Minth Group Limited — AGM Information 2010

Apr 19, 2010

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 advisers.

If you have sold or transferred all your shares in Minth Group 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.

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.

MINTH GROUP LIMITED 敏實集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 425)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 10:00 a.m. at 20th Floor, Alexandra House, 16-20 Chater Road, Central, Hong Kong on Tuesday, 18 May 2010 is set out on pages 14 to 18 of this circular.

Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time of the meeting or any adjournment thereof to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.

19 April 2010

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .	DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER **	FROM THE BOARD
–	Introduction . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
–	Proposed General Mandate to Issue Shares	. . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	Proposed Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . . . . . .		4
–	Re-election of retiring Directors . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Annual General Meeting . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Closure of register of members . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Recommendation . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
–	General . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – EXPLANATORY STATEMENT		. . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – PARTICULARS OF DIRECTORS FOR RE-ELECTION . . . . . . . . . . .			11
**NOTICE **	OF THE ANNUAL GENERAL MEETING	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• “Annual General Meeting”

the annual general meeting of the Company to be held at 10:00 a.m. at 20th Floor, Alexandra House, 16-20 Chater Road, Central, Hong Kong on Tuesday, 18 May 2010, the notice of which is set out on pages 14 to 18 of this circular, and any adjournment thereof

• “Articles” the articles of association of the Company adopted pursuant to a written resolution passed by the Shareholders on 13 November 2005 and as amended on 8 May 2006

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

• “Board” the board of Directors

• “Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Company” Minth Group Limited 敏實集團有限公司, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange

• “connected person(s)” has the meaning ascribed to it under the Listing Rules

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

• “Extension Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to the effect that the total number of Shares which may be allotted and issued under the Issue Mandate may be increased by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate

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

• “Issue Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with new Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the Annual General Meeting

• “Latest Practicable Date”

• 14 April 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules”

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

– 1 –

DEFINITIONS

“Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase the Shares on the Stock Exchange the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the share capital in issue as at the date of passing the relevant resolution at the Annual General Meeting “SFO” The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” Hong Kong Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

– 2 –

LETTER FROM THE BOARD

MINTH GROUP LIMITED 敏實集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 425)

Executive Directors: Chin Jong Hwa Shi Jian Hui Mu Wei Zhong Zhao Feng

Non-executive Directors: Mikio Natsume Zheng Yu

Independent Non-executive Directors: Wang Ching Zhang Liren Wu Fred Fong

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

Principal place of business in Hong Kong: 7/F., Allied Kajima Building 138 Gloucester Road Hong Kong

19 April 2010

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include ordinary resolutions relating to the grant of the Repurchase Mandate, the Issue Mandate and the Extension Mandate.

– 3 –

LETTER FROM THE BOARD

PROPOSED GENERAL MANDATE TO ISSUE SHARES

At the last annual general meeting of the Company held on 15 May 2009, the Directors were given a general mandate to issue Shares. The mandate will expire at the conclusion of the Annual General Meeting.

At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be granted the Issue Mandate, i.e. a general and unconditional mandate to allot, issue and deal with new Shares up to 20% of the aggregate nominal share capital of the Company in issue as at the date of passing of the relevant resolution. As at the Latest Practicable Date, a total of 972,325,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 194,465,000 Shares.

PROPOSED REPURCHASE MANDATE AND EXTENSION MANDATE

The general mandate granted to the Directors at the last annual general meeting of the Company to repurchase Shares will also expire at the conclusion of the Annual General Meeting.

At the Annual General Meeting, an ordinary resolution will also be proposed to grant the Directors the Repurchase Mandate, i.e. a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% of the nominal share capital of the Company in issue as at the date of passing of the relevant resolution. In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the Annual General Meeting to authorise the increase in the total number of new Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate.

The Repurchase Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by the Companies Law or the Articles to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

Under the Listing Rules, the Company is required to give to its Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

– 4 –

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, Mr. Chin Jong Hwa, Mr. Shi Jian Hui, Mr. Mu Wei Zhong and Mr. Zhao Feng were the executive Directors, Mr. Mikio Natsume and Ms. Zheng Yu were the non-executive Directors and Dr. Wang Ching, Mr. Zhang Liren and Mr. Wu Fred Fong were the independent non-executive Directors.

Particulars of the retiring Directors, namely Mr. Chin Jong Hwa, Mr. Shi Jian Hui and Mr. Mu Wei Zhong, who are proposed to be re-elected at the Annual General Meeting pursuant to Article 86 and Article 87 of the Articles are set forth in Appendix II to this Circular.

ANNUAL GENERAL MEETING

At the Annual General Meeting, ordinary resolutions will be proposed to approve, among other matters, the following:

• (a) the grant of the Issue Mandate;

• (b) the grant of the Repurchase Mandate; and

• (c) the grant of the Extension Mandate.

Set out on pages 14 to 18 to this circular is the notice convening the Annual General Meeting. A form of proxy for use by the Shareholders in respect of the Annual General Meeting is also enclosed. Whether or not the Shareholders are able to attend the Annual General Meeting, they are requested to complete the enclosed form of proxy and return it to 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, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the Annual General Meeting should they wish to do so.

Pursuant to the Listing Rules, voting by poll is mandatory at all general meetings. The Chairman of the Annual General Meeting will request for voting by poll on all the proposed resolutions. The results of the poll will be published on the websites of the Company and the Stock Exchange on the day of the Annual General Meeting.

CLOSURE OF REGISTER OF MEMBERS

The transfer books and register of members will be closed from 14 May 2010 to 18 May 2010, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for the proposed final dividend and to determine the identity of Shareholders who are entitled to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 13 May 2010.

– 5 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the proposed grant of the Issue Mandate, the Repurchase Mandate, the Extension Mandate and the re-election of the retiring Directors are in the interest of the Company and the Shareholders as a whole.

The Directors believe that an exercise of the Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company.

The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be exercised when the Directors believe that repurchases of Shares will benefit the Company and the Shareholders.

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and/or gearing position of the Company compared with that as at 31 December 2009, being the date of its latest audited consolidated financial statements. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing of the Company.

Accordingly, the Directors recommend Shareholders to vote in favour of the ordinary resolutions for approving the grant of the Issue Mandate, the Repurchase Mandate, the Extension Mandate and the re-election of the retiring Directors at the Annual General Meeting.

GENERAL

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement) and Appendix II (Particulars of Directors for Re-election) to this circular.

Yours faithfully For and on behalf of the Board Minth Group Limited Chin Jong Hwa Chairman

Hong Kong, 19 April 2010

– 6 –

APPENDIX I

EXPLANATORY STATEMENT

This Appendix I serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide requisite information as to the proposed Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 972,325,000 Shares in issue.

Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and prior to the Annual General Meeting, the Company will be allowed under Repurchase Mandate to repurchase a maximum of 97,232,500 Shares, which represents 10% of the entire issued share capital of the Company as at the Latest Practicable Date.

3. REASONS FOR THE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASES

In repurchasing the Company’s securities, the Company may only apply funds legally available for the purpose in accordance with the Company’s memorandum of association, the Articles, the Companies Law and other applicable laws of the Cayman Islands.

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it may have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2009, being the date of its latest audited consolidated financial statements. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which, in the opinion of the Directors, are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices for the Shares having traded on the Stock Exchange in each of the previous twelve calendar months immediately preceding the Latest Practicable Date are as follows:

	Highest	Lowest
	HK$	HK$
April 2009	5.00	3.80
May 2009	5.90	4.90
June 2009	6.55	5.68
July 2009	7.78	6.65
August 2009	7.79	6.88
September 2009	6.96	6.59
October 2009	8.53	7.15
November 2009	11.00	8.07
December 2009	12.48	10.40
January 2010	12.26	9.57
February 2010	11.54	9.67
March 2010	13.32	11.14
April 2010 (up to the Latest Practicable Date)	13.32	11.48

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

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

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons were the beneficial owners of 5% or more of the issued capital of the Company:

				Approximately
				percentage of
			Percentage	shareholding
			of the	if the
			Company’s	Repurchase
			Issued	Mandate in
	Long/short	Number of	Share	exercised in
Name	position	Shares	Capital	full
Linkfair	Long position	436,664,000	44.91%	49.90%
Investments
Limited
Chin Jong Hwa	Long position	436,664,000	44.91%	49.90%
Wei Ching Lien	Long position	436,664,000	44.91%	49.90%
Commonwealth	Long position	86,120,000	8.86%	9.84%
Bank of
Australia
Karr Robert A.	Long position	48,188,000	4.96%	5.51%

Based on the above shareholding interests of Linkfair Investments Limited, Chin Jong Hwa, Wei Ching Lien, and parties regarded as acting in concert with them, and in the event that the Repurchase Mandate is exercised in full by the Company and assuming that Linkfair Investments Limited, Chin Jong Hwa, Wei Ching Lien and parties regarded as acting in concert with them do not dispose of any of their Shares, their percentage shareholding in the Company will be increased to approximately 49.90%, 49.90% and 49.90% respectively of the total issued share capital of the Company. Accordingly under Rule 26 of the Takeovers Code, an obligation to make a general offer to Shareholders will arise as a result of an exercise of the Repurchase Mandate in full. The Directors have no present intention to repurchase Shares to such an extent as would result in takeover obligations or the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT

7. SHARE PURCHASE MADE BY THE COMPANY

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

8. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates have any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will only exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

No connected person of the Company has notified the Company that he has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any Shares held by him to the Company in the event that the Repurchase Mandate is granted.

– 10 –

APPENDIX II

PARTICULARS OF DIRECTORS FOR RE-ELECTION

It was noted that Mr. Chin Jong Hwa, Mr. Shi Jian Hui and Mr. Mu Wei Zhong would retire from the office of Directors at the Annual General Meeting in accordance with articles 86 and 87 of the articles of association of the Company, and Mr. Chin Jong Hwa, Mr. Shi Jian Hui and Mr. Mu Wei Zhong will be offering themselves for re-election as Directors of the Company.

The biographical details of the Directors eligible for re-election at the Annual General Meeting are set out below:

Chin Jong Hwa

Chin Jong Hwa (秦榮華) (“Mr. Chin”), aged 51, Chairman and an executive Director of the Company. He founded the Group in March 1997 and is the controlling shareholder of the Company. Mr. Chin graduated from China Urban Administration College. He has an experience of over 20 years in management in the automobile parts industry and has been leading the management team since the founding of the Group.

Mr. Chin entered into a service contract dated 14 July 2005 with the Company to act as an executive Director for an initial term of three years commencing from 15 July 2005, and will continue thereafter until termination by not less than three months’ notice in writing served by either party on the other. The contract has been renewed on 4 February 2010 for a term of three years commencing from 5 February 2010. Pursuant to the terms of the service contract, Mr. Chin has waived the annual service fee and bonus. His emoluments are determined by the Board by reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibility within the Group and his contribution to the Group. As at the Latest Practicable Date, Mr. Chin is interested in 436,664,000 shares of the Company, representing 44.91% shareholding interest in the Company through Linkfair Investments Limited, a company wholly owned by Mr. Chin. Save as aforesaid, Mr. Chin has no interests in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chin is independent from and not related to any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. Mr. Chin has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. There is no other information which is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. There is also no further information which needs to be brought to the attention of the Shareholders in respect of his proposed re-election as an executive Director of the Company.

– 11 –

APPENDIX II

PARTICULARS OF DIRECTORS FOR RE-ELECTION

Shi Jian Hui

Shi Jian Hui (石建輝) (“Mr. Shi”), aged 37, Chief Executive Officer (CEO) and an executive Director of the Company. Mr. Shi graduated from Zhejiang University of Technology where he majored in the Machinery design and manufacturing and obtained EMBA degree from Cheung Kong Graduate School of Business in 2007. He has an experience of over 14 years in the Chinese auto-parts industry since he joined one of Mr. Chin’s companies in 1993. Prior to his current position as CEO, he assumed responsibility as General Manager of Operations (including leading both overseas and domestic business departments), head of the R&D Centre and was in charge of human resources departments for the Group as a whole.

Mr. Shi joined the Group in March 1997.

Mr. Shi entered into a service contract dated 14 July 2005 with the Company to act as an executive Director for an initial term of three years commencing from 15 July 2005, and will continue thereafter until termination by not less than three months’ notice in writing served by either party on the other. The contract has been renewed on 4 February 2010 for a term of three years commencing from 5 February 2010. Pursuant to the terms of the service contract, the monthly service fee of Mr. Shi is approximately RMB57,157.5. In addition, he is entitled to a discretionary bonus to be determined by the Board (or its duly appointed remuneration committee). His emoluments are determined by the Board by reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibility within the Group and his contribution to the Group.

Mr. Shi is independent from and not related to any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. Save for his interest in 1,300,000 share options in the Company, Mr. Shi has no interests in the Shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date. Mr. Shi has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. There is no other information which is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. There is also no further information which needs to be brought to the attention of the Shareholders in respect of his proposed re-election as an executive Director of the Company.

Mu Wei Zhong

Mu Wei Zhong (穆偉忠) (“Mr. Mu”), aged 44, Chief Operating Officer (COO) and an executive Director of the Company. Mr. Mu has an experience of over 20 years in engineering. Before joining one of Mr. Chin’s companies in 1993, he worked at Zhejiang Shipyard as an assistant engineer. Prior to his current position as Vice President, he was in charge of the Group’s overseas business and operations and before that served in various members of the Group as member of the production management team, sales manager, deputy manager, financial controller and general manager successively. Mr. Mu graduated from the Wuhan University of Water Transportation Engineering with a degree in vessel design and manufacture. He obtained the EMBA degree from the School of Management, Fudan University in 2007. Mr. Mu jointed the Group in March 1997.

– 12 –

APPENDIX II

PARTICULARS OF DIRECTORS FOR RE-ELECTION

Mr. Mu entered into a service contract dated 14 July 2005 with the Company to act as an executive Director for an initial term of three years commencing from 15 July 2005, and will continue thereafter until termination by not less than three months’ notice in writing served by either party on the other. The contract has been renewed on 4 February 2010 for a term of three years commencing from 5 February 2010. Pursuant to the terms of the service contract, the monthly service fee of Mr. Mu is approximately RMB41,832.5. In addition, he is entitled to a discretionary bonus to be determined by the Board (or its duly appointed remuneration committee). His emoluments are determined by the Board by reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibility within the Group and his contribution to the Group.

Mr. Mu is independent from and not related to any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. Save for his interest in 892,000 share options of the Company, Mr. Mu has no interests in the shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date. Mr. Mu has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. There is no other information which is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. There is also no further information which needs to be brought to the attention of the Shareholders in respect of his proposed re-election as an executive Director of the Company.

– 13 –

NOTICE OF THE ANNUAL GENERAL MEETING

MINTH GROUP LIMITED 敏實集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 425)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Minth Group Limited (“Company”) will be held at 20th Floor, Alexandra House, 16-20 Chater Road, Central, Hong Kong at 10:00 a.m. on Tuesday, 18 May 2010 to consider and, if thought fit, transact the following ordinary business:

1. to receive and consider the audited consolidated financial statements, the reports of the directors of the Company and the auditors of the Company for the year ended 31 December 2009;

2. to declare a final dividend for the year ended 31 December 2009;

3. to approve by way of separate ordinary resolutions each of the following resolutions in relation to the re-election of directors of the Company:

4. “A. THAT the re-election of Mr. Chin Jong Hwa as an executive director of the Company be and is hereby approved;”

5. “B. THAT the re-election of Mr. Shi Jian Hui as an executive director of the Company be and is hereby approved;” and

6. “C. THAT the re-election of Mr. Mu Wei Zhong as an executive director of the Company be and is hereby approved.”

7. to authorise the board of directors of the Company to determine the remuneration of the directors of the Company;

8. to re-appoint the Company’s auditors and to authorise the board of directors of the Company to fix their remuneration;

– 14 –

NOTICE OF THE ANNUAL GENERAL MEETING

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

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”), the exercise by the directors of Minth Group Limited (“Company”) during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares (each, a “Share”) of HK$0.10 each 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 powers be and the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the expiry of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraphs (a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares or similar arrangement in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

   • (aa) 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

   • (bb) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of any share capital of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue on

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NOTICE OF THE ANNUAL GENERAL MEETING

the date of the passing of this resolution), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

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

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

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

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

7. “ THAT :

• (a) subject to paragraph (b) below, the exercise by the directors of Minth Group Limited (“Company”) during the Relevant Period of all powers of the Company to purchase shares (each, a “Share”) of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (“Stock Exchange”), or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

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NOTICE OF THE ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of Shares which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined in paragraph (c) below) shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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

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

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

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

• “ THAT conditional on the passing of resolutions numbered 6 and 7 above, the general mandate granted to the directors of Minth Group Limited (“Company”) pursuant to paragraph (a) of resolution numbered 6 above be and is hereby extended by the addition to the aggregate nominal amount of the shares which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased or agreed to be purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 7 above.”

Yours faithfully For and on behalf of the Board Minth Group Limited Chin Jong Hwa Chairman

Hong Kong, 19 April 2010

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NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2. To be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the above meeting or any adjourned meeting.

3. The register of members of the Company will be closed from 14 May 2010 to 18 May 2010, both days inclusive, during which no transfer of share will be effected. In order to qualify for attending the annual general meeting, all transfers of Shares, accompanied by the relevant share certificates, must be lodged with the Company’s branch register in Hong Kong at the address stated in note 2 above not later than 4:30 p.m. on 13 May 2010 for registration.

4. In relation to proposed resolutions numbered 6 and 8 above, approval is being sought from the shareholders for the grant to the directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules. The directors have no immediate plans to issue any new shares of the Company other than shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.

5. In relation to proposed resolution numbered 7 above, the directors wish to state that they will exercise the powers conferred thereby to purchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of which this notice of the Annual General Meeting forms part.

6. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

7. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto and if more than one of such joint holders are present at the above 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. 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.

8. As of the date of this notice, the board of directors comprises Mr. Chin Jong Hwa, Mr. Shi Jian Hui, Mr. Mu Wei Zhong, and Mr. Zhao Feng, being executive Directors, Mr. Mikio Natsume, and Ms. Yu Zheng, being non-executive Directors, Dr. Wang Ching, Mr. Zhang Liren and Mr. Wu Fred Fong, being independent non-executive Directors.

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