KOALA Financial Group Limited — Proxy Solicitation & Information Statement 2011

Sep 29, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Sunrise (China) Technology Group Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or 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 Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any losses howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 8226)

PROPOSED GRANT OF SHARE OPTIONS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held at Units 01-03, 28th Floor, Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong on Thursday, 20 October 2011 at 10:00 a.m. is set out on pages 11 to 12 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed.

Whether or not you intend to attend and vote at the extraordinary general meeting, you are requested to complete and return the enclosed form of proxy to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

This circular will remain on the GEM website at “www.hkgem.com” on the “Latest Company Announcements” page for at least 7 days from the date of its posting and the Company’s website “www.sunrisechina-tech.com”.

30 September 2011

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-2
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3-9
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF THE EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11-12

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DEFINITIONS

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

“acting in concert” has the meaning ascribed to this term under the Takeovers Code “Articles” means the articles of association of the Company “associate(s)” has the meaning ascribed to it under the GEM Listing Rules “Board” means the board of Directors “Company” means Sunrise (China) Technology Group Limited, a company incorporated in the Cayman Island with limited liability, the Shares of which are listed and traded on the GEM “connected person(s)” has the meaning ascribed to it under the GEM Listing Rules “Director(s)” means the director(s) of the Company “EGM” means the extraordinary general meeting of the Company to be held on Thursday, 20 October 2011 at 10:00 a.m., for the purpose of approving the proposed grant of the Options to Mr. Shan as referred to in this circular “EGM Notice” means the notice convening the EGM set out on pages 11 to 12 “GEM” means the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” means the Rules Governing the Listing of Securities on the GEM “Group” means the Company and its subsidiaries “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China “Independent Board Committee” means the independent committee of the Board, comprising Mr. Lee Kam Fan, Andrew, Mr. Wang Jialian and Mr. Wang Zhihua, being independent non-executive Directors, established to make recommendation to the Independent Shareholders in connection to the proposal for grant of the Options “Independent Shareholders” means Shareholders other than Zhongyu Group Holdings Limited, its associates and parties acting in concert

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DEFINITIONS

“Latest Practicable Date”	means 28 September 2011, being the latest practicable date prior
	to the printing of this circular for the purpose of ascertaining
	certain information contained herein
“Mr. Shan”	means Mr. Shan Xiaochang, the chairman and chief executive
	officer of the Company, an executive Director and a substantial
	Shareholder
“Option(s)”	means share options proposed to be granted to Mr. Shan under the
	Share Option Scheme
“PRC”	means the People’s Republic of China
“SFO”	means the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	means ordinary share(s) of HK$0.01 each in the share capital of
	the Company
“Share Option Scheme”	means the share option scheme approved by the Shareholders and
	adopted by the Company on 8 July 2002
“Shareholder(s)”	means holder(s) of the Shares
“Stock Exchange”	means The Stock Exchange of Hong Kong Limited
“Takeovers Code”	means The Hong Kong Code on Takeovers and Mergers
“Thailand”	means the Kingdom of Thailand
“HK$”	means Hong Kong dollars, the lawful currency of Hong Kong
“%”	means per cent

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LETTER FROM THE BOARD

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 8226)

Executive Directors: Mr. Shan Xiaochang (Chairman) Ms. Shan Zhuojun Mr. Ma Arthur On-hing Mr. Yang Ching Yau

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

Independent Non-Executive Directors:

Mr. Lee Kam Fan, Andrew Mr. Wang Jialian Mr. Wang Zhihua

Head Office and Principal Place of Business in Hong Kong: Units 01-03, 28th Floor Shui On Centre 6-8 Harbour Road Wan Chai, Hong Kong

30 September 2011

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF SHARE OPTIONS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Board proposes to seek the approval of the Independent Shareholders for the grant of the 35,000,000 Options under the Share Option Scheme to subscribe for up to a total of 35,000,000 Shares to Mr. Shan, the chairman and chief executive officer of the Company, an executive Director and a substantial Shareholder. Thus, the purpose of this circular is also to provide details of the said proposal and to convene the EGM to consider and, if thought fit, approve the resolution necessary for the said proposal to be implemented. This circular contains all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution at the EGM.

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LETTER FROM THE BOARD

PROPOSAL FOR GRANT OF OPTIONS TO MR. SHAN XIAOCHANG

On 2 September 2011, the Board resolved to conditionally grant 35,000,000 Options to subscribe for up to a total of 35,000,000 Shares to Mr. Shan, the chairman and chief executive officer of the Company, an executive Director and a substantial Shareholder, subject to acceptance of Mr. Shan and approval of the Independent Shareholders at the EGM. No option was previously granted to Mr. Shan under the Share Option Scheme. The proposed grant of the Options to Mr. Shan would result in 35,000,000 Shares, which are to be issued within the scheme mandate limit of the Share Option Scheme which was refreshed by the resolution of the Shareholders at the general meeting of the Company held on 4 Janaury 2011, representing approximately 8.11% of the entire issued share capital of the Company as at the Latest Practicable Date, to be issued upon exercise of the Options to be granted to him.

The Board would like to draw the attention of the Shareholders that Mr. Shan was appointed on 11 September 2010 and there is no performance target which must be achieved before the Options can be exercised and no minimum period for which the Options must be held before it can be exercised. Upon the full exercise of the Options granted to Mr. Shan, Mr. Shan and Zhongyu Group Holdings Limited will hold 274,556,536 Shares (being approximately 58.82% of the enlarged issued share capital of the Company upon exercise of the Options in full) and the public Shareholders will hold 118,533,438 Shares (being approximately 25.40% of the enlarged issued share capital of the Company upon exercise of the Options in full representing a decrease of 2.06% of the shareholding interests of the public Shareholders).

Subject to the Share Option Scheme, the Shares allotted upon the exercise of the Options will rank pari passu in all respects with the Shares in issue on the date of such exercise and will be subject to all the provisions of the Articles. Save for the Options proposed to be granted to Mr. Shan, no option is granted to other Directors on 2 September 2011.

The following are the details of the Options conditionally granted to Mr. Shan under the Share Option Scheme:

Date of conditional grant : 2 September 2011 Exercise price of the Options : HK$0.962 per Share, which represents the highest of (i) HK$0.01, being the nominal value of a Share; (ii) HK$0.95, being the closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange on the date of conditional grant of the Options, and (iii) HK$0.962, being the average closing price of the Shares as stated in the daily quotations sheets of the Stock Exchange from 26 August 2011 to 1 September 2011, both dates inclusive (being the five business days immediately preceding the date of conditional grant of the Options) Number of Options granted : 35,000,000 Options, each Option entitling Mr. Shan to subscribe for one Share

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LETTER FROM THE BOARD

Validity period of the Options

: From the date of the approval of the grant of the Options to Mr. Shan by the Independent Shareholders at the EGM of the Company to 1 September 2021

Implication under the GEM Listing Rules

Pursuant to Rule 23.04(1) of the GEM Listing Rules, where any grant of options to a substantial shareholder and/or his associates would result in the shares issued and to be issued upon exercise of all options granted and to be granted (including options exercised, cancelled and outstanding) to such substantial shareholder and/or his associates in the 12-month period up to and including the date of such grant (i) exceeding 0.1% of the shares in issue and (ii) having an aggregate value, based on the closing price of the shares on the date of grant, in excess of HK$5 million, the grant of options to such substantial shareholder and/or his associates must be approved by shareholders of the company at a general meeting at which all connected persons of the company shall abstain from voting in favour of the relevant resolution at the general meeting of the company.

Pursuant to Rule 23.03(4) of the GEM Listing Rules, where a grant of options to a grantee will result in the shares issued and to be issued upon exercise of all options granted and to be granted to him (including exercised, cancelled and outstanding options) in the 12-month period up to and including the date of grant exceeding 1% of the shares in issue, the grant of options to the grantee must be approved by shareholders of the company at a general meeting at which the grantee and his associates shall abstain from voting.

The proposed grant of the Options to Mr. Shan falls within the ambits of Rule 23.04(1) and 23.03(4) of the GEM Listing Rules and is therefore subject to the Independent Shareholders’ approval. Zhongyu Group Holdings Limited, a substantial Shareholder which is solely and beneficially owned by Mr. Shan, and Mr. Chan Ping Yee, a substantial Shareholder, representing in total approximately 72.54% of the entire issued share capital of the Company as at the Latest Practicable Date, are required to abstain from voting in favour of the relevant resolution at the EGM.

In accordance with Rule 23.04(1) of the GEM Listing Rules, the proposed grant of the Options to Mr. Shan has been approved by all independent non-executive Directors of the Company on 2 September 2011.

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LETTER FROM THE BOARD

The following table illustrates changes in shareholdings of Mr. Shan, his associates, connected persons and parties who are acting in concert with Mr. Shan in the issued share capital of the Company upon exercise in full of the Options:

Mr. Shan Zhongyu Group Holdings Limited_(Note 1)_ Chan Ping Yee Public Shareholders	As at the Latest Practicable Date Approximate Number of shareholding Shares held percentage 0 0% 239,556,536 55.48% 73,675,000 17.06% 118,533,438 27.46% 431,764,974 100.00%	Upon exercise of the Options in full (for illustration purpose only) Approximate Number of shareholding Shares held percentage 35,000,000 7.50% 239,556,536 51.32% 73,675,000 15.78% 118,533,438 25.40% 466,764,974 100.00%	Upon exercise of the Options in full (for illustration purpose only) Approximate Number of shareholding Shares held percentage 35,000,000 7.50% 239,556,536 51.32% 73,675,000 15.78% 118,533,438 25.40% 466,764,974 100.00%
			100.00%

Note 1: The entire issued share capital of Zhongyu Group Holdings Limited is solely and beneficially owned by Mr. Shan. Therefore, Mr. Shan is deemed to be interested in 239,556,536 Shares, representing approximately 55.48% of the entire issued share capital of the Company as at the Latest Practicable Date, within the meaning under the SFO.

Reasons and consideration for the proposed grant of the Options

The Company is an investment holding company. The Group is principally engaged in the investment holding, manufacturing and sale of loudspeaker systems to customers in the PRC and overseas markets and environment related business. The Group is exploring environmental technology related business as disclosed in the announcement of the Company dated 5 January 2011. The Company is currently developing its environmental technology related business in Thailand from scratch including acquiring a company which was incorporated in Thailand, being the Company’s vehicle to carry out the said business. To develop the business, the Company entered into contract to purchase gasifier machines in Thailand and entered into contract to carry out construction of heat production plant in Thailand. The details were disclosed in the announcements of the Company dated 10 January 2011, 1 September 2011 and 9 September 2011.

Mr. Shan is the substantial Shareholder and became the Director on 11 September 2010. Mr. Shan is responsible for exploring developing and cultivating the Group’s environmental technology related business. The Options are proposed to be granted to him in recognition of his outstanding performance in the development and management of the business of the Group and as an incentive for his continuing commitment and contribution to the Group in the future given the fact that:

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LETTER FROM THE BOARD

• (a) Mr. Shan has over 15 years of experience in corporate finance operation and cashflow management and research and development and held senior positions in various private companies engaged in agriculture, environmental protection and chemical fertilizers in the PRC;

• (b) Mr. Shan is devoted to the business of the Group and, in particular, he is exploring, developing and cultivating the environmental technology related business of the Group;

• (c) due to Mr. Shan’s experience in the environmental technology related business and his networks with businessmen in the environmental technology industry, he brought business opportunities to the Group in the PRC and Thailand;

• (d) under Mr. Shan’s leadership and management, the Group is expanding its business and creating new businesses in the PRC and Thailand by way of acquisition and carrying out “greenfield” development;

• (e) regarding the proposed acquisition of 51% of the entire issued share capital of Confident Echo Holdings Limited (the details of the acquisition were disclosed in the announcements of the Company dated 5 January 2011, 7 January 2011, 28 January 2011, 30 June 2011 and 31 August 2011), Mr. Shan (i) through his networks, introduced the vendor to the acquisition to the Company; (ii) has studied the feasibility of the said acquisition; and (iii) has negotiated with Glad Phoenix Holdings Limited and Mr. Tong Chi Keung Jose on the terms of the sale and purchase agreement dated 5 January 2011, the supplemental agreement dated 28 January 2011, the supplemental deed dated 30 June 2011 and the second supplemental deed dated 31 August 2011 all entered into between the Company, Glad Phoenix Holdings Limited and Mr. Tong Chi Keung Jose; and

• (f) regarding the acquisition of the entire issued share capital of Time Pro International Company Limited (the details of the acquisition were disclosed in the announcements of the Company dated 5 January 2011 and 10 January 2011) and the development of the environmental business on heat generation in Thailand, Mr. Shan (i) has studied the feasibility of the said acquisition; (ii) had negotiation with various parties on the said development, including negotiating with various parties on the purchase of gasifier machines in Thailand and the construction of heat production plant in Thailand; and (iii) is promoting and cultivating the Group’s heat generation business in Thailand, including introducing the Group’s heat generation business to various manufacturing companies and promoting the use of heat energy as a replacement for the use of natural gas and other energy.

With Mr. Shan’s experience, relationship, networking and effort, the Group is seeking more business opportunities and diversifying and expanding its business in the PRC and Thailand. The Company considered that Mr. Shan’s contribution as a Director is the most outstanding and significant in the Group.

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LETTER FROM THE BOARD

The Company (including the independent non-executive Directors) considered that, based on the fact that Mr. Shan has contributed to the Group as a director of the Company, the Company shall reward Mr. Shan’s contribution and outstanding performance in the development and management of the business of the Group. Taking into careful consideration the various methods of incentive (including improving Mr. Shan’s remuneration package and rewarding Mr. Shan with bonus payments), the Board (having adopted Mr. Shan’s proposal on the grant of the Options) believes that the grant of the 35,000,000 Options to Mr. Shan, be the most appropriate way to give additional motivating incentive to Mr. Shan and retain Mr. Shan’s employment with the Company which will help promoting stability and business continuity of the Group. Furthermore, the Board considered that upon exercise of any of the Options by Mr. Shan, the financial position of the Company will be improved by the addition of further share capital and working capital to the Company. Therefore, the Board considered that the grant of the Options to Mr. Shan is in the best interests of the Group. The Independent Board Committee has also considered the grant of the Options to Mr. Shan and the view of the Independent Board Committee is set out in the letter of advice from the Independent Board Committee on page 10 of this circular.

Having considered that the new business of the Group is in its infant stage, the Directors considered that it would not be appropriate to measures Mr. Shan’s continuing commitment and contribution to the Group in the future by setting a performance target on the exercise of Options.

The consideration payable on acceptance of all of the options is HK$1.00. The Directors (including the independent non-executive Directors) consider that the terms of the options are fair and reasonable.

EGM

The EGM Notice is set out on pages 11 to 12 of this circular.

The EGM will be convened for the purpose of obtaining approval for grant of the Options to Mr. Shan under the Share Option Scheme, all connected persons of the Company are required to abstain from voting in favour of the relevant resolution at the EGM. Therefore, Zhongyu Group Holdings Limited and Mr. Chan Ping Yee will abstain from voting.

As at the Latest Practicable Date, no notice has been received by the Company from any connected person of the Company stating his, her or its intention to vote against resolution to be proposed at the EGM.

Proxy form for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible to the Company’s Hong Kong branch share registrar, Union Registrars Limited, at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising of Mr. Lee Kam Fan, Andrew, Mr. Wang Jialian and Mr. Wang Zhihua has been formed to advise the Independent Shareholders as to whether the terms of the proposed grant of the Options to Mr. Shan under the Share Option Scheme and the transactions contemplated thereunder are fair and reasonable and whether they are in the interests of the Company and the Shareholders as a whole and to advise the Independent Shareholders on how to vote. The letter of advice from the Independent Board Committee is set out on page 10 of this circular.

VOTING BY WAY OF POLL

Pursuant to Rule 17.47 of the GEM Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

Having considered the recommendation of the Independent Board Committee to the Independent Shareholders as to voting in respect of the proposal for grant of options to Mr. Shan under the Share Option Scheme, all the Directors considered the grant of the Options to Mr. Shan under the Share Option Scheme are in the best interest of the Company as well as the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend the Independent Shareholders to vote in favour of the relevant resolution at the EGM.

By order of the Board Sunrise (China) Technology Group Limited Shan Xiaochang

Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 8226)

30 September 2011

To the Independent Shareholders

Dear Sir and Madam,

PROPOSAL FOR GRANT OF THE OPTIONS

We refer to the circular (the “Circular”) dated 30 September 2011 issued by the Company of which this letter forms part of the Circular. Capitalized terms used herein shall have the same meaning as those defined in the Circular unless the context otherwise requires.

We have been appointed as the members of the Independent Board Committee to consider the proposal for grant of the Options to Mr. Shan under the Share Option Scheme and the transactions contemplated thereunder and to advise the Independent Shareholders as to whether the terms of such proposal for grant of the Options to Mr. Shan under the Share Option Scheme and the transactions contemplated are fair and reasonable and whether such proposal is in the interests of the Company and the Shareholders as a whole.

Having considered Mr. Shan’s outstanding and significant contribution to the Group, we are of the view that the Company shall reward Mr. Shan’s contribution and outstanding performance in the development and management of the business of the Group. Taking into careful consideration the various methods of incentive (including improving Mr. Shan’s remuneration package and rewarding Mr. Shan with bonus payments), we (having adopted Mr. Shan’s proposal on the grant of the Options) believe that the grant of the 35,000,000 Options to Mr. Shan, be the most appropriate way to give additional motivating incentive to Mr. Shan and retain Mr. Shan’s employment with the Company which will help promoting stability and business continuity of the Group. Furthermore, we considered that upon exercise of any of the Options by Mr. Shan, the financial position of the Company will be improved by the addition of further share capital and working capital to the Company. Therefore, we considered that the grant of the Options to Mr. Shan is in the best interests of the Group and the Shareholders as a whole and is fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to the proposed at the EGM to approve the grant of the Options to Mr. Shan under the Share Option Scheme and the transactions contemplated thereunder.

Mr. Lee Kam Fan, Andrew

Yours faithfully, Mr. Wang Jialian

Mr. Wang Zhihua

Independent Board Committee

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NOTICE OF THE EGM

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 8226)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Sunrise (China) Technology Group Limited (the “Company”) will be held at Units 01-03, 28th Floor, Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong on Thursday, 20 October 2011 at 10:00 a.m. for the following purpose:

To consider as special business and, if thought fit, pass with or without amendments, the following ordinary resolution:

“ THAT

• (a) the grant of options to subscribe for 35,000,000 shares of HK$0.01 each in the capital of the Company at an exercise price of HK$0.962 per share to Mr. Shan Xiaochang, the executive director and substantial shareholder of the Company, subject to and in accordance with the terms of the share option scheme adopted by the Company on 8 July 2002, be and is hereby approved;

• (b) any director or the company secretary of the Company be and is hereby authorized to do any act or thing and to sign, seal, execute and/or deliver any document for and on behalf of the Company as may be necessary, desirable or expedient to give full effect to such grant of options; and

• (c) all acts and actions taken by any director or the company secretary of the Company in connection with such grant of options to Mr. Shan Xiaochang before the date hereof be hereby approved, ratified and confirmed.”

By order of the Board Sunrise (China) Technology Group Limited Shan Xiaochang Chairman

Hong Kong, 30 September 2011

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NOTICE OF THE EGM

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Units 01-03, 28th Floor P.O. Box 2681 Shui On Centre Grand Cayman, KY1-1111 6-8 Harbour Road Cayman Islands Wan Chai, Hong Kong

Notes:

1. Any member entitled to attend and vote at the above meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be duly lodged with the Company’s Hong Kong branch registrar, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is duly signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or any adjourned meeting.

3. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

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