Long Investment Corp — Proxy Solicitation & Information Statement 2007

Jul 16, 2007

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 a stockbroker 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 Golden 21 Investment Holdings Limited, you should at once hand this circular together with the form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

GOLDEN 21 INVESTMENT HOLDINGS LIMITED 金豐2 1 投資控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

PROPOSALS FOR BONUS ISSUE OF SHARES, SUBDIVISION OF SHARES, CHANGE OF BOARD LOT SIZE, GENERAL MANDATE TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an Extraordinary General Meeting of Golden 21 Investment Holdings Limited (the “Company”) to be held at Unicorn & Phoenix, Basement 2, The Chaterhouse Hotel, 209-219 Wanchai Road, Hong Kong on Friday, 3 August 2007 at 10:00 a.m. is set out on pages 15 to 17 of this circular.

Whether or not you intend to attend and vote at the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong share registrar, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

17 July 2007

CONTENTS

	Page
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Subdivision of Shares and Change of Board Lot Size . . . . . . . . . . . . . . . . . . . . . . .	5
General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I – Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II – Details of the Directors proposed to be re-elected
at the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

i

EXPECTED TIMETABLE

2007

Bonus Issue

Despatch of the circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 17 July Last day of dealing in Shares cum entitlements to the Bonus Issue . . . . . . . . . . . . . . . . . . . Friday, 27 July First day of dealing in Shares ex-entitlements to the Bonus Issue . . . . . . . . . . . . . . . . . . . Monday, 30 July Latest time for lodging forms of transfer in order to be entitled to the Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 31 July Closure of register of members of the Company for the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 1 August to Friday, 3 August Latest time for lodging forms of proxy for EGM . . . . . . . . . . . . . . . . . 10:00 a.m. on Wednesday, 1 August EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Friday, 3 August Record Date for determining entitlements to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . Friday, 3 August Register of members of the Company re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 6 August Despatch of share certificates for Bonus Shares on or before . . . . . . . . . . . . . . . . . . . . Monday, 13 August First day of dealing in Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 15 August

ii

EXPECTED TIMETABLE

Share Subdivision and change of board lot size

2007 Publication of further announcement for the effectiveness of the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 6 August Effective date of the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 17 August Dealings in the Subdivided Shares commence . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 17 August Original counter for trading in existing Shares in board lots of 2,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 17 August Temporary counter for trading in board lots of 20,000 Subdivided Shares (in the form of the Existing Share Certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 17 August First day of free exchange of Existing Share Certificates for the New Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 17 August Original counter for trading in Subdivided Shares in board lots of 50,000 Subdivided Shares (in the form of New Share Certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 31 August Parallel trading in Subdivided Shares (in the form of New Share Certificates and Existing Share Certificates) commences . . . . . . . . . . . . 9:30 a.m. on Friday, 31 August Temporary counter for trading in board lots of 20,000 Subdivided Shares (in the form of Existing Share Certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 21 September Parallel trading in Subdivided Shares (in the form of New Share Certificates and the Existing Share Certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 21 September Last day for free exchange of Existing Share Certificates for New Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 27 September Matching service for the sale and purchase of odd lots of Subdivided Shares From . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 31 August To . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 21 September

iii

DEFINITIONS

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

“Articles of Association” the Articles of Association of the Company “Board” the board of Directors “Bonus Issue” the proposed issue of Bonus Shares to Shareholders whose names appear on the register of members of the Company at the close of business on Record Date on the basis of one Bonus Share for every one existing Share held on that day “Bonus Shares” new Shares to be issued by way of Bonus Issue by the Company as described herein

“Business Day” a day (other than a Saturday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours “Company” Golden 21 Investment Holdings Limited, a company incorporated in Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange “Director(s)” the director(s) of the Company

“EGM” the extraordinary general meeting of the Company to be convened and held at Unicorn & Phoenix, Basement 2, The Chaterhouse Hotel, 209-219 Wanchai Road, Hong Kong on Friday, 3 August 2007 at 10:00 a.m.

“Existing Share Certificate(s)” existing form of certificates of the Shares

• “Group”

• the Company and its subsidiary

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 12 July 2007, being the latest practicable date for ascertaining certain information prior to bulk printing of the circular

• “Listing Committee” Listing Committee of the Stock Exchange

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “New Share Certificate(s)” form of certificates of the Subdivided Shares

1

DEFINITIONS

“Overseas Shareholders” Shareholder(s) whose name(s) appear(s) on the register of members of the Company as at the close of business on the Record Date and whose address(es) as shown in the register of members on that date is(are) outside Hong Kong “Record Date” 3 August 2007, being the date for determining the entitlement of the Shareholder to the Bonus Shares “Repurchase Mandate” a general unconditional mandate proposed to be granted to the Directors at the EGM to repurchase such number of issued and fully paid Shares of up to 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate

Shareholder(s) whose name(s) appear(s) on the register of members of the Company as at the close of business on the Record Date and whose address(es) as shown in the register of members on that date is(are) outside Hong Kong

“SFO” Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong)

“Share Subdivision” subdivision of every issued or unissued Share into 10 Subdivided Shares

“Share(s)” ordinary share(s) of HK$0.10 each in the capital of the Company

“Shareholder(s)” or “Member(s)” holder(s) of the Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Subdivided Share(s)” ordinary share(s) of par value of HK$0.01 each in the share capital of the Company upon completion of the Share Subdivision

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers and Share Repurchases

“HK$” and “cents” Hong Kong dollars and cents, the lawful currency of Hong Kong “%” per cent.

2

LETTER FROM THE BOARD

GOLDEN 21 INVESTMENT HOLDINGS LIMITED 金豐2 1 投資控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

Executive Directors: Mr. CHAN Chi Hung Mr. LIM Siang Kai Mr. SEE Lee Seng, Reason

Non-Executive Directors:

Mr. CHOY Kwok Hung, Patrick (Chairman) Mr. AU-YONG Shong, Samuel

Independent Non-Executive Directors: Mr. YUE Man Yiu, Matthew Mr. CHUNG Koon Yan Dr. CHING Yih-Gwo Mr. ZHENG Weihe

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

Principal Place of Business in Hong Kong: Room 2609, 26th Floor Great Eagle Centre 23 Harbour Road Wanchai Hong Kong

17 July 2007

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR BONUS ISSUE OF SHARES, SUBDIVISION OF SHARES, CHANGE OF BOARD LOT SIZE, RE-ELECTION OF DIRECTORS, AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

On 26 June 2007, the Board announced, among other things, the proposals for the Bonus Issue, Share Subdivision and change of board lot size.

The purpose of this circular is to provide you with information on (i) the Bonus Issue; (ii) the Share Subdivision and the change of board lot size; (iii) the proposal for granting to the Directors the Repurchase Mandate; and (iv) the ordinary resolution for re-election of Directors.

3

LETTER FROM THE BOARD

PROPOSED BONUS ISSUE

The Board proposes the Bonus Issue to the Shareholders on the basis of one Bonus Share for every one existing Share held on the Record Date. On the basis of 105,420,000 Shares in issue as at the date of this announcement, and assuming no further Shares are issued before the Record Date, 105,420,000 Bonus Shares will be issued pursuant to the Bonus Issue.

The Bonus Shares will rank pari passu in all respects with the existing Shares.

Conditions of the Bonus Issue

The Bonus Issue is conditional upon:

• (1) the approval of the Bonus Issue by the Shareholders at the EGM; and

• (2) the Listing Committee granting the listing of and permission to deal in the Bonus Shares to be issued pursuant to the Bonus Issue.

Subject to fulfillment of the above conditions, certificates for the Bonus Shares are expected to be dispatched to the Shareholders on Monday, 13 August 2007.

Reasons for the Bonus Issue

The Board believes that the Bonus Issue is a return to the long-term support of the Shareholders. The Bonus Issue will also allow the Shareholders to participate in the business growth of the Company by way of capitalization of a portion of the share premium account.

Closure of Register of Members

The register of members of the Company will be closed from Wednesday, 1 August 2007 to Friday, 3 August 2007 (both days inclusive) during which period no transfer of Shares will be effected. In order to qualify for the Bonus Issue, all transfers of Shares must be duly completed, accompanied by the relevant share certificates and lodged with the share registrar of the Company no later than 4:30 p.m. on Tuesday, 31 July 2007.

Overseas Shareholders

As at the Latest Practicable Date, there is one shareholder whom address is at Singapore, the Company will seek legal advice if as at the close of business on the Record Date, there is any Shareholder’s address as recorded on the Register of Members is in a place outside Hong Kong as to whether the Bonus Issue to the Overseas Shareholders may contravene the applicable securities legislation of the relevant overseas places or the requirements of the relevant regulatory body or stock exchange. If, after making such enquiry, the Board is of the opinion that there is no legal restriction under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, such Overseas Shareholders will be permitted to participate in the Bonus Issue. If, however, after making such enquiry, the Board is of the opinion that it would be necessary or expedient, on account either of the legal

4

LETTER FROM THE BOARD

restriction under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, not to offer to such Overseas Shareholders, no issue of the Bonus Shares will be made to such Overseas Shareholders. Such Overseas Shareholders receiving a copy of the circular concerning this Bonus Issue outside Hong Kong may not treat the same as an invitation to participate in the Bonus Issue unless such invitation could lawfully be made to him/her without having to comply with any registration or other legal requirements in the relevant territory.

In the circumstance, such Overseas Shareholders will not be permitted to participate in the Bonus Issue. Arrangements will then be made for the Bonus Shares which would otherwise have been issued to the Overseas Shareholders to be sold in the market as soon as practicable after dealings commence, if a premium, net of expenses, can be obtained. Any net proceeds of such sale for each Overseas Shareholder, after deduction of expenses, of HK$100 or more will be distributed in Hong Kong dollars to the relevant Overseas Shareholders, by post at his own risk, unless the amount falling to be distributed to any such person is less than HK$100 in which case it will be retained for the benefit of the Company.

Overseas Shareholders should note the above and take necessary actions before the Record Date in order to entitle to the Bonus Shares.

PROPOSED SUBDIVISION OF SHARES AND CHANGE OF BOARD LOT SIZE

The Board proposes that each of the existing issued and unissued Shares of par value of HK$0.1 each in the share capital of the Company be subdivided into 10 shares of par value of HK$0.01 each.

The Shares are currently traded in board lots of 2,000 Shares. Upon the Share Subdivision becoming effective, the Subdivided Shares will be traded in board lots of 50,000 Subdivided Shares. The change of board lot size will not result in any change in the relative rights of the Shareholders.

Conditions of the Share Subdivision

The Share Subdivision is conditional, amongst other things, upon:

• (i) the passing of an ordinary resolution by the Shareholders at the EGM for approving the Share Subdivision; and

• (ii) the Listing Committee granting the listing of, and permission to deal in, the Subdivided Shares.

Reason for the Share Subdivision and Change of Board Lot Size

The Board believes that the Share Subdivision and change of board lot size will enable the Company to attract more professional and institutional investors.

Save for the costs to be incurred by the Company in implementing the Share Subdivision, the Share Subdivision will not alter the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders. The Board considers that the Share Subdivision will not have any adverse effect on the financial position of the Company.

5

LETTER FROM THE BOARD

Shareholding Structure

As at the Latest Practicable Date, the authorised share capital of the Company is HK$300,000,000 divided into 3,000,000,000 Shares, of which 105,420,000 Shares are in issue and fully paid. Assuming that no further Shares will be issued after the date of this announcement, upon completion of the Bonus Issue, about 210,840,000 Shares will be in issue and fully paid. Assuming the Bonus Issue shall be effected, the effect of the Share Subdivision on the share capital of the Company is set out as follows:

	Before Share Subdivision	After Share Subdivision
	(assuming no Share is	(assuming no Share is
	issued after the date hereof	issued after the date hereof
	and the Bonus Issue	and the Bonus Issue
	shall have taken effect)	shall have taken effect)
Par value of each share	HK$0.1	HK$0.01
Number of authorised shares	3,000,000,000	30,000,000,000
Authorised share capital	HK$300,000,000	HK$300,000,000
Number of shares in issue	210,840,000	2,108,400,000
Issued share capital	HK$21,084,000	HK$21,084,000
Number of unissued shares	2,789,160,000	27,891,600,000
Unissued share capital	HK$278,916,000	HK$278,916,000

The Subdivided Shares will rank pari passu in all respects with each other and the Share Subdivision will not result in any change in relative rights of the Shareholders.

As at the Latest Practicable Date, there is no outstanding options or warrants in issue convertible into securities of the Company.

Arrangement on Subdivided Shares

It is currently expected that the Share Subdivision will become effective on Friday, 17 August 2007.

The Existing Share Certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Friday, 21 September 2007 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the Existing Share Certificates will continue to be good evidence of legal title to the Subdivided Shares on the basis of one Share for 10 Subdivided Shares and may be exchanged free of charge for the New Share Certificates for Subdivided Shares at any time between Friday, 17 August 2007 and Thursday, 27 September 2007, and on payment of a prescribed fee any time after Thursday, 27 September 2007 at Tengis Limited, the share registrar of the Company, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong. It is expected that the New Share Certificates will be available for collection within a period of 10 business days after the submission of the Existing Share Certificates. The New Share Certificates will be red in color so as to be distinguished from the Existing Share Certificates which are yellow in color.

6

LETTER FROM THE BOARD

Arrangement on odd lot trading

In order to facilitate the trading of odd lots of Subdivided Shares as a result of the Share Subdivision and the change of board lot size, the Company has appointed Hantec International Finance Group Limited to provide matching service to the Shareholders who wish to either to dispose of or top-up their odd lots to a board lot of 50,000 Subdivided Shares from Friday, 31 August 2007 up to and including Tuesday, 21 September 2007. Shareholders who wish to take advantage of this facility should contact Mr. Leung Siu Wa of Hantec International Finance Group Limited at 45/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong (Tel: 2235 7801) during the aforesaid period. Shareholders should note that the matching of the sale and purchase of odd lots of Subdivided Shares is not guaranteed.

Shareholders are recommended to consult their professional advisers if they are in any doubt about the matching facility described above.

Listing and Dealing

An application will be made to the Listing Committee of the Stock Exchange for the granting of listing of, and permission to deal in, the Bonus Shares and the Subdivided Shares.

Subject to the granting of listing of, and permission to deal in, the Bonus Shares and the Subdivided Shares on the Stock Exchange, the Bonus Shares and the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Bonus Shares and the Subdivided Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

GENERAL MANDATE TO REPURCHASE SHARES

The Board is proposed to seek your approval by way of ordinary resolution to be proposed at the EGM to approve the Repurchase Mandate. The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant thereto. Please refer to resolution numbered 3 set out on page 4 of this circular for details of the proposed Repurchase Mandate.

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the EGM.

7

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

The Board currently consists of nine Directors, namely Mr. Choy Kwok Hung, Patrick, Mr. Chan Chi Hung, Mr. Lim Siang Kai, Mr. See Lee Seng, Reason, Mr. Au-Yong Shong, Samuel, Mr. Yue Man Yiu, Matthew, Mr. Chung Koon Yan, Dr. Ching Yih-Gwo and Mr. Zheng Weihe.

Pursuant to Article 87(3) of the Articles of Association, any Director appointed to fill a casual vacancy shall hold office until the next following general meeting and any Director appointed as an addition to the Board shall hold office until the next following annual general of the Company. Notwithstanding the fact that Mr. Choy Kwok Hung, Patrick, Mr. Au-Yong Shong, Samuel and Dr. Ching Yih-Gwo were appointed as additional Directors to the Board and in order to give the Shareholders an earliest opportunity to vote on the appointment of Directors, the Board proposes that Mr. Choy Kwok Hung, Patrick, Mr. Au-Yong Shong, Samuel and Dr. Ching Yih-Gwo to retire and, being eligible, offer themselves for re-election at the EGM.

Details of the above Directors are set out in Appendix II to this circular.

EXTRAORDINARY GENERAL MEETING

Set out on pages 15 to 17 of this circular is a notice convening the EGM to consider and, if appropriate, to approve the ordinary resolutions relating to the proposals for the Bonus Issue, Share Subdivision, Repurchase Mandate and for re-election of Director.

A form of proxy for use at the EGM is enclosed herewith. If you are not able to attend and/or vote at the EGM in person, you are requested to complete the form of proxy and return it to the Company’s share registrar in Hong Kong, Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM. Completion and returning of a form of proxy will not preclude you from attending and voting at the EGM or any adjourned meetings if you so wish.

PROCEDURES FOR DEMANDING A POLL

Pursuant to Article 66 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

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

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

• (iii) by any Member or Members present in person or in the case of a Member being a corporation by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting;

8

LETTER FROM THE BOARD

• (iv) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorized representative or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right; or

• (v) if required by the rules of the designated stock exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing five per cent. (5%) or more of the total voting rights at such meeting.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorized representative shall be deemed to be the same as a demand by a Member.

RECOMMENDATION

The Board considers that the proposed ordinary resolutions for the Bonus Issue, Share Subdivision, granting to the Directors the Repurchase Mandate and re-election of Director to be proposed at the EGM are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the EGM.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

For and on behalf of the Board Golden 21 Investment Holdings Limited Choy Kwok Hung, Patrick Chairman

9

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 105,420,000 Shares. On the basis of no further new Shares will be issued or repurchased up to the EGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 10,542,000 Shares, representing 10% of the existing issued Shares.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASES

Any repurchase of securities of the Company would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event be made out of funds legally available for the purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its Articles of Association and subject to the provisions of the Companies Law, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company’s share premium account, or, if so authorized by the Articles of Association and subject to the provisions of the Companies Law, out of capital.

5. GENERAL

There might be a material adverse impact on the working capital or gearing position as disclosed in the audited financial statement of the Company for the year ended 31 December 2006 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

10

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

6. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during the past twelve months and up to the Latest Practicable Date were as follows:–

		Shares
	Highest		Lowest
	HK$		HK$
2006
July	1.05		1.05
August	1.05		1.05
September	1.05		1.05
October	1.05		1.05
November	1.05		1.05
December	1.05		1.05
2007
January	1.05		1.05
February	1.05		1.05
March	2.19		0.96
April	4.30		2.00
May	3.22		2.50
June	4.80		2.78
July (Up to the Latest Practicable Date)	4.00		3.73

7. UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Cayman Islands.

8. CONNECTED PERSON

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

11

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

9. TAKEOVERS CODE

If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, no Shareholder holds more than 10% of the issued share capital of the Company, and the Directors are not aware of any event which may require any Shareholder to make a mandatory offer under Rule 26 of the Takeovers Code.

10. SHARE PURCHASE MADE BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

12

DETAILS OF THE DIRECTORS PROPOSEDTO TO BE RE-ELECTED AT THE EXTRAORDINARY GENERAL MEETING

APPENDIX II

The following set out the details of the Directors to be re-elected at the forthcoming EGM.

Mr. Choy Kwok Hung, Patrick, aged 64, Chairman and non-executive Director

Mr. Choy was appointed Chairman and non-executive Director on 14 June 2007. He is the Founder and Chairman of Global Strategy Group Limited and a Trustee and Board member of Majulah Connection Limited. He is an Independent Non-executive Director of Solomon Systech International Limited, a company listed on the Stock Exchange of Hong Kong, and an Independent Non-Executive Director of Evergro Properties Limited (D09.SI), a company listed on the Stock Exchange of Singapore, a Corporate Advisor to Keppel Corporation Limited and Senior Advisor to Motorola Inc.. Mr. Choy is a member of the National Committee, the Chinese People’s Political Consultative Conference (“CPPCC”) and is also a Standing Committee member of Tianjin CPPCC. Mr. Choy is the Vice President of International Mind Sports Association and World Bridge Federation. Save as disclosed above, he did not hold any other directorship in listed public companies in the past three years.

Mr. Choy is in charge of the management of the Board. There was no service contract between the Company and Mr. Choy and no specific term of length of service. He is subject to retirement in accordance with the Articles of Association of the Company. Mr. Choy is entitled to a director’s fee of HK$20,000 per month which is determined with reference to the prevailing market conditions.

Mr. Choy holds 90% interest in Global Strategy Group Limited (“GSGL”) which in turn holds 50% in Global Strategy Capital Markets Limited (“GSCML”), and therefore Mr. Choy is deemed to be interested in the said 6,386,000 Shares within the meaning of Part XV of the SFO. Mr. Choy is the father of Mr. Choy Git Yan, Timothy, the deputy general manager of the Company. Apart from the above, he is not connected with any Directors, senior management or substantial or controlling shareholders of the Company.

Mr. Au-Yong Shong, Samuel, aged 41, a non-executive Director

Mr. Au-Yong was appointed a non-executive Director on 7 June 2007. He is currently the Senior Director of Baron Capital in charge of corporate finance. He is licensed with the Securities and Futures Commission as the Responsible Officer on the regulated activity of Advising on Corporate Finance. Before, Mr. Au-Yong has been with CITIC Capital as Head of Equity Corporate Finance, Core PacificYamaichi Capital as Head of Corporate Finance, and Deutsche Morgan Grenfell Hong Kong as Senior Manager. Earlier in his career, Mr. Au-Yong was employed by KPMG Hong Kong and London offices after qualification as Chartered Accountant in UK. Mr. Au-Yong holds B.S. degree in Electrical Engineering with 1st Class Honours with University of Southampton in England. He did not hold any directorship in listed public companies in the past three years.

There was no service contract between the Company and Mr. Au-Yong and no specific term of length of service. He is subject to retirement in accordance with the Articles of Association of the Company. Mr. Au-Yong is entitled to a director’s fee of HK$30,000 per month which is determined with reference to the prevailing market conditions.

13

DETAILS OF THE DIRECTORS PROPOSEDTO TO BE RE-ELECTED AT THE EXTRAORDINARY GENERAL MEETING

APPENDIX II

Mr. Au-Yong holds 50% interest in GSCML, which is the substantial shareholder of the Company holding 6,386,000 Shares of the Company, and therefore Mr. Au-Yong is deemed to be interested in the said 6,386,000 Shares within the meaning of Part XV of the SFO. Apart from the above, he is not connected with any Directors, senior management or substantial or controlling shareholders of the Company.

Dr. Ching Yih-Gwo, aged 41, an independent non-executive Director

Dr. Ching was appointed an independent non-executive Director on 26 June 2007. He holds a Ph.D. in Finance with University of Texas and a M.S. in Computer Science with Texas A&M University. He is currently the co-founder, the president and the CEO of ARESCOM Technology Ltd. and the president and the CEO of Hangcom Technology and ARESCOM Inc. He has been the senior investment manager for six years in USA and in charge of the development of business relation, investment evaluation, and asset management. Dr. Ching has extensive experience in capital markets, venture capital, research, contract negotiation, securities analysis, investment management, strategic planning, financial engineering, derivatives valuation, finance and business in the US, greater China, Philippines, Singapore and Taiwan.

There was no service contract between the Company and Dr. Ching and no specific term of length of service. He is subject to retirement in accordance with the Articles of Association of the Company. Dr. Ching is entitled to a director’s fee of HK$120,000 per annum which is determined with reference to the prevailing market conditions. Save as being an independent non-executive Sirector and an audit committee member of the Company, Dr. Ching does not hold any positions with the Company or other members of the Company and Dr. Ching does not hold directorship in other listed companies in the past three years.

Dr. Ching does not have any interest in the shares of the Company which is required to be disclosed under Part XV of the SFO and he does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, there are no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) nor are there any other matters that need to be brought to the attention of the Shareholders in respect of the above Directors.

14

NOTICE OF EXTRAORDINARY GENERAL MEETING

GOLDEN 21 INVESTMENT HOLDINGS LIMITED 金豐2 1 投資控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Golden 21 Investment Holdings Limited (the “Company”) will be held at Unicorn & Phoenix, Basement 2, The Chaterhouse Hotel, 209-219 Wanchai Road, Hong Kong on Friday, 3 August 2007 at 10:00 a.m. for the following purposes:

1. “ THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, the Bonus Shares (as defined in paragraph (a) of this resolution):

2. (a) an amount of not less than HK$10,542,000 standing to the credit of the share premium account of the Company be capitalized and the directors of the Company be and are hereby authorized to apply such amount in paying up in full at par 105,420,000 new shares of HK$0.10 each in the capital of the Company (the “Bonus Shares”) to be allotted, issued and distributed, credited as fully paid, to the members of the Company whose names appear on the register of members of the Company in Hong Kong (the “Register of Members”) as at the close of business on 3 August 2007 (the “Record Date”) on the basis of 1 Bonus Share for every 1 existing share of HK$0.10 each in the capital of the Company then held by them respectively (the “Bonus Issue”);

3. (b) the Bonus Shares to be issued pursuant to this resolution shall, subject to the Memorandum and Articles of Association of the Company, rank pari passu in all respects with the existing issued shares of HK$0.10 each in the capital of the Company except that they will not rank for the bonus issue of shares mentioned in this resolution; and

4. (c) the directors of the Company be and are hereby authorised to do all acts and things, including arrangements in relation to fractional entitlements, as may be necessary and expedient in connection with or to give effect to the Bonus Issue.”

5. “ THAT subject to and conditional upon the listing committee of the The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting or agreeing to grant the listing of, and permission to deal in, the Subdivided Shares (as defined in paragraph (a) of this resolution below):

6. (a) with effect from 17 August 2007, every issued and unissued ordinary share of HK$0.10 each in the capital of the Company will be subdivided into 10 shares of HK$0.01 each (the “Subdivided Shares”) and the Subdivided Shares shall rank pari passu in all

15

NOTICE OF EXTRAORDINARY GENERAL MEETING

respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the Articles of Association of the Company; and

• (b) any one or more of the directors of the Company be and is hereby authorized generally to do all things appropriate to effect and implement any of the matters in paragraph (a) of this resolution.”

• “ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

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

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of the Cayman Islands to be held; or

  • (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”

• “To re-elect Mr. Choy Kwok Hung, Patrick as Chairman and non-executive director of the Company and to authorize the board of directors of the Company to fix his remuneration.”

• “To re-elect Mr. Au-Yong Shong, Samuel as a non-executive director of the Company and to authorize the board of directors of the Company to fix his remuneration.”

16

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. “To re-elect Dr. Ching Yih-Gwo as an independent non-executive director of the Company and to authorize the board of directors of the Company to fix his remuneration.”

For and on behalf of the Board Golden 21 Investment Holdings Limited Tse Kam Fai Company Secretary

Hong Kong, 17 July 2007

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Hong Kong share registrars of the Company, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting.

4. For the details of the directors proposed to be re-elected at the Meeting, please refer to the circular of the Company dated 17 July 2007.

5. As at the date of this notice, the board of directors of the Company comprises Mr. Choy Kwok Hung, Patrick as Chairman (non-executive Director), Mr. Chan Chi Hung, Mr. Lim Siang Kai and Mr. See Lee Seng, Reason as executive Directors, Mr. Au-Yong Shong, Samuel as non-executive Director, and Mr. Yue Man Yiu, Matthew, Mr. Chung Koon Yan, Dr. Ching Yih-Gwo and Mr. Zheng Weihe as independent non-executive Directors.

17