Kin Shing Holdings Limited — Proxy Solicitation & Information Statement 2009

Sep 4, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 announcement.

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 698)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Tongda Group Holdings Limited (the “ Company ”) will be held on Thursday, 8 October 2009 at 11:00 a.m. at the Board Room of Dynasty Club, at 7th Floor of South West Tower, Convention Plaza, No.1 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as ordinary resolution:

ORDINARY RESOLUTION

“ THAT

• (a) the agreement (the “ Agreement ”) (a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification) dated 11 August 2009 and entered into between E-Growth Resources Limited (“ E-Growth ”) as vendor, Tong Da Holdings (BVI) Limited as purchaser and Mr. Wang Ya Nan as guarantor in relation to the sale and purchase of 100,000 ordinary shares of HK$1.00 each in the issued share capital of Tongda (Shanghai) Company Limited (“ Tongda Shanghai ”) and all obligations, liabilities and debts owing or incurred by Tongda Shanghai to E-Growth on or at any time prior to completion whether actual, contingent or deferred and irrespective of whether the same is due and payable on completion of the Agreement at an aggregate consideration of HK$71,188,000 and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

• (b) any one or more of the directors (the “ Directors ”) of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Agreement and the transactions contemplated thereunder; and

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• (c) the allotment and issue of an aggregate of 296,000,000 shares (the “ Consideration Shares ” and each a “ Consideration Share ”) of HK$0.01 each in the share capital of the Company credited as fully paid at an issue price of HK$0.2405 per Consideration Share to E-Growth in accordance with the Agreement be and is hereby approved.”

By order of the Board Tongda Group Holdings Limited Wang Ya Nan Chairman

Hong Kong, 4 September 2009

Registered office: Head office and principal place of Century Yard business in Hong Kong: Cricket Square Room 1201-03, 12th Floor Hutchins Drive Shui On Centre P.O. Box 2681GT 6-8 Harbour Road George Town Wanchai Grand Cayman Hong Kong Cayman Islands

Notes:

1. A member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the EGM is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Room 1901-02, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should be so wish.

3. In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

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As at the date of this announcement, the executive Directors are Messrs Wang Ya Nan, Wang Ya Hua, Wong Ah Yu, Wong Ah Yeung, Choi Wai Sang, Wang Ming Che, and independent non-executive Directors are Dr. Yu Sun Say JP, Mr. Ting Leung Huel Stephen and Mr. Cheung Wah Fung, Christopher, JP.

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