Lion Rock Group Limited — Proxy Solicitation & Information Statement 2012

Mar 8, 2012

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 licensed securities dealer 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 1010 Printing Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or the 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 loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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1010 PRINTING GROUP LIMITED 匯星印刷集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock code: 1127)

PROPOSED GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS

A notice dated 9 March 2012 convening the annual general meeting of 1010 Printing Group Limited to be held at 26th Floor, 625 King's Road, North Point, Hong Kong, on Monday, 16 April 2012 at 10:00 a.m. is set out on pages 13 to 16 of this circular. Whether or not you intend to attend such meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not prelude shareholders from attending and voting at the meeting or any adjourned meeting if they so wish.

*For identification only

9 March 2012

CONTENTS

page

DEFINITIONS....................................................................................................................................... 1
LETTER FROM THE BOARD
1. Introduction................................................................................................................................ 3
2. General mandates to issue and repurchase Shares..................................................................... 3
3. Re-election of retiring directors................................................................................................. 4
4. Responsibility statement............................................................................................................ 4
5. Annual general meeting............................................................................................................. 4
6. Listing rules requirement .......................................................................................................... 5
7. Recommendation ....................................................................................................................... 5
APPENDIX I – Explanatory statement............................................................................................... 6
APPENDIX II – Biographical details of the retiring directors to be re-elected .............................. 9
NOTICE OF ANNUAL GENERAL MEETING.............................................................................. 13

i

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at 26th Floor, 625 King’s Road, North Point, Hong Kong on Monday, 16 April 2012 at 10:00 a.m. “AGM Notice” the notice dated 9 March 2012 convening the AGM as set out on pages 13 to 16 of this circular “associate” the same meaning ascribed thereto in the Listing Rules “Board” the Board of Directors “Bye-laws” the Bye-laws of the Company “Cinderella Media” Cinderella Media Group Limited (stock code: 550), an intermediate holding company of the Company, a company continued in Bermuda with limited liability and the shares of which are listed on the Stock Exchange “Company” 1010 Printing Group Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange “Director(s)” Director(s) of the Company “ER2” ER2 Holdings Limited, a company incorporated in Hong Kong with limited liability and the ultimate holding company of the Company “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Latest Practicable Date” 5 March 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Ordinary Resolution(s)” the proposed ordinary resolution(s) as referred to in the AGM Notice “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company “Share Issue Mandate” a general mandate proposed to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with Shares during the relevant period as set out in Ordinary Resolution No. 5 up to a maximum of 20% of issued share capital of the Company as at the date of passing Ordinary Resolution No. 5

1

DEFINITIONS

“Share Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase Shares during the relevant period as set out in Ordinary Resolution No. 6 up to a maximum of 10% of issued share capital of the Company at the date of passing Ordinary Resolution No. 6 “Shareholder(s)” Shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

2

LETTER FROM THE BOARD

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1010 PRINTING GROUP LIMITED 匯星印刷集團有限公司* (Incorporated in Bermuda with limited liability)

(Stock code: 1127)

Executive Directors: Yang Sze Chen, Peter Lau Chuk Kin Choi Ching Kam, Dora

Independent Non-Executive Directors: Yeung Ka Sing (Chairman) Lee Hau Leung Tsui King Chung, David Ng Lai Man, Carmen

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Principal place of business in Hong Kong: Suite 1704, 17/F 625 King’s Road North Point Hong Kong

9 March 2012

To the Shareholders

Dear Sir and Madam,

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS

1. INTRODUCTION

The purpose of this document is to provide Shareholders with details regarding the renewal of the general mandates to allot, issue and deal with Shares and to repurchase Shares and the proposed reelection of retiring directors to be dealt with at the AGM.

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the AGM, separate ordinary resolutions will be proposed to (a) renew the general mandates given to the Directors (i) to allot, issue and otherwise deal with Shares or options, warrants or similar rights to subscribe for any Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of such resolution; and (ii) to repurchase Shares, the aggregate nominal amount of which does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of such resolution; and (b) add to the general mandate for the issue of Shares granted to the Directors any Shares representing the aggregate nominal amount of any Shares repurchased by the Company.

• For identification only

3

LETTER FROM THE BOARD

In June 2011, a general unconditional mandate was granted to the Directors. Such mandate will lapse at the conclusion of the coming AGM, unless renewed at the AGM. Ordinary Resolutions Nos. 5, 6 and 7 will be proposed at the AGM to renew these mandates. With reference to these resolutions, the Directors have no present intention to repurchase any Shares pursuant to the relevant mandates.

The Share Repurchase Mandate would continue in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or the Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held or until the Share Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever is the earliest.

An explanatory statement to provide Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolutions concerning the Share Repurchase Mandate is set out in Appendix I to this circular.

3. RE-ELECTION OF RETIRING DIRECTORS

In accordance with No. 83(2) of the Bye-laws, all directors will retire at the forthcoming annual general meeting and, being eligible, will 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 II to this circular.

4. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules as may be amended, modified or supplemented from time to time 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, (a) the information contained in this circular is accurate and complete in all material respects and not misleading; (b) there are no other matters the omission of which would make any statement in this circular misleading; and (c) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

5. ANNUAL GENERAL MEETING

Set out on pages 13 to 16 of this circular is the AGM Notice convening the AGM at which, inter alia, Ordinary Resolutions will be proposed to approve the Share Issue Mandate, the Share Repurchase Mandate, the extension of the Share Issue Mandate and the re-election of retiring Directors.

A form of proxy for the use at the AGM is enclosed with this circular. Whether or not you intend to attend such meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting. Completion and return of the form of proxy will not prelude Shareholders from attending and voting at the AGM if they so wish.

4

LETTER FROM THE BOARD

6. LISTING RULES REQUIREMENT

According to rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll.

7. RECOMMENDATION

The Board is of the opinion that the proposals referred to above are in the interests of the Company and its Shareholders and therefore recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully, By Order of the Board Lau Chuk Kin Director

5

EXPLANATORY STATEMENT

APPENDIX I

This explanatory statement relates to the ordinary resolutions proposed to be passed at the AGM for the grant of a general mandate to the Board to repurchase Shares of the Company through Stock Exchange. It contains all the information required by the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against such ordinary resolutions.

1. REGULATIONS OF THE LISTING RULES

(a) Source of funds

Repurchases must be funded out of funds legally available for the purpose in accordance with the memorandum of association and Bye-laws of the Company and the Companies Act 1981 of Bermuda (the “Companies Act”). A listed company may not repurchase its own securities on Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the rules of the Stock Exchange.

(b) Connected parties

Under the Listing Rules, a company shall not knowingly repurchase shares from a connected person (as defined under the Listing Rules) and a connected person shall not knowingly sell his shares to the company. As at the Latest Practicable Date and to the best of the knowledge of the Directors who have made all reasonable enquires, none of the Directors or their associates had a present intention to sell Shares to the Company.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 500,000,000 Shares of HK$0.01 each.

If Ordinary Resolution no. 6 is passed at the AGM, and assuming that no Shares are issued or repurchased by the Company prior to the date of the AGM, up to 50,000,000 Shares, representing 10% of the issued share capital of the Company may be repurchased by the Company.

3. REASONS FOR REPURCHASES

The Board believes that it is in the interests of the Company and its Shareholders for the Board to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market at any appropriate time. Such repurchase may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

4. GENERAL

There may be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the 2011 annual report of the Company) in the event that the Share Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Share Repurchase Mandate to such an extent that there would be a material adverse effect on the working capital requirements or the gearing levels of the Company and its subsidiaries which in the opinion of the Directors are appropriate from time to time.

6

EXPLANATORY STATEMENT

APPENDIX I

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, it will exercise the Share Repurchase Mandate in accordance with the Listing Rules, the memorandum of association and Bye-laws of the Company and the applicable laws of Bermuda.

6. EFFECT OF THE TAKEOVERS CODE

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 acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. The Directors are not aware of any consequence which would arise under the Takeovers Code as a result of any repurchase of Shares if the Share Repurchase Mandate is exercised in full.

As at the Latest Practicable Date and to the best knowledge of the Directors, the substantial Shareholders of the Company are as follows:

		Approximately	% shareholding
			If Repurchase
	Number of	As at the Latest	Mandate is
Name of Substantial Shareholders	Shares held	Practicable Date	exercised in full
Mr. Lau Chuk Kin (Note)	307,269,028	61.45%	68.28%
ER2 (Note)	307,157,400	61.43%	68.26%
City Apex Limited (Note)	306,894,431	61.38%	68.20%
Cinderella Media (Note)	299,894,907	59.98%	66.64%
Recruit (BVI) Limited (Note)	299,894,907	59.98%	66.64%
Mr. Chen Huang Zhi	56,818,055	11.36%	12.63%

Note:

Of the 307,269,028 shares held by Mr. Lau Chuk Kin, 299,894,907 shares, 6,999,524 shares and 262,969 shares are beneficially owned by Recruit (BVI) Limited, a wholly owned subsidiary of Cinderella Media, City Apex Limited and ER2 respectively. As at the Latest Practicable Date, Cinderella Media was owned as to 55.49% by City Apex Limited, as to 0.70% by ER2 and as at 0.91% by Mr. Lau Chuk Kin personally. ER2 was the ultimate holding company of City Apex Limited. Mr. Lau Chuk Kin owned 67% of the issued share capital of ER2 and accordingly, he is deemed to be interested in the said shares pursuant to Part XV of the Securities and Futures Ordinance.

In the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the ordinary resolution to be proposed at the AGM, the shareholding of the substantial shareholders in the Company would be increased to approximately the percentages as set out opposite their respective names in the table above. Such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. In any event, the Directors do not intend to exercise the Repurchase Mandate to an extent which will trigger off the mandatory offer requirement pursuant to the rules of the Takeovers Code.

Assuming that there is no issue of Shares between the date of this circular and the date of a repurchase, an exercise of the Share Repurchase Mandate, whether in whole or in part, may result in the Shares being held by public falling below the relevant prescribed minimum percentage as required by the Stock Exchange. The Directors do not intend to exercise the Share Repurchase Mandate to such an extent that the public shareholding will be less than such minimum percentage.

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APPENDIX I EXPLANATORY STATEMENT

7. SHARE REPURCHASE MADE BY THE COMPANY

No purchase of Shares has been made by the Company in the six months preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.

8. CONNECTED PERSONS

As at the Latest Practicable Date, none of the Directors or, to the best of their knowledge, having made all reasonable enquiries, their respective associates, had any present intention to sell any of the Shares to the Company or its subsidiaries if the Share Repurchase Mandate is approved at the AGM and is exercised.

As at the Latest Practicable Date, no connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell any of the Shares to the Company, or has undertaken not to do so, if the Share Repurchase Mandate is approved at the AGM and is exercised.

9. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on Stock Exchange from 25 July 2011 (the listing date of the Company) and up to the Latest Practicable Date were as follows:

	Share Price
	Highest	Lowest
	HK$	HK$
2011
July (from the listing date of the Company)	0.750	0.600
August	0.610	0.450
September	0.530	0.430
October	0.550	0.101
November	0.520	0.460
December	0.520	0.470
2012
January	0.470	0.435
February	0.600	0.455
March (up to and including the Latest Practicable Date)	0.560	0.530

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BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

The details of the retiring directors proposed to be re-elected at the AGM are set out as follows:

Mr. Yang Sze Chen, Peter, aged 73, was appointed as deputy chairman and an executive Director on 23 June 2011. Mr. Yang has been responsible for the overall management of the Group since he joined in February 2009. He graduated from the London School of Printing and Graphic Arts (currently known as London College of Communication) in 1958. Mr. Yang has over 50 years of experience in the printing industry. He is the founder of a premier book printing company in Hong Kong. Mr. Yang does not hold and has not held any directorships in other listed public companies in the past three years.

As at the Latest Practicable Date, Mr. Yang has personal interest in share options granted by Cinderella Media to subscribe for 1,200,000 shares of Cinderella Media at exercise prices of HK$1.636 per share within the meaning of Part XV of the SFO. Save as aforesaid, Mr. Yang does not have any relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company. Mr. Yang has entered into a service contract with the Company for a period of three years started from the listing date of the Company subject to retirement by rotation and re-election in accordance with the Bye-laws. Pursuant to the service contract, total director’s emolument of HK$1,586,000 was paid to Mr. Yang for the year ended 31 December 2011. The director’s emolument is to be determined and subject to the review by the remuneration committee of the Company with reference to his contribution in terms of time, effort and his expertise on an annual basis.

Save as disclosed herein, there is no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the shareholders’ attentions.

Mr. Lau Chuk Kin, aged 59, was appointed as an executive Director on 16 March 2011. Mr. Lau has been responsible for the overall strategic formulation of the Group since the Group commenced its printing business in 2005. Mr. Lau is an executive director of Cinderella Media and was formerly the managing director of an executive search consultancy in Hong Kong. He also founded a main board listed printing company. Mr. Lau obtained a Bachelor of Arts degree from the United States and a Master of Business Administration degree from the Chinese University of Hong Kong. Mr. Lau is the compliance officer of the Group. Save as disclosed above, Mr. Lau does not hold and has not held any directorships in other listed companies in the last three years.

As at the Latest Practicable Date, Mr. Lau is a director of ER2, a substantial shareholder of the Company. Mr. Lau is interested in 67% of the issued share capital of ER2. Mr. Lau is interested in 307,269,028 shares of the Company within the meaning of Part XV of the SFO. Save as aforesaid, Mr. Lau does not have any relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company. Mr. Lau has entered into a service contract with the Company for a period of three years started from the listing date of the Company subject to retirement by rotation and re-election in accordance with the Bye-laws. Pursuant to the service contract, total director’s emolument of HK$450,000 was paid to Mr. Lau for the year ended 31 December 2011. The director’s emolument is to be determined and subject to the review by the remuneration committee of the Company with reference to his contribution in terms of time, effort and his expertise on an annual basis.

Save as disclosed herein, there is no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the shareholders’ attentions.

Ms. Choi Ching Kam, Dora, aged 47, was appointed as an executive Director on 16 March 2011. Ms. Choi is responsible for the human resources function and development of the publishing services of the Group. Ms. Choi has over 20 years of experience in mainstream publishing in Hong Kong. She joined

9

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

Cinderella Media in 2002. Ms. Choi obtained a diploma in Chinese Language and Literature from Hong Kong Shue Yan College, the predecessor of Hong Kong Shue Yan University. Ms. Choi does not hold and has not held any directorships in other listed companies in the last three years.

As at the Latest Practicable Date, Ms. Choi is interested in 300,000 shares of Cinderella Media and share options granted by Cinderella Media to subscribe for 300,000 shares and 600,000 shares of Cinderella Media at exercise prices of HK$0.93 per share and HK$1.636 per share respectively within the meaning of Part XV of the SFO. Save as aforesaid, Ms. Choi did not have any relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company. Ms. Choi has entered into a service contract with the Company for a period of three years started from the listing date of the Company subject to retirement by rotation and re-election in accordance with the Bye-laws. Pursuant to the service contract, total director’s emolument of HK$796,000 was paid to Ms. Choi for the year ended 31 December 2011. The director’s emolument is to be determined and subject to the review by the remuneration committee of the Company with reference to her contribution in terms of time, effort and her expertise on an annual basis.

Save as disclosed herein, there is no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the shareholders’ attentions.

Mr. Yeung Ka Sing, SBS, MBE, JP, aged 70, joined the Group and was appointed as an independent nonexecutive Director and the chairman of the Company on 23 June 2011. Mr. Yeung is currently the chairman of the Hong Kong Housing Society. Mr. Yeung has served on several major government advisory committees and boards, including the chairman of the Community Investment and Inclusion Fund Committee, a member of the Council of the City University of Hong Kong and a member of the Council of the Hong Kong Management Association. He is also a member of the general committee of the Employers’ Federation of Hong Kong. He was the head of corporate human resources of the Hong Kong and China Gas Company Limited (stock code: 0003) before his retirement in 2006. Mr. Yeung does not hold and has not held any directorships in other listed companies in the last three years.

As at the Latest Practicable Date, Mr. Yeung did not have any interests in the shares of the Company within the meaning of Part XV of the SFO nor did he have any relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company. Mr. Yeung has entered into a service contract with the Company for a period of three years started from the listing date of the Company subject to retirement by rotation and re-election in accordance with the Bye-laws. Pursuant to the service contract, a director’s fee of HK$90,000 was paid for his services for the year ended 31 December 2011. The director’s fee was determined and approved by the Board with reference to his contribution in terms of time, effort and his expertise and will be reviewed on an annual basis.

Save as disclosed herein, there is no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the shareholders’ attentions.

Prof. Lee Hau Leung, aged 59, joined the Group and was appointed as an independent non-executive Director of the Company on 23 June 2011. He is the Thoma Professor of Operations, Information and Technology at the Graduate School of Business at Stanford University. He is the founding and current director of the Stanford Global Supply Chain Management Forum, an industry academic consortium to advance the theory and practice of global supply chain management. He is also the Director of the Stanford Institute for Innovations in Developing Economies. Prof. Lee was elected to the National Academy of Engineering in 2010, and is a fellow of the Manufacturing and Service Operations Management Society in 2001, a fellow of the Institute for Operations Research and the Management

10

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

Sciences in 2005, and a fellow of the Production and Operations Management Society in 2005. Prof. Lee obtained his Bachelor of Social Science degree from the University of Hong Kong, his Master of Science degree in Operational Research from the London School of Economics and Political Science, University of London, and his Master of Science and Doctorate degree from the University of Pennsylvania. Prof. Lee is an independent external director of Pericom Semiconductor Corporation, a public company on NASDAQ in the U.S., and Esquel Group. He was an independent non-executive director of Integrated Distribution Services Group Limited, which withdrew its listing on the Stock Exchange on 1 November 2010, for the period from November 2004 to November 2010. Save as disclosed above, Prof. Lee does not hold and has not held any directorships in other listed companies in the last three years.

As at the Latest Practicable Date, Prof. Lee did not have any interests in the shares of the Company within the meaning of Part XV of the SFO nor did he have any relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company. Prof. Lee has entered into a service contract with the Company for a period of three years started from the listing date of the Company subject to retirement by rotation and re-election in accordance with the Bye-laws. Pursuant to the service contract, a director’s fee of HK$60,000 was paid for his services for the year ended 31 December 2011. The director’s fee was determined and approved by the Board with reference to his contribution in terms of time, effort and his expertise and will be reviewed on an annual basis.

Save as disclosed herein, there is no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the shareholders’ attentions.

Mr. Tsui King Chung, David, aged 65, joined the Group and was appointed as an independent nonexecutive Director on 23 June 2011. Mr. Tsui started his career in information technology in 1970 and has held a number of key positions in various banks in Hong Kong. He was the president and chief executive officer of Hong Leong Credit Berhad (now known as Hong Leong Financial Group Berhad), a listed company in Malaysia before his retirement in 2006. Mr. Tsui does not hold and has not held any directorships in other listed companies in the last three years.

As at the Latest Practicable Date, Mr. Tsui did not have any interests in the shares of the Company within the meaning of Part XV of the SFO nor did he have any relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company. Mr. Tsui has entered into a service contract with the Company for a period of three years started from the listing date of the Company subject to retirement by rotation and re-election in accordance with the Bye-laws. Pursuant to the service contract, a director’s fee of HK$90,000 was paid for his services for the year ended 31 December 2011. The director’s fee was determined and approved by the Board with reference to his contribution in terms of time, effort and his expertise and will be reviewed on an annual basis.

Save as disclosed herein, there is no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the shareholders’ attentions.

Dr. Ng Lai Man, Carmen, aged 47, was appointed as an independent non-executive Director on 23 June 2011. Dr. Ng has more than 20 years of experience in professional accounting and corporate finance in Hong Kong, the PRC, the United States and Europe. Dr. Ng is a practising certified public accountant in Hong Kong, a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants in the United Kingdom and an associate member of the Institute of Chartered Accountants in England and Wales. Dr. Ng received her Doctor of Business Administration degree from the Hong Kong Polytechnic University, Juris Doctor degree from the Chinese

11

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

University of Hong Kong, Master of Laws degree in Corporate and Financial Law from the University of Hong Kong, Master of Business Administration degree from the Chinese University of Hong Kong, and Master of Professional Accounting degree from the Hong Kong Polytechnic University. Dr. Ng is currently an independent non-executive director of Cheong Ming Investments Limited (stock code: 1196), Goldin Properties Holdings Limited (stock code: 283) and eSun Holdings Limited (stock code: 571), all being companies listed on the Stock Exchange. Save as disclosed above, Dr. Ng does not hold and has not held any directorships in other listed companies in the last three years.

As at the Latest Practicable Date, Dr. Ng did not have any interests in the shares of the Company within the meaning of Part XV of the SFO nor did she have any relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company. Dr. Ng has entered into a service contract with the Company for a period of three years started from the listing date of the Company subject to retirement by rotation and re-election in accordance with the Bye-laws. Pursuant to the service contract, a director’s fee of HK$90,000 was paid for her services for the year ended 31 December 2011. The director’s fee was determined and approved by the Board with reference to her contribution in terms of time, effort and his expertise and will be reviewed on an annual basis.

Save as disclosed herein, there is no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the shareholders’ attentions.

12

NOTICE OF ANNUAL GENERAL MEETING

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1010 PRINTING GROUP LIMITED 匯星印刷集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock code: 1127)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the members of 1010 Printing Group Limited (the “Company”) will be held at 26th Floor, 625 King’s Road, North Point, Hong Kong on Monday, 16 April 2012 at 10:00 a.m. for the following purposes:-

Ordinary Business

1. To receive and consider the audited financial statements and the reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 December 2011;

2. To declare final dividend for the year ended 31 December 2011;

3. (A) (i) To re-elect Mr. Yang Sze Chen, Peter as executive director;

   • (ii) To re-elect Mr. Lau Chuk Kin as executive director;

   • (iii) To re-elect Ms. Choi Ching Kam, Dora as executive director;

   • (iv) To re-elect Mr. Yeung Ka Sing as independent non-executive director;

   • (v) To re-elect Prof. Lee Hau Leung as independent non-executive director;

   • (vi) To re-elect Mr. Tsui King Chung, David as independent non-executive director;

   • (vii) To re-elect Dr. Ng Lai Man, Carmen as independent non-executive director; and

4. (B) To authorise the Board of Directors to fix their remuneration for the year ending 31 December 2012;

5. To re-appoint BDO Limited as the Company’s auditor and authorise the directors to fix their remuneration;

Special Business

1. As special business, to consider and, if thought fit, pass the following resolution, with or without amendments, as an ordinary resolution:-

“THAT:-

• (A) subject to paragraph (C) below, pursuant to the Rules (the “Listing 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 during the Relevant Period (as defined below) of

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NOTICE OF ANNUAL GENERAL MEETING

all the powers of the Company to allot, issue and otherwise deal with unissued shares (the “Shares”) in the capital of the Company or securities convertible into Shares and to make or grant offers, agreement and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (B) the approval in paragraph (A) above shall authorise the directors of the Company 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;

• (C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (A) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed 20 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 purpose of this resolution:

“Relevant Period” means the period from the date of 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, the Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.

“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the directors of the Company to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the directors of the Company 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. As special business, to consider and, if thought fit, pass the following resolution, with or without amendments, as an ordinary resolution:-

“THAT:-

• (A) subject to paragraph (B) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all powers of the Company to purchase Shares in the capital of the Company on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “SFC”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules

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NOTICE OF ANNUAL GENERAL MEETING

and regulations of the SFC, the Stock Exchange, the Companies Act 1981 of Bermuda and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (B) the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (A) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority granted pursuant to paragraph (A) of this resolution shall be limited accordingly; and

• (C) for the purposes of this resolution, “Relevant Period” means the period from the date of 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, the Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held; and

  • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”

• As special business, to consider and, if thought fit, pass the following resolution, with or without amendments, as an ordinary resolution:-

“THAT conditional upon the resolutions set out in items 5 and 6 in the notice convening this meeting being duly passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot and issue Shares pursuant to the resolution set out in item 5 in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company under the authority granted pursuant to the resolution set out in item 6 in the notice convening this meeting, provided that such an amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution.”

1. To transact any other business of the Company.

By Order of the Board Lau Chuk Kin Director

Hong Kong, 9 March 2012

Principal Office: Registered Office: Suite 1704, 17/F, 625 King’s Road Clarendon House North Point, 2 Church Street Hong Kong Hamilton HM 11, Bermuda

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his instead and any member who is the holder of 2 or more shares in the Company is entitled to appoint more than one proxy to attend and vote in his stead. A proxy need not be a member of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

1. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending the meeting should you so wish.

2. As at the date of this notice, the Board comprises Yang Sze Chen, Peter, Lau Chuk Kin, Choi Ching Kam, Dora as executive directors, Yeung Ka Sing, Lee Hau Leung, Tsui King Chung, David and Ng Lai Man, Carmen as independent non-executive directors.

3. For identification only

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