One Media Group Limited — Proxy Solicitation & Information Statement 2009

Jul 24, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in ONE MEDIA GROUP LIMITED , you should at once hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale 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.

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ONE MEDIA GROUP LIMITED 萬華媒體集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 426)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of One Media Group Limited to be held at 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong on Tuesday, 25th August 2009 at 11:30 a.m. is set out on pages 12 to 15 of this circular. Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the head office of the Company at 16th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not prevent you from attending and voting in person at the meeting if you so wish.

Hong Kong, 27th July 2009

DEFINITIONS

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

“Annual General Meeting”	the annual general meeting of the Company proposed
	to be held at 15th Floor, Block A, Ming Pao Industrial
	Centre, 18 Ka Yip Street, Chai Wan, Hong Kong on
	Tuesday, 25th August 2009 at 11:30 a.m., notice of
	which is set out on pages 12 to 15 of this circular
“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors
“Company”	One Media Group Limited, an exempted company
	incorporated in the Cayman Islands on 11th March
	2005 with limited liability under the Companies Law
	of the Cayman Islands, the Shares of which are listed
	on the Stock Exchange
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong
	Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	21st July 2009, being the latest practicable date of
	ascertaining certain information contained in this
	circular prior to its publication
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Repurchase Proposal”	the proposal to give a general mandate to the
	Directors to exercise the powers of the Company to
	repurchase during the period as set out in the
	Repurchase Resolution Shares up to a maximum of
	10% of the issued share capital of the Company as at
	the date of the Repurchase Resolution
“Repurchase Resolution”	the proposed ordinary resolution as referred to in no. 5
	of the notice of the Annual General Meeting
“Share(s)”	ordinary share(s) of HK$0.001 each in the share
	capital of the Company

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DEFINITIONS

“Shareholder(s)” registered holder(s) of Shares

• “Share Repurchase Rules”

the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers and Share Repurchases

“%” per cent.

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LETTER FROM THE BOARD

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ONE MEDIA GROUP LIMITED 萬華媒體集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 426)

Executive Directors:

Mr. TIONG Kiu King (Chairman) Mr. TIONG Kiew Chiong Mr. TUNG Siu Ho, Terence

Non-executive Director:

Mr. Peter Bush BRACK

Registered Office: Clifton House 75 Fort Street P.O. Box 1350 GT George Town Grand Cayman Cayman Islands

Independent Non-executive Directors: Mr. YU Hon To, David Mr. SIT Kien Ping, Peter Mr. TAN Hock Seng, Peter

Head Office in Hong Kong: 16th Floor, Block A Ming Pao Industrial Centre 18 Ka Yip Street Chai Wan Hong Kong

Hong Kong, 27th July 2009

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 26th August 2008, a general mandate was given by the Company to the Directors to exercise the powers of the Company to repurchase Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the Annual General Meeting. An explanatory statement as required under the Share Repurchase Rules to provide the requisite information of the Repurchase Proposal is set out in Appendix I hereto.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE NEW SHARES

Furthermore, at the Annual General Meeting two ordinary resolutions will be proposed which aim to grant to the Directors (i) a general mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolutions (i.e. not exceeding 80,000,000 Shares based on the issued share capital of the Company of 400,000,000 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same as the date of passing the resolution); and (ii) an extension to the general mandate so granted to the Directors by the addition of any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase up to 10% of the issued share capital of the Company as at the date of passing the Repurchase Resolution.

RE-ELECTION OF DIRECTORS

Pursuant to Articles 108(a) of the Articles of Association, Mr. TUNG Siu Ho, Terence, Mr. SIT Kien Ping, Peter, and Mr. TAN Hock Seng, Peter will retire at the Annual General Meeting and, being eligible, offer themselves for re-election. Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

VOTING BY POLL

As required under Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all resolutions will be put to vote by way of poll at the Annual General Meeting. An announcement on the poll results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

ANNUAL GENERAL MEETING

On pages 12 to 15 of this circular, you will find a notice convening the Annual General Meeting at which the following businesses are to be transacted:

1. to receive and consider the audited financial statements, the report of the directors and the independent auditor’s report for the year ended 31st March 2009;

2. to declare a final dividend;

3. to re-elect directors and to authorise the Board to fix the remuneration of directors; and

4. to re-appoint auditor and to authorise the Board to fix the remuneration of auditor.

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LETTER FROM THE BOARD

To consider and, if thought fit, pass the following proposed resolutions:

1. an ordinary resolution to grant to the Directors a general mandate to exercise all powers of the Company to repurchase Shares on the Stock Exchange representing up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the Repurchase Resolution;

2. an ordinary resolution to grant to the Directors a general mandate to authorise the Directors to allot, issue and deal with Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution; and

3. an ordinary resolution to extend the general mandate which will be granted to the Directors to allot, issue and deal with additional Shares by adding to it the number of Shares repurchased under the Repurchase Proposal after the granting of the general mandate.

ACTION TO BE TAKEN

A proxy form for use at the Annual General Meeting is enclosed herein. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form and return it to the head office of the Company at 16th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the Annual General Meeting, or any adjourned meeting, should they so wish.

RECOMMENDATION

The Directors believe that the granting of the general mandates to repurchase Shares and to issue new Shares, the extension of the general mandate to issue additional Shares and the re-election of Directors of the Company are in the best interests of the Company as well as the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders should vote in favour of all the relevant resolutions set out in the notice of the Annual General Meeting.

By order of the Board TIONG Kiu King Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the Repurchase Resolution.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 400,000,000 Shares. Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Resolution to repurchase up to a maximum of 40,000,000 Shares representing not more than 10% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Proposal is in the best interests of the Company and its shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per share and/or earnings per share of the Company and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and Articles of Association and the applicable laws of the Cayman Islands. The law of the Cayman Islands provides that the amount to be repaid in connection with a share repurchase may be paid from the profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the Company’s annual report for the year ended 31st March 2009 in the event that the power to repurchase Shares pursuant to the Repurchase Proposal were to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Repurchase Proposal to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT

4. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchase pursuant to the Repurchase Proposal and in accordance with the Listing Rules, the memorandum and Articles of Association of the Company and the applicable laws of the Cayman Islands.

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the Shareholders.

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 or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the Shareholders.

5. EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, 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 group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Comwell Investment Limited (“Comwell”) has an interest of 251,339,812 Shares representing 62.83% of the issued share capital of the Company.

Based on such shareholdings and in the event that the Directors exercise in full the power to repurchase Shares pursuant to the general mandate, the shareholdings of Comwell in the Company would be increased to approximately 69.82% of the issued share capital of the Company.

The Directors are not aware of any consequence which may arise under Rule 26 of the Takeovers Code as a result of any repurchases made under the Repurchase Proposal. The Company may not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

6. SHARE PURCHASED BY THE COMPANY

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

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APPENDIX I

EXPLANATORY STATEMENT

7. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Highest Price	Lowest Price
	HK$	HK$
2008
July	0.455	0.400
August	0.360	0.320
September	0.330	0.205
October	0.220	0.160
November	0.220	0.198
December	0.265	0.225
2009
January	0.244	0.244
February	0.230	0.230
March	0.230	0.220
April	0.340	0.220
May	0.330	0.285
June	0.345	0.240
July (up to the Latest Practicable Date)	0.290	0.236

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting in accordance with the Articles of Association:

1. TUNG Siu Ho, Terence aged 47, is the executive Director and Chief Executive Officer of the Group. Mr. TUNG is also a member of the executive committee of the Company. He is in charge of the overall management of the Group. Mr. TUNG joined as the Sales Director of Ming Pao Magazines Limited in September 1998 and was appointed as an executive Director in April 2005. He has been in the media business for more than 25 years and was formerly a director and General Manager of Metropolitan Publications Limited. He is the Chairman of The Society of Publishers in Asia. He also serves as a director of various subsidiaries of the Company. Mr. TUNG obtained a Bachelor of Arts from the University of Toronto in Canada.

Save as disclosed herein, Mr. TUNG has not held any directorship in other listed public companies in the past three years and does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Mr. TUNG has an interest in share options to subscribe for 1,000,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. TUNG entered into a service contract with the Company for an initial fixed term of one year starting from 1st September 2005 and shall continue unless and until terminated by either the Company or Mr. TUNG giving to the other not less than 3 months’ prior notice in writing to terminate the service contract. The appointment is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association. According to the service contract, Mr. TUNG is entitled to receive salary, Company’s pension fund and discretionary performance bonus as may be decided by the Board. The director ’s emolument of Mr. TUNG will be reviewed annually by the Board pursuant to the authority granted by the Shareholders at the general meetings of the Company and by reference to his duties and responsibilities with the Company, the Company’s performance, as well as prevailing market conditions. For the year ended 31st March 2009, total emoluments paid to Mr. TUNG amounted to HK$2,227,000.

Mr. TUNG has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

1. SIT Kien Ping, Peter, aged 56, has been an independent non-executive director of the Company since June 2005. He is also the Chairman of the Remuneration Committee and a member of the Audit Committee and Nomination Committee of the Company. He is a solicitor of Hong Kong, a notary public, a China-appointed attesting officer, and an adjudicator of the Immigration Tribunal. Mr. SIT has over 30 years of experience in advising on commercial transactions and conveyancing projects, and currently is a senior and founding partner of Sit, Fung, Kwong & Shum, a law firm in Hong Kong.

During the three-year period immediately preceding 31st March 2009, Mr. SIT had been and subsequently resigned as an independent non-executive director of Asia Commercial Holdings Limited (stock code: 0104) which is a listed company in Hong Kong, on 16th December 2006.

Save as disclosed herein, Mr. SIT has not held any directorship in other listed public companies in the past three years and does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Mr. SIT has an interest in share options to subscribe for 150,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. SIT entered into a service contract with the Company for a term of three years starting from 1st April 2007 and ending on 31st March 2010. The appointment is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association. The director’s emolument of Mr. SIT will be reviewed annually by the Board pursuant to the authority granted by the Shareholders at the general meetings of the Company and by reference to his duties and responsibilities with the Company, the Company’s performance, as well as prevailing market conditions. For the year ended 31st March 2009, total emoluments paid to Mr. SIT amounted to HK$130,000.

Mr. SIT has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

1. TAN Hock Seng, Peter, aged 75, has been an independent non-executive director of the Company since June 2005. He is also the Chairman of the Nomination Committee and a member of the Audit Committee and Remuneration Committee of the Company. Mr. TAN is currently the director of International Credit Money Research Centre of Yenching Institute and a visiting professor of the College of Arts and Science of Beijing United University. He is an experienced investor and researcher in the area of currency economics and has organised various seminars about international currencies and economies in the PRC. Mr. TAN obtained a Bachelor in Geology from Peking Geology University in the PRC.

Save as disclosed herein, Mr. TAN has not held any directorship in other listed public companies in the past three years and does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Mr. TAN has a personal interest of 200,000 Shares and an interest in share options to subscribe for 150,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. TAN entered into a service contract with the Company for a term of three years starting from 1st April 2007 and ending on 31st March 2010. The appointment is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association. The director’s emolument of Mr. TAN will be reviewed annually by the Board pursuant to the authority granted by the Shareholders at the general meetings of the Company and by reference to his duties and responsibilities with the Company, the Company’s performance, as well as prevailing market conditions. For the year ended 31st March 2009, total emoluments paid to Mr. TAN amounted to HK$125,000.

Mr. TAN has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

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NOTICE OF ANNUAL GENERAL MEETING

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ONE MEDIA GROUP LIMITED 萬華媒體集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 426)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong on Tuesday, 25th August 2009 at 11:30 a.m. for the following purposes:

1. to receive and consider the audited financial statements, the report of the directors and the independent auditor’s report for the year ended 31st March 2009;

2. to declare a final dividend;

3. to re-elect directors and to authorise the Board to fix the remuneration of directors; and

4. to re-appoint auditor and to authorise the Board to fix the remuneration of auditor.

To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTION

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 of HK$0.001 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of shares of the Company which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

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

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

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

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

ORDINARY RESOLUTION

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 of HK$0.001 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and 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 hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power 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) and issued 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) an 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 of the Company; (iii) an issue of shares as scrip dividends pursuant to the Articles of Association of the Company from time to time; or (iv) an issue of shares under any option scheme or similar arrangement for the grant or issue of shares or rights to acquire shares of the Company, shall not exceed 20% of the aggregate nominal

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NOTICE OF ANNUAL GENERAL MEETING

amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

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

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

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

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares 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 recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

ORDINARY RESOLUTION

1. “ THAT subject to the passing of the resolutions nos. 5 and 6 set out in the notice convening the meeting, the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares pursuant to resolution no. 6 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to resolution no. 5 set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the said resolution.”

By Order of the Board LAM Pak Cheong Secretary

Hong Kong, 27th July 2009

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the head office of the Company at 16th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. The register of members will be closed from Wednesday, 19th August 2009, to Tuesday, 25th August 2009, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar and transfer office, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 18th August 2009.

4. With regard to item no. 3 in this notice, the Board of Directors of the Company proposes that the retiring Directors, namely Mr. TUNG Siu Ho, Terence, Mr. SIT Kien Ping, Peter and Mr. TAN Hock Seng, Peter be re-elected as Directors of the Company. Details of the said retiring Directors are set out in the Appendix II to the circular to be sent to the Shareholders on 27th July 2009.

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