Keymed Biosciences Inc. — Proxy Solicitation & Information Statement 2010

Jul 23, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 accompanying form of proxy to the purchaser or transferee to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Cleaning 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.

==> picture [120 x 48] intentionally omitted <==

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 SCHEME LIMIT UNDER THE SHARE OPTION SCHEME, ISSUE OF THE BONUS SHARES, GRANT OF GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice of the annual general meeting of Suga International Holdings Limited to be held at Unit A, 29/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on 25 August 2010 at 3:30 p.m. is set out on pages 15 to 18 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 to the Company’s branch registrar and registration office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible 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.

26 July 2010

* for identification purpose only

CONTENTS

	Page
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Refreshment of the Scheme Limit under the Share Option Scheme . . . . . . . . . . . . . .	5
Issue of the Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Grant of general mandates to issue securities and repurchase Shares . . . . . . . . . . . .	8
The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I – Details of the Directors to be re-elected . . . . . . . . . . . . . . . . . .	10
APPENDIX II – Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

2010

EXPECTED TIMETABLE

Last date of dealing in Shares cum-entitlements
to the final dividend and the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 August
First date of dealing in Shares ex entitlements to
the final dividend and the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 19 August
Latest time for lodging transfers for entitlements
to the final dividend and the Bonus Issue . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 20 August
Proxy forms for the AGM to be returned by . . . . . . . . . . . . . . . 3:30 p.m. on Monday, 23 August
Book close period (both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 23 August –
Wednesday, 25 August
Record Date for determination of entitlement
to the final dividend and the Bonus Issue and right
to attend and vote at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 25 August
The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:30 p.m. on Wednesday, 25 August
Register of shareholders of the Company re-opens . . . . . . . . . . . . . . . . . . . Thursday, 26 August
Despatch of final dividend and certificates
for the Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on or about Friday, 10 September
First date of dealing in the Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . on or about Tuesday,
14 September

– 1 –

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 Unit A, 29/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on 25 August 2010 at 3:30 p.m.

“associate”

has the meaning ascribed to it under the Listing Rules

“Board”

the board of Directors

“Bonus Issue”

the proposed issue of Bonus Shares to the Shareholders whose names appear on the register of shareholders of the Company on the Record Date on the basis of one Bonus Share for every ten existing Shares held on the Record Date

• “Bonus Share”

the new Shares proposed to be issued under the Bonus Issue

“business day”

any day on which the Stock Exchange is open for the business of dealing in securities

“BVI”

British Virgin Islands

“Bye-laws”

the bye-laws of the Company for the time being

“CCASS”

the Central Clearing and Settlement System established and operated by HKSCC

“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

“Companies Act”

the Companies Act 1981 of Bermuda

“Directors”

the directors of the Company

• “Excluded Shareholders”

those Overseas Shareholders whom the Board, after making enquiries pursuant to Rule 13.36(2)(a) of the Listing Rules, considers it necessary or expedient on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant body or stock exchange in that place not to extend the Bonus Issue to them

“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 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 2 –

DEFINITIONS

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Options” options granted under the Share Option Scheme

• “Overseas Shareholders” Shareholders whose addresses as shown on the register of shareholders of the Company on the Record Date are outside Hong Kong

• “Qualifying Shareholders” Shareholders whose names are shown on the register of shareholders of the Company on the Record Date, who are entitled to participate in the Bonus Issue

• “Record Date” Wednesday, 25 August 2010, being the date for determination of entitlement to the final dividend and the Bonus Issue, and right to attend and vote at the AGM

• “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)

• “Share(s)”

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

• “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.

– 3 –

LETTER FROM THE BOARD

==> picture [120 x 47] intentionally omitted <==

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: Dr. Ng Chi Ho (Chairman) Mr. Ma Fung On (Deputy Chairman)

Non-executive Director: Mr. Lee Kam Hung

Independent non-executive Directors: Professor Wong Sook Leung, Joshua Mr. Leung Yu Ming, Steven Mr. Chan Kit Wang

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

Principal place of business in Hong Kong: 22nd Floor Tower B Billion Centre 1 Wang Kwong Road Kowloon Bay Kowloon Hong Kong 26 July 2010

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS, REFRESHMENT OF THE SCHEME LIMIT UNDER THE SHARE OPTION SCHEME, ISSUE OF THE BONUS SHARES, 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 Scheme Limit under the Share Option Scheme; (iii) the issue of the Bonus Shares; (iv) the granting to the Directors of general mandates for the issue of securities and repurchase of Shares; and (v) the extension of the general mandate to issue securities.

RE-ELECTION OF THE DIRECTORS

The Board currently consists of six Directors, namely Dr. Ng Chi Ho, Mr. Ma Fung On, Mr. Lee Kam Hung, Professor Wong Sook Leung, Joshua, Mr. Leung Yu Ming, Steven and Mr. Chan Kit Wang.

* for identification purpose only

– 4 –

LETTER FROM THE BOARD

Pursuant to Bye-law 115 of the Bye-Laws, Mr. Lee Kam Hung will hold office until the AGM. Pursuant to Bye-law 111 of the Bye-Laws, Dr. Ng Chi Ho and Prof. Wong Sook Leung, Joshua will retire by rotation at the AGM. The retiring Directors, being eligible, offer themselves for re-election.

Brief biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.

REFRESHMENT OF THE SCHEME 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 annual general meeting held on 28 August 2007, which enable the grant of further share options to subscribe for up to 23,044,000 Shares, representing 10% of the Shares in issue as at 28 August 2007.

As at the Latest Practicable Date, the Company had granted options to subscribe for 10,550,000 Shares under the current Scheme Limit, representing approximately 4.58% of the issued shares of the Company as at the date of the refreshment of the current Scheme Limit (equivalent to approximately 45.78% of the current Scheme Limit), of which no option have lapsed in accordance with the terms the Share Option Scheme. 6,900,000 Shares have been issued pursuant to the exercise of options granted under the current Scheme Limit, options carrying rights to subscribe for 3,650,000 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 3,650,000 Shares granted since the adoption of the Share Option Scheme remained outstanding and yet to be exercised, representing approximately 1.49% of the issued share capital of the Company. The Board will not grant any options 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 244,940,000 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 24,494,000 Shares, representing 10% of the Shares in issue as the Latest Practicable Date.

– 5 –

LETTER FROM THE BOARD

The refreshment of the Scheme Limit is conditional upon:

• (a) the Shareholders passing an ordinary resolution to approve the refreshment of the Scheme Limit 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.

Application has been 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 (which will not include the Bonus Shares which are not in issue as at the date of the AGM).

An ordinary resolution will be proposed at the AGM to approve the refreshment of the Scheme Limit, details of which are set out resolution no. 5 in the notice of AGM.

ISSUE OF THE BONUS SHARES

Basic of the Bonus Issue

In addition to the proposed final dividend of HK 6.5 cents per Share for the financial year ended 31 March 2010 as announced by the Company on 8 July 2010, the Directors resolved on 8 July 2010 to recommend the Bonus Issue on the basis of one Bonus Share for every ten existing Shares held by the Qualifying Shareholders whose names appear on the register of shareholders of the Company on the Record Date.

On the basis of 244,940,000 Shares in issue as at the Latest Practicable Date, and assuming no further Shares are issued or repurchased before the Record Date, 24,494,000 Bonus Shares will be issued pursuant to the Bonus Issue. Immediately after completion of the Bonus Issue, there will be a total of 269,434,000 Shares in the enlarged issued share capital of the Company.

On the basis of 24,494,000 Bonus Shares to be issued under the Bonus Issue, the Bonus Shares will be credited as fully paid by way of capitalization of an application of an amount of HK$2,449,400 in the share premium account of the Company. The Bonus Share will rank pari passu in all respects with the existing Shares from their date of issue except that they are not entitled to the proposed final dividend for the financial year ended 31 March 2010 and will not rank for the Bonus Issue.

Fractional entitlements to Bonus Share will not be allotted to the Shareholders and will be aggregated and sold for the benefit of the Company.

Conditions of the Bonus Issue

The Bonus Issue is conditional upon:

• (a) the approval of the Bonus Issue by the Shareholders at the AGM; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Bonus Shares.

Reasons for the Bonus Issue

The Directors believe that the Bonus Issue is a return to the support of the Shareholders as well as allowing the Shareholders to participate in the growth of the Company by way of capitalization of a portion of the share premium account.

– 6 –

LETTER FROM THE BOARD

Adjustments to Options

Implementation of the Bonus Issue may lead to adjustments to the exercise price and/or number of Shares to be issued upon exercise of the Options. The Company will notify the respective holders of the Options regarding the adjustments to be made, if any, pursuant to the respective terms and conditions of the Options and notify the Shareholders by way of announcement. The Company will instruct its auditors or an independent financial adviser to certify in writing the adjustment, if any, that ought in their opinion fairly and reasonably to be made in accordance with the rules of the Share Option Scheme.

Closure of register of shareholders

The register of shareholders of the Company will be closed from Monday, 23 August 2010 to Wednesday, 25 August 2010 (both days inclusive) in order to determine entitlements of the Shareholders to the proposed final dividend for the financial year ended 31 March 2010 and the Bonus Issue, and the right to attend and vote at the AGM (or any adjournment thereof). In order to be entitled to attend and vote at the AGM (or any adjournment thereof), and to qualify for the proposed final dividend for the financial year ended 31 March 2010 and the Bonus Issue, all transfers forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong 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 not later than 4:30 p.m. on Friday, 20 August 2010 for registration.

Trading arrangements

Application has been made to the Listing Committee of the Stock Exchange for the listing of and permission to deal in the Bonus Shares. Subject to the granting of the listing of and permission to deal on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Bonus Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date on which dealings in the Bonus Shares commence on the Stock Exchange or such other date as shall be determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Settlement of transactions between members of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter.

The Bonus Shares will be traded in board lots of 2,000 Shares each. It is expected that certificates for the Bonus Shares will be posted to the Qualifying Shareholders on or about Friday, 10 September 2010 at their own risk and the first date of dealing in the Bonus Share is expected to be on or about Tuesday, 14 September 2010.

The Shares are not listed or dealt in on any stock exchange other than the Stock Exchange. The Directors do not intend to apply for the listing of or permission to deal in the Bonus Shares on any stock exchange other than the Stock Exchange.

Stamp duty in Hong Kong will be payable in respect of dealings in the Bonus Shares.

Overseas Shareholders

The Bonus Shares will be issued to the Qualifying Shareholders. As at the Latest Practicable Date, there were three Shareholders whose address as shown on the register of shareholders of the Company was in the BVI (the “ BVI Shareholders ”). Pursuant to Rule 13.36(2) of the Listing Rules, the Board has made enquiries with its legal advisers as to BVI laws as to whether the Company is permitted to offer the Bonus Issue to such Shareholders in BVI and, if affirmative, whether there are any BVI laws, regulations or requirements for the delivery of the listing documents regarding the Bonus Issue to such Shareholders in BVI and if so, the special procedures to be observed in this regard, if any.

– 7 –

LETTER FROM THE BOARD

The Company has been advised by its legal advisers as to BVI laws that (a) the making of the Bonus Issue available to the BVI Shareholders and the issue of shares pursuant to the Bonus Issue to the BVI Shareholders will not violate any applicable law, regulation, order or decree in the BVI; and (b) no order, consent, approval, licence, authorisation or validation of or exemption by or filing with any government or public body or authority of the BVI or any sub-division thereof is required to authorise or is required in connection with the making of the Bonus Issue available to the BVI Shareholders and the issue of shares pursuant to the Bonus Issue to the BVI Shareholders.

Based on the above advice, the Directors have decided to extend the Bonus Issue to the BVI Shareholders as shown on the register of members of the Company as at the Latest Practicable Date and this circular (together with the notice of AGM and the relevant proxy form) will be sent to the BVI Shareholders.

If on the Record Date, there are Overseas Shareholders as shown in the register of shareholders of the Company, enquiry will be made by the Board pursuant Rule 13.36(2)(a) of the Listing Rules. Upon such enquiry, if the Board is of the view that it would be necessary or expedient, an account either of the legal restrictions under the laws of the relevant place or any applicable requirements of the relevant regulatory body or stock exchange in that place not to offer the Bonus Shares to such Overseas Shareholder, the Bonus Shares will not be granted to the Excluded Shareholders.

In such circumstances, arrangements will be made for the Bonus Shares which would otherwise have been issued to the Excluded Shareholders to be sold in the market as soon as practicable after dealings commence, if a premium, net of expenses, can be obtained. Any net proceeds of such sale for each Excluded Shareholder, after deduction of expenses, of HK$100 or more will be distributed in Hong Kong dollars to the relevant Excluded Shareholders, by ordinary post at their own risk, unless the amount falling to be distributed to any such person is less than HK$100 in which case it will be retained for the benefit of the Company.

GRANT OF GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES

At the annual general meeting of the Company held on 26 August 2009, 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 (the “ 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 of passing of such resolutions (the “ Existing Repurchase Mandate ”).

The Existing Issue Mandate and the Existing Repurchase Mandate will lapse upon the conclusion of the AGM. Resolutions will be proposed at the AGM to grant new general mandates to the Directors to (i) allot, issue or otherwise deal with securities of the Company up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution (which will not include the Bonus Shares which are not in issue as at the date of passing of the relevant resolution); and (ii) repurchase Shares of up to 10% of the aggregate nominal amount of the share capital of the Company in issue as at that date of passing of the relevant resolution (which will not include the Bonus Shares which are not in issue as at the date of passing of the relevant resolution).

As at the Latest Practicable Date, there were 244,940,000 Shares in issue. Subject to the resolutions granting the new general mandates to the Directors to allot, issue or otherwise deal with securities of the Company and to repurchase Shares being passed at the AGM and no Shares will be issued or repurchased prior to the AGM, the Company will be allowed to issue a maximum of 48,988,000 Shares and to repurchase a maximum of 24,494,000 Shares. Resolution authorizing the extension of the general mandate to the Directors to issue securities to include the aggregate nominal amount of such Shares (if any) repurchased under the mandate is to be proposed as resolution no. 9 as set out in the notice of AGM at the AGM.

– 8 –

LETTER FROM THE BOARD

The new general mandates to the Directors to allot, issue or otherwise deal with securities of the Company and to repurchase Shares will, if granted, remain in effect until 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 upon which such authority is revoked or varied by a resolution of the Shareholders in general.

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 resolutions no. 8 as set out in the notice of AGM to be proposed at the AGM in relation to the proposed general mandate to repurchase Shares are set out in Appendix II to this circular.

THE AGM

Set out on pages 15 to 18 is a notice convening the AGM to be held at Unit A, 29/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on 25 August 2010 at 3:30 p.m. at which resolutions will be proposed to the Shareholders in respect of, inter alia, the approval and adoption of the audited financial statements, the report of the Directors and independent auditor’s report of the Company for the year ended 31 March 2010, the re-election of the retiring Directors, the refreshment of the Scheme Limit, the issue of the Bonus Shares, the granting of the general mandates to issue securities and repurchase Shares and the extension of the general mandate to issue securities.

ACTIONS TO BE TAKEN

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the designated website of the Stock Exchange at www.hkexnews.hk and the website of the Company. Whether or not you intend to be present at the AGM, 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 17M 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.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39 (4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39 (5) of the Listing Rules.

RECOMMENDATION

The Directors consider that the proposed re-election of the retiring Directors, the refreshment of the Scheme Limit, the Bonus Issue, the granting of general mandates to issue securities and repurchase Shares and the extension of the general mandate to issue securities are in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend the Shareholders to vote in favor of the resolutions to be proposed at the AGM.

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

– 9 –

APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

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

Dr. NG Chi Ho , aged 60, is the founder, chairman and managing director of the Group. He is responsible for the formulation of corporate strategy, strategic planning and development, and overall management of the Group. Dr. Ng has over 33 years of management experience in the electronics industry and had been a lecturer in electronic engineering at the Hong Kong Polytechnic University for 4 years. Dr. Ng holds a bachelor degree in science from the Chinese University of Hong Kong, a master of philosophy degree in computer engineering from the University of Hong Kong, and a honorary doctor of engineering degree from Lincoln University, USA. Dr. Ng is a chartered engineer, a fellow member of the Institution of Engineering and Technology, UK, a fellow member of the Hong Kong Institute of Directors and honorary fellow of the Canadian Chartered Institute of Business Administration. In addition, Dr. Ng is a general committee member of the Federation of Hong Kong Industries, chairman of Hong Kong Electronics Industries Council, vice chairman of Hong Kong Electronic Industries Association, and vice president of Hong Kong Semiconductor Industry Council. He is also a member of the advisory committee of Electronic and Electrical Industries of the Hong Kong Trade Development Council, as well as member of the advisory committee of the Electronic and Information Engineering Department of Hong Kong Polytechnic University. Save as disclosed above, as at the Latest Practicable Date, Dr. Ng did not have other major appointments and professional qualifications.

As at the Latest Practicable Date, Dr. Ng had the following interests in shares of the Company and associated corporations of the Company within the meaning of Part XV of the SFO:

(a) Interests in shares of the Company

Name of shareholder	Number of Shares	Capacity
Ng Chi Ho	6,300,000 Shares	Beneficial owner
Billion Linkage Limited	39,608,000 Shares	Interests of controlled
	(Note 1)	corporation
Superior View Inc.	100,000,000 Shares	Founder of a
	(Note 2)	discretionary trust

Notes:

1. 39,608,000 shares are held by Billion Linkage Limited, the entire issued shares of which is held by Dr. Ng and his spouse in equal share.

2. 100,000,000 shares are held by Superior View Inc., the entire issued shares of which is ultimately held by Fidelitycorp Limited as the trustee of the C.H. Family Trust, the beneficiaries of which are the family members of Dr. Ng Chi Ho. Dr Ng,is the settlor of the trust.

(b) Interests in shares of the Company’s associated corporation

Non-voting deferred shares of HK$1 each in Suga Electronics Limited, a wholly owned subsidiary of the Company:

Name of shareholder	Number of Shares	Capacity
Essential Mix Enterprises	3,200,000 Non-voting	Interests of controlled
Limited	deferred shares of	corporation
	HK$1 (Note 1)
Broadway Business	800,000 Non-voting	Interests of controlled
Limited	deferred shares of	corporation
	HK$1 (Note 1)

– 10 –

APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Notes:

1. The 4,000,000 non-voting deferred shares in Suga Electronics Limited are held as to 80% by Essential Mix Enterprises Limited and 20% by Broadway Business Limited. Dr. Ng Chi Ho totally holds 92% interests in each of Essential Mix Enterprises Limited and Broadway Business Limited.

2. These non-voting deferred shares have no voting rights, are not entitled to dividends, and are not entitled to any distributions upon winding up unless a sum of HK$10,000,000,000 per ordinary share has been distributed to the holders of ordinary shares.

Dr. Ng 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. His appointment is subject to retirement by rotation and re-election at the AGM in accordance with the provision of the Bye-Laws. Pursuant to the service contract, Dr. Ng is currently entitled to an annual remuneration including annual salary in sum of HK$2,900,000, mandatory contribution to MPF, discretionary bonus and share options subject to yearly adjustment as determined by the Board from time to time with reference to the responsibilities and duties assumed by him. For the year ended 31 March 2010, he has received a total remuneration of HK$3,515,220. Dr. Ng did not hold any directorship in other listed companies in the last three years.

Dr. Ng is the brother-in-law of Mr. Lee Yiu Cheung, Alex, the Chief Financial Officer of the Group.

Save as disclosed above, as at the Latest Practicable Date, Dr. Ng did not have any relationships with any directors, senior management, substantial or controlling shareholders of the Company and did not have interests in shares of the Company within the meaning of Part XV of the SFO. Mr. Ng is not aware of any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h)-(v) of the Listing Rules or any other matters that need to be brought to the attention of the shareholders of the Company pursuant to Rule 13.51(2)(w) of the Listing Rules.

Professor WONG Sook Leung, Joshua , aged 71, is an independent non-executive director of the Group. He is also the chairman of the audit committee, remuneration committee and nomination committee of the Group. Prof. Wong is presently the Professor Emeritus of the Hong Kong Polytechnic University. He has over 34 years of working experience with tertiary educational institutions including 28 years with the Hong Kong Polytechnic University of which 6 years as the vice president, 2 years as the senior consultant, 10 years as chair professor in electronic and information engineering department and 16 years as the head of electronic engineering department. Prior to joining the Hong Kong Polytechnic University, he was an associate professor of California State University at Los Angeles, US from 1968 to 1974. In addition, he was the president of the Hong Kong Association for the Advancement of Science and Technology in 1988/89. Professor Wong is currently president of the Hong Kong Semiconductor Industries Council. Prof. Wong obtained his bachelor of engineering degree from the University of Hong Kong and his doctor of philosophy degree from Leeds University, UK. He is also a chartered engineer, a fellow member of the Institution of Engineering and Technology, UK and a fellow member of the Hong Kong Institution of Engineers. Save as disclosed above, as at the Latest Practicable Date, Professor Wong did not have other major appointments and professional qualifications.

Professor Wong has been appointed for a term of one year commencing from 1 April 2010 and is subject to the retirement by rotation, re-election at the AGM in accordance with the provision in the Bye-Laws of the Company. Pursuant to the appointment letter, Professor Wong is currently entitled to an annual director fee of HK$240,000, which is determined by reference to his responsibilities and duties with the Company. Professor Wong did not hold any directorship in other listed public companies in the last three years or any position in other members of the Group as at the Latest Practicable Date.

– 11 –

APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

As at the Latest Practicable Date, Professor Wong had been granted share option to subscribe for 400,000 shares of the Company within the meaning of Part XV of the SFO and he did not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company as at the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date, Professor Wong did not have interests in shares of the Company within the meaning of Part XV of the SFO. Professor Wong is not aware of any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h)-(v) of the Listing Rules or any other matters that need to be brought to the attention of the shareholders of the Company pursuant to Rule 13.51(2)(w) of the Listing Rules.

Mr. LEE Kam Hung , aged 52, was appointed as a non-executive director of the Company on 1 September 2009. Mr. Lee holds a master degree in engineering business management from the University of Warwick in the UK. Mr. LEE is now the founder, chairman and technical director of Hong Kong Automotive X’tals Limited and its group companies. In addition, Mr. LEE is the vice president of Hong Kong Young Industrialists Council, director of Hong Kong Auto Parts Industry Association and executive committee member of Hong Kong Electronics Industry Council. He is also an advisory committee member on Department of Applied Physics and honorary life director of PolyU Development Foundation of the Hong Kong Polytechnic University. Save as disclosed above, as at the Latest Practicable Date, Mr. Lee did not have other major appointments and professional qualifications.

Mr. Lee’s has been appointed as an non-executive director for a term of one year commencing from 1 September 2009 and his appointment is subject to retirement by rotation and re-election at the AGM, being the first general meeting of the Company after his appointment and subsequently retirement by rotation and re-election at the AGM (if his appointment is renewal from time to time) in accordance with the provisions of the Bye-Laws. Pursuant to the appointment letter, Mr. Lee is currently entitled to an annual director fee of HK$180,000, which is determined by reference to his responsibilities and duties with the Company. Save as disclosed, Mr. Lee did not hold any directorship in other listed public companies in the last three years or any position in other members of the Group as at the Latest Practicable Date.

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

Name of shareholder	Number of Shares	Capacity
Lee Kam Hung	1,772,000 Shares	Beneficial Owner
Quick Fit Enterprises Ltd	1,758,000 Shares	Interests of controlled
	(Note 1)	corporation

Notes:

1. 1,758,000 Shares are held by Quick Fit Enterprises Ltd, the entire issued shares of which are held by Mr. Lee.

As at the Latest Practicable Date, Mr. Lee did not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Lee did not have interests in shares of the Company within the meaning of Part XV of the SFO. Mr. Lee is not aware of any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h)-(v) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders pursuant to Rule 13.51(2)(w) of the Listing Rules.

– 12 –

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 244,940,000 Shares. As at the same date, there were outstanding share options granted under the Company’s existing share option scheme entitling the holders thereof to subscribe for 1,400,000 Shares in total at an exercise price of HK0.75, 1,300,000 Shares in total at an exercise price of HK1.464 and 950,000 Shares in total at an exercise price of HK1.26

Subject to the passing of the resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares will be issued or repurchased before the AGM, the Company will be allowed to repurchase up to 24,494,000 Shares, representing 10% of the issued share capital of the Company as at the Latest Practicable Date, during the period ending on the earliest 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 applicable 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 utilized 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 accounts for the year ended 31 March 2010 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 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.

– 13 –

APPENDIX II

EXPLANATORY STATEMENT

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:

Month	Shares
	Highest	Lowest
	HK$	HK$
2009
July	0.800	0.570
August	0.780	0.620
September	0.720	0.610
October	0.730	0.620
November	0.980	0.690
December	1.370	0.930
2010
January	1.340	1.090
February	1.200	1.100
March	1.290	1.100
April	1.510	1.220
May	1.400	1.060
June	1.420	1.180
July (up to the Latest Practicable Date)	1.840	1.340

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 in the event that the Company is authorized 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 authorized 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 applicable laws and regulations of Bermuda.

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. (which held the Shares for C.H.Family Trust which was set up by Dr Ng Chi Ho), Billion Linkage Limited (which is a company wholly and benefically owned by Dr Ng Chi Ho) and Dr. Ng Chi Ho (collectively “ Controlling Shareholders ”) held approximately 40.83%, 16.17% and 2.57% of the existing issue share capital of the Company respectively and which in aggregate held approximately 59.57% of the issued share capital of the Company at the Latest Practicable Date. If the Proposed Repurchase Mandate is exercised in full, the percentage interests in the Company of Superior View Inc., Billion Linkage Limited and Dr. Ng Chi Ho would increase to approximately 45.36%, 17.97%, and 2.86% respectively and the percentage interests in the Company of the Controlling Shareholders would in aggregate increase to approximately 66.19%. 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.

– 14 –

NOTICE OF THE AGM

Hong Kong Exchanges and Cleaning Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

==> picture [120 x 47] intentionally omitted <==

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 Unit A, 29/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on 25 August 2010 at 3:30 p.m. for the following purposes:

1. To receive and adopt the audited financial statements, the report of the directors (the “ Directors ”) and the independent auditor’s report for the year ended 31 March 2010;

2. To declare a final dividend of HK6.5 cents per share for the year ended 31 March 2010;

3. (a) Each as a separate resolution, to re-elect the following retiring Directors;

   • (i) Dr. NG Chi Ho

   • (ii) Professor WONG Sook Leung, Joshua

   • (iii) Mr. LEE Kam Hung

4. (b) to authorize the board of Directors to fix the Directors’ remuneration;

5. To re-appoint PricewaterhouseCooper as the auditors of the Company and to authorize the board of Directors to fix their remuneration; and

As special business, to consider, and if thought fit, to pass the following resolutions, 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 (the “ Stock Exchange ”) granting the listing of and permission to deal in the shares (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 share option scheme of the Company adopted on 17 September 2002 (the “ Share Option Scheme ”), representing 10 per cent. of the issued share capital of the Company as at the date on which this resolution is passed, pursuant to paragraph 8.2 of the rules of the Share Option Scheme:

2. (a) approval be and is hereby granted for the refreshment of 10% limit under the Share Option Scheme (the “ Refreshed Limit ”) provided that the total number of Shares which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as refreshed hereby shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance

* for identification purpose only

– 15 –

NOTICE OF THE AGM

with the terms of the Share Option Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the Refreshed Limit); and

• (b) the Directors be and are hereby authorized, at their absolute discretion, to grant options to subscribe for Shares under the Refreshed Limit in accordance with the rules of the Share Option Scheme and to allot, issue and deal with Shares pursuant to the exercise of the options under the Share Option Scheme within the Refreshed Limit and to do all 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.”

• “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the Bonus Shares (as defined in paragraph (a) of this resolution below) to be issued pursuant to this resolution:

• (a) upon the recommendation of the directors (the “ Directors ”) of the Company, an amount standing to the credit of the share premium account of the Company be capitalized and accordingly the Directors be and are hereby authorized and directed to apply such amount in paying up in full at par new ordinary shares (the “ Bonus Shares ”) of HK$0.10 par value each in the capital of the Company and that such Shares shall be allotted and distributed, credited as fully paid at par (subject as referred to in paragraph (b) below), to and among shareholders of the Company whose names appear on the register of shareholders of the Company at the close of business on Wednesday, 25 August 2010 (the “ Record Date ”), other than those shareholders who addresses as shown on the register of shareholders of the Company at the close of business on the Record Date are in places outside Hong Kong and in respect of whom the Directors consider the exclusion from the Bonus Issue (as defined below) to be necessary or expedient in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, on the basis of one Bonus Share for every ten existing shares of HK$0.10 each in the capital of the Company then held on the Record Date (the “ Bonus Issue ”);

• (b) no fractional Bonus Share shall be allotted to Shareholders of the Company and fractional entitlements (if any) will be aggregated and sold for the benefit of the Company;

• (c) the Bonus Share to be issued pursuant to paragraph (a) above shall rank pari passu in all respects with the existing issued and unissued shares of HK$0.10 each in the capital of the Company as at the date of issue of such Bonus Shares except that they will not be entitled to the proposed final dividend of the Company for the financial year ended 31 March 2010 nor rank for the Bonus Issue; and

• (d) the Directors be and are hereby authorized to do all acts and things as may be necessary and expedient in connection with the issue of the Bonus Shares referred to in paragraph (a) of this resolution, including but not limited to determining the amount to be capitalized out of the share premium account and the number of the Bonus Shares to be allotted and distributed in the manner referred to in paragraph (a) of this resolution.”

• “ THAT :

• (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 of the Company (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;

– 16 –

NOTICE OF THE AGM

• (b) the approval in paragraph (a) above shall authorize 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;

• (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 employees of the Company and/or any of its subsidiaries of shares or rights 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

• (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.

“ 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 recognized 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 of the Company (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 of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong 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 to 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 authorized 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

– 17 –

NOTICE OF THE AGM

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.”

• “ THAT conditional upon the passing of Resolutions nos. 7 and 8 as set out in the notice of the annual general meeting of the Company dated 26 July 2010 (the “ Notice ”), the general mandate granted to the directors of the Company (the “ Directors ”) to exercise the powers of the Company to allot, issue or otherwise deal with the Shares pursuant to Resolution no. 7 as set out in the Notice 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. 8 as set out in the Notice, 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, 26 July 2010

Notes:

• (1) A shareholder 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 share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M 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 shareholders of the Company will be closed from 23 August 2010 to 25 August 2010 (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 for the year ended 31 March 2010 and the issue of the Bonus Shares and to determine the identity of the shareholders who are entitled to attend and vote at the meeting, all transfers forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar 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 20 August 2010.

• (4) Pursuant to Rule 13.39 (4) of the Listing Rules, all votes at the general meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39 (5) of the Listing Rules.

• (5) With regard to items 3 and 5 to 9 set out in this notice, a circular giving details of the proposed re-election of directors, the refreshment of the Scheme Limit under the Share Option Scheme, the issue of the Bonus Shares and the proposed general mandates to issue securities and repurchase shares incorporating this notice will be despatched to the shareholders of the Company on 26 July 2010.

• (6) This notice will also be available for viewing on the website of each of The Stock Exchanges at www.hkexnews.hk and the Company at www.suga.com.hk from 26 July 2010.

• (7) As at the date this notice, the board of Directors of the Company comprises Dr. NG Chi Ho and Mr. MA Fung On as Executive Directors, Mr. LEE Kam Hung as Non-executive Director and Prof. WONG Sook Leung, Joshua, Mr. LEUNG Yu Ming, Steven and Mr. CHAN Kit Wang as Independent non-executive Directors.

– 18 –