MOG Digitech Holdings Limited — AGM Information 2012

Mar 27, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about 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 Shanghai International Shanghai Growth Investment Limited, you should at once hand this circular with the enclosed 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.

Hong Kong Exchanges and Clearing Limited and 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.

SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 770)

(1) GENERAL MANDATES FOR REPURCHASE BY THE COMPANY OF ITS OWN SHARES AND FOR ISSUE OF SHARES,

• (2) RELAXATION OF INVESTMENT GEOGRAPHICAL FOCUS,

• (3) PROPOSED AMENDMENTS TO THE ARTICLES,

(4) RE-ELECTION OF RETIRING DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

The purpose of this document is to provide you with information regarding resolutions to be proposed at the Annual General Meeting to be held at Ball Room, 1/F, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong at 10:30 a.m. on 26 April 2012. These include resolutions relating to general mandates for repurchase by the Company of its own shares and for the issue of shares, relaxation of investment geographical focus of the Company, re-election of retiring directors and proposed amendments to the Articles.

If you are unable to attend the Annual General Meeting in person, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for the Annual General Meeting. Completion and return of the proxy will not preclude any member from attending and voting in person.

28 March 2012

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board of Directors
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Extension of Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Relaxation of Investment Geographical Focus . . . . . . . . . . . . . . . . . . . . .	5
6.	Proposed Amendments to the Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Voting By Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
10.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
**Appendix **	I – Explanatory Statement on The Repurchase Mandate. . . . .	7
**Appendix **	II – Details of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . .	11
**Notice of **	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

• “Annual General Meeting” or “Meeting” or “AGM”

• the annual general meeting of the Company to be held at Ball Room, 1/F, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on 26 April 2012 at 10:30 a.m., for the purpose of considering and if thought fit, approving, inter alia, the resolutions proposed in this circular;

• “Articles”

the articles of association of the Company;

• “Board”

• the Company’s board of Directors;

• “Company”

• Shanghai International Shanghai Growth Investment Limited, an exempted company incorporated in the Cayman Islands with limited liability;

• “Director(s)”

• the director(s) of the Company;

• “Greater China Region”

• the region consisting of the People’s Republic of China (including Hong Kong and Macau Special Administrative Region) and the Republic of China;

• “Greater Shanghai Region”

• areas consisting of Shanghai, Jiangsu Province and Zhejiang Province of the PRC;

• “HK$”

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

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC;

• “INED”

• Independent Non-Executive Director of the Company;

• “Latest Practicable Date”

• 23 March 2012, being the latest practicable date for ascertaining certain information referred to in this circular prior to the printing of this circular;

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time;

• “M&A”

• the Memorandum and Articles of Association of the Company;

– 1 –

DEFINITIONS

• “Net Asset Value(s)” the net asset value(s) of the Company from time to time as calculated in accordance with the provisions of the Articles;

• “PRC” or “China” the People’s Republic of China; “Repurchase Mandate” the general mandate to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the resolution approving the Repurchase Mandate;

• “SFO” the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong);

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

• “Share Issue Mandate” the general mandate to issue, allot and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of the resolution approving the Share Issue Mandate;

• “Shareholder(s)” the shareholder(s) of the Company;

• “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Takeovers Code” the Codes on Takeovers and Mergers and Share Repurchases approved by the Securities and Futures Commission as amended from time to time;

• “US” the United States of America; “US$” US dollars, the lawful currency of the US; and “%” or “per cent.” percent.

Note: For the purpose of this circular, unless indicated otherwise, all amounts in US$ have been translated into HK$ at an exchange rate of US$1 to HK$7.80 for the purpose of illustration only.

– 2 –

LETTER FROM THE BOARD OF DIRECTORS

SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 770)

Executive Directors: WANG Ching WU Bin

Non-Executive Directors:

CHEN Chi-chuan LEE Tien-chieh TSENG Ta-mon ZHU Zhongqun

Independent Non-Executive Directors: HUA Min ONG Ka Thai YICK Wing Fat Simon

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Principal office: Room 1707-8 17/F, Tower 1 New World Tower 16-18 Queen’s Road Central Hong Kong

28 March 2012

To the Shareholders

Dear Sir/Madam,

• (1) GENERAL MANDATES FOR REPURCHASE BY THE COMPANY OF ITS OWN SHARES AND FOR ISSUE OF SHARES,

• (2) RELAXATION OF INVESTMENT GEOGRAPHICAL FOCUS,

  • (3) PROPOSED AMENDMENTS TO THE ARTICLES,

    • (4) RE-ELECTION OF RETIRING DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

At the Annual General Meeting, resolutions will be proposed to (i) grant to the Directors the Repurchase Mandate and the Share Issue Mandate to repurchase and issue Shares; (ii) extend the Share Issue Mandate to issued and repurchased Shares; (iii) to relax the Company’s investment geographical focus; (iv) to re-elect the retiring Directors and (v) to make certain amendments to the Articles. In compliance with the Listing Rules, this circular provides all the information reasonably necessary to enable the Shareholders to make informed decisions on whether to vote for or against the resolutions approving the granting to the Directors of the Repurchase Mandate and the Share Issue Mandate to repurchase and issue Shares, to relax the investment geographical focus, to amend the Articles and to re-elect the retiring Directors.

– 3 –

LETTER FROM THE BOARD OF DIRECTORS

2. GENERAL MANDATE TO REPURCHASE SHARES

At the last annual general meeting of the Company held on 12 May 2011, the Directors were given a general mandate to repurchase Shares. The mandate will expire at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all the powers of the Company to repurchase issued Shares subject to the criteria set out in this circular. In particular, Shareholders should note that the maximum number of Shares that may be repurchased pursuant to the Share Repurchase Mandate will be such number which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution subject to the Listing Rules. The Share Repurchase Mandate will end at the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting or until revoked or varied by ordinary resolution of the Shareholders in general meeting prior to the next annual general meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 8,905,000 Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Share Repurchase Mandate on the date of passing the resolution approving the Share Repurchase Mandate will be 890,500 Shares.

An explanatory statement, as required under the Listing Rules to provide the requisite information in connection with the Share Repurchase Mandate, is set out in Appendix I to this circular. Save as disclosed above, the Company did not obtain any other general mandate to repurchase Shares in the past 12 months.

3. GENERAL MANDATE TO ISSUE SHARES

At the last annual general meeting of the Company held on 12 May 2011, the Directors were given a general mandate to allot and issue Shares. The mandate will expire at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to allot, issue and deal with Shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution.

As at the Latest Practicable Date, the issued share capital of the Company comprised 8,905,000 Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Issue Mandate, the maximum number of Shares which may be issued pursuant to the Share Issue Mandate on the date of passing the resolution approving the Share Issue Mandate will be 1,781,000 Shares. The Directors have no present intention to issue any new Shares pursuant to the Share Issue Mandate. Save as disclosed above, the Company did not obtain any other general mandate or special mandate to issue securities in the past 12 months.

– 4 –

LETTER FROM THE BOARD OF DIRECTORS

In accordance with the Listing Rules, the Company may not make a new issue of Shares or announce a proposed new issue of Shares for a period of 30 days after any purchase by it of Shares without prior approval of the Stock Exchange. The Share Issue Mandate may only continue in force during the period ending on the earlier of the date of the next annual general meeting of the Company or the date upon which such authority is revoked or varied by ordinary resolution of the Shareholders in a general meeting of the Company.

4. EXTENSION OF SHARE ISSUE MANDATE

In addition, if the Repurchase Mandate and the New Issue Mandate are granted, an ordinary resolution will be proposed at the AGM that the Directors be granted an extension of New Issue Mandate, which provides that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the New Issue Mandate.

5. RELAXATION OF INVESTMENT GEOGRAPHICAL FOCUS

Since incorporation, the Company’s direct investments have been focused in the Greater Shanghai Region in accordance with the Company’s investment objective stated in the Company’s Prospectus dated 15 November 1993. Pursuant to a Shareholders’ approval obtained in the annual general meeting of the Company in 1997, the Company may invest in aggregate not more than 30 per cent of its net asset value at the time of making the relevant investments outside the Greater Shanghai Region (the “ Restriction ”).

In recent years, economic developments in such parts of the Greater China Region other than the Greater Shanghai Region have brought about the emergence of a variety of projects offering potentially attractive investment opportunities. The Directors believe that, with continued development in Southern China as well as other areas in the Greater China Region, investee locations will become geographically more and more diverse. In order that the Company may have access to a wider selection of direct investment projects in the Greater China Region to take advantage of the persistent growth of the region’s economic development, the Directors propose a full relaxation of the Restriction from the Greater Shanghai Region to the Greater China Region. It is the Director’s belief that adopting such a change in the Company’s investment policy is in the best interest of the Company and the Shareholders as a whole.

6. PROPOSED AMENDMENTS TO THE ARTICLES

The Directors propose certain amendments to be made to the Articles as set out in the notice of AGM in this circular in order to reflect the relaxation of the Restriction as detailed in paragraph 5 above. The Directors propose to seek approval of the Shareholders of such amendments to the Articles by way of a special resolution to be proposed at the AGM.

– 5 –

LETTER FROM THE BOARD OF DIRECTORS

7. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to articles 98(b) and 98(c) of the Articles and code provisions on Appendix 14 of the Listing Rules, Mr. YICK Wing Fat, Simon, Mr. CHEN Chi-chuan and Mr. TSENG Ta-mon (collectively, the “ Retiring Directors ”) will retire from office. All Retiring Directors, being eligible, offer themselves for re-election by the Shareholders at the AGM. Biographical details of each of the Retiring Directors are set out in Appendix II to this circular.

8. ANNUAL GENERAL MEETING

Set out in pages 13 to 16 of this circular, is a notice to convene the Annual General Meeting to consider and, if thought fit, approve, inter alia, the Repurchase Mandate, the Share Issue Mandate, the relaxation of the Company’s investment geographical focus, the proposed amendments to the Articles and the re-election of Retiring Directors. The Annual General Meeting of the Company will be held at Ball Room, 1/F, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong at 10:30 a.m. on 26 April 2012.

There is enclosed a form of proxy for use at the AGM. Whether or not you intend to be present at the Meeting, you are requested to complete the form of proxy and return it to the Company’s registrar in Hong Kong in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the Meeting. Completion and delivery of the form of proxy will not prevent Shareholders from attending, and voting at, the Meeting if they so wish.

9. VOTING BY POLL

Pursuant to Rule 13.39 of the Listing Rules, any vote of Shareholders at the general meeting must be taken by poll. The Chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM in accordance with article 52 of the Articles. The results of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded or required and the poll results will be published on the website of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (http://shanghaigrowth.etnet.com.hk).

10. RECOMMENDATION

The Directors consider that the granting of Repurchase Mandate, Share Issue Mandate, extension of the Share Issue Mandate, the relaxation of the Company’s investment geographical focus, the proposed amendments to the Articles and the re-election of Retiring Directors are in the best interests of the Company and its Shareholders as a whole and so recommend that you vote in favor of the resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board WANG Ching

Executive Director

– 6 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

References in this Explanatory Statement to “Shares” mean fully paid up ordinary shares of US$0.10 each in the capital of the Company.

1. SHARE CAPITAL

As at 23 March 2012 (being the Latest Practicable Date), the issued share capital of the Company comprised 8,905,000 Shares in the Company. The passing of the Ordinary Resolution (5) as set out in the Notice of Annual General Meeting on pages 13 to 16 will allow the Company to repurchase up to a maximum of 890,500 Shares on the basis that no further Shares will be issued or repurchased prior to the date of the Annual General Meeting.

2. REASONS FOR REPURCHASE

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

3. FUNDING OF REPURCHASES

Repurchase Mandate would be funded from the available cash flow and/or working capital facilities of the Company. The funds employed by the Company in connection with a repurchase of Shares would be those legally available for such purpose under the Company’s M&A and the laws of the Cayman Islands.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements for the year ended 31 December 2011 contained in the 2011 Annual Report) in the event that the mandate to repurchase Shares were to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company at the time of the relevant repurchases unless the Directors determined that such repurchases were, taking into account all relevant factors, in the best interests of the Company.

4. GENERAL

To the best of the Directors’ knowledge after having made all reasonable enquiries, none of the Directors nor their associates currently intend to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such Repurchase Mandate is approved by Shareholders.

– 7 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

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

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, nor have they undertaken not to do so in the event that the Repurchase Mandate is approved by Shareholders.

5. TAKEOVERS CODE CONSEQUENCES

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, 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 Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), 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 Takeovers Code.

As at the Latest Practicable Date, the register of interests in Shares and short positions maintained by the Company pursuant to Section 336 of the SFO showed that the Company had been notified of the following interests, being 5% or more of the issued share capital of the Company:

			New
			shareholding
			% if the
		Current	Repurchase
		shareholding	Mandate were
Note	Name	%	Fully exercised
(1)	Mr. Bart M. Schwartz	11.92	13.25
(1)	Mr. Jacob Ezra Merkin	5.56	6.17
(1)	Gabriel Capital Corporation (“GCC”)	12.66	14.07
(1)	Ariel Fund Limited (“Ariel”)	7.11	7.90
(2)	Mr. Hsu Sheng-yu	11.94	13.26
(2)	Chung Chia Company Limited	6.63	7.37
	(“Chung Chia”)
(2)	Kwang Shun Company Limited	5.30	5.89
	(“Kwang Shun”)
(3)	Ms. Hsu Tsui-hua	6.63	7.37
(4)	Ms. Chang Hsiu-yen	5.30	5.89
(5)	Shanghai International Group Corp. Ltd.	5.56	6.18
	(“SIG”)
(5)	Shanghai International Trust Corp., Ltd.	5.56	6.18
	(“SITCO”)
(6)	Ruentex Industries Ltd.	6.66	7.40
(7)	Ruentex Development Co., Ltd.	6.33	7.03

– 8 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

Notes:

• (1) Mr. Bart M. Schwartz was appointed on 29 May 2009 as the receiver of Gabriel Capital, L.P. and Ariel, each of them were holding 428,921 shares and 632,896 shares of the Company respectively. Mr. Jacob Ezra Merkin’s indirect interests in the Company were 494,843 shares by virtue of his 100% control over GCC. Besides, GCC was also deemed to be indirectly interested in the Company through its management of Ariel.

• (2) Mr. Hsu Sheng-yu has an indirect interest in the Company through his 50% beneficial interest in each of Chung Chia and Kwang Shun.

• (3) Ms. Hsu Tsui-hua has an indirect interest in the Company through her 50% beneficial interest in Chung Chia.

• (4) Ms. Chang Hsiu-yen has an indirect interest in the Company through her 50% beneficial interest in Kwang Shun.

• (5) SIG has an indirect interest in the Company through its approximately 66.33% equity interest in SITCO.

• (6) Apart from a direct holding of 257,000 shares in the Company, Ruentex Industries Limited holds an indirect interest in the Company through its 100% ownership in Full Shine Int’l Holdings Ltd.

• (7) Apart from a direct holding of 228,000 shares in the Company, Ruentex Development Co., Ltd. holds an indirect interest in the Company through its 100% ownership in Ruentex Construction Int’l (BVI) Ltd.

In the event that the Directors exercise the Repurchase Mandate in full, there will not be any consequences which may arise under the Takeovers Code. However, the public float of the Shares will fall below 25 per cent. and the Company will not be able to comply with Rule 8.08 of the Listing Rules. As a result of the above, the Company will not exercise the Repurchase Mandate should the public float requirement not be met.

6. SHARE REPURCHASE MADE BY THE COMPANY

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

– 9 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

7. MARKET PRICE OF SHARES

The highest and lowest traded prices for the Shares of the Company on the Stock Exchange during each of the last twelve months preceding the Last Practicable Date were as follows:

	Highest	Lowest
	US$	US$
2011
Mar	3.68	1.66
April	3.45	2.32
May	2.52	1.80
June	2.21	1.95
July	2.20	1.95
August	2.02	1.73
September	2.05	1.50
October	1.80	1.80
November	1.96	1.60
December	1.83	1.60
2012
January	1.85	1.58
February	1.87	1.61
March (up to the Latest Practicable Date)	1.98	1.70

– 10 –

DETAILS OF RETIRING DIRECTORS

APPENDIX II

The biographical information of the Retiring Directors eligible for re-election at the Annual General Meeting is set out below.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. YICK Wing Fat, Simon

Mr. YICK Wing Fat, Simon, aged 53, has been an INED since July 1999 and Chairman of the Company’s Audit Committee. Mr. Yick holds a Bachelor’s degree in Business Administration from the Chinese University of Hong Kong, majoring in Accounting. He is a fellow of the Hong Kong Institute of Certified Public Accountants and the Chartered Association of Certified Accountants in England. Mr. YICK has over 29 years of experience in audit, direct investment, investment banking and corporate advisory services.

He also serves as an INED and audit committee chairman of Shenzhen Neptunus Interlong Bio-technique Co., Ltd. and China Singyes Solar Technologies Holdings Limited (both are listed on the Stock Exchange). Mr. YICK was also an INED and audit committee chairman of China-Biotics, Inc., (a company previously listed on the Nasdaq Global Market in the USA) and resigned on 23 June 2011.

Mr. YICK has entered into a re-appointment agreement with the Company for a term of 2 years from 1 August 2011. He is subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with articles 98(b) and 98(c) of the Company’s Articles. He is entitled to an annual director’s fee of HK$120,000 and is not entitled to any bonus payments, whether fixed or discretionary in nature. The fee of INED is determined by the Board with reference to remuneration benchmark in the prevailing market.

Save as disclosed above, Mr. YICK has not held other directorship in any publicly listed companies in the last three years and is not related to any director, senior management or substantial or controlling Shareholder of the Company. He does not have any beneficial interest or short position in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed, there are no other matters related to the appointment that needed to be brought to the attention of the Shareholders in connection with Mr. YICK’s re-election and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

NON-EXECUTIVE DIRECTOR

Mr. CHEN Chi-chuan

Mr. CHEN Chi-chuan, aged 54, has been a Non-Executive Director of the Company and a director of the Investment Manager since March 2003. He is also a member of the Company’s Audit Committee. Mr. CHEN joined the Ruentex Group in Taiwan since 1987 and is currently the Vice President of Hei Hong Investment Co., Ltd., with responsibilities for all equity investment activities in Asia. Mr. CHEN holds a Master’s degree in Business Administration from the National Taiwan University.

– 11 –

DETAILS OF RETIRING DIRECTORS

APPENDIX II

There is no service contract entered into between the Company and Mr. CHEN and he is not remunerated in fee for serving the office as Director. He is subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with articles 98(b) and 98(c) of the Company’s Articles.

Save as disclosed above, Mr. CHEN has not held other directorship in any publicly listed companies in the last three years and is not related to any director, senior management or substantial or controlling Shareholder of the Company. He does not have any beneficial interest or short position in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed, there are no other matters related to the appointment that needed to be brought to the attention of the Shareholders in connection with Mr. CHEN’s re-election and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

NON-EXECUTIVE DIRECTOR

Mr. TSENG Ta-mon

Mr. TSENG Ta-mon, aged 53, has been a Non-Executive Director since March 2005. Mr. TSENG is a Barrister-at-Law. He is a law graduate from the National Chengchi University, Taiwan, and holds a Master’s degree in Law from London University, a Bachelor’s degree in Arts from Cambridge University and was called to the English Bar in 1985. Since 1993, Mr. TSENG is Special Assistant to the President, and heads the legal department, of the Ruentex Group of Companies in Taiwan and is currently an alternate director of APT Satellite Holdings Limited, a company listed on the Stock Exchange.

There is no service contract entered into between the Company and Mr. TSENG and he is not remunerated in fee for serving the office as Director. He is subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with articles 98(b) and 98(c) of the Company’s Articles.

Save as disclosed above, Mr. TSENG has not held other directorship in any publicly listed companies in the last three years and is not related to any director, senior management or substantial or controlling Shareholder of the Company. He does not have any beneficial interest or short position in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed, there are no other matters related to the appointment that needed to be brought to the attention of the Shareholders in connection with Mr. TSENG’s re-election and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 770)

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “ Meeting ”) of the Company will be held at Ball Room, 1/F, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong at 10:30 a.m. on 26 April 2012 for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and the auditors for the year ended 31 December 2011.

2. To approve and declare a final dividend for the year ended 31 December 2011.

3. To re-elect directors and to fix their remuneration.

4. To re-appoint auditors and to authorize the Board of Directors to fix their remuneration.

As special business, to consider and if thought fit, pass with or without amendments the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the capital of the Company, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

3. (b) the manner in which the shares in the capital of the Company may be repurchased shall be at the discretion of the directors of the Company as they may from time to time see fit provided that such repurchases shall be effected by on-market purchases on The Stock Exchange of Hong Kong Limited or on any other stock exchange recognized for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases and in accordance with the relevant rules of The Stock Exchange of Hong Kong Limited or such other exchange and the aggregate nominal amount of the shares in the capital of the Company which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purpose of this Resolution:

“Relevant Period” means the period from the date of 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 to be held; or

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

1. “ THAT :

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

3. (b) the approval in paragraph (a) above shall authorize 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 end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed the aggregate of:

   • (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution, plus

   • (ii) Subject to passing of the following Ordinary Resolution (7), the number of shares in the capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate number of shares in the capital of the Company in issue at the date of passing of this Resolution), and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this Resolution:

“Relevant Period” means the period from the date of 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 to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders 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 in the capital of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognized regulatory body or any stock exchange in, any territory outside Hong Kong).”

1. “ THAT the directors of the Company be and are hereby authorized to exercise the powers of the Company referred to in paragraph (a) of the resolution set out as Resolution 6 in the notice of this meeting in respect of the share capital of the Company referred to in sub-paragraph (ii) of paragraph (c) of such resolution.”

2. “ THAT the existing restriction on geographical focus of the Company’s direct investments, namely that the Company shall not make direct investments in aggregate exceeding 30 per cent (30%) of its net assets at the time of investment outside Shanghai, Jiangsu Province and Zhejiang Province of the People’s Republic of China), be relaxed in full so that the Company may invest any portion of its net assets in investments arising in any parts of the Greater China Region (as hereinafter defined) as the board finds fit.”

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

SPECIAL RESOLUTIONS

• 9(a). THAT the following definition be added lexicographically into Article 2 of the Articles of Association of the Company:

““Greater China Region” means the region consisting of the People’s Republic of China (including Hong Kong Special Administrative Region and Macau Special Administrative Region) and the Republic of China.”

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NOTICE OF ANNUAL GENERAL MEETING

• (b) THAT Article 5(a) of the Articles of Association of the Company be and it is hereby deleted in its entirety and replaced with the following:

• “5(a) The principal investment objective of the Company is to achieve long term capital appreciation through direct investments in the Greater China Region, primarily in existing or newly established Sino-foreign equity joint ventures or co-operative joint venture enterprises, joint stock companies, wholly foreign-owned enterprises or other vehicles authorized under applicable law for foreign investment. This principal investment objective, which shall be adopted by the Board, shall not be amended in any material way for a period of three years from the date of adoption by the Board without the prior consent of an Ordinary Resolution in general meeting.”

By Order of the Board Andrew K. W. Liang Company Secretary

Hong Kong, 28 March 2012

Notes:

1. A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint a proxy to attend and, in the event of a poll, vote on his behalf. A proxy need not be a member of the Company.

2. In order 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 notarially certified copy of that power of attorney or authority must be lodged at the Company’s registrar in Hong Kong, Tricor Secretaries Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 24 hours before the time for holding the Meeting or adjourned meeting. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the Meeting or any adjourned meeting should he so wish.

3. The Register of Members of the Company will be closed as follows:

4. (a) For determining the right to attend and vote at the Company’s annual general meeting to be held on 26 April 2012: from 19 April 2012 to 26 April 2012 (both days inclusive). In order to qualify for the attending and voting, all transfers accompanied by the relevant share certificates must be lodged with the Registrars of the Company, Tricor Secretaries Limited (“Tricor”) at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong, for registration no later than 4:00 p.m. on 18 April 2012;

5. (b) For determining the entitlement to the proposed final dividend: from 4 May 2012 to 7 May 2012 (both days inclusive). In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with Tricor for registration no later than 4:00 p.m. on 3 May 2012.

6. In relation to Resolution 3, the retiring directors standing for re-election at the Meeting are Mr. YICK Wing Fat, Simon, Mr. CHEN Chi-chuan and Mr. TSENG Ta-mon. Biographical details of the above directors are disclosed in Appendix II to the circular dated 28 March 2012 to be dispatched to members of the Company together with this notice and the 2011 Annual Report.

7. In relation to Resolution 5, an explanatory statement on share repurchase (as required by the Listing Rules) is set out in Appendix I to the Circular.

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