Lonking Holdings Limited — Proxy Solicitation & Information Statement 2008

Apr 24, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Infrastructure Machinery Holdings Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

**CHINA INFRASTRUCTURE MACHINERY HOLDINGS LIMITED ***

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3339)

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening annual general meeting (the “AGM”) of China Infrastructure Machinery Holdings Limited (the “Company”) to be held on Thursday, 15 May 2008 at 1/F., Lecture Room, Jucai Office Building, 26 Minyi Road, Xingqiao, Songjiang Industrial, Shanghai 201612, PRC at 10:00 a.m. is set out on pages 19 to 23 of this circular. A form of proxy for use at the AGM is also enclosed with the 2007 annual report of the Company which has been dispatched to the Shareholders together with this circular.

Whether or not you are able to attend and vote at the AGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

* For identification purpose only

Hong Kong, 23 April 2008

CONTENTS

	Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3. Issue Mandate and Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4. Appointment of Independent Non-executive Directors . . . . . . . . . . . . . . .	5
5. Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6. AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7. Right to Demand a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Explanatory Statement on the Repurchase Mandate . . . .	8
Appendix II – Details of Directors Proposed to be Appointed and
Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

– i –

RESPONSIBILITY STATEMENT

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

– ii –

DEFINITIONS

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

• “AGM”

• the annual general meeting of the Company to be held at 1/F., Lecture Room, Jucai Office Building, 26 Minyi Road, Xingqiao, Songjiang Industrial, Shanghai 201612, PRC on Thursday, 15 May 2008 at 10:00 a.m. or any adjournment thereof, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 19 to 23 of this circular

• “Articles of Association”

• the articles of association of the Company (as amended from time to time)

• “associates” has the same meaning as ascribed to it under the Listing Rules

• “Board” the board of Directors

• “China Longgong Group”

• China Longgong Group Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and the controlling shareholder of the Company. The issued share capital of China Longgong Group is owned as to 55% by Mr. Li San Yim and 45% by Ms. Ngai Ngan Ying, both being the Directors

• “Company”

• China Infrastructure Machinery Holdings Limited, a company incorporated in the Cayman Islands with limited liability, and the securities of which are listed on the Stock Exchange

• “Connected Person(s)”

• has the same meaning as ascribed to it under the Listing Rules

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

• “Extension Mandate”

an extension of the Issue Mandate so granted to the Directors by adding thereto the Shares repurchased by the Company pursuant to the Repurchase Mandate, up to a maximum of 10% of the total nominal value of the Shares in issue as at the date of passing of the ordinary resolution in relation thereof

• “Group” the Company and its subsidiaries

– 1 –

DEFINITIONS

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares up to a maximum of 20% of the total nominal value of the Shares in issue as at the date of passing of the ordinary resolution in relation thereof

• “Latest Practicable Date” 17 April 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “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 Notice of AGM

• “PRC” the People’s Republic of China (and where the context requires, references in this circular to the PRC do not apply to Hong Kong, Macau Special Administrative Region of the PRC or Taiwan)

• “Repurchase Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase the fully paid-up Shares up to a maximum of 10% of the total nominal value of the Shares in issue as at the date of passing of the ordinary resolution in relation thereof

• “SFO”

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

• “Share(s)”

• the ordinary share(s) with nominal value of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” the holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code”

• Hong Kong Code on Takeovers and Mergers

– 2 –

DEFINITIONS

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

– 3 –

LETTER FROM THE BOARD

CHINA INFRASTRUCTURE MACHINERY HOLDINGS LIMITED

*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3339)

Executive Directors: Mr. Li San Yim (Chairman) Mr. Qiu Debo Mr. Luo Jianru Dr. Mou Yan Qun Mr. Chen Chao Mr. Lin Zhong Ming Dr. Zhang Hong

Registered Office: Head Office: Cricket Square No. 26 Mingyi Road Hutchins Drive Xinqiao, Songjiang Industrial P.O. Box 2681 Shanghai 201612 Grand Cayman KY1-1111 PRC Cayman Islands

Non-Executive Directors: Ms. Ngai Ngan Ying Ms. Fang Deqin

Principle Place of Business in Hong Kong:

Unit 3413, China Merchants Tower, Shun Tak Centre 168-200 Connaught Road, Central, Hong Kong

Independent non-executive Directors:

Prof. Yang Hongqi Dr. Qian Shizheng Mr. Lo Peter

Company Secreatry:

Mr. Lam Yiu Pang Albert

Hong Kong, 23 April 2008

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

At the AGM, ordinary resolution will be proposed to the Shareholders for approval of (i) the grant of Issue Mandate; (ii) the grant of the Repurchase Mandate; (iii) the grant of the Extension Mandate; (iv) the appointment of independent non-executive Directors; and (v) the re-election of Directors.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

2. REPURCHASE MANDATE

Pursuant to the ordinary resolutions passed by the Shareholders on 26 April 2007, a general mandate was granted to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. An ordinary resolution will be proposed at the AGM to grant the Repurchase Mandate to the Directors to purchase Shares up to a maximum of 10% of the total nominal value of Shares in issue as at the date of passing the resolution approving the Repurchase Mandate.

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution to grant to the Directors of the Repurchase Mandate. An explanatory statement as required under the Listing Rules is set out in the Appendix I to this circular.

3. ISSUE MANDATE AND EXTENSION MANDATE

At the AGM, an ordinary resolution will be proposed that the Directors be granted the Issue Mandate in order to ensure flexibility to the Directors to issue new Shares. As at the Latest Practicable Date, a total of 1,085,403,000 Shares were in issue. Subject to the passing of the proposed ordinary resolution approving the Issue Mandate and on the basis that no further changes to the issued share capital of the Company from the Latest Practicable Date and up to the date of the AGM, the exercise of the Issue Mandate in full would result in up to a maximum of 217,080,600 Shares, representing 20% of the total number of Shares in issue as at the date of passing of the ordinary resolution in relation to the Issue Manadate at the AGM. In addition, an ordinary resolution will also be proposed to grant an Extension Mandate to the Directors by adding thereto the Shares repurchased by the Company pursuant to the Repurchase Mandate, up to a maximum of 10% of the total nominal value of the Shares in issue as at the date of passing the ordinary resolution in relation thereof.

4. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

At the AGM, an ordinary resolution will be proposed to appoint Mr. Han Xuesong and Prof. Wang fanghua as independent non-executive Directors according to the Articles of Association. Brief biographical details of the independent non-executive Directors to be appointed are set out in Appendix II to this circular.

5. RE-ELECTION OF DIRECTORS

Pursuant to the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. Each of Mr. Li San Yim, Mr. Qiu Debo, Mr. Luo Jianru, Dr. Mou Yan Qun, Mr. Chen Chao, Mr. Lin Zhong Ming, being the executive Directors, Ms. Ngai Ngan Ying, Ms. Fang Deqin, being the non-executive

– 5 –

LETTER FROM THE BOARD

Directors, Dr. Qian Shizheng, being the independent non-executive Director, will retire and being eligible, will offer themselves for re-election at the AGM. Dr. Zhang Hong, being the executive Director, Professor Yang Hongqi and Mr. Lo Peter, being the independent non-executive Directors, will retire, being eligible, will not offer himself for re-election at the AGM.

Brief biographical details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

6. AGM

The notice convening the AGM is set out in this circular. Whether or not you are able to attend and vote at the AGM, you are requested to complete and return the accompanying form of proxy for use at the AGM in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 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 AGM or any adjournment thereof. Completion of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should meet you so wish.

7. RIGHT TO DEMAND A POLL

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

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

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

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

• (iv) by a Shareholder or Shareholders present in person or in the case of a Shareholder 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 Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing 5% or more of the total voting rights at such meeting.

– 6 –

LETTER FROM THE BOARD

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

8. RECOMMENDATION

The Directors consider that (i) the grant of the Issue Mandate; (ii) the grant of the Repurchase Mandate; (iii) the grant of the Extension Mandate; (iv) the appointment of independent non-executive Directors; and (v) the re-election of Directors are all in the interests of the Company and its Shareholders as a whole.

Accordingly, the Directors recommend that all the Shareholders should vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully,

For and on behalf of

China Infrastructure Machinery Holdings Limited Li San Yim Chairman

– 7 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required under the Listing Rules, to provide all the requisite information in relation to the Repurchase Mandate for your consideration.

1. LISTING RULES RELATING TO THE REPURCHASES OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the more important of which are summarised below:

(a) Shareholders’ approval

All proposed purchase of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by the shareholders by an ordinary resolution, either by way of a general mandate or by a specific approval in relation to a specific transaction.

(b) Share capital

As at Latest Practicable Date, the Company has 1,085,403,000 Shares in issue. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Shares are issued or repurchased by the Company prior to the AGM, the exercise of the Repurchase Mandate in full would result in up to 108,540,300 Shares representing not more than 10% of the total nominal value of the Shares in issue as at the Latest Practicable Date.

(c) Reason for repurchase

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

(d) Funding of repurchase

In repurchasing shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. The Directors consider that the exercise of the Repurchase Mandate in full will not have a material adverse impact on the working capital or gearing level of the Company (as compared with the position disclosed in its latest published audited accounts as at 31 December 2007), the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

a material adverse effect on the working capital or the gearing level (as compared with the position disclosed in its most recent published audited accounts) which in the opinion of the Directors are from time to time appropriate for the Company.

(e) Undertaking by Directors

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

None of the Directors nor, to the best knowledge having made all reasonable enquiries, any of their associates has any present intention to sell Shares to the Company if the Repurchase Mandate is approved by the Shareholders. At the Latest Practicable Date, no connected person has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

(f) Implication under Takeovers Code and the public float requirement

If as a result of a share repurchase a Shareholder’s proportionate interest in the voting rights of the repurchasing company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, the Shareholder, or a group of the Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of the Shareholders’ interests, may obtain or consolidate control of the Company and become obliged to make a manadatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date and to the best of the knowledge and belief of the Directors based on the register kept by the Company under Section 336 of the SFO, China Longgong Group, being the controlling shareholder (as defined in the Listing Rules), together with Mr. Li San Yim and Ms. Ngai Ngan Ying, were beneficially interested in 589,347,380 Shares, representing approximately 54.30% of the existing issued share capital of the Company. In the event that the Directors exercise the Repurchase Mandate in full in accordance with the terms of the ordinary resolution to be proposed at the AGM, the percentage shareholding of China Longgong Group in the Company together with the parties acting in concert with it (namely, Mr. Li San Yim and Ms. Ngai Ngan Ying), would respectively be increased to approximately 60.33% of the issued share capital of the Company, which will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

In the event that the Repurchase Mandate is exercised in full, the number of Shares held by the public would not fall below 25% of the total number of Shares in issue. Any repurchase of the Shares which results in the number of Shares held by the public being reduced to less than the prescribed percentage of the Shares then in issue could only be implemented with the approval of the Stock Exchange to waive the Listing Rules requirements regarding the public float under Rule 8.08 of the Listing Rules.

– 9 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

2. SHARE REPURCHASE AND MARKET PRICES

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

	Per Share
	Highest	Lowest
	HK$	HK$
2007
April	16.340	13.560
May	16.360	14.780
June	17.920	15.500
July	19.800	16.500
August	18.500	11.820
September	18.160	14.800
October	18.980	14.660
November	17.500	13.700
December	14.660	10.520
2008
January	12.860	9.900
February	13.500	11.340
March	12.520	5.500
April (up to the Latest Practicable Date)	7.460	5.590

– 10 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

3. SHARE REPURCHASE MADE BY THE COMPANY

During the previous six months up and to the Latest Practicable Date, the Company has repurchased on the Stock Exchange a total number of 3,647,000 Shares, representing approximately 0.352% of the issued share capital of the Company as at the date of the last annual general meeting of the Company held on 26 April 2007 when the ordinary resolutions was passed by the Shareholders to grant to the Directors a general mandate to exercise the powers of the Company to repurchase Shares. The details of the transactions were as follows:

Date 1 April 2008 2 April 2008 10 April 2008 15 April 2008 16 April 2008	Shares Price per Share or highest price paid Lowest price paid Percentage of issued share capital* (HK$) (HK$) 1,627,000 5.80 5.73 0.157% 148,000 6.00 6.00 0.171% 936,000 6.50 6.45 0.261% 748,000 6.50 6.48 0.334% 188,000 6.50 6.50 0.352% 3,647,000	Total paid (HK$) 9,414,490 888,000 6,074,080 4,861,000 1,222,000
		22,459,570

• As at the date of the last annual general meeting of the Company held on 26 April 2007 when the ordinary resolutions was passed by the Shareholders to grant to the Directors a general mandate to exercise the powers of the Company to repurchase Shares.

– 11 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED

(A) The followings are the particulars of the independent non-executive Directors proposed to be appointed at the AGM to be held on 15 May 2008.

(1) Mr. Han Xuesong, male, aged 71

Mr. Han is proposed to be appointed as an independent non-executive director of the Group. He is a professor of engineering with a university degree. He is currently the President of China Construction Machinery Industry United Society ( ). He has served in the National Mechanical Department ( ) and China National Construction Machinery Corporation ( ), and has been the Vice President, General Secretary and President of the China Construction Machinery Industry United Society since May 1997. Mr. Han is also an independent director of Xuzhou Construction Machinery Science & Technology Company. Limited ( ) and Dingsheng Tiangong Construction Machinery Company Limited ( ), which are listed on Shenzhen Stock Exchange and Shanghai Stock Exchange, respectively.

Save as disclosed above, Mr. Han has not held any directorship in any other listed public companies in the last three years.

Mr. Han will enter into an appointment letter with the Company. The term of office is from 15 May 2008 to the date of the next AGM. Mr. Han’s appointment to the Company as a Director is subject to the rotational retirement requirements under the Company’s Articles of Association. Under the appointment letter, Mr. Han will receive a director’s fee of approximately RMB100,000 which is based on his level of experience, qualification and responsibility with the Group for the year ended 31 December 2008.

Mr. Han is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(2) Prof. Wang Fanghua, male, aged 61

Mr. Wang is proposed to be appointed as an independent non-executive director of the Group. He is a professor and a tutor of doctoral candidates. He is currently the Dean of the School of Management of Shanghai Jiao Tong University ( ). Professor Wang is currently member of the Accreditation Group of the State Council Academic Degree Commission ( ) and National MBA Education Instruction Committee ( MBA ), and the Vice Chairman and Chief of Academic Committee ( ) of China Marketing Association ( ). His areas of research include marketing, strategic management and corporate development theories. He has led and participated in a number of major research projects of National Natural Science Foundation of

– 12 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED

China ( ), and received the Subsidy for Outstanding Experts granted by the State Council ( ). Mr. Wang is also an independent director of five listed companies, including Shanghai Friendship Group Incorporated Company ( ).

Save as disclosed above, Prof. Wang has not held any directorship in any other listed public companies in the last three years.

Prof. Wang will enter into an appointment letter with the Company. The term of office is from 15 May 2008 to the date of the next AGM. Prof Wang’s appointment to the Company as a Director is subject to the rotational retirement requirements under the Company’s Articles of Association. Under the appointment letter, Prof Wang will receive a director’s fee of approximately RMB100,000 which is based on his level of experience, qualification, and responsibility with the Group for the year ended 31 December 2008.

Prof Wang is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

• (B) The followings are the particulars of the Directors proposed to be re-elected at the AGM to be held on 15 May 2008.

(1) Mr. LI San Yim, aged 56, Executive Director

Mr. Li is the Chairman of the Board and founder of the Group. He has extensive experience in corporate management and is responsible for formulating the Group’s management philosophy and business strategies. Mr. Li was appointed as a standing committee member of People’s Political Consultative Conference of Fujian Province ( ), standing committee member of the People’s Consultative Conference of Longyan City ( ), member of the Executive Committee of the All-China Federation of Industry and Commerce ( ), vice-chairman of the Fujian Province Federation of Industry and Commerce ( ). and vice-chairman of the Longyan City Federation of Industry and Commerce ( ). Mr. Li has also been accredited as one of the “Outstanding Enterprise Founders under Chinese Socialism” ( ) and is an honorary citizen of Longyan City, Fujian Province ( ). Mr. Li is currently pursuing an EMBA at Fudan University in Shanghai. He is also a non-executive director of Weichai Power Co., Ltd (stock code: 2338).

– 13 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED

Mr. Li is the husband of Ms. Ngai Ngan Ying, being a non-executive Director. Save as disclosed above, Mr. Li has not held directorships in any other listed public companies in the last three years and does not have any other relationships with any Directors, senior management or controlling shareholder of the Company. As the Latest Practicable Date, Mr. Li has the following interest in the Shares within the meaning of Part XV of the SFO:

• (i) corporate interest of 328,014,690 Shares, which was held by China Longgong Group;

• (ii) beneficial interest of 261,332,690 Shares; and

• (iii) corporate interest of HK$480,000 of the registered capital of (Longgong (Shanghai) Machinery Co., Ltd), an

• associated corporation of the Company under the meaning of Part XV of the SFO. Such interest was held by (Shanghai Longgong Machinery Co., Ltd.), the registered capital of which is owned by Mr. Li and Ms. Ngai Ngan Ying as to 39.5% and 60.5%, respectively.

Save as disclosed above, Mr. Li does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Li has entered into (i) an employment agreement (as an employee) with the Company for a term of one year (determinable by either party with one month’s prior notice in writing) and (ii) a Director’s service contract with the Company from 11 May 2004 to the date of AGM. Mr. Li’s appointment to the Company as a Director is subject to the rotational retirement requirements under the Company’s Articles of Association. Mr. Li has received a remuneration of approximately RMB1,164,000 which is based on his level of experience, qualification, and responsibility with the Group for the year ended 31 December 2007.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(2) Mr. QIU Debo, aged 44, Executive Director

Mr. Qiu is the Chief Executive Officer of the Group. Mr. Qiu joined the Group in August 1997. Mr. Qiu graduated from Fujian Normal University ( ) and is currently pursuing an EMBA at Shanghai Jiao Tong University ( ). Mr. Qiu has ten years of experience in corporate management and sales and marketing. He has served as a general sales manager, deputy general manager and general manager of the Group. He also acted as general manager of Fujian Longyan Construction Machinery (Group) Limited. Prior to joining the Group, Mr. Qiu also worked for Fujian Longgang Company Limited ( ) as a department head. Mr. Qiu was appointed as a qualified senior economist by the Fujian Provincial Government. He has also received the “Outstanding Youth Entrepreneur of Fujian Province Award” ( ).

– 14 –

DETAILS OF DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED

APPENDIX II

Mr. Qiu has not held directorships in any other listed public companies in the last three years. Mr. Qiu is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Qiu has entered into (i) an employment agreement (as an employee) with the Company for a term of one year (determinable by either party with one month’s prior notice in writing) and (ii) a Director’s service contract with the Company from 17 February 2005 to the date of AGM. Mr. Qiu’s appointment to the Company as a Director is subject to the rotational retirement requirements under the Company’s Articles of Association. Mr. Qiu has received a remuneration of approximately RMB596,000 which is based on his level of experience, qualification, and responsibility with the Group and a sum of approximately RMB4,000 as his retirement benefits for the year ended 31 December 2007.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(3) Mr. LUO Jianru, aged 60, Executve Director

Mr. Luo, is a Vice-President of the Group. Mr. Luo joined the Group in September 1998. Mr. Luo received a “second class” Jiangxi Province Science and Technology Award ( ) in 1986 and a “third class” award from China Aviation Industry Company ( ) in 1997 in recognition of his contribution to the development of science and technology. He is the deputy chairman of the executive committee of the Association of Industry and Commerce of Songjiang District, Shanghai ( ) and a member of the People’s Political Consultative Conference of Songjiang District, Shanghai ( ). Mr. Luo is a graduate of Hefei University of Technology ( ) and has 23 years of experience in corporate management and the infrastructure machinery industry. Mr. Luo has held various senior positions including the deputy general manager of Fujian Longyan Construction Machinery (Group) Limited, general manager of Longgong (Shanghai) Axle & Transmission Co., Limited and deputy general manager of the Group.

Mr. Luo has not held directorships in any other listed public companies in the last three years. Mr. Luo is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Luo has entered into (i) an employment agreement (as an employee) with the Company for a term of one year (determinable by either party with one month’s prior notice in writing) and (ii) a Director’s service contract with the Company from 17 February 2005 to the date of AGM. Mr. Luo’s appointment to the Company as a Director is subject to the rotational retirement requirements under the Company’s Articles of Association. Mr. Luo has received a remuneration of approximately RMB296,000 which is based on his level of experience, qualification, and responsibility with the Group for the year ended 31 December 2007.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(4) Dr. MOU Yan Qun, aged 52, Executive Director

Dr. Mou, joined the Company in December 2005. He is currently the vice president of the Company. Dr. Mou holds a doctorate degree in business administration and a chief financial officer qualification certificate endorsed by the Shanghai City Government. Dr. Mou has over 28 years of experience in corporate financial management and auditing. Dr. Mou is an associate member of the Institute of Financial Accountants (IFA). Prior to joining the Company, Dr. Mou worked in a leading State-owned pharmaceutical group in Shanghai where he served as the chief financial officer and head of the listing preparation office of a sub-unit and a member of the disciplinary inspection committee. Before that, he has also held the positions of chief financial officer in a State-owned enterprise and head of the Shanxi sub-branch of a State-owned bank, which was awarded the “advanced entity of integrity” under his leadership.

Dr. Mou has not held directorships in any other listed public companies in the last three years. Dr. Mou is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. She does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Dr. Mou has entered into (i) an employment agreement (as an employee) with the Company for a term of one year (determinable by either party with one month’s prior notice in writing) and (ii) a Director’s service contract with the Company from 24 October 2006 to the date of AGM. Dr. Mou’s appointment to the Company as a Director is subject to the rotational retirement requirements under the Company’s Articles of Association. Dr. Mou has received a remuneration of approximately RMB291,000 which is based on his level of experience, qualification, and responsibility with the Group and a sum of approximately RMB9,000 as his retirement benefits for the year ended 31 December 2007.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(5) Mr. CHEN Chao, aged 32, Executive Director

Mr. Chen, is currently the vice president of the Group. Mr. Chen joined the Group in July 1997, in charge of supply chain management. Mr. Chen is currently pursuing an EMBA at Fudan University in Shanghai. Mr. Chen has six years of experience in supplies management, and has previously served as a deputy chief of the product development department at Shanghai Longgong Machinery, manager of the research and development centre and deputy general manager of Shanghai Longgong Machinery. Mr. Chen was a 5th Annual Member of the Standing Council by the Machinery Design Society of the Chinese Mechanical Engineering Society. In addition, he has also been appointed as a qualified technology and quality expert ( ) by the Technology and Quality Standing Committee ( ) of Mechanical Engineering Technology and Quality Message Site ( ).

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DETAILS OF DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED

APPENDIX II

Mr. Chen has not held directorships in any other listed public companies in the last three years. Mr. Chen is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Chen has entered into (i) an employment agreement (as an employee) with the Company for a term of one year (determinable by either party with one month’s prior notice in writing) and (ii) a Director’s service contract with the Company from 17 February 2005 to the date of AGM. Mr. Chen’s appointment to the Company as a Director is subject to the rotational retirement requirements under the Company’s Articles of Association. Mr. Chen has received a remuneration of approximately RMB293,000 which is based on his level of experience, qualification, and responsibility with the Group and a sum of approximately RMB7,000 as his retirement benefits for the year ended 31 December 2007.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(6) Mr. LIN Zhong Ming, aged 44, Executive Director

Mr. Lin joined the Company in March 2001. He is currently the General Manager of Longgong (Fujian) Machinery Company Limited and Fujian Longyan Longgong Machinery Components Company Limited, both being the wholly-owned subsidiaries of the Company. Mr. Lin has a bachelor’s degree in history from Shandong University. He has five years of experience in corporate management.

Mr. Lin has not held directorships in any other listed public companies in the last three years. Mr. Lin is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Lin has entered into (i) an employment agreement (as an employee) with the Company for a term of one year (determinable by either party with one month’s prior notice in writing) and (ii) a Director’s service contract with the Company from 24 October 2006 to the date of AGM. Mr. Lin’s appointment to the Company as a Director is subject to the rotational retirement requirements under the Company’s Articles of Association. Mr. Lin has received a remuneration of approximately RMB150,000 which is based on his level of experience, qualification, and responsibility with the Group for the year ended 31 December 2007.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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DETAILS OF DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED

APPENDIX II

(7) Ms. NGAI Ngan Ying, aged 50, Non-executive Director

Ms. Ngai is the Vice-Chairman of the Group and was appointed as a non-executive director of the Group in May 2004. Ms. Ngai is also one of the founders of the Group. Ms. Ngai is a standing committee member of the People’s Political Consultative Conference of Xinluo District, Fujian Province ( ).

Ms. Ngai is the wife of Mr. Li San Yim, being a Director. Save as disclosed above, Ms. Ngai has not held directorships in any other listed public companies in the last three years and does not have any other relationships with any Directors, senior management or controlling shareholder of the Company and, as the Latest Practicable Date, Ms. Ngai has the following interest in the Shares within the meaning of Part XV of the SFO:

• (i) corporate interest of 328,014,690 Shares, which was held by China Longgong Group;

• (ii) beneficial interest of 261,332,690 Shares; and

• (iii) corporate interest of HK$480,000 of the registered capital of (Longgong (Shanghai) Machinery Co., Ltd), an

• associated corporation of the Company under the meaning of Part XV of the SFO. Such interest was held by (Shanghai Longgong Machinery Co., Ltd.), the registered capital of which is owned by Mr. Li San Yim and Ms. Ngai as to 39.5% and 60.5%, respectively.

Save as disclosed above, Ms. Ngai does not have any interest in the Shares within the meaning of Part XV of the SFO.

Ms. Ngai has entered into a Director’s service contract with the Company from 11 May 2004 to the date of AGM. Ms. Ngai’s appointment to the Company as a Director is subject to the rotational retirement requirements under the Company’s Articles of Association. Ms. Ngai has received a director’s fee of approximately RMB582,000 which is based on her level of experience, qualification, and responsibility with the Group for the year ended 31 December 2007.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(8) Ms. FANG Deqin, aged 44, Non-executive Director

Ms. Fang, was appointed as a non-executive Director in March 2007. Ms. Fang is the deputy director of the strategic and governance committee of the Board. She joined the Company in November 2006. Ms. Fang received a Bachelor Degree in Economics from Xiamen University in 1984 and has been admitted to the EMBA program of Xiamen University

– 18 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED

since September 2005. She was the financial controller and senior accountant of Xiamen Aviation Industry Company Limited and the deputy general manager of strategic planning division of Xiamen Temao Corporation. She has 15 years of experience in corporate finance, investment, mergers and acquisitions and corporate governance.

Ms. Fang has not held directorships in any other listed public companies in the last three years. Ms. Fang is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Ms. Fang has entered into a Director’s service contract with the Company from 16 March 2007 to the date of AGM. Ms. Fang’s appointment to the Company as a Director is subject to the rotational retirement requirements under the Company’s Articles of Association. Ms. Fang is currently entitled to receive approximately RMB300,000 which is based on her level of experience, qualification, and responsibility with the Group per annum.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

(9) Dr. QIAN Shizheng, aged 55, Independent Non-executive Director

Dr. Qian was appointed as an independent non-executive director in February 2005. Dr. Qian is the chief financial officer of Shanghai Industrial Investment (Holdings) Limited. He holds a doctorate degree in management from Fudan University and has previously worked for Fudan University as an Associate Professor of the Department of Accountancy. Dr. Qian is currently an executive director of Shanghai Industrial Holdings Limited (stock code: 363). He has over 22 years of experience in the finance and accounting fields.

Save as disclosed above, Dr. Qian has not held directorships in any other listed public companies in the last three years. Dr. Qian is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Dr. Qian has entered into an appointment letter with the Company. The term of office is from 17 February 2005 to the date of AGM. Dr. Qian’s appointment to the Company as a Director is subject to the rotational retirement requirements under the Company’s Articles of Association. Dr. Qian has received a director’s fee of approximately RMB100,000 which is based on his level of experience, qualification, and responsibility with the Group for the year ended 31 December 2007.

Save as disclosed above, there is no other information that needs to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

– 19 –

NOTICE OF AGM

CHINA INFRASTRUCTURE MACHINERY HOLDINGS LIMITED

*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3339)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Infrastructure Machinery Holdings Limited (the “ Company ”) will be held at 1/F., Lecture Room, Jucai Office Building, 26 Minyi Road, Xingqiao, Songjiang Industrial, Shanghai 201612, PRC on 15 May, 2008 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors and the auditors for the year ended 31 December 2007.

2. To consider and declare a final dividend for the year ended 31 December 2007.

3. To appoint independent non-executive Directors and to authorise the Board to fix the Directors’ remuneration.

4. To re-elect directors and to authorise the Board to fix the directors’ remuneration.

5. To re-appoint Messrs. Deloitte Touche Tohmatsu as the Auditors of the Company and to authorise the Board to fix their remuneration.

6. As special business, to consider and, if thought fit, pass (with or without modifications) the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for shares, which might require the exercise of such power be and is hereby generally and unconditionally approved;

• For identification purpose only

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NOTICE OF AGM

• (b) the approval in paragraph (a) shall be in addition to any other authorization given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options, warrants or convertible securities, which might require the exercise of such power 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 an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the subscription rights or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; (iii) the exercise of subscription rights under any share option scheme or similar arrangement for the time being adopted by the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iv) any scrip dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and

• (d) for the purposes of this resolution, “ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier 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 to be held; and

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“ Rights Issue ” means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such 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 any recognised regulatory body or any stock exchange in any territory applicable to the Company).”

– 21 –

NOTICE OF AGM

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

“ THAT :

• (a) subject to paragraph (c), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company or any other rights to subscribe shares in the capital of the Company in each case on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the directors of all the powers of the Company to repurchase such shares, subject to and in accordance with all applicable laws or the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;

• (b) in addition, the approval in paragraph (a) shall authorise the directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the directors of the Company;

• (c) the aggregate nominal amount of shares or any other rights to subscribe shares in the capital of the Company in each case which are authorised to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the authority pursuant to paragraph (a) shall be limited accordingly; and

• (d) for the purposes of this resolution, “ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier 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 to be held; and

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

– 22 –

NOTICE OF AGM

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

“ THAT subject to the passing of resolutions no. 5 and 6 as set out in the notice convening the meeting of which this resolution forms part, the general mandate granted to the directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and deal with new shares pursuant to the resolution no. 5 set out in the said notice be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted 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 repurchased by the Company under the authority granted pursuant to the said resolution no. 6, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution.”

By Order of the Board Li San Yim Chairman

Hong Kong, 23 April 2008

Notes:

1. The register of members of the Company will be closed from 9 April 2008 to 11 April 2008, both days inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m., 8 April 2008.

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

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorised to sign the same.

4. In order to be valid, the form of proxy must be lodged at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Rooms 1712-1718, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or any adjourned meeting.

5. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

6. Where there are joint holders of any shares in the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

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NOTICE OF AGM

1. With regard to item no.3 in this notice, the Board proposes to appoint Mr. Han Xuesong and Pro. Wang Fanghua as the independent non-executive Directors. Biographical details of these Directors are set out in Appendix II of the circular to shareholders dated 23 April 2008.

2. With regard to item no.4 in this notice, the board of directors of the Company proposes that the retiring directors namely, Mr. Li San Yim, Mr. Qiu Debo, Mr. Luo Jianru, Dr. Mou Yan Qun, Mr. Chen Chao, Mr. Lin Zhong Ming, Ms. Ngai Ngan Ying, Ms. Fang Deqin and Dr. Qian Shizheng be re-elected as directors of the Company. Details of these directors are set out in Appendix II of the circular to shareholders dated 23 April 2008.

3. As at the date of this notice, Mr. Li San Yim, Mr. Qiu Debo, Mr. Luo Jianru, Dr. Mou Yan Qun, Mr. Chen Chao, Mr. Lin Zhong Ming and Dr. Zhang Hong as the executive directors, Ms. Ngai Ngan-Ying and Ms. Fang Deqin are the non-executive directors and Professor Yang Hongqi, Dr. Qian Shizheng and Mr. Lo Peter are the independent non-executive directors.

4. This circular and the accompaning form of proxy have been sent to the Shareholders together with the 2007 Annual Report of the Company.

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