LARK DISTILLING CO. LTD — Capital/Financing Update 2008

Mar 2, 2008

MONTEC INTERNATIONAL LIMITED ABN 62 104 600 544

NOTICE OF GENERAL MEETING

Incorporating

EXPLANATORY MEMORANDUM

and

PROXY FORM

to be held at 2.00pm on Monday 31 March 2008 at the offices of Deacons Level 18 Grosvenor Place 225 George Street SYDNEY NSW 2000

Registered Office: Level 5 255 George Street GPO Box 4231 SYDNEY NSW 2001 Telephone (02) 9252 1933 Facsimile (02) 9252 0188

ABN 62 104 600 544

MONTEC INTERNATIONAL LIMITED

NOTICE OF MEETING

The General Meeting (“the Meeting”) of Montec International Limited (“the Company”) will be held at the offices of Deacons Level 18, Grosvenor Place, 225 George Street, SYDNEY NSW 2000 on Monday 31 March 2008 at 2.00pm.

The Explanatory Memorandum which accompanies and forms part of this Notice describes in more detail the matters to be considered. Shareholders should read the Explanatory Memorandum in full. Words used in the Explanatory Memorandum will, unless the context otherwise requires, have the same meaning as in this Notice.

Resolution 1 – Approval of issue of securities

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 37,841,129 Shares at AUD$0.03 per Share and 19,986,303 Options to Puji in the manner set out in the Explanatory Memorandum which accompanies this Notice.”

Voting exclusion applicable to Resolution

The Company will disregard any votes cast on this Resolution by:

• any person who may participate in the proposed issue of the Shares and Options described in the Resolution and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if the Resolution is passed; and

• any associate of such person(s).

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated 18 February 2008

BY ORDER OF THE BOARD

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N J V Geddes

Company Secretary

MONTEC INTERNATIONAL LIMITED ABN 62 104 600 544

SECTION 2 - GLOSSARY

The following words used in the Notice and Explanatory Memorandum have the following meanings:

ASX means Australian Securities Exchange operated by ASX Limited.

Board means the board of directors of the Company.

Company and Montec means Montec International Limited ACN 104 600 544.

Corporations Act means Corporations Act 2001 (Cth).

Explanatory Memorandum means the explanatory memorandum which accompanies, and is incorporated as part of, this Notice.

Listing Rules means the listing rules of the ASX.

Meeting means the general meeting of the members of the Company convened by this Notice.

Notice means this notice of general meeting of the Company.

Options means unlisted options to subscribe for Shares, the terms of which are set out in Annexure A to this Notice.

Placement means the private placement to Puji of a total of 37,841,129 Shares at AUD$0.03 per Share (and 19,986,303 Options), to raise AUD$1,135,234 as outlined further in the Explanatory Memorandum.

Puji means Puji Wealth Management (SH) Co., Limited or a nominee that is either an affiliate or subsidiary of Puji Wealth Management (SH) Co., Limited or an entity within the Puji Holdings Ltd group of companies.

Resolution means the resolution set out in the Notice.

Shareholders means the holders of shares in the Company.

Shares means fully paid ordinary shares in the capital of the Company.

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MONTEC INTERNATIONAL LIMITED ABN 62 104 600 544

SECTION 3 - EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to assist Shareholders in considering the proposed Resolution and in deciding how to vote on the proposed Resolution set out in the Notice. It is part of, and should be read in conjunction with, the Notice.

Background to Placement

The directors of the Company seek the approval of Shareholders for the issue of 37,841,129 Shares in the Company at an issue price of AUD$0.03 and the grant of 19,986,303 Options to Puji. The Placement to Puji is subject to Shareholder approval for the purposes of Listing Rule 7.1.

Each Option carries the right to subscribe for 1 new Share on payment of the exercise price of AUD$0.10. No additional consideration will be paid for the issue of the Options. The Options expire on 31 December 2008. Any Shares issued upon exercise of the Options will rank equally with all existing Shares in the Company. The full terms of the Options are set out in Annexure A to this Notice.

Summary and purpose of the Resolution - Placement

The Placement is the foundation for the development of a strategic relationship with Puji, which will provide significant support and impetus to both Montec’s product marketing activities and in identifying and developing opportunities for expansion through acquisition.

In commenting on this new and timely strategic relationship with Puji, Mr Peter Herd, Managing Director of Montec said,

“Puji is a rapidly growing financial services and investment group, encompassing private equity, wealth management, property investment and mortgage broking services in the Peoples’ Republic of China and holds a portfolio of wealth management assets.”

Puji’s property interests include a joint venture with the Constellation Hotel Group to develop and manage mid-tier hotels in China. Puji is also the largest mortgage broking group in Shanghai and a leading mortgage arranger for the Bank of China and ICBC. Puji is currently raising funds in association with a leading international investment bank to facilitate merger and acquisition opportunities in China.

Listing Rule 7.1 provides that an ASX listed company may not issue more than 15% of the equity securities the Company has on issue in any 12 month period without shareholder approval.

As outlined in the Notice, Shareholder approval is sought for the purposes of Listing Rule 7.1 and for all other purposes for the Placement described above. The Placement will represent 19.99% of the Company’s total issued share capital and accordingly, is subject to Shareholder approval under Listing Rule 7.1. Shareholder approval will allow the Company to issue the Shares and Options under the Placement and provide the Company with flexibility during the next 12 month period to issue further equity securities within its 15% placement capacity.

All the Shares and Options to be issued under the Placement will be issued as soon as practicable after the Meeting. In any event, the Shares and Options will be issued no later than 3 months after the date of the Meeting.

The Company presently intends that the funds raised by the Placement will be used to fund the Company’s capital requirements as well as providing working capital for the continued expansion of its products in the Chinese market.

The Board unanimously recommends that Shareholders vote in favour of the Resolution.

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MONTEC INTERNATIONAL LIMITED ABN 62 104 600 544

NOTES

How to vote

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the member’s behalf. If the member is entitled to cast two or more votes at the meeting, the member may appoint not more than two proxies to attend and vote on the member’s behalf.

2. If a member appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the member’s votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.

3. A proxy need not be a member of the Company.

4. To appoint a proxy (or two proxies), a proxy form must be signed by the member or the member’s attorney duly authorised in writing. If the member is a corporation, the proxy form must be signed either under the corporation’s common seal (if any) or under the hand of its attorney or officer duly authorised.

5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery or fax:

Montec International Limited

C/- Australian Company Secretaries Pty Ltd

Street address : Level 5, 255 George Street, Sydney NSW 2000 Mailing address : GPO Box 4231, Sydney NSW 2001

Fax: (02) 9252 0188

provided that members who forward their proxy forms by fax are required to make available the original executed form of the proxy for production, if called upon at the meeting to do so.

1. A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company’s members. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

2. For the purposes of the General Meeting, persons on the register of members as at close of business on Friday 28 March 2008 will be treated as members. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to vote in respect of that share.

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MONTEC INTERNATIONAL LIMITED ABN 62 104 600 544

Annexure A –Terms and Conditions of Options

The Options (to be issued under the Placement) if the Resolution is passed, will be issued on the following terms:

Entitlement to ordinary shares

The optionholder is entitled on payment of AUD$0.10 for each Option ( Exercise Price ) to be issued one Share for each Option exercised.

Exercise period

The Options are exercisable in whole, or subject to minimum requirements, in part at any time until 5pm on 31 December 2008 ( Exercise Period ). Any Options not exercised on or before that date will automatically lapse.

Method of exercise

An Option is exercisable by the optionholder completing and signing a notice of exercise of Options, a copy of which may be obtained from the Company on request, and lodgement of the completed notice at the registered office of the Company or the office of the Company’s share registry in Australia, together with payment in cleared funds of the Exercise Price. The minimum number of Options which may be exercised at any time is the number required for the number of Shares to be issued to constitute a marketable parcel (as defined in the Listing Rules) except where less than the number of Options which would create a marketable parcel is held, in which case all Options then held by the optionholder must be exercised.

Completed notices of exercise and the Exercise Price for each Option exercised must be received by the Company or the Company’s share registry before the expiry of the Exercise Period.

Rights of Shares allotted on exercise

The Company will make application for quotation of the new Shares allotted on exercise of the Options in accordance with the Listing Rules. Shares allotted on exercise of the Options will rank equally in all respects with existing issued Shares.

Non-Quotation

The Options will not be listed for quotation on ASX or any other stock exchange.

Reconstruction of capital

If, during the currency of the Options, the issued capital of the Company is reconstructed (including capital reductions and share consolidations and divisions) the rights of the optionholders will be changed to the extent necessary to comply with the applicable Listing Rules, but in all respects the Exercise Period for the exercise of the Options will remain unchanged.

Bonus issue

If during the currency of the Options, there is a bonus issue to the holders of the issued Shares of the Company, the number of ordinary shares over which the Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

Participating rights and entitlements

The Options carry no right (without exercising the Options) to participate in any rights issue which may be offered by the Company to its Shareholders after the date of the issue of the Options. However, the Company must give prior notice to the optionholders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules and optionholders have the right to exercise the Options prior to the record date for determining entitlements.

Transfer

Options may not be transferred at any time.

Amendments

Despite anything else contained in their terms to the contrary, these terms and conditions may be changed by the Company to the extent it reasonably considers to be necessary to comply with the Listing Rules, particularly as they may apply to a reconstruction or reorganisation of the capital of the Company at the time of reorganisation or reconstruction.

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PROXY FORM

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MONTEC INTERNATIONAL LIMITED
ABN 62 104 600 544
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I/We........................................................................................................................................ (PLEASE PRINT NAME) Of........................................................................................................................................... (ADDRESS) Being a member/members of Montec International Limited A Appoint ................................................................................................... (PLEASE PRINT NAME) or failing the person so named (or if no person is named) the Chairman of the Meeting as proxy to vote in accordance with the following directions (or if no directions have been given as the proxy or the Chairman sees fit) at the General Meeting of members of Montec International Limited to be held on Monday 31 March 2008 commencing a 2.00pm and at any adjournment.

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B Business For Against Abstain
Resolution 1 – Placement
C If Appointing a Second Proxy
%
State here the percentage of your voting rights
Or Or
Number
the number of shares applicable to this Form
D Insert your daytime telephone number (S T D )
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E Signature(s)
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Signatures if Corporate Shareholder (See Note E) Executed in accordance with section 127 of the Corporations Act

Director/Sole Director sign and print name Director/Secretary sign and print name

Note: For your proxy to be entitled to vote your shares at the Meeting, the completed Proxy Form must be received by the Company not later than 48 hours prior to the Meeting.

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MONTEC INTERNATIONAL LIMITED ABN 62 104 600 544

INSTRUCTION FOR COMPLETION OF PROXY FORM:

Your vote is important. Please direct your proxy how to vote. For your proxy to be entitled to vote your shares at the Meeting, the Company must receive the completed Proxy Form not later than 48 hours prior to the Meeting. Any proxy received after this deadline will be treated as invalid.

A. Appoint

Insert here the name of the person you wish to appoint as proxy. Members cannot appoint themselves. If you submit a Proxy Form which does not name a person to act as your proxy, the Chairman of the Meeting will act as your proxy. You can vote your shares by proxy even if you plan to attend the Meeting.

B. Business

If you wish to direct your proxy how to vote on any item, place a mark in the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, split your voting direction by inserting the number of shares you wish to vote in the appropriate box. The vote will be invalid if a mark is made against more than one box for a particular item or if the total shareholding shown in “For”, “Against” and “Abstain” boxes is more than your total shareholding on the share register.

C. If Appointing a Second Proxy

A member is entitled to appoint up to two persons (whether members or not) to attend the Meeting as proxies and vote. If you wish to appoint two proxies please photocopy your proxy form or obtain another proxy form by calling the Company Secretary on (02) 9252 1933. Both Forms should be completed with the nominated percentage of your voting rights or number of shares on each Form. If you do not specify the nominated percentage of your voting rights or number of shares, each of the proxies may exercise half of the votes. Please return these Proxy Forms together.

D. Insert your daytime telephone number

This is required in case we need to contact you.

E. Signature(s)

This Form must be signed by the member. If the member is an Australian corporation, the Form must be executed in accordance with section 127 of the Corporations Act or by an attorney. If a person who is not the registered shareholder signs this Form then the relevant authority must either have been exhibited previously to the Company or be enclosed with this Form.

Further Important Information

Please return your completed Proxy Form to the Company Secretary c/- Australian Company Secretaries Pty Ltd, at Level 5, 255 George Street, Sydney, NSW, 2000 (GPO Box 4231, Sydney, NSW, 2001). Alternatively, your Form can be faxed to the Company on (02) 9252 0188. To be effective, the Form must be received by the Company at the above address not later than 48 hours prior to the Meeting. If you require further information on how to complete the Proxy Form, telephone the Company Secretary on (02) 9252 1933.

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