stead at proxies to attend in his stead at any one any one general meeting (or at any one general meeting (or at any one class class meeting). meeting).

• 108 The instrument appointing a proxy to vote The instrument appointing a proxy to vote at a general meeting shall: (a) be deemed at a general meeting shall: (a) be deemed to confer authority to demand or join in to confer authority to vote on any demanding a poll and to vote on any amendment of a resolution put to the amendment of a resolution put to the meeting for which it is given as the proxy meeting for which it is given as the proxy thinks fit; and (b) unless the contrary is thinks fit; and (b) unless the contrary is stated therein, be valid as well for any stated therein, be valid as well for any adjournment of the meeting as for the adjournment of the meeting as for the meeting to which it relates, provided that meeting to which it relates, provided that the meeting was originally held within 12 the meeting was originally held within 12 months from such date. months from such date.

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

Article

• No. Existing Articles

Articles after proposed amendments

• 111 If a recognised clearing house (or its If a recognised clearing house (or its nominee(s)) is a member of the Company nominee(s)) is a member of the Company it may authorise such person or persons as it may authorise such person or persons as it thinks fit to act as its proxy(ies) or it thinks fit to act as its proxy(ies) or representative(s) at any general meeting of representative(s) at any general meeting of the Company or at any general meeting of the Company or at any general meeting of any class of members of the Company any class of members of the Company provided that, if more than one person is provided that, if more than one person is so authorised, the authorisation shall so authorised, the authorisation shall specify the number and class of shares in specify the number and class of shares in respect of which each such person is so respect of which each such person is so authorised. A person so authorised authorised. The person so authorised will pursuant to this provision shall be entitled be deemed to have been duly authorised to exercise the same rights and powers on without the need of producing any behalf of the recognised clearing house (or documents of title, notarised authorisation its nominee(s)) which he represents as that and/or further evidence to substantiate that recognised clearing house (or its it is so authorised. A person so authorised nominee(s)) could exercise as if such pursuant to this provision shall be entitled person were an individual member of the to exercise the same rights and powers on Company holding the number and class of behalf of the recognised clearing house (or shares specified in such authorisation, its nominee(s)) which he represents as that including the right to vote individually on recognised clearing house (or its a show of hands, notwithstanding any nominee(s)) could exercise as if such contrary provision contained in these person were an individual member of the Articles. Company holding the number and class of shares specified in such authorisation, including, where a show of hands is allowed, the right to vote individually on a show of hands, notwithstanding any contrary provisions contained in these Articles.

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

• Article No. Existing Articles Articles after proposed amendments 134.3 any proposal concerning any other [intentionally omitted] company in which the Director or any of his Associates is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or any of his Associates is/are beneficially interested in the shares of that company, provided that, the Director and any of his Associates is/are not, in aggregate, beneficially interested in 5 per cent. or more of the issued shares of any class of such company (or of any third company through which his interest or that of any of his Associates is derived) or of the voting rights;

• 148 A Director may, and on request of a A Director may, and on request of a Director the Secretary shall, at any time Director the Secretary shall, at any time summon a meeting of the Board. Failing summon a meeting of the Board. Failing any determination by the Board, not less any determination by the Board, not less than 48 hours notice thereof shall be given than 48 hours notice thereof shall be given to each Director either in writing or by to each Director either in writing or by telephone or by facsimile, telex or telegram telephone or by facsimile, telex or telegram at the address or telephone, facsimile or at the address or telephone, facsimile or telex number from time to time notified to telex number from time to time notified to the Company by such Director or in such the Company by such Director or in such other manner as the Board may from time other manner as the Board may from time to time determine provided that notice need to time determine. not be given to any Director or alternate Director for the time being absent from Hong Kong.

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COMPARISON BETWEEN EXISTING AND NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

Article

• No. Existing Articles

Articles after proposed amendments

• 158 A resolution in writing signed by each and Unless required otherwise by the Listing every one of the Directors (or their Rules, a resolution in writing signed by respective alternates pursuant to Article each and every one of the Directors (or 121) shall be as valid and effectual as if it their respective alternates pursuant to had been passed at a meeting of the Board Article 121) shall be as valid and effectual duly convened and held and may consist of as if it had been passed at a meeting of the several documents in like form each signed Board duly convened and held and may by one or more of the Directors or consist of several documents in like form alternate Directors. each signed by one or more of the Directors or alternate Directors. Notwithstanding the foregoing, a resolution in writing shall not be valid and effective if the resolution relates to any matter or business in which a member of the Company with a substantial shareholding in the Company, or a Director, has an interest conflicting with that of the Company which the Board determines, prior to the passing of such resolution, to be material.

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NOTICE OF THE EGM

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘EGM’’) of the shareholders of Rainbow Brothers Holdings Limited (the ‘‘Company’’) will be held at Suite No. 1 on 7/F, Sino Plaza, 255–257 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 6 March 2012 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modification, the following special resolutions:

SPECIAL RESOLUTIONS

1. ‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the Company’s name be and is hereby changed from ‘‘Rainbow Brothers Holdings Limited’’ to ‘‘Harmonic Strait Financial Holdings Limited 和協 海峽金融集團有限公司’’ and the adoption of its existing Chinese name ‘‘十友控股有限公 司’’ for identification purpose be and is hereby discontinued and THAT such new name of the Company be registered with the Registrar of Companies in the Cayman Islands and the Registrar of Companies in Hong Kong under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and THAT any one of the directors and company secretary of the Company be and is hereby authorised to do all such acts, deeds, and things as he may, in his absolute discretion, deem fit, to effect and implement the change of the name of the Company.’’

2. ‘‘THAT the memorandum and articles of association of the Company currently in effect (the ‘‘Existing M&A’’) be amended in the following manner:

3. (a) by deleting all references to ‘‘Companies Law (2007 Revision)’’ and substituting therewith the words ‘‘Companies Law (2011 Revision)’’;

4. (b) (subject to the passing of the special resolution no.1 set out above in this notice and the entering of the new name of the Company on the register by the Registrar of the Companies in the Cayman Islands) by deleting Clause 1 of the Memorandum in its entirety and substituting therewith the following new Clause 1:

   • 1 The name of the Company is Harmonic Strait Financial Holdings Limited 和協海 峽金融集團有限公司.

5. For identification purpose only

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NOTICE OF THE EGM

• (c) by deleting Clause 2 of the Memorandum in its entirety and substituting therewith the following new Clause 2:

• 2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands or at such other place in the Cayman Islands as the Board may from time to time decide.

• (d) by deleting the words ‘‘Section 193’’ in Clause 7 of the Memorandum and substituting therewith the words ‘‘Section 174’’;

• (e) by deleting the definitions of ‘‘the Company’’ and ‘‘electronic’’ in Article 2 and inserting the following definitions as follows:

• (i) ‘‘business day’’ shall mean a day on which the Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Exchange is closed for business of dealing in securities in Hong Kong on a day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purpose of these Articles be counted as a business day;

• (ii) (subject to the passing of the special resolution no. 1 set out above in this notice and the entering of the new name of the Company on the register by the Registrar of the Companies in the Cayman Islands) ‘‘the Company’’ or ‘‘this Company’’ shall mean Harmonic Strait Financial Holdings Limited 和協海峽金融集團有限公 司;

• (iii) ‘‘electronic’’ shall have the meaning given to it in the Electronic Transactions Law;

• (iv) ‘‘electronic means’’ includes sending or otherwise making available to the intended recipients of the communication in electronic format;

• (v) ‘‘Electronic Transactions Law’’ shall mean the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

• (f) by inserting the following after the definitions of ‘‘writing’’ or ‘‘printing’’ in Article 2:

section 8 and 19 of the Electronic Transactions Law shall not apply;

• (g) by deleting the words ‘‘, and that any holder of shares of the class present in person (or in the case of a corporation, by its duly authorised representative) or by proxy may demand a poll’’ at the end of Article 6;

• (h) by inserting a new Article 8A as follows:

• 8A The Board may accept the surrender for no consideration of any fully paid share.

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NOTICE OF THE EGM

• (i) by deleting Article 80 in its entirety and substituting therewith the following new Article 80:

• 80 An annual general meeting shall be called by not less than 21 days’ and not less than 20 business days’ notice in writing, any extraordinary general meeting called for the passing of a special resolution shall be called by not less than 21 days’ and not less than 10 business days’ notice in writing and any other extraordinary general meeting shall be called by not less than 14 days’ and not less than 10 business days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the time, place, and agenda of the meeting, particulars of the resolutions to be considered at the meeting and in the case of special business (as defined in Article 85) the general nature of that business. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Notice of every general meeting shall be given to the Auditors and to all members other than such as, under the provisions hereof or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company.

• (j) by deleting the words ‘‘, on a poll,’’ in Article 82;

• (k) by deleting Article 90 in its entirety and substituting therewith the following new Article 90:

• 90 At any general meeting a resolution put to the vote of the meeting shall be decided on a poll save that the Chairman may, in good faith, allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Listing Rules to be voted on by a show of hands.

• (l) by deleting Article 91 in its entirety and substituting therewith the following new Article 91:

• 91 Where a resolution is voted on by a show of hands as permitted under the Listing Rules, a declaration by the Chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the Company’s book containing the minutes of proceedings of meetings of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

• (m) by deleting Article 92 in its entirety and substituting therewith the following new Article 92:

• 92 A poll shall (subject as provided in Article 94) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the

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NOTICE OF THE EGM

poll was taken as the Chairman directs. No notice need be given for a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken.

• (n) by deleting Article 93 in its entirety and substituting therewith the words ‘‘[intentionally omitted]’’;

• (o) by deleting the words ‘‘duly demanded’’ in Article 94;

• (p) by deleting Article 95 in its entirety and substituting therewith the following new Article 95:

• 95 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands or the poll is taken, shall be entitled to a second or casting vote.

• (q) by deleting Article 97 in its entirety and substituting therewith the following new Article 97:

• 97 Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting where a show of hands is allowed, every member present in person (or, in the case of a member being a corporation, by its duly authorised representative) shall have one vote, and on a poll every member present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each share registered in his name in the register. On a poll a member entitled to more than one vote is under no obligation to cast all his votes in the same way. For the avoidance of doubt, where more than one proxy is appointed by a recognised clearing house or its nominee(s)), each such proxy shall have one vote on a show of hands and is under no obligation to cast all his votes in the same way on a poll.

• (r) by deleting the words ‘‘, whether on a show of hands or on a poll,’’ and the words ‘‘on a poll’’ in Article 101;

• (s) by deleting the words ‘‘On a poll votes’’ at the beginning of the second sentence in Article 104 and substituting therewith the word ‘‘Votes’’;

• (t) by deleting the words ‘‘to demand or join in demanding a poll and’’ in Article 108;

• (u) by deleting Article 111 in its entirety and substituting therewith the following new Article 111:

• 111 If a recognised clearing house (or its nominee(s)) is a member of the Company it may authorise such person or persons as it thinks fit to act as its proxy(ies) or representative(s) at any general meeting of the Company or at any general meeting of any class of members of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in

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NOTICE OF THE EGM

respect of which each such person is so authorised. The person so authorised will be deemed to have been duly authorised without the need of producing any documents of title, notarised authorisation and/or further evidence to substantiate that it is so authorised. A person so authorised pursuant to this provision shall be entitled to exercise the same rights and powers on behalf of the recognised clearing house (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) could exercise as if such person were an individual member of the Company holding the number and class of shares specified in such authorisation, including, where a show of hands is allowed, the right to vote individually on a show of hands, notwithstanding any contrary provisions contained in these Articles.

• (v) by deleting Article 134.3 in its entirety and substituting therewith the words ‘‘[intentionally omitted]’’;

• (w) by deleting the words ‘‘provided that notice need not be given to any Director or alternate Director for the time being absent from Hong Kong’’ at the end of Article 148;

• (x) by deleting Article 158 in its entirety and substituting therewith the following new Article 158:

  • 158 Unless required otherwise by the Listing Rules, a resolution in writing signed by each and every one of the Directors (or their respective alternates pursuant to Article 121) shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held and may consist of several documents in like form each signed by one or more of the Directors or alternate Directors. Notwithstanding the foregoing, a resolution in writing shall not be valid and effective if the resolution relates to any matter or business in which a member of the Company with a substantial shareholding in the Company, or a Director, has an interest conflicting with that of the Company which the Board determines, prior to the passing of such resolution, to be material.’’

• ‘‘THAT subject to the passing of the special resolution no.2 set out above in this notice, the Existing M&A be amended and restated by their deletion in their entirety and the substitution therewith the Amended and Restated Memorandum and Articles of Association produced at the Meeting and marked ‘‘A’’ by the Chairman of the Meeting for the purpose of identification.’’

By order of the Board

Rainbow Brothers Holdings Limited An Yu Xin

Executive Director

Hong Kong, 13 February 2012

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NOTICE OF THE EGM

Registered office: Head office and principal place of Ugland house business in Hong Kong: South Church Street Suite No. 1 on 7/F George Town Sino Plaza Grand Cayman KY1-1104 255–257 Gloucester Road Cayman Islands Causeway Bay Hong Kong

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote on his/her behalf. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or materially certified copy of such powers of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor investor Services limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned Meeting.

3. A form of proxy for use at the Meeting is enclosed. Whether or not you propose to attend the Meeting in person, you are strongly advised to complete and sign the form of proxy in accordance with the instructions printed on it and then deposit with the Company’s branch share registrar and transfer office in Hong Kong as indicated above. Returning the completed form of proxy will not preclude you from attending the Meeting and voting in person if you so wish.

4. If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.

5. A shareholder holding more than one share entitled to attend and vote at the EGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

As at the date of this notice, the Board comprises two executive directors, namely Mr. An Yu Xin and Ms. Sun Pei Ying; one non-executive director, Mr. Ko Ming Tung, Edward; and three independent non-executive directors, namely Mr. Chan Cheuk Ming, Mr. Cheung Wah Keung and Mr. Anthony Espina.

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