Keymed Biosciences Inc. — Proxy Solicitation & Information Statement 2007

Jul 26, 2007

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 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 Suga International Holdings Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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SUGA INTERNATIONAL HOLDINGS LIMITED 信佳國際集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 912)

PROPOSALS FOR RE-ELECTION OF DIRECTORS, REFRESHMENT OF THE LIMIT UNDER THE SHARE OPTION SCHEME, GRANT OF GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A copy of the notice of the annual general meeting of Suga International Holdings Limited to be held at Room 3203, 32/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on 28 August 2007 at 4:00 p.m. is set out on pages 14 to 17 of this circular. If you are not able to attend the annual general meeting, you are requested to complete the accompanying 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 such power of authority to the Company’s branch registrar and registration office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1806-7, 18th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later 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 you from voting at the annual general meeting or any adjournment thereof should you so wish.

27 July 2007

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Refreshment of the limit under the share option scheme . . . . . . . . . . . . . . . . . . . .	4
Grant of general mandates to issue securities and repurchase Shares . . . . . . . .	6
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Poll procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I DETAILS OF DIRECTORS TO BE RE-ELECTED . . . . . . . . . . . . . . . . .	9
APPENDIX II EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings (other than in the notice of the AGM):

“AGM”	the annual general meeting of the Company to be held
	at Room 3203, 32/F., Admiralty Centre I, 18 Harcourt
	Road, Hong Kong on 28 August 2007 at 4:00 p.m.
“associate”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“business day”	any day on which the Stock Exchange is open for the
	business of dealing in securities
“Bye-laws”	the bye-laws of the Company for the time being
“Company”	Suga International Holdings Limited, an exempted
	company incorporated in Bermuda with limited
	liability, the shares of which are listed on the Main
	Board of the Stock Exchange
“Directors”	the directors of the Company for the time being
“Group”	the Company and its subsidiaries from time to time
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People's Republic of China
“Latest Practicable Date”	20 July 2007, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Repurchase Code”	the Hong Kong Code on Share Repurchases
“Scheme Limit”	The 10% limit of the total number of Shares issuable
	upon exercise of options to be granted under the Share
	Option Scheme
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)

– 1 –

DEFINITIONS

ordinary share(s) of HK$0.10 each in the share capital of the Company holder(s) of Share(s)

“Share(s)”

“Shareholder(s)” holder(s) of Share(s) “Share Option Scheme” The share option scheme adopted by the Company on 17 September 2002 “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “HK$” and “cents” Hong Kong dollars and cents respectively “%” per cent.

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LETTER FROM THE BOARD

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SUGA INTERNATIONAL HOLDINGS LIMITED 信佳國際集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 912)

Executive Directors: Mr. Ng Chi Ho (Chairman) Mr. Ma Fung On (Deputy Chairman) Mr. Wong Wai Lik, Lamson

Independent non-executive Directors: Professor Wong Sook Leung, Joshua Mr. Murase Hiroshi Mr. Leung Yu Ming, Steven

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

Principal place of business in Hong Kong: Units 1904-7, 19th Floor Chevalier Commercial Centre 8 Wang Hoi Road Kowloon Bay Kowloon Hong Kong

27 July 2007

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS, REFRESHMENT OF THE LIMIT UNDER THE SHARE OPTION SCHEME, GRANT OF GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM relating to (i) the re-election of retiring Directors; (ii) the refreshment of the limit under the Share Option Scheme; (iii) the granting to the Directors of general mandates for the issue of securities and repurchase of Shares; and (iv) the extension of general mandates to issue additional securities.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

The Board currently consists of six Directors, namely Mr. Ng Chi Ho, Mr. Ma Fung On, Mr. Wong Wai Lik, Lamson, Professor Wong Sook Leung, Joshua, Mr. Murase Hiroshi and Mr. Leung Yu Ming, Steven.

Pursuant to Bye-law 111 of the Bye-laws, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less then one-third, shall retire from office by rotation such that each Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

In accordance with Bye-law 111 of the Bye-laws, Mr. Wong Wai Lik, Lamson and Mr. Leung Yu Ming, Steven shall retire by rotation at the AGM and being eligible, offer themselves for re-election.

Brief biographical details of the retiring Directors are set out in Appendix I to this circular.

REFRESHMENT OF THE LIMIT UNDER THE SHARE OPTION SCHEME

The Company adopted the Share Option Scheme on 17 September 2002. The purpose of the Share Option Scheme is to enable the Group to grant options to selected participants as incentives or rewards for their contributions to the Group. The Directors consider the Share Option Scheme, with its broadened basis of participation, will enable the Group to reward the employees, the Directors and other selected participants for their contributions to the Group and will also assist the Group in its recruitment and retention of high caliber professionals, executives and employees who are instrumental to the growth of the Group.

Under the Listing Rules, the maximum number of Shares which may be allotted and issued upon the exercise of all options which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders.

The current Scheme Limit was refreshed by the Company at the special general meeting held on 15 December, 2004 which enable the grant of further share options to subscribe for up to 22,794,000 Shares, representing 10% of the Shares in issue as at 15 December 2004.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had granted options to subscribe for 10,100,000 Shares under the current Scheme Limit, representing approximately 4.43% of the issued share capital of the Company as at the date of the refreshment of the current Scheme Limit (equivalent to approximately 44.3% of the current Scheme Limit), of which no option have lapsed in accordance with the terms the Share Option Scheme. 2,500,000 Shares have been issued pursuant to the exercise of options granted under the current Scheme Limit, options carrying rights to subscribe for 7,600,000 Shares granted under the current Scheme Limit remain outstanding and yet to be exercised. Since a substantial portion of the current Scheme Limit has been utilized, the Board proposes to refresh the Scheme Limit in order to enable the Company to grant further options to eligible participants so as to provide opportunities and incentives to them to work towards enhancing the values of the Company and Shares for the benefit of the Company and the Shareholders as a whole.

Pursuant to the Share Option Scheme, options (including those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme and any other share option schemes of the Group) previously granted under the Share Option Scheme and any other share option schemes of the Group will not be counted for the purpose of calculating the Scheme Limit as refreshed. The limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Group must not exceed 30% of the Shares in issue from time to time.

As at the Latest Practicable Date, options carrying rights to subscribe for a total of 20,480,000 Shares granted since the adoption of the Share Option Scheme remain outstanding and yet to be exercised, representing approximately 8.89% of the issued share capital of the Company. The Board undertakes that no options shall be granted under the Share Option Scheme or any other share option schemes of the Group if it will result in the 30% limit being exceeded.

On the basis of 230,440,000 Shares in issue as at the Latest Practicable Date and assuming there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of the AGM, the Scheme Limit may be refreshed to enable grant of further share options to subscribe up to 23,044,000 Shares, representing 10% of the Shares in issue as the Latest Practicable Date.

The refreshment of the Scheme Limit is conditional upon:

• (a) the Shareholders passing an ordinary resolution to approve the refreshment of the limit on grant of option under the Share Option Scheme at the AGM; and

• (b) the Stock Exchange granting the approval of the listing of, and permission to deal in, any new Shares representing 10% of the Shares in issue at the date of the AGM, which may be issued pursuant to the exercise of the share options to be granted under the refreshed Scheme Limit.

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LETTER FROM THE BOARD

Application will be made to the Stock Exchange for granting approval of the listing of, and permission to deal in, the new Shares which may be issued upon exercise of options to be granted under the refreshed Scheme Limit, being up to a maximum of 10% of the Shares in issue as at the date of the AGM.

Your attention is drawn to the Ordinary Resolution No. 5 to approve the refreshment of the limit on grant of options under the Share Option Scheme, details of which are set out in the Notice of AGM.

GRANT OF GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES

At the annual general meeting of the Company held on 25 August 2006, ordinary resolutions were passed granting general mandates to the Directors, inter alia, (a) to allot, issue or otherwise deal with securities of the Company not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at that date (“ Existing Issue Mandate ”); and (b) to repurchase Shares not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at that date (“ Existing Repurchase Mandate ”).

The Existing Issue Mandate and the Existing Repurchase Mandate will lapse upon the conclusion of the AGM. New general mandates to allot, issue or otherwise deal with securities of the Company up to 20% and to repurchase Shares up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the resolutions as set out in resolutions nos. 6 and 7 respectively will be proposed at the AGM. Resolution authorising the extension of the general mandate to the Directors to issue securities to include the aggregate nominal amount of such securities (if any) repurchased under the mandate is to be proposed as resolution no. 8 at the AGM.

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed view on whether to vote for or against resolution no. 7 to be proposed at the AGM in relation to the proposed general mandate to repurchase Shares is set out in the Appendix II to this circular.

AGM

Set out on pages 14 to 17 is a notice convening the AGM to be held at Room 3203, 32/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on 28 August 2007 at 4:00 p.m. at which resolutions will be proposed to the Shareholders in respect of, inter alia, the approval and adoption of the audited consolidated financial statements and reports of the Directors and independent auditor’s report of the Company for the year ended 31 March 2007, the re-election of the retiring Directors, refreshment of the limit under the Share Option Scheme, the granting of the general mandates to issue securities and repurchase Shares and the extension of general mandates to issue additional securities.

– 6 –

LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed. If you are not able to attend and/or vote at the AGM in person, you are requested to complete and return the form of proxy to the Company's branch registrar and registration office in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1806-7, 18th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

POLL PROCEDURE

Pursuant to the Bye-law 73 of the Bye-laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless required by the stock exchange in the Relevant Territory or a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (a) by the Chairman of the meeting; or

• (b) by at least three Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

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

• (d) by any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and holding Shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right; or

• (e) if required by the rules of the stock exchange in the Relevant Territory, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five percent (5%) or more of the total voting rights at such meeting.

RECOMMENDATION

The Directors consider that the re-election of the retiring Directors, the refreshment of the limit under the Share Option Scheme, the granting of general mandates to issue securities and repurchase Shares and the extension of general mandates to issue additional securities are in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of the resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

FURTHER INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.

Yours faithfully,

For and on behalf of the Board

Suga International Holdings Limited Ng Chi Ho Chairman

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APPENDIX I

DETAILS OF DIRECTORS TO BE RE-ELECTED

Set out belows are the biographical details of the retiring Directors who shall be eligible for re-election at the AGM:

Mr. Wong Wai Lik, Lamson , aged 43, is an executive Director and is in charge of the Group's plastic division and the overall manufacturing operations of the Group. He holds a higher diploma in production and industrial engineering from the Hong Kong Polytechnic University. Mr. Wong joined the Group in 1992 and has over 20 years of experience in production operations and supervision.

As at the Latest Practicable Date, Mr. Wong has the following interests in shares of the Company within the meaning of Part XV of the SFO:

(a) Interests in shares of the Company

Number of ordinary share of HK$0.1 each

	Personal	Corporate	Total
	interests	interests	interests
Long position	500,000	–	500,000

(b) Share options to subscribe

		Number of
	Date of share	share options		Exercise price
	options granted	outstanding	Exercise period	per share
				(HK$)
Long position	5 May 2003	1,300,000	5 May 2003 –	1.230
			4 May 2008
Long position	7 May 2004	1,000,000	7 May 2004 –	1.230
			6 May 2009
Long position	23 March 2007	2,000,000	23 March 2007 –	0.436
			22 March 2012
		4,300,000

Mr. Wong has entered into a service contract with the Company for a term of 3 years commencing from 1 September 2002 which will continue thereafter unless terminated by not less than three months’ notice in writing served by either party on the other. Pursuant to the service contract and for the year ended 31 March 2007, Mr. Wong was entitled to an annual salary of HK$984,000 (subject to yearly adjustment as determined by the Board from time to time with reference to the responsibilities and duties assumed by him) payable on monthly basis, pension scheme contributions of HK$49,200 and estimated money value of benefits received for share options of HK$184,600. Other than his directorship in the Company and various subsidiaries of the Group, Mr. Wong did not

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APPENDIX I

DETAILS OF DIRECTORS TO BE RE-ELECTED

hold any directorship in other listed public companies in the last three years or any position in other subsidiaries of the Group.

Mr. Wong does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, Mr. Wong does not have interests in shares of the Company within the meaning of Part XV of the SFO. There is no information relating to the re-election of Mr. Wong to be disclosed pursuant to the requirements of Rule 13.51(2)(h)-(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders pursuant to Rule 13.51(2)(w) of the Listing Rules.

Mr. Leung Yu Ming, Steven , aged 48, is an independent non-executive director of the Company since 2004 and is also a member of the audit committee, remuneration committee and nomination committee of the Company. Mr. Leung holds a master degree in Accounting from Charles Sturt University and a bachelor degree in social science from the Chinese University of Hong Kong. Mr. Leung is a certified practising accountant of CPA Australia and a fellow of The Association of Chartered Certified Accountants in the UK, the Hong Kong Institute of Certified Public Accountants and The Taxation Institute of Hong Kong respectively. Mr. Leung is also a practising certified public accountant in Hong Kong. Mr. Leung previously worked in Nomura International (Hong Kong) Limited as an Assistant Vice President in the International Finance and Corporate Finance Department. He commenced public practice in auditing and taxation since 1990. He is now the senior partner of W.S. Wong & Co., Certified Public Accountants. Mr. Leung has over 22 years of experience in accounting, taxation, financial management and corporate finance.

Mr. Leung’s appointment as an independent non-executive Director shall be for a term of one year commencing from 1 April 2007. Pursuant to the appointment letter, Mr. Leung is currently entitled to an annual director fee of HK$150,000, which is determined by reference to his responsibilities and duties with the Company. Save as disclosed, Mr. Leung did not hold any directorship in other listed public companies in the last three years or any position in other members of the Group.

Mr. Leung does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, Mr. Leung does not have interest in the shares of the Company within the meaning of Part XV of the SFO. There is no information relating to the re-election of Mr. Leung as Director to be disclosed pursuant to the requirements of Rule 13.51(2)(h)-(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders pursuant to Rule 13.51(2)(w) of the Listing Rules.

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APPENDIX II

EXPLANATORY STATEMENT

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolutions to be proposed at the AGM in relation to the proposed mandate to repurchase Shares (the " Proposed Repurchase Mandate ").

1. Share Capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 230,440,000 Shares. As at the same date, there were outstanding share options granted under the Share Option Scheme entitling the holders thereof to subscribe for 12,880,000 Shares in total at an exercise price of HK$1.230 per Share and 7,600,000 Shares in total at an exercise price of HK$0.436.

Subject to the passing of the resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares will be issued (whether generally or the exercise of outstanding options, if any) or repurchased before the AGM, the Company will be allowed to repurchase up to 23,044,000 Shares, representing 10% of the issued share capital of the Company as at the Latest Practicable Date, during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

2. Reason for repurchase

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or earnings per share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. Funding of repurchase

Repurchases must be funded out of funds legally available for the purpose in accordance with the memorandum of association and the Bye-laws and the applicable laws of Bermuda. It is presently proposed that any repurchase of Shares would be financed entirely from the Company's available cash flow or working capital facilities. Any repurchase will be made out of funds of the Company permitted to be utilised in this connection, including profits otherwise available for distribution.

The Directors expect 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 Company's audited consolidated financial statements for the year ended 31 March 2007 in the event that the Proposed Repurchase Mandate is exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the

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APPENDIX II

EXPLANATORY STATEMENT

Proposed Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company which in the opinion of the Directors is from time to time appropriate for the Company.

4. Share Price

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

		Shares
Month	Highest		Lowest
	HK$		HK$
2006
July	0.550		0.395
August	0.470		0.360
September	0.510		0.400
October	0.590		0.500
November	0.700		0.550
December	0.690		0.550
2007
January	0.600		0.300
February	0.430		0.375
March	0.460		0.380
April	0.630		0.450
May	0.600		0.520
June	0.950		0.540
July (up to the Latest Practicable Date)	1.380		0.700

5. General

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their associates currently intends to sell any Share to the Company or its subsidiaries in the event that the Company is authorised to make purchases of the Shares.

No connected person of the Company, as defined in the Listing Rules, has notified the Company that he has a present intention to sell any Share to the Company, or has undertaken not to do so in the event that the Company is authorised to make purchases of the Shares.

In the six months preceding the Latest Practicable Date, the Company had not repurchased any Share on the Stock Exchange or otherwise.

The Directors have undertaken to the Stock Exchange that they will exercise the Proposed Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

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APPENDIX II

EXPLANATORY STATEMENT

If as a result of a repurchase of Shares, 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 Rule 32 of the Takeovers Code and Rule 6 of the Repurchase Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Superior View Inc., Billion Linkage Limited and Mr. Ng Chi Ho who are persons acting in concert under the Takeovers Code (collectively “Controlling Shareholders”) held approximately 43.39%, 17.19% and 1.74% of the existing issue share capital of the Company respectively and which in aggregate held approximately 62.32% of the existing issued share capital of the Company. If the Proposed Repurchase Mandate is exercised in full, the percentage interests in the Company of Superior View Inc., Billion Linkage Limited and Mr. Ng Chi Ho would increase to approximately 48.21%, 19.10%, and 1.93% respectively and the percentage interests in the Company of the Controlling Shareholders would in aggregate increase to approximately 69.24%. To the best knowledge and belief of the Directors, such increase in shareholding would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Proposed Repurchase Mandate to such extent as would result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

Save as aforesaid, the Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchase pursuant to the Proposed Repurchase Mandate.

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NOTICE OF ANNUAL GENERAL MEETING

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SUGA INTERNATIONAL HOLDINGS LIMITED 信佳國際集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 912)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Suga International Holdings Limited (the “ Company ”) will be held at Room 3203, 32/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on 28 August 2007 at 4:00 p.m. for the following purposes:

1. To receive and adopt the Audited Consolidated Financial Statements, the Report of the Directors and the Independent Auditor’s Report for the year ended 31 March 2007;

2. To declare a final dividend for the year ended 31 March 2007;

3. To re-elect the retiring Directors and authorise the board of Directors (the “ Directors ”) to fix the Directors’ remuneration;

4. To re-appoint independent auditor and to authorise the board of Directors to fix his remuneration; and

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

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the shares of HK$0.10 each in the capital of the Company to be issued pursuant to the exercise of options which may be granted under the Refreshed Limit (as defined below), the refreshment of the scheme limit of the share option scheme of the Company adopted on 17 September 2002 (the “Share Option Scheme”), up to 10 per cent of the number of Shares in issue as at the date of passing of this resolution may be issued upon the exercise of such options (the “Refreshed Limit”) be and is hereby approved and that the Directors be and are hereby authorized, at their absolute discretion, to grant options to subscribe for Shares thereunder and to allot and issue Shares pursuant to the exercise of subscription rights under any options and to do all

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NOTICE OF ANNUAL GENERAL MEETING

such acts and execute all such documents, as they consider necessary or desirable to implement the Share Option Scheme, to effect the Refreshed Limit and to vote on any matter connected therewith.”

1. “ THAT :

2. (a) subject to paragraph (c) below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Right Issue (as defined below); (ii) an issue of shares as scrip dividends pursuant to the Bye-laws of the Company from time to time; or (iii) an issue of shares under any option scheme or similar arrangement 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, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution and the said approval shall be limited accordingly; and

5. (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 expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; or

   • (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

“ Right Issue ” means an offer of shares open for a period fixed by the Directors to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such share as at that date (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 laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of the shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution and the said approval shall be limited accordingly; and

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 expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law to be held; or

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT conditional upon the passing of Resolutions nos. 6 and 7 as set out in this notice of the annual general meeting of the Company dated 27 July 2007, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with the Shares pursuant to Resolution no. 6 above be and is hereby extended by the addition, to the aggregate nominal amount of the shares capital of the Company which may be allotted by the Directors pursuant to such general mandate, of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution no. 7 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this Resolution.”

By Order of the Board Suga International Holdings Limited Ng Chi Ho Chairman

Hong Kong, 27 July 2007

Notes:

• (1) A shareholders of the Company entitled to attend and vote at this meeting is entitled to appoint one or more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

• (2) 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 of attorney or authority must be deposited with the Company’s branch registrar and registration office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1806-7, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding this Meeting or any adjournment thereof.

• (3) The register of members of the Company will be closed from 22 August 2007 to 28 August 2007 (both days inclusive) during which period no transfer of shares in the Company will be effected. In order to qualify for the proposed final dividend and to determine the identity of the shareholders who are entitled to attend and vote at the meeting, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company's branch registrar and registration office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 21 August 2007.

• (4) With regard to items 3 and 5 to 8 set out in this notice, a circular giving details of the proposed reelection of directors, the proposed refreshment of the limit under the Share Option Scheme and the proposed general mandates to issue securities and repurchase shares and incorporating this notice will be despatched today to the shareholders of the Company.

• (5) This notice will also be available for viewing on the website of each of The Hong Kong Exchange and Clearing Limited at www.hkex.com.hk and the Company at www.suga.com.hk from 27 July 2007.

• (6) As at the date this notice, the board of Directors of the Company comprises Mr. NG Chi Ho, Mr. MA Fung On and Mr. WONG Wai Lik, Lamson as executive Directors, Prof. WONG Sook Leung, Joshua, Mr. MURASE Hiroshi and Mr. LEUNG Yu Ming, Steven as independent non-executive Directors.

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