Kingdom Holdings Limited — Proxy Solicitation & Information Statement 2008

Apr 29, 2008

IMPORTANT

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

If you have sold or transferred all your shares in Kingdom Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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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KINGDOM HOLDINGS LIMITED 金達控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 528)

PROPOSALS FOR GENERAL MANDATE TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Room 3203, 32 Floor, Admiralty Centre I, 18 Harcourt Road, Hong Kong on 28 May 2008 at 2:30 p.m. is set out on pages 12 to 15 of this circular. Whether or not you intend to be present and vote at the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting. The completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

30 April 2008

DEFINITIONS

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

• “Annual General Meeting”

• the annual general meeting of the Company to be held at Room 3203, 32 Floor, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 28 May 2008 at 2:30 p.m.

• “Board” the Board of Directors of the Company

• “Articles of Association” the articles of association of the Company as amended from time to time

• “Company” Kingdom Holdings Limited (金達控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange

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

• “General Mandate”

• a general and unconditional mandate to be granted to the Directors to allot, issue, and otherwise deal with new Shares and other securities with an aggregate nominal amount not exceeding the sum of 20% of the existing issued share capital of the Company as at the date of passing of the relevant resolutions, and the aggregate nominal value of the share capital of the Company repurchased by the Company (if any)

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Latest Practicable Date” 28 April 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

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

• “Repurchase Mandate” a general and unconditional mandate to the Directors to exercise the power of the Company to repurchase Shares in the capital of the Company up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant resolutions

• “RMB”

• Renminbi, the lawful currency of the People’s Republic of China

• “SFO”

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

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	DEFINITIONS
“Share(s)”	share(s) of HK$0.01 each in the capital of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers

The English names of the PRC entities mentioned in this circular marked with “*” are translations from their Chinese names. If there is any inconsistency, the Chinese name shall prevail.

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LETTER FROM THE BOARD

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KINGDOM HOLDINGS LIMITED 金達控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 528)

Executive Directors: Mr. REN Wei Ming (Chairman) Mr. SHEN Yueming Mr. ZHANG Hong Wen

Non-executive Directors:

Mr. NGAN Kam Wai Albert Mr. John Michael MAY Mr. YANG Donghui Mr. YU Chongwen Mr. LAU Ying Kit*

• Independent Non-executive Director

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 GT Grand Cayman KY1-1111 Cayman Islands

Place of Business in Hong Kong:

Level 28 Three Pacific Place 1 Queen’s Road East Hong Kong 30 April 2008

To: the Shareholders of the Company

Dear Sir or Madam

PROPOSALS FOR GENERAL MANDATE TO ISSUE SHARES AND TO REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to the general mandates to allot, issue and deal with the Shares and to repurchase Shares and the re-election of Directors.

At the Annual General Meeting, resolutions, amongst others, will be proposed for the Shareholders to approve (i) the renewal of the General Mandate and the Repurchase Mandate; (ii) the extension of the General Mandate to include Shares repurchased pursuant to the Repurchase Mandate; and (iii) the re-election of Directors.

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LETTER FROM THE BOARD

RENEWAL OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Pursuant to a written resolution of the Shareholders of the Company passed on 28 May 2007, Directors were given general mandates to the Directors (i) to allot and issue Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the issued share capital of the Company and (ii) to repurchase shares in the capital of the Company up to 10% of the aggregate nominal amount of the issued share capital of the Company. Such general mandates will expire at the conclusion of the forthcoming Annual General Meeting.

At the Annual General Meeting, separate ordinary resolutions will be proposed:

• (a) to grant the General Mandate to the Directors to exercise the powers of the Company to allot and issue Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at the date of passing the resolution. The General Mandate will end on the earliest of the date of the next Annual General Meeting, the date by which the next Annual General Meeting of the Company is required to be held by the Articles of Association or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company;

• (b) to grant the Repurchase Mandate to the Directors to exercise all powers of the Company to repurchase issued Shares subject to the criteria set out in this circular. Under such Repurchase Mandate, the maximum number of Shares that the Company may be repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution. As at the Latest Practicable Date, the number of Shares in issue of the Company is 622,500,000 Shares. Subject to the passing of the proposed ordinary resolution approving the granting of the Repurchase Mandate and on the basis that none of the outstanding share options of the Company is exercised pursuant to the Company’s share option scheme and no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 62,250,000 Shares, being 10% of the entire issued share capital of the Company as at the date of passing of the resolution in relation thereof. The Repurchase Mandate will end on the earliest of the date of the next Annual General Meeting, the date by which the next Annual General Meeting of the Company is required to be held by the Articles of Association or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company; and

• (c) subject to the passing of the aforesaid ordinary resolutions of the General Mandate and the Repurchase Mandate, to extend the number of Shares to be issued and allotted under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

In accordance with the Listing Rules, an explanatory statement is set out in Appendix I to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution to renew the grant of the Repurchase Mandate at the Annual General Meeting.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

In accordance with Articles 87 and 88 of the Articles of Association, Mr. John Michael May, Mr. Yang Donghui and Mr. Yu Chongwen will retire by rotation, and being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

The biographical details of such re-electing Directors as required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The Company will convene the Annual General Meeting at Room 3203, 32 Floor, Admiralty Centre I, 18 Harcourt Road, Hong Kong on 28 May 2008 at 2:30 p.m. at which resolutions will be proposed for the purpose of considering and if thought fit, approving the resolutions proposed in this circular. The notice of the Annual General Meeting is set out on pages 12 to 15 of this circular of the Company.

A form of proxy for use in connection with the Annual General Meeting is enclosed herewith. Whether or not you intend to be present and vote at the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting. The completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

PROCEDURE FOR DEMANDING A POLL BY SHAREHOLDERS

Pursuant to Article 66 of the Articles of Association sets out the procedures under which a poll may be demanded.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (i) by the chairman of the meeting; or

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

• (iii) by a member or members present in person or in the case of a member 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 members having the right to vote at the meeting;

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LETTER FROM THE BOARD

• (iv) by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding Shares which confer 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

• (v) if required by the Listing Rules, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. or more of the total voting rights at such meeting.

Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquires, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider that the Repurchase Mandate, the General Mandate, the re-election of retiring Directors are in the best interests of the Company as well as its Shareholders. Accordingly, the Directors recommend that the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully By Order of the Board Mr. REN Wei Ming Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix contains the information that is required to be sent to Shareholders under the Listing Rules in connection with the proposed general mandate for the repurchase of Shares.

1. All share repurchases on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by a specific resolution in relation to specific transactions.

2. The shares proposed to be repurchased must be fully paid up. A maximum of 10 per cent. of the outstanding share capital as at the date of the resolution authorising the repurchase may be repurchased on the Stock Exchange.

3. Assuming that no further Shares are issued during the period from the Latest Practicable Date to the Annual General Meeting, exercise in full of the Repurchase Mandate, on the basis of a total of 622,500,000 Shares in issue, the General Mandate for Share repurchase will authorise the Directors to repurchase up to 62,250,000 Shares during the period up to the date of the next annual general meeting in 2009.

4. The repurchase of Shares by the Company may benefit the Shareholders in certain circumstances. Depending on the conditions in the stock market and the availability of funds, such repurchases could improve the net assets and/or earnings per Share. The General Mandate on Share repurchase will give the Directors more flexibility to make Share repurchase beneficial to the Shareholders when there are suitable circumstances.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and in circumstances where they consider that the Shares can be repurchased on terms favourable to the Company. The Directors consider that if the General Mandate were to be exercised in full at the currently prevailing market value, it could have a material adverse impact on the working capital position and gearing level of the Company, as compared with the position disclosed in its most recent published audited accounts for the year ended 31 December 2007.

1. The funds required for Share repurchase will be derived from those funds of the Company which are legally permitted to be used in this connection in accordance with the Company’s Memorandum and Articles of Association and the laws of the Cayman Islands, and shall include profits of the Company or out of a fresh issue of Shares made for the purpose of the repurchase or, subject to the Cayman Companies Law, out of capital and, in the case of any premium payable on the repurchase, payment may be made out of the profits of the Company or from sums standing the credit of the share premium account of the Company or subject to the Cayman Companies Law, out of capital.

2. In the event that the proposed purchase of Shares is to be carried out in full at any time during the proposed purchase period, the adverse impact on the working capital or gearing

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EXPLANATORY STATEMENT

APPENDIX I

position as compared with the position shown on the audited balance sheet at 31 December 2007 might be material. However, the Directors intend to exercise the general mandate only insofar as there is adequate working capital for normal operation and the gearing position remains below a level acceptable to the Directors.

1. To the best of the knowledge of the Directors, none of the Directors nor their respective associates (as defined in the Listing Rules) has at present an intention, in the event that the renewal of the General Mandate is granted by the Shareholders, to sell Shares to the Company.

2. The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the general mandate for Share repurchase in accordance with the Listing Rules and the laws of the Cayman Islands.

3. A repurchase of Shares by the Company may result in an increase in the proportionate interests of Shareholders of the Company in the voting rights of the Company, such increase will be treated as an acquisition for the purposes of the Takeovers Code and which could give rise to an obligation by a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of its or their shareholding, to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

4. To the best of the knowledge and belief of the Company, Kingdom Investment Holdings Limited, a controlling Shareholder and a company beneficially owned as to approximately 76.38 per cent. by Mr. REN Wei Ming, the chairman of the Company, holds approximately 43.95 per cent. of the issued share capital of the Company as at the Latest Practicable Date. In the event that the Directors should exercise in full the power to repurchase the Shares which is proposed to be granted pursuant to the general mandate for Share repurchase, the shareholdings of Kingdom Investment Holdings Limited would be increased to approximately 48.84 per cent. of the then issued share capital of the Company and such increase would give rise to an obligation to make a mandatory offer under the Takeovers Code. However, the Company has no intention to effect Share repurchase to such an extent that it would give rise to an obligation to make a mandatory offer under the Takeovers Code.

5. No connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or have undertaken not to sell any of the Shares held by them to the Company in the event that the general mandate for share repurchase is granted by the Shareholders.

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APPENDIX I

EXPLANATORY STATEMENT

1. The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date are as follows:

	Highest	Lowest
	HK$	HK$
2007
April	1.88	1.77
May	1.80	1.65
June	2.01	1.67
July	1.78	1.60
August	1.70	1.13
September	1.49	1.00
October	1.06	0.89
November	0.99	0.89
December	1.03	0.90
2008
January	1.09	0.86
February	1.01	0.85
March	0.87	0.60
April (up to the Latest Practicable Date)	0.67	0.55

1. No Shares has been repurchased by the Company, whether on the Stock Exchange or otherwise, in the last six months preceding the Latest Practicable Date.

The Directors will not exercise the Repurchase Mandate that will result in the number of Shares by the public being reduced to less than 25%.

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APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Mr. John Michael May, aged 53, is a non-executive Director. He graduated with a law degree from Cambridge University. For over 20 years until 1999, he worked for the Hambros Group where he was an executive director of Hambros Bank. He has been an executive director of Caledonia Investments plc, which is an investment trust listed on the London Stock Exchange, since September 2003 and represents them as a non-executive director on a number of their investments including two other listed companies in the United Kingdom, British Empire Securities and General Trust plc and Incisive Media plc since December 2003 and June 2004 respectively. Caledonia Investments plc is a 10.73% shareholder of the Company. He joined the Group in September 2005. Mr. May has almost 30 years experience in international merchant-banking, financial and investment services and has advised or represented financial investors on the boards of numerous companies. One of these, a UK company, Third Wave Network Plc., was put into administrative receivership in August 1994, ten months after he resigned as a non-executive director. Disclosure is also required of an incident that took place in the UK, where Hambros Bank Ltd, a subsidiary of the Hambros Group, was fined £60,000, and one of its directors was reprimanded by the former Securities and Futures Authority Limited for unauthorized dealings in the property futures contracts traded on the former London Futures and Options Exchange by this individual carried out between May and October 1991. At the time of the 1991 incident, Mr. May was a director of Hambros Bank Ltd and his executive responsibility was as joint managing director of Hambro Countrywide plc, a subsidiary of the Hambros Group listed on the London Stock Exchange. As Mr. May was not directly involved in either incident, there were no civil or criminal implications for him.

Mr. May entered into a service agreement with the Company on 23 November 2006 for a period of 3 years. The emoluments of Mr. May comprise a monthly remuneration of HK$10,000 and do not include any bonus payments. His directorship is subject to retirement by rotation and re-election at the Annual General Meeting of the Company in accordance with the provisions of the Articles of Association.

Save as disclosed above, Mr. May does not hold any position with the Company and other members of the Company immediately before the Latest Practicable Date and has no other directorship in listed public companies in the last three years. He is not related to any Directors, senior management, substantial or controlling Shareholders nor does he have any interests in the Shares which is required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there is no other matter concerning Mr. May that need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Yang Donghui (楊東輝), aged 62, is an independent non-executive Director and a member of the audit committee of the Company. He graduated from the Department of Chemical Engineering of Tsinghua University in 1970. He has been working in the China National Textile & Apparel Council (formerly known as the China Textile Industry Department and the China Textile General Chambers)

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

since 1977 and is currently the vice president of this organisation. He has been the president of the National Association of Domestic Textile Products Industry since 1999. He is also a director of U-Right International Holdings Limited (Stock code: 627) since July 2005. He joined the Company in November 2006.

Mr. Yang entered into a service agreement with the Company on 13 November 2007 for a period of 1 year. The emoluments of Mr. Yang comprise a monthly remuneration of HK$8,000 and do not include any bonus payments. His directorship is subject to retirement by rotation and re-election at the Annual General Meeting of the Company in accordance with the provisions of the Articles of Association.

Save as disclosed above, Mr. Yang does not hold any position with the Company and other members of the Company immediately before the Latest Practicable Date and has no other directorship in listed public companies in the last three years. He is not related to any Directors, senior management, substantial or controlling Shareholders nor does he have any interests in the Shares which is required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there is no other matter concerning Mr. Yang that need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Yu Chongwen (郁崇文), aged 45, is an independent non-executive Director and a member of the audit committee of the Company. He obtained a doctor of philosophy degree in textile engineering at Donghua University (formerly known as China Textiles University) in 1994. He joined Donghua University in 1987 as an assistant tutor and is now a professor of the School of Textile of Donghua University. He has received various awards for his achievements in the research of textile science and technology and for his contributions to the education of textile engineering, including the Textile Science and Technology Award granted by the Hong Kong Sang Ma Trust Fund as well as several awards relating to the technology of production of jute and hemp granted by the PRC provincial governments. Mr. Yu has been an independent director of Shanghai Woldlast Industry Development Co. Ltd., a company listed on Shanghai Stock Exchange since December 2006. He joined the Company in November 2006.

Mr. Yu entered into a service agreement with the Company on 13 November 2007 for a period of 1 year. The emoluments of Mr. Yu comprise a monthly remuneration of HK$6,000 and do not include any bonus payments. His directorship is subject to retirement by rotation and re-election at the Annual General Meeting of the Company in accordance with the provisions of the Articles of Association.

Save as disclosed above, Mr. Yu does not hold any position with the Company and other members of the Company immediately before the Latest Practicable Date and has no other directorship in listed public companies in the last three years. He is not related to any directors, senior management, substantial or controlling Shareholders nor does he have any interests in the Shares which is required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there is no other matter concerning Mr. Yu that need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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KINGDOM HOLDINGS LIMITED 金達控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 528)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Kingdom Holdings Limited (the “ Company ”) will be held at Room 3203, 32 Floor, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 28 May 2008 at 2:30 p.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements and the reports of the Directors and the Auditors for the year ended 31 December 2007;

2. To declare a final dividend in respect of the year ended 31 December 2007;

3. To re-elect the following Directors:

4. (a) Mr. John Michael MAY as non-executive Director;

5. (b) Mr. Yang Donghui as non-executive Director; and

6. (c) Mr. YU Chongwen as non-executive Director.

7. To authorise the Board of Directors to fix the Directors’ remuneration;

8. To re-appoint KPMG as auditors of the Company and authorise the Board of Directors to fix their remuneration;

9. As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT:

• (a) subject to paragraph (c), the exercise by the Directors during the Relevant Period (as hereinafter defined) 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 which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of subscription rights under any option scheme or similar arrangement of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed the aggregate of (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of passing this resolution plus (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of passing this resolution), and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

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

• (iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders in general meeting; and

“ Rights Issue ” means an offer of shares open for a period fixed by the Directors to holders of ordinary shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion 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 regulatory body or any stock exchange in, any territory outside Hong Kong).”;

1. As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT:

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of shares which may be repurchased on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchases pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of passing this resolution, and the said approval shall be limited accordingly; and

• (c) 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 articles of association of the Company or any applicable laws to be held; and

• (iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders in general meeting.”;

• As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT the Directors be and are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of the resolution set out as resolution 6 in the notice of this meeting in respect of the share capital of the Company referred to in sub-paragraph (b) of paragraph (c) of such resolution.”

By Order of the Board Mr. REN Wei Ming Chairman

Hong Kong, 30 April 2008

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (1) A member entitled to attend and vote at the above meeting may appoint one or, if he holds two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

• (2) In order to be valid, a form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof shall be deposited at the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or any adjourned meeting. The proxy form will be published on the website of The Stock Exchange of Hong Kong Limited.

• (3) The register of members of the Company will be closed from 22 May 2008 to 28 May 2008 (both days inclusive) during which period no transfer of shares will be registered. In order to qualify for the final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 21 May 2008.

• (4) A circular containing, inter alia, further details of the proposed general mandates to issue and repurchase shares of the Company, and information on the retiring Directors who are proposed to be re-elected at the annual general meeting, are sent to shareholders of the Company together with the 2007 Annual Report.

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