Minmetals Land Limited — Proxy Solicitation & Information Statement 2009

Aug 12, 2009

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 Mascotte Holdings Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 136)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, REFRESHMENT OF SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at 30/F., China United Centre, 28 Marble Road, North Point, Hong Kong on 4 September 2009 at 9:00 a.m. or any adjournment thereof is set out on pages 14 to 17 in this circular. A form of proxy for use in connection with the Annual General Meeting is also enclosed herewith.

Whether or not you are able to attend the Annual General Meeting, you are advised to read the notice of the Annual General Meeting and to complete and return the enclosed form of proxy, in accordance with the instructions printed thereon, to the office of the Company’s Hong Kong branch share registrar and transfer office, Tricor Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion of the form of proxy and its return will not preclude you from attending and voting in person at, the Annual General Meeting or any adjourned meeting, if you so wish.

13 August 2009

CONTENTS

	Page
Definitions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Explanatory statement on the Proposed Repurchase Mandate .	8
Appendix II – Details of Directors proposed to be re-elected at the Annual
General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• “Annual General Meeting”

the annual general meeting of the Company to be held at 30/F., China United Centre, 28 Marble Road, North Point, Hong Kong on 4 September 2009 at 9:00 a.m., to consider and, if appropriate, to approve the Ordinary Resolutions or any adjournment thereof;

• “Board”

the board of Directors;

• “Bye-Laws”

• the bye-laws of the Company;

• “Code” the Code on Takeovers and Mergers;

• “Company”

• Mascotte Holdings Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the Stock Exchange;

• “Directors” directors of the Company;

• “Existing Issue Mandate”

• a general mandate granted to the Directors at the annual general meeting of the Company held on 5 September 2008 to allot, issue and deal with Shares not exceeding 20% of the aggregate number of shares comprised in the share capital of the Company in issue as at 5 September 2008;

• “Existing Repurchase Mandate”

• a general mandate granted to the Directors at the annual general meeting of the Company held on 5 September 2008 to repurchase Shares not exceeding 10% of the aggregate number of shares comprised in the share capital of the Company in issue as at 5 September 2008;

• “Group”

• the Company and its subsidiaries;

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong;

• “Hong Kong”

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

• “Latest Practicable Date”

• 11 August 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

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DEFINITIONS

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange;

• “Model Code”

• The Model Code for Securities Transactions by Directors of Listed Companies;

• “Ordinary Resolutions”

• the ordinary resolutions to be proposed and passed at the Annual General Meeting for the matters as set out in the notice of the Annual General Meeting;

• “Proposed Issue Mandate”

• a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and deal with Shares of not exceeding 20% 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;

• “Proposed Repurchase Mandate”

• a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% 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;

• “Scheme Mandate Limit”

• the meaning ascribed thereto in the section headed “Refreshment of the Scheme Mandate Limit” in the Letter from the Board in this circular;

• “SFO”

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

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

• “Share Option Scheme” the share option scheme adopted by the Shareholders on 21 August 2003;

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

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

• “%”

per cent.

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LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 136)

Executive Directors:

Mr. Peter Temple Whitelam (Chairman) Mr. Lo Yuen Wa Peter (Acting Chief Executive Officer) Mr. Au Yeung Kai Chor Mr. Lam Suk Ping Ms. Song Jiajia

Independent non-executive Directors: Mr. Chan Sze Hung Ms. Kristi L Swartz Ms. Hui Wai Man, Shirley

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: 1st Floor Po Chai Industrial Building 28 Wong Chuk Hang Road Aberdeen Hong Kong

13 August 2009

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, REFRESHMENT OF SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you information regarding the following resolutions to be proposed at the Annual General Meeting to enable you to make an informed decision on whether to vote for or against the Ordinary Resolutions.

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LETTER FROM THE BOARD

At the Annual General Meeting, resolutions including amongst others, (i) granting to the Directors the Proposed Issue Mandate; (ii) granting to the Directors the Proposed Repurchase Mandate; (iii) extension of the Proposed Issue Mandate to include Shares repurchased pursuant to the Proposed Repurchase Mandate; (iv) refreshment of the Scheme Mandate Limit; and (v) re-election of Directors will be proposed to the Shareholders for approval.

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 5 September 2008, resolutions were passed granting the Directors the Existing Issue Mandate and the Existing Repurchase Mandate. In accordance with the provisions of the Listing Rules and the terms of the Existing Issue Mandate and the Existing Repurchase Mandate, the Existing Issue Mandate and the Existing Repurchase Mandate shall lapse at the conclusion of the Annual General Meeting.

At the Annual General Meeting, separate Ordinary Resolutions will be proposed including, among others:

• (a) to grant the Proposed Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at the date of passing the resolution. The Proposed Issue Mandate will end on the earliest of the date of the next annual general meeting of the Company, the date by which the next annual general meeting of the Company is required to be held by the Bye-Laws or any applicable laws of Bermuda or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company. Based on 485,924,015 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased prior to the date of the Annual General Meeting, the Directors will be authorised to issue up to 97,184,803 Shares under the Proposed Issue Mandate;

• (b) to grant the Proposed Repurchase Mandate to the Directors to exercise all powers of the Company to repurchase issued Shares subject to the criteria set out in this circular. Under such Proposed Repurchase Mandate, the maximum number of Shares that the Company may be repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution. As at the Latest Practicable Date, the number of Shares in issue of the Company was 485,924,015 Shares. Subject to the passing of the proposed ordinary resolution approving the granting of the Proposed Repurchase Mandate and on the basis that none of the outstanding share options of the Company is exercised pursuant to the Share Option Scheme and no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Proposed Repurchase Mandate to repurchase a maximum of 48,592,401 Shares, being 10% of the entire issued share capital of the Company as at the date of passing of the resolution in relation thereof. The Proposed Repurchase Mandate will end on the earliest of the date of the next annual general meeting of the

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LETTER FROM THE BOARD

Company, the date by which the next annual general meeting of the Company is required to be held by the Bye-Laws or any applicable laws of Bermuda or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company; and

• (c) subject to the passing of the aforesaid ordinary resolutions of the Proposed Issue Mandate and the Proposed Repurchase Mandate, to extend the number of Shares to be issued and allotted under the Proposed Issue Mandate by an additional number representing such number of Shares repurchased under the Proposed Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions for the Proposed Repurchase Mandate at the Annual General Meeting.

REFRESHMENT OF SCHEME MANDATE LIMIT

In order to provide the Company with greater flexibility in granting share options to eligible persons (including but not limited to employees and Directors) of the Company under the Share Option Scheme as incentives or rewards for their contribution to the Company, the Board decided to seek the approval from the Shareholders at the Annual General Meeting to refresh the Scheme Mandate Limit of the Share Option Scheme.

The Share Option Scheme was adopted on 21 August 2003. Pursuant to the terms of the Share Option Scheme, among other things:

• (1) the maximum number of Shares which may be issued upon exercise of all outstanding share options granted under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the total number of Shares in issue from time to time (the “ Overall Limit ”); and

• (2) the number of Shares in respect of which share options may be granted under the Share Option Scheme and any other share option schemes of the Company shall not exceed 10% of the total number of Shares in issue on the day of adoption of the Share Option Scheme (“ Scheme Mandate Limit ”).

The Company may renew the Scheme Mandate Limit at any time subject to prior Shareholders’ approval in general meeting and the Stock Exchange granting listing of and permission to deal in the Shares to be issued upon exercise of options pursuant to the refreshment of the Scheme Mandate Limit. However, the total number of Shares which may be issued upon exercise of all share options granted under the Share Option Scheme and any other share option schemes of the Company under the Scheme Mandate Limit as “refreshed” must not exceed 10% of the Shares in issue as at the date of the approval of the Scheme Mandate

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LETTER FROM THE BOARD

Limit. Share options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised) will not be counted for purpose of calculating the Scheme Mandate Limit as “refreshed”.

The existing Scheme Mandate Limit of the Share Option Scheme is 28,592,401 Shares, being 10% of the Shares of the Company in issue on the day the Scheme Mandate Limit was approved on 5 September 2008. As at the Latest Practicable Date, no option has been granted under the Share Option Scheme. The Directors believe that the Share Option Scheme is a cost effective way to provide incentives to, and recognize the contributions of, the Group’s employees and other selected grantees. The refreshment of the Scheme Mandate Limit will give the Directors more flexibility in employing the Share Option Scheme in the future should they need to grant share options that are over the existing limit. Accordingly, the Directors would like to take the AGM as an opportunity to approve the refreshment of the Scheme Mandate Limit instead of holding a separate special general meeting.

If the Scheme Mandate Limit is “refreshed” at the Annual General Meeting, on the basis of 485,924,015 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are issued or purchased by the Company prior to the Annual General Meeting, the Scheme Mandate Limit will be “refreshed” to 48,592,401 Shares and allows the Company to grant further share options under the Share Option Scheme carrying the rights to subscribe for a maximum of 48,592,401 Shares (the “ Refreshed Limit ”).

The Refreshed Limit arising from the “refreshing” of the Scheme Mandate Limit of 48,592,401 Shares does not exceed the Overall Limit. Save for the Share Option Scheme, the Company has no other share option schemes as at the Latest Practicable Date.

The refreshment of the Scheme Mandate Limit is subject to (i) the Shareholders’ approval at the Annual General Meeting; and (ii) the Listing Committee granting approval for the listing of and permission to deal in the Shares to be issued pursuant to the exercise of any share options granted under the refreshed limit of the Share Option Scheme.

Application will be made to the Stock Exchange for listing of and permission to deal in the Shares to be issued upon exercise of share options pursuant to the refreshment of the Scheme Mandate Limit.

RE-ELECTION OF DIRECTORS

Pursuant to bye-law 87 of the Bye-laws, Mr. Peter Temple Whitelam, Mr. Lam Suk Ping and Ms. Hui Wai Man, Shirley will retire from office at the Annual General Meeting by rotation, and being eligible, will offer themselves for re-election. Pursuant to bye-law 86 of the Bye-laws; Ms. Song Jiajia will retire from office at the Annual General Meeting, and being eligible, will offer herself for re-election. At the Annual General Meeting, ordinary resolutions will be proposed to re-elect Mr. Peter Temple Whitelam, Mr. Lam Suk Ping, Ms. and Ms. Song Jiajia as executive Directors and Ms. Hui Wai Man, Shirley as independent non-executive Director. Particulars of the Directors proposed to be elected and re-elected in the Annual General Meeting are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

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 enquires, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 30/F., China United Centre, 28 Marble Road, North Point, Hong Kong on 4 September 2009 at 9:00 a.m. is set out on pages 14 to 17 in this circular. A form of proxy is also enclosed herewith.

Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company’s Hong Kong branch share registrar and transfer office, Tricor Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time fixed for holding of the Annual General Meeting or any adjourned meeting. Completion of the form of proxy and its return will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting, if you so wish. Pursuant to Rule 13.39(4) of the Listing Rules, voting by the Shareholders at the Annual General Meeting will be by poll.

RECOMMENDATION

The Directors consider that the Ordinary Resolutions, including the proposed resolutions approving the Proposed Issue Mandate and the Proposed Repurchase Mandate and refreshment of the Scheme Mandate Limit, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of all the Ordinary Resolutions.

Yours faithfully, For and on behalf of the Board of Mascotte Holdings Limited Peter Temple Whitelam Chairman

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EXPLANATORY STATEMENT ON THE PROPOSED REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the Ordinary Resolution.

LISTING RULES FOR REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing are on the Stock Exchange to repurchase their own shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below.

Shareholders’ Approval

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

Sources of Funds

Repurchases must be funded out of funds legally available for that purpose and in accordance with the Company’s Bye-laws and the laws of Bermuda.

Share Capital

As at the Latest Practicable Date, the number of Shares in issue was 485,924,015 Shares. Subject to the passing of the resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase up to a maximum of 48,592,401 Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by the Bye-Laws or any applicable laws of Bermuda or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

Reasons for Repurchases

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. 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/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase Shares in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the

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EXPLANATORY STATEMENT ON THE PROPOSED REPURCHASE MANDATE

APPENDIX I

general mandate to repurchase Shares were to be exercised in full at the currently prevailing market value, it would have a material adverse impact on the working capital position and gearing position of the Company, as compared with the positions disclosed in the audited consolidated accounts of the Company as at 31 March 2009, being the date to which the latest published audited accounts of the Company were made up. The Directors do not propose to exercise the mandate to repurchase Shares 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.

Share Prices

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months preceding the Latest Practicable Date.

		Highest		Lowest
Month	trade price		trade price
		HK$		HK$
2008
August		1.670		1.240
September		1.710		1.250
October		1.290		0.900
November		1.180		0.990
December		1.130		0.920
2009
January		1.030		0.830
February		0.910		0.770
March		0.800		0.500
April		0.580		0.485
May		1.000		0.485
June		1.800		1.000
July		1.760		1.480
August (up to the Latest Practicable Date)		1.610		1.490

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their associates currently intends to sell any Shares to the Company or its subsidiaries in the event that the Proposed Repurchase Mandate is approved.

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

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EXPLANATORY STATEMENT ON THE PROPOSED REPURCHASE MANDATE

APPENDIX I

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

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

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Willie International Holdings Limited (“ Willie ”), was a substantial shareholder of the Company, holding 141,655,800 Shares or approximately 29.15% of the issued share capital of the Company. In the event that the Directors exercise in full the Proposed Repurchase Mandate, the shareholding of Willie in the Company would be increased to approximately 32.39% of the issued share capital of the Company and such increase would give rise to an obligation to make a mandatory general offer under Rule 26 of the Code. The Directors currently have no intention to exercise the Repurchase Mandate to such extent that would trigger a mandatory offer by any Shareholder under Rule 26 of the Code or result in the amount of shares held by the public being reduced to less than 25% of the issued share capital of the Company.

The Company has not repurchased any Shares on the Stock Exchange in the six months preceding the Latest Practicable Date.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Stated below are the details of the Directors who will be eligible for re-election at the Annual General Meeting:

EXECUTIVE DIRECTORS

Mr. Peter Temple WHITELAM

Mr. Peter Temple WHITELAM , aged 80, joined the Group on 1 August 2007 and had been appointed as Chairman of the Board on 7 April 2008. He is a specialist consultant in global branding and international communications. After graduating from Pembroke College, Oxford University, he joined the British Broadcasting Corporation (BBC) before winning a Fulbright Scholarship to study educational radio and television in the United States. Following four years at NBC-TV in New York, he began a long career in advertising, creating national and international campaigns for such clients as British Airways, Unilever, Nabisco, ESPN, Colgate, Cadbury, General Motors, American Express, Nomura Securities, and the Bank of Montreal. Mr. Whitelam has worked as a creative strategist in Boston, New York, London, Montreal, Toronto, Tokyo and Taiwan and received international awards for his ideas. Recently he has been developing brand strategies both for companies and government agencies. This is combined with his knowledge and interest in documentary film. Mr. Whitelam has a long time acquaintance with Asia, having visited and worked in eight different countries in the Asia Pacific region. Mr. Whitelam is currently an independent non-executive director of Freeman Corporation Limited, a listed company in Hong Kong.

Mr. Whitelam has entered into a letter of employment with the Company for one year expiring on 31 July 2009 which has been extended for one further year commencing from 1 August 2009, subject to retirement by rotation and re-election in accordance with the Bye-Laws. He is entitled to receive a monthly salary of HK$42,800 with reference to his duties and responsibilities with the Company.

Save as being an executive Director, Mr. Whitelam has no relationships with any directors, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, Mr. Whitelam was not interested in and did not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

There is no other information in relation to Mr. Whitelam which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save as disclosed herein, there is no other matter which ought to be brought to the attention of holders of securities of the Company in relation to the re-election of Mr. Whitelam.

Mr. LAM Suk Ping

Mr. LAM Suk Ping , aged 52, holds a Master degree in Business Administration from the University of Hull, the United Kingdom. He has over 25 years’ experience in auditing, finance and accounting, investment and business management. Mr. Lam does not hold other directorship in any other listed companies in Hong Kong.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

There is no service contract between the Company and Mr. Lam. He has no fixed term of service with the Company and is subject to retirement by rotation and re-election in accordance with the Bye-Laws. Mr. Lam is entitled to receive a monthly salary of HK$48,000 with reference to his duties and responsibilities with the Company.

Save as being an executive Director, Mr. Lam has no relationships with any directors, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, Mr. Lam is interested in 300,000 Shares within the meaning of Part XV of the SFO.

There is no other information in relation to Mr. Lam which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save as disclosed herein, there is no other matter which ought to be brought to the attention of holders of securities of the Company in relation to the re-election of Mr. Lam.

Ms. SONG Jiajia

Ms. Song Jiajia , aged 29, holds a Master degree in Mathematics from Harvard University in the United States and a Bachelor degree in Mathematics from Beijing University in China. She has previously worked for top international investment banks, including Goldman Sachs & Co., Credit Suisse First Boston, and has worked for PriceWaterhouseCoopers, LLC in Structured Finance Group and has extensive experience in financial market. Ms. Song did not hold any directorships in other listed companies in the last three years. She does not hold any other positions in the Company or other members of the Group.

There is no service contract between the Company and Ms. Song. She has no fixed term of service with the Company and is subject to retirement by rotation and re-election in accordance with the Bye-Laws. Ms. Song did not receive any emolument and director’s fee from the Company.

Save as being an executive Director, Ms. Song has no relationships with any directors, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, Ms. Song was not interested in and did not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

There is no other information in relation to Ms. Song which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save as disclosed herein, there is no other matter which ought to be brought to the attention of holders of securities of the Company in relation to the re-election of Ms. Song.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

INDEPENDENT NON-EXECUTIVE DIRECTOR

Ms. HUI Wai Man, Shirley

Ms. HUI Wai Man, Shirley , aged 42, is a practising accountant in Hong Kong. She has over 20 years of professional experience in public accounting and corporate finance. She is a fellow of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants, the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Chartered Secretaries. Ms. Hui is also a non-executive director and Chairlady of Eco-Tek Holdings Limited and independent non-executive director of (i) Goldin Financial Holdings Limited (formerly Fortuna International Holdings Limited), (ii) New Media Group Holdings Limited and (iii) Freeman Corporation Limited, which are listed public companies in Hong Kong. She does not hold any other positions in the Company or other members of the Group.

There is no service contract between the Company and Ms. Hui. She has no fixed term of service with the Company and is subject to retirement by rotation and re-election in accordance with the Bye-Laws. Ms. Hui is entitled to receive an annual director’s fee of HK$120,000 with reference to her duties and responsibilities with the Company.

Save as being an independent non-executive Director, Ms. Hui has no relationships with any directors, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, Ms. Hui was not interested in and did not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

There is no other information in relation to Ms. Hui which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save as disclosed herein, there is no other matter which ought to be brought to the attention of holders of securities of the Company in relation to the re-election of Ms. Hui.

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NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in Bermuda with limited liability)

(Stock Code: 136)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Mascotte Holdings Limited (the “ Company ”) will be held at 30/F., China United Centre, 28 Marble Road, North Point, Hong Kong on 4 September 2009 at 9:00 a.m. for the following purposes:

ORDINARY BUSINESS

1. To receive and consider the audited financial statements and the reports of the directors of the Company (the “ Directors ”) and of the auditors of the Company (the “Auditors”) for the year ended 31 March 2009;

2. (a) To re-elect Mr. Peter Temple Whitelam as executive Director;

3. (b) To re-elect Mr. Lam Suk Ping as executive Director;

4. (c) To re-elect Ms. Song Jiajia as executive Director;

5. (d) To re-elect Ms. Hui Wai Man, Shirley as independent non-executive Director;

6. (e) To authorize the Directors to fix their own remuneration;

7. To re-appoint Mazars CPA Limited as the Auditors and to authorize the Directors to fix their remuneration;

As special business, to consider and, if thought fit, to pass the following resolutions as ordinary resolutions of the Company:

SPECIAL BUSINESS

1. “ THAT :

2. (A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant

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NOTICE OF ANNUAL GENERAL MEETING

offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (B) the Directors be and are authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or 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 pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or pursuant to the exercise of any options granted under the share option scheme adopted by the Company or an issue of shares upon the exercise of subscription rights attached to warrants which might be issued by the Company or an issue of shares in lieu of the whole or part of a dividend on shares or any scrip dividend scheme or similar arrangement in accordance with the bye-laws 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:

• (i) “ Relevant Period ” means the period from the time of the passing of this resolution until whichever is the earliest of:

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

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; and

  • (iii) the revocation or variation of the authority given under 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 on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT :

2. (A) subject to paragraph (b) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company (the “ Shares ”) on The Stock Exchange of Hong Kong Limited or on any other stock exchanges on which the Shares may be listed and recognized for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited 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 of Hong Kong Limited or of any other stock exchanges (as amended from time to time), be and is hereby generally and unconditionally approved;

3. (B) the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;

4. (C) the aggregate nominal amount of shares of the Company which may be repurchased pursuant to the approval in paragraph (a) of this Resolution 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 of this Resolution and the said approval shall be limited accordingly; and

5. (D) 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 law or the bye-laws of the Company or any applicable laws of Bermuda to be held; or

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

6. “ THAT conditional upon the passing of resolutions nos. 4 and 5 in the notice convening the annual general meeting of the Company, the aggregate nominal amount of the share capital of the Company which are repurchased by the Company pursuant to and in accordance with the said ordinary resolution no. 5 shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with ordinary resolution no. 4 above.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of and permission to deal in the shares of the Company to be issued upon the exercise of options under the share option scheme adopted by the Company on 21 August 2003 (the “ Share Option Scheme ”), the existing scheme mandate limit in respect of the granting of options to subscribe for shares of the Company under the Share Option Scheme be refreshed and renewed provided that the total number of Shares which may be allotted and issued pursuant to the grant or exercise of the options under the Share Option Scheme (excluding options granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed 10% of the shares of the Company in issue as at the date of passing this resolution (the “ Refreshed Limit ”) and that the Directors be and are hereby unconditionally authorised, subject to compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, to grant options under the Share Option Scheme up to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such options.”

By order of the Board Mr. Peter Temple Whitelam Chairman

Hong Kong, 13 August 2009

Notes:

1. Any Shareholder entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Shareholder.

2. Where there are joint holders of any Share any one of such joint holder may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of 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 of members of the Company in respect of the joint holding.

3. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the Company’s branch share registrars, Tricor Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

4. In relation to Resolution 2, pursuant to bye-law 87 of the Bye-laws, Mr. Peter Temple Whitelam, Mr. Lam Suk Ping and Ms. Hui Wai Man, Shirley will retire from office at the Annual General Meeting by rotation, and being eligible, will offer themselves himself for re-election. Pursuant to bye-law 86 of the Bye-laws. Ms. Song Jiajia will retire from office at the Annual General Meeting, and being eligible, will offer herself for re-election.

5. In relation to Resolution 5, an explanatory statement (as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the “Listing Rules”) is set out in Appendix I to the circular containing this notice.

6. As at the date of this Notice, the executive directors of the Company are Mr. Peter Temple Whitelam, Mr. Lo Yuen Wah Peter, Mr. Au Yeung Kai Chor, Mr. Lam Suk Ping and Ms. Song Jiajia and the independent non-executive directors of the Company are Mr. Chan Sze Hung, Ms. Kristi L Swartz and Ms. Hui Wai Man, Shirley.

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