Min Xin Holdings Limited — Proxy Solicitation & Information Statement 2007

Apr 23, 2007

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Investments Holdings Limited , you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

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**CHINA INVESTMENTS HOLDINGS LIMITED ***

(Incorporated in Bermuda with limited liability)

(Stock Code: 132)

DISCLOSEABLE TRANSACTION DISPOSAL OF PROPERTY

A letter from the Board is set out on pages 3 to 7 of this circular.

* For identification purpose only

23 April 2007

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	THE PRELIMINARY AND FORMAL SALE AND PURCHASE AGREEMENTS . . . . . . .	4
3.	INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	INFORMATION OF OTHER PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	REASONS FOR AND BENEFIT OF THE DISPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	FINANCIAL EFFECTS OF THE DISPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	DISCLOSEABLE TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		8

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DEFINITIONS

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

“Agreements”	the Formal Agreement and the Preliminary Sale and Purchase
	Agreement
“Board”	the board of Directors
“Company”	China Investments Holdings Limited ( *),
	a company incorporated in Bermuda with limited liability, the
	Shares of which are currently listed on the Main Board
“Completion”	completion of the sale and purchase of the Property to be done
	on or before 15 May 2007
“Consideration ”	HK$30,000,000.00 being the total consideration for the sale
	and purchase of the Property, as more particularly set out
	under the section headed “Consideration and other Charges”
	of this circular
“Directors”	the directors of the Company
“Disposal”	the disposal of the Property by Greenswood as vendor to
	Early Pioneer as purchaser
“Early Pioneer” or “Purchaser”	Early Pioneer Limited, an Independent Third Party
“Formal Agreement”	the formal sale and purchase agreement entered into by
	Greenswood as vendor and Early Pioneer as purchaser in
	relation to the sale and purchase of the Property on 18 April
	2007
“Greenswood” or “Vendor”	Greenswood Property Limited, a limited company
	incorporated in Hong Kong, an indirect wholly-owned
	subsidiary of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Independent Third Party”	an independent third party not connected with any of the
	Directors, chief executive or substantial shareholders of the
	Company or any of its subsidiaries or their respective
	associates, as defined in the Listing Rules
“Latest Practicable Date”	20 April 2007, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	for inclusion in this circular;

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DEFINITIONS

“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange
“Main Board”	the main board operated by the Stock Exchange
“PRC”	The People’s Republic of China, which for the purpose of this
	circular excludes Hong Kong, the Macao Special
	Administrative Region of the PRC and Taiwan
“Property”	all that Portion A1, B, B1, C, C1, D, D1 on 5th Floor, Portion
	C, C1 on 6th Floor and Portion A, A1, B, B1, C and their
	Roofs on 7th Floor, Kiu Sun Factory Building, No.41 King
	Yip Street, Kowloon, Hong Kong
“Preliminary Sale and Purchase	the preliminary sale and purchase agreement dated 20 March
Agreement”	2007, entered into between Greenswood as vendor and Early
	Pioneer as purchaser in relation to the sale and purchase of the
	Property
“Share(s)”	the shares of the Company
“Shareholders”	holders of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong

* For identification purpose only

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LETTER FROM THE BOARD

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CHINA INVESTMENTS HOLDINGS LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 132)

Executive Directors: LEUNG Siu Fai (Chairman) YOU Guang Wu (Vice Chairman) KAM Hung Chung (Managing Director) WANG Jin Yuan

Registered Office: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

Independent Non-Executive Directors: CHAN Kwok Wai CHEN Da Cheng DENG Hong Ping

Head office and Principal place of business in Hong Kong: Unit 601, Tsim Sha Tsui Centre, 66 Mody Road, Tsimshatsui, Kowloon, Hong Kong.

23 April 2007

To the Shareholders,

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION DISPOSAL OF PROPERTY

INTRODUCTION

The Board announced in an announcement dated 30 March 2007 that on 20 March 2007, Greenswood, an indirect wholly owned subsidiary of the Company and Early Pioneer, an Independent Third Party have entered into the Preliminary Sale and Purchase Agreement whereby Greenswood agreed to sell and Early Pioneer agreed to purchase the Property for a consideration of HK$30,000,000.00. The Formal Agreement was entered on 18 April 2007 between the Purchaser and the Vendor to reflect the Preliminary Sale and Purchase Agreement.

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LETTER FROM THE BOARD

The Disposal contemplated under the Preliminary Sale and Purchase Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to give you further information of the Disposal of the Property and other information as required under the Listing Rules.

THE PRELIMINARY AND FORMAL SALE AND PURCHASE AGREEMENTS

Date: Preliminary: 20 March 2007 Formal: 18 April 2007 Parties: a) Vendor: Greenswood Property Limited , an indirect wholly owned subsidiary of the Company b) Purchaser: Early Pioneer Limited , the Directors (including independent non-executive directors) confirm that, to the best of their knowledge, information and belief having made all reasonable enquiry, the Purchaser and the ultimate beneficial owner of the Purchaser are Independent Third Parties and are independent of the Company and its connected person. The Group had not been in any transaction with the Purchaser during the past 12 months preceding the date of the Preliminary Sale and Purchase Agreement.

The Formal Agreement superseded the Preliminary Sale and Purchase Agreement.

Assets:

Description of the Property: Portion A1, B, B1, C, C1, D, D1 on 5th Floor, Portion C, C1 on 6th Floor and Portion A, A1, B, B1, C and their Roofs on 7th Floor, Kiu Sun Factory Building, No.41 King Yip Street, Kowloon, Hong Kong.

The Property is held by the Group as rental property for investment purpose since 31 December 1996. The Property is sold subject to the existing tenancies. All the existing tenancies of Property are made with Independent Third Party. The rental income received by the Group amounted to HK$808,000.00 for the year ended 31 December 2004, HK$962,000.00 for the year ended 31 December 2005 and HK$1,151,000.00 for the year ended 31 December 2006. The Property is not subject to any mortgage or loan arrangement. Therefore, there is no interest expenses due to any financial institution.

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LETTER FROM THE BOARD

Consideration and other Charges:

The Consideration of HK$30,000,000.00 was agreed after arm’s length negotiation and on normal commercial terms between the Vendor and the Purchaser with reference to the valuation of the Property as at 31 December 2006 performed by an independent valuer who was appointed by the Company, at a total market value of HK$29,500,000.00 The Consideration has been or shall be (as applicable) paid in cash or by cheque or by cashier order as follows:-

• (i) HK$1,500,000.00 being the initial deposit representing 5% of the Consideration was already paid by the Purchaser to the Vendor upon the signing of the Preliminary Sale and Purchase Agreement;

• (ii) HK$1,500,000.00 being the further deposit representing 5% of the Consideration was already paid by the Purchaser to the Vendor on 18 April 2007; and

• (iii) the balance of HK$27,000,000.00 upon Completion on or before 15 May 2007.

The real estate agent commission fees of HK$300,000.00 and HK$300,000.00 are payable by the Vendor and the Purchaser respectively on or before 15 May 2007.

Formal Agreement:

The Formal Agreement reflecting the terms and conditions of the Preliminary Sale and Purchase Agreement was signed by the parties thereto on 18 April 2007 which superseded the Preliminary Sale and Purchase Agreement.

Terms:

Certain terms of the Agreements, inter alia:

• Pursuant to the Formal Agreement, the Vendor and the Purchaser conditionally agree that the Vendor will sell and the Purchaser will purchase the Property.

• The Property is sold to the Purchaser free from encumbrances and on an “as is” basis.

• The Vendor is required to prove that the Vendor owns good title to the Property and is selling the Property as the beneficial owner of such.

• Completion of the sale and purchase of the Property shall take place on or before 15 May 2007.

• The Purchaser agrees to purchase the Property subject to the existing tenancy upon Completion.

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LETTER FROM THE BOARD

INFORMATION OF THE GROUP

The Vendor is principally engaged in property investment. The principal activities of the Group are manufacturing and trading of fiberboards, property development and investment, hotel operation and investment holding. Upon the Disposal, the Group still owns various hotel, investment properties and properties held for sale in PRC and/ or Hong Kong.

INFORMATION OF OTHER PARTIES

So far as the Directors are aware, having made all reasonable enquiry, the Purchaser is principally engaged in property investment.

REASONS FOR AND BENEFIT OF THE DISPOSAL

The Directors (including independent non-executive directors) consider that the Disposal would generate more capital resources to the Group and considering of the aging condition of the Property, which was built approximately 40 years ago, the Group had previously been seeking for opportunities for realization of the Property. In view of the recent booming property market, the Group decided to dispose of the Property with a result of generating gains to the Group.

The Directors consider that the terms of the Disposal are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

FINANCIAL EFFECTS OF THE DISPOSAL

Based on the net asset value as per the latest management accounts of Greenswood as at 31 December 2006 of HK$29,500,000.00, the Disposal will result in an expected gain of approximately HK$150,000.00 to the Group, after deduction of real estate agent commission and other fees. The Property was acquired by the Vendor on 31 December 1996. It was revalued by an independent valuer as at 31 December 2006, at HK$29,500,000.00. After Completion, the Group’s investment in the Property will be realized in cash, resulting in a positive effect on the Group’s working capital position.

USE OF PROCEEDS

The net proceeds from the Disposal will be used by the Group as its general working capital, including for use in future developments and investments.

DISCLOSEABLE TRANSACTION

As the relevant applicable percentage ratio calculated pursuant to Rules 14.07 (4) of the Listing Rules exceed 5% but is less than 25%, the Disposal constitutes a discloseable transaction for the Company under the Listing Rules.

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LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the appendix headed “General Information” to this circular.

Yours faithfully, By order of the Board

China Investments Holdings Limited LEUNG Siu Fai

Chairman

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GENERAL INFORMATION

APPENDIX

(1) RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. 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 matters the omission of which would make any statement in this circular misleading.

(2) DIRECTORS’ INTERESTS IN SHARES

As at the Latest Practicable Date, the interests and short positions of the Directors in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”) are as recorded in the register maintained by the Company pursuant to Section 352 of the SFO were as follows: -

Long positions in shares of the Company and its associated corporations

	Number of			% of total issued share
	shares of the	Nature of		capital as at the Latest
Name of Director	Company	Interest	Notes	Practicable Date
Leung Siu Fai	151,610,779	Corporate	1	16.44%
Kam Hung Chung	58,971,428	Corporate	2	6.39%

Notes:

1. These shares were held by Mighty Management Limited which was wholly-owned by Mr. Leung Siu Fai.

2. These shares were held by Sintex Investment Limited in which Mr. Kam Hung Chung had 50% interest.

Save as disclosed above, none of the Directors or the chief executives of the Company had or was deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company or any associated corporation as recorded in the register required to be kept under section 352 of the SFO as the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX

(3) SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, according to the register of substantial shareholders maintained by the Company pursuant to Section 336 of the SFO, the persons who were interested in 5% or more in the shares and underlying shares of the Company are as follows: -

Long positions in shares of the Company

				Approximate percentage	Approximate percentage	Approximate percentage
		Number of		**(in **	aggregate) of total
	Number of	underlying		issued share capital
	shares of	Shares in			as at the Latest
	the	derivative				Practicable
Name	Company	**interests ***	Notes	Capacity		Date
Leung Siu Fai	151,610,779	—	1	Controlled corporation		16.44%
Mighty Management	151,610,779	—	1	Beneficial owner		16.44%
Limited
Industrial and Commercial	131,657,142	—		Beneficial owner		14.27%
Bank of China
Nam Keng Van Investment	89,271,895	32,592,592	2	—		13.21%
Co. Ltd.
Lau Ming En	700,000	111,111,111		Beneficial owner		12.12%
Fung Kam Wing	—	111,111,111		Beneficial owner		12.05%
Topgrow Limited	—	92,592,592		Nominee for another person		10.04%
Wideco Investment Limited	—	92,592,592		Nominee for another person		10.04%
Delight View Enterprises	—	74,074,074		Nominee for another person		8.03%
Limited
Kam Hung Chung	58,971,428	—	3	Controlled corporation		6.39%
Sintex Investment Limited	58,971,428	—	3	Beneficial owner		6.39%
Zhong Baoguo	58,971,428	—	3	Controlled corporation		6.39%
Oriental Trade Ltd.	55,555,555	—		Beneficial owner		6.02%
Success Digital	—	55,555,555		Beneficial owner		6.02%
International Limited
Gearway Limited	—	55,555,555		Nominee for another person		6.02%
He Yongwen	48,917,142	—	4	Controlled corporation		5.30%
New City Holdings Limited	48,917,142	—	4	Beneficial owner		5.30%

• being unlisted physically settled derivatives interests

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GENERAL INFORMATION

APPENDIX

Notes:

1. These 151,610,779 shares were held by Mighty Management Limited which was wholly-owned by Mr. Leung Siu Fai.

2. These interests (including derivative interests in respect of 32,592,592 Shares) were disclosed by Nam Keng Van Investment Co. Ltd.

3. These 58,971,428 shares were held by Sintex Investment Limited in which Mr. Kam Hung Chung had 50% interest and Mr. Zhong Baoguo had 50% interest.

4. These 48,917,142 shares were held by New City Holdings Limited which was wholly-owned by Mr. He Yongwen.

Save as disclosed above, no other parties were recorded in the register as having an interest in 5% or more of the issued share capital of the Company.

(4) COMPETING INTERESTS OF THE DIRECTORS

As at the Latest Practicable Date, none of the Directors and their respective associates had any interests in a business which competes or is likely to compete, either directly or indirectly with the business of the Group.

(5) SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has entered, or proposed to enter, into a service contract with the Group which does not expire or is not determinable by any member of the Group within one year without compensation (other than statutory compensation).

(6) LITIGATION

There are certain claims against Nanhai Heng Da Timber Company Limited and Foshan City Nanhai Jia Shun Timber Company Limited in relation to certain bank loan contracts and guarantee, details of which are set out in pages 4, 68 - 72 of the annual report of the Company for the year ended 31 December 2006, pages 25 to 28 of the interim report of the Company for the six months ended 30 June 2006 and the announcement of the Company dated 22 September 2006.

Save as disclosed, as at the Latest Practicable Date and so far as the Directors are aware, no member of the Group is engaged in any litigation or arbitration proceedings of material importance and there is no litigation or claim of material importance known to the Directors to be pending or threatened by or against the Company or any member of the Group.

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GENERAL INFORMATION

APPENDIX

• (7) GENERAL

• (a) The company secretary of the Company is Mr. Lo Tai On, who is an associate member of the Hong Kong Institute of Certified Public Accountants.

• (b) The qualified accountant of the Company is Mr. Ng Chun Hing, who is an associate member of the Hong Kong Institute of Certified Public Accountants and a Certified Practising Accountant member of the CPA Australia.

• (c) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

• (d) The principal place of business of the Company in Hong Kong is located at Unit 601, Tsim Sha Tsui Centre, 66 Mody Road, Tsimshatsui, Kowloon, Hong Kong.

• (e) The branch share registrar of the Company is Progressive Registration Limited, 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong.

• (f) The English text of this circular shall prevail over the Chinese text in case of inconsistency.

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