Minth Group Limited — Proxy Solicitation & Information Statement 2008

Apr 18, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Minth Group Limited, you should at once hand this circular together with 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 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.

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

A notice convening the annual general meeting of the Company to be held at 9:30 a.m. at 20th Floor, Alexandra House, 16–20 Chater Road, Central, Hong Kong on Monday, 12 May 2008 is set out on pages 16 to 20 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 2008

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II — Procedure for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix III — Particulars of Directors for re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– 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 9:30 a.m. at 20th Floor, Alexandra House, 16–20 Chater Road, Central, Hong Kong on 12 May 2008, the notice of which is set out on pages 16 to 20 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

• ‘‘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

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

• ‘‘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

• ‘‘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

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

• ‘‘Latest Practicable Date’’ 15 April 2008, 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
‘‘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
‘‘Share(s)’’	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
‘‘Shareholder(s)’’	holder(s) of the Shares
‘‘SFO’’	The Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Takeovers Code’’	Hong Kong Code on Takeovers and Mergers
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘%’’	per cent.

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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: Shaw Sun Kan, Gordon Mikio Natsume Tokio Kurita Yu Zheng

Non-executive Directors:

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

Principal place of business in Hong Kong: 2001A 1 Hysan Avenue, Causeway Bay Hong Kong

Independent non-executive Directors: Heng Kwoo Seng Wang Ching Zhang Liren

19 April 2008

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

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.

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LETTER FROM THE BOARD

ISSUE MANDATE

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 954,540,000 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 190,908,000 Shares.

REPURCHASE MANDATE AND EXTENSION MANDATE

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.

ACTIONS TO BE TAKEN

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.

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LETTER FROM THE BOARD

Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time for the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

RECOMMENDATION

The Directors believe that the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate 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 2007, 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 and the Extension Mandate at the Annual General Meeting.

RE-ELECTION OF DIRECTORS

Particulars of the retiring Directors 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 III to this Circular.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The transfer books and register of members will be closed from 7 May 2008 to 9 May 2008, 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 6 May 2008.

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

Hong Kong, 19 April 2008

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix I serves as an explanatory statement, as required by 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 954,540,000 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 prior to the Annual General Meeting, the Company will be allowed under Repurchase Mandate to repurchase a maximum of 95,454,000 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.

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 2007, 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.

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EXPLANATORY STATEMENT

APPENDIX I

5. SHARE PRICES

The highest and lowest prices for the Shares having trade 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 2007	9.20	7.50
May 2007	9.90	8.30
June 2007	12.04	9.46
July 2007	13.80	11.80
August 2007	13.30	10.30
September 2007	12.28	10.74
October 2007	13.24	10.30
November 2007	12.90	10.72
December 2007	12.20	10.70
January 2008	11.90	7.50
February 2008	9.60	8.40
March 2008	8.78	6.04

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder’s proportionate interest in the voting rights of the Company increases on 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.

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EXPLANATORY STATEMENT

APPENDIX I

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:

				Approximate
				percentage of
			Percentage of	shareholding if
			the Company’s	the Repurchase
	Long/short	Number of	Issued Share	Mandate is
Name	position	Shares	Capital	exercised in full
Linkfair Investments	Long position	420,000,000	44.00%	48.89%
Limited
Chin Jong Hwa	Long position	420,524,000	44.06%	48.95%
Wei Ching Lien	Long position	420,524,000	44.06%	48.95%
Commonwealth Bank	Long position	76,572,000	8.02%	8.91%
of Australia
Coleman Charles P.	Long position	55,004,000	5.76%	6.40%
III
Tiger Global	Long position	55,004,000	5.76%	6.40%
Management
L.L.C.

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 48.89%, 48.95% and 48.95% 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%.

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.

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EXPLANATORY STATEMENT

APPENDIX I

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.

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PROCEDURE FOR DEMANDING A POLL

APPENDIX II

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

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

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

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

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

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

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX III

It was noted that Mr. Chin Jong Hwa, Mr. Shi Jian Hui, Mr. Mu Wei Zhong, Mr. Shaw Sun Kan Gordon, Mr. Mikio Natsume, Mr. Tokio Kurita and Ms. Yu Zheng would retire from the office of Directors at the AGM in accordance with articles 86 and 87 of the articles of association of the Company, and Mr. Chin Jong Hwa, Mr. Shi Jian Hui, Mr. Mu Wei Zhong, Mr. Mikio Natsume, Mr. Tokio Kurita and Ms. Yu Zheng will be offering themselves for re-election as directors of the Company while Mr. Shaw Sun Kan Gordon will not be offering himself for re-election as a director of the Company and will resign his position as chairman of the remuneration committee of the Company. His position as chairman of the remuneration committee will also be taken up by Ms. Yu Zheng.

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

EXECUTIVE DIRECTORS

Chin Jong Hwa

Chin Jong Hwa, aged 50, 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 terms 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. Pursuant to the terms of the service contract, the annual service fee of Mr. Chin is approximately HK$617,338, however, he has waived his annual service fee as Director since March 2007. 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. Chin is interested in 44.06% 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 listed on the Stock Exchange 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.

Shi Jian Hui

Shi Jian Hui, aged 36, 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.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX III

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. Pursuant to the terms of the service contract, the annual service fee of Mr. Shi is approximately HK$650,906. 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 500,000 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. Mr. Shi has not held any directorship in any other public companies listed on the Stock Exchange 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.

Mu Wei Zhong

Mu Wei Zhong, aged 43, Vice President 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.

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. Pursuant to the terms of the service contract, the annual service fee of Mr. Mu is approximately HK$462,935. 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 500,000 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. Mr. Mu has not held any directorship in any other public companies listed on the Stock Exchange 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.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX III

NON-EXECUTIVE DIRECTORS

Mikio Natsume

Mikio Natsume, aged 67, has more than 45 years working experience in auto-parts manufacturing industry in Japan. He joined Shinkawa Kogyo Co. Ltd (which later changed its name as Aisin Seiki Co, Ltd) since 1963, where he served as the manager of International Planning Department, Director, Executive Director, and Vice Chairman of the Board successively. Mr. Natsume obtained his Bachelor’s Degree in Economics in Kanagawa University. Mr. Natsume is a director of Aisin Seiki Co., Ltd. and EXEDY Corporation, both being companies listed on the Tokyo Stock Exchange.

Other than the relationship arising from his directorship with the Company and save as disclosed herein, Mr. Mikio Natsume has not held any directorship in any other public companies listed on the Stock Exchange in the past three years and he does not have any relationship with any other Directors, senior management, substantial shareholders, controlling shareholders (which have the meaning ascribed to them respectively under the Listing Rules) of the Company. Mr. Natsume entered into a service contract dated 31 December 2007 with the Company to act as a non-executive Director for an initial term of three years commencing from 1 January 2008, and will continue thereafter until termination by not less than three months’ notice in writing served by either party on the other. Pursuant to the terms of the service contract, the annual service fee of Mr. Natsume is HK$150,000, but not entitled to any discretionary bonus. His director’s fee is 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. Mikio Natsume has no interests in the shares of the Company within the meaning of Part XV of the SFO. 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.

Tokio Kurita

Tokio Kurita, aged 67, has more than 43 years working experience in auto-parts manufacturing industry in Japan. He graduated from the Keio University where he received his Bachelor’s Degree in engineering. Mr. Kurita is currently assuming responsibility as an advisor for Gifu Auto Body Industry Co., Ltd (‘‘Gifu’’). Before that he served as Vice-CEO and CEO successively. Mr. Kurita worked for more than thirty years in Toyota Motor Corporation prior to his joining Gifu.

Other than the relationship arising from his directorship with the Company and save as disclosed herein, Mr. Kurita has not held any directorship in any other public companies listed on the Stock Exchange in the past three years and he does not have any relationship with any other Directors, senior management, substantial shareholders, controlling shareholders (which have the meanings ascribed to them respectively under the Listing Rules) of the Company. Mr. Kurita entered into a service contract dated 31 December 2007 with the Company to act as an non-executive Director for an initial term of three years commencing from 1 January 2008, and will continue thereafter until termination by not less than three months’ notice in writing served by either party on the other. Pursuant to the terms of the service contract, the annual service fee of Mr. Kurita is HK$150,000, but not entitled to any discretionary bonus. The director’s fee is determined by reference to the prevailing market practice and the Company’s remuneration policy. Mr. Kurita has no interests in the shares of the Company within the meaning of Part XV of the SFO. 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.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX III

Yu Zheng

Yu Zheng, aged 40, has more than 12 years working experience in management consulting in Asia with Boston Consulting Group and Roland Berger Strategy Consulting Limited and extensive experience in various fields such as strategy development, brand management, Sales and Marketing, organizational restructuring, global sourcing, and Joint Venture strategy for both global and Chinese clients. Her industry experience includes automotive, industrial goods, consumer electronics, high-tech, publishing, etc. Ms. Zheng received her Bachelor’s Degree in Computer Science in Beijing Normal University and her MBA Degree in the University of Texas at Austin.

Other than the relationship arising from her directorship with the Company and save as disclosed herein, Ms. Zheng has not held any directorship in any other public companies listed on the Stock Exchange in the past three years and she does not have any relationship with any other Directors, senior management, substantial shareholders, controlling shareholders (which have the meanings ascribed to them respectively under the Listing Rules) of the Company. Ms. Zheng entered into a service contract dated 31 December 2007 with the Company to act as an non-executive Director for an initial term of three years commencing from 1 January 2008, and will continue thereafter until termination by not less than three months’ notice in writing served by either party on the other. Pursuant to the terms of the service contract the annual service fee of Ms. Zhang is HK$180,000, but not entitled to any discretionary bonus. The director’s fee is determined by reference to the prevailing market practice and the Company’s remuneration policy. Ms. Zheng has no interests in the shares of the Company within the meaning of Part XV of the SFO. 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.

For all of the above Directors standing for re-election at the AGM, there are no other matters which need to be brought to the attention of the Shareholders.

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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 9:30 on 12 May 2008 to consider and, if thought fit, transact the following ordinary business:

1. to receive and consider the audited consolidated financial statements and the reports of the directors of the Company and the Company’s auditors for the year ended 31 December 2007;

2. to declare a final dividend for the year ended 31 December 2007;

3. to re-elect Mr. Chin Jong Hwa, Mr. Shi Jian Hui, Mr. Mu Wei Zhong, Mr. Mikio Natsume, Mr. Tokio Kurita and Ms. Yu Zheng as directors of the Company and to authorise the remuneration committee of the Company to fix the directors’ remuneration;

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

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 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 (as defined in paragraph (d) below) to make or grant offers, agreements and options which might require the exercise of such powers after the expiry of the Relevant Period;

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NOTICE OF THE ANNUAL GENERAL MEETING

• (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 paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; 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 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 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).’’

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NOTICE OF THE ANNUAL GENERAL MEETING

1. ‘‘THAT:

2. (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;

3. (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

4. (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.’’

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NOTICE OF THE ANNUAL GENERAL MEETING

1. ‘‘THAT conditional on the passing of resolutions numbered 5 and 6 above, the general mandate granted to the directors of Minth Group Limited (‘‘Company’’) pursuant to paragraph (a) of resolution numbered 5 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 6 above.’’

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

Hong Kong, 19 April 2008

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 7 May 2008 to 9 May 2008, 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 6 May 2008 for registration.

4. In relation to proposed resolutions numbered 5 and 7 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 6 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.

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NOTICE OF THE ANNUAL GENERAL MEETING

1. As 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. Shaw Sun Kan, Gordon, Mr. Mikio Natsume, Mr. Tokio Kurita and Ms. Yu Zheng, being non-executive Directors, Mr. Heng Kwoo Seng, Dr. Wang Ching and Mr. Zhang Liren, being independent non-executive Directors.

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