Pacific Textiles Holdings Limited — Proxy Solicitation & Information Statement 2012

Jul 11, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Pacific Textiles Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or 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 take no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(incorporated in the Cayman Islands with limited liability) (Stock Code: 01382)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at 7th Floor, Block B, Eastern Sea Industrial Building, 48–56 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Friday, 10 August 2012 at 10:00 a.m. is set out on pages 12 to 15 of this circular. A form of proxy for use in connection with the Annual General Meeting of the Company is enclosed herewith.

Whether or not you are able to attend the meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the head office and principal place of the Company in Hong Kong at 7th Floor, Block B, Eastern Sea Industrial Building, 48–56 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong, 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 preclude you from attending and voting in person at the meeting if you so wish.

Hong Kong, 12 July 2012

• For identification purpose only

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter	from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	2012 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Actions to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Explanatory Statement on the Share Repurchase Mandate . . . . . . . .		7
Appendix II — Biography of Retiring Directors Proposed for Re-election . . . . . . . . .		10
Notice	of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

• ‘‘2012 AGM’’

• the annual general meeting of the Company to be held at 10:00 a.m. on Friday, 10 August 2012 at 7th Floor, Block B, Eastern Sea Industrial Building, 48–56 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong

• ‘‘AGM Notice’’ the notice convening the 2012 AGM as set out on pages 12 to 15 of this circular

• ‘‘Articles’’ the Articles of Association of the Company, as amended from time to time

• ‘‘Board’’ the board of Directors of the Company

• ‘‘Company’’

• Pacific Textiles Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange

• ‘‘Directors’’ the director(s) of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

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

• ‘‘Latest Practicable Date’’

• 6 July 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• ‘‘Listing Rules’’

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

• ‘‘SFO’’

• Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

• ‘‘Share(s)’’

• share(s) with a nominal value of HK$0.001 each in the capital of the Company

• ‘‘Share Issue Mandate’’

a general mandate proposed to be granted to the Directors to allot, issue and deal with additional Shares in the manner set out in the resolution numbered 5 of the AGM Notice

– 1 –

DEFINITIONS

• ‘‘Share Repurchase Mandate’’ a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares in the manner set out in the resolution numbered 6 of the AGM Notice

• ‘‘Shareholder(s)’’

holder(s) of the Share(s)

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

• ‘‘substantial Shareholders’’

has the meaning ascribed to it under the Listing Rules

• ‘‘Takeovers Code’’

The Hong Kong Code on Takeovers and Mergers

• ‘‘%’’

per cent

– 2 –

LETTER FROM THE BOARD

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 01382)

Executive Directors

Mr. WAN Wai Loi (Chairman) Mr. TSANG Kang Po (Vice Chairman) Mr. LAM Wing Tak (Chief Executive Officer) Dr. LAM King Man Mr. LAM Hing Chau, Leon

Registered office

P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman Cayman Islands

Non-executive Directors

Mr. CHOI Kin Chung Mr. IP Ping Im Mr. LAU Yiu Tong

Independent Non-executive Directors

Mr. CHAN Yue Kwong, Michael Mr. NG Ching Wah Mr. SZE Kwok Wing, Nigel

Head office and principal place of business in Hong Kong

7th Floor, Block B, Eastern Sea Industrial Building 48–56 Tai Lin Pai Road Kwai Chung New Territories Hong Kong 12 July 2012

Dear Shareholders,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, AND

RE-ELECTION OF RETIRING DIRECTORS

1. INTRODUCTION

The purpose of this circular is to provide you information regarding the resolutions to be proposed at the 2012 AGM of the Company in relation to the Share Issue Mandate, the Share Repurchase Mandate and the re-election of the retiring Directors and to give you the AGM Notice.

2. SHARE ISSUE MANDATE

At the annual general meeting of the Company held on 12 August 2011, a general mandate was granted to the Directors to allot, issue and deal with Shares in accordance with the Listing Rules. Such general mandate will lapse at the conclusion of the 2012 AGM.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

An ordinary resolution no. 5 set out in the AGM Notice will be proposed at the 2012 AGM to grant Share Issue Mandate to the Directors so as to give the Directors the flexibility to issue Shares when it is in the interest of the Company. As at the Latest Practicable Date, the issued share capital of the Company comprised 1,433,086,000 fully paid-up Shares. If there is no allotment or repurchase of the Shares prior to the date of the 2012 AGM, the Company shall be authorized under the Share Issue Mandate to allot, issue and deal with a maximum of 286,617,200 Shares, being 20% of the Shares in issue as at the date of the 2012 AGM.

In addition, an ordinary resolution no. 7 as set out in the AGM Notice will be proposed at the 2012 AGM to grant to the Directors to extend the Share Issue Mandate by adding any Shares repurchased under the Share Repurchase Mandate to the total number of Shares which may be allotted and issued under the Share Issue Mandate.

3. SHARE REPURCHASE MANDATE

At the annual general meeting of the Company held on 12 August 2011, a general mandate was given to the Directors to repurchase Shares in accordance with the Listing Rules. Such general mandate will lapse at the conclusion of the 2012 AGM.

An ordinary resolution no. 6 as set out in the AGM Notice will be proposed at the 2012 AGM to grant Share Repurchase Mandate to the Directors. If there is no allotment or repurchase of the Shares prior to the date of the 2012 AGM, the Company shall be authorized under the Share Repurchase Mandate to repurchase a maximum of 143,308,600 Shares, being 10% of the Shares in issue as at the date of the 2012 AGM.

An explanatory statement, as required by the Listing Rules, to provide Shareholders with all the information reasonably necessary for them to make an informed decision on the proposed resolution in relation to the Share Repurchase Mandate is set out in the Appendix I to this circular.

4. RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Board comprises Mr. Wan Wai Loi, Mr. Tsang Kang Po, Mr. Lam Wing Tak, Dr. Lam King Man and Mr. Lam Hing Chau, Leon who are executive Directors; Mr. Choi Kin Chung, Mr. Ip Ping Im and Mr. Lau Yiu Tong, who are non-executive Directors; Mr. Chan Yue Kwong, Michael, Mr. Ng Ching Wah and Mr. Sze Kwok Wing, Nigel who are independent non-executive Directors.

Pursuant to article 130 of the Articles, at every annual general meeting of the Company one-third of the Directors for the time being (or, if their number is not a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement at least once every three years. Accordingly, Mr. Lam Wing Tak (executive Director and Chief Executive Officer), Dr. Lam King Man (executive Director), Mr. Lam Hing Chau, Leon (executive Director) and Mr. Ip Ping Im (non-executive Director) will retire from the Board at the 2012 AGM. Mr. Lam Wing Tak and Mr. Ip Ping Im will offer themselves for re-election whereas Dr. Lam King Man and Mr. Lam Hing Chau, Leon will not offer themselves for reelection due to other business engagements which require more of their dedication and they will therefore retire from the Board at the conclusion of the 2012 AGM. Dr. Lam King Man will focus on his operation role in textiles manufacturing, research and development of the Group. Mr. Lam Hing Chau, Leon will continue to serve as Chief Financial Officer and Company Secretary of the Group.

– 4 –

LETTER FROM THE BOARD

Biographical details of the retiring Directors who proposed to be re-elected at 2012 AGM are set out in the Appendix II to this circular.

5. 2012 AGM

An AGM Notice convening the 2012 AGM is set out on pages 12 to 15 of this circular to consider, if thought fit, to pass the resolutions in relation to, inter alia, the Share Issue Mandate, the Share Repurchase Mandate, the extension of the Share Issue Mandate and the reelection of the retiring Directors.

6. VOTING BY POLL

Pursuant to the article 90 of the Articles, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (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 duly demanded or otherwise required under the Listing Rules. A poll may be demanded by:

• (a) the chairman of the meeting; or

• (b) at least five members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and entitled to vote; or

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

• (d) any member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

Pursuant to the Rule 13.39(4) of the Listing Rules, any vote of Shareholders at general meeting of the Company must be taken by way of poll. The Chairman of the meeting will therefore demand a poll for every resolution put to the vote of the 2012 AGM in accordance with article 90 of the Articles. The results of the poll will be published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.pacific-textiles.com).

– 5 –

LETTER FROM THE BOARD

7. ACTIONS TO BE TAKEN

Proxy form for use at the 2012 AGM is enclosed with this circular. Whether or not you intend to be present at the 2012 AGM, you are requested to complete the proxy form and return it to the head office and principal place of business of the Company in Hong Kong not less than 48 hours before the time appointed for holding the 2012 AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the 2012 AGM if you so wish.

8. RECOMMENDATION

The Board considers that the Share Issue Mandate, the Share Repurchase Mandate, the extension of the Share Issue Mandate and the re-election of the retiring Directors are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the 2012 AGM.

Yours faithfully By order of the Board Pacific Textiles Holdings Limited Wan Wai Loi Chairman

– 6 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX I

The following serves as an explanatory statement in compliance with the Listing Rules to give all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution numbered 6 of the AGM Notice in relation to the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$1,433,086 comprising 1,433,086,000 Shares.

Subject to the passing of the relevant ordinary resolution to approve the Share Repurchase Mandate (as set out in resolution numbered 6 of the AGM Notice) and on the basis that no further Shares are issued or repurchased, the Company would be authorized under the Share Repurchase Mandate to repurchase a maximum of 143,308,600 Shares during the period ending on the earliest of the date of the next annual general meeting following the 2012 AGM, the date by which the next annual general meeting following the 2012 AGM of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

The Board wishes to state that it has no immediate plans to repurchase any Shares but consider that the Share Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per share of the Company and/or liquidity of the Shares. There might be material adverse impact on the working capital or gearing position of the Company as compared with the financial position of the Company as at 31 March 2012 (being the date to which the latest audited financial statements of the Company were made up) in the event that the Share Repurchase Mandate is carried out in full during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association and all applicable laws of the Cayman Islands and the Listing Rules. Subject to the foregoing, any repurchases by the Company may be made out of its funds which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase.

– 7 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX I

4. MARKET PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the month during the previous twelve months up to the Latest Practicable Date were as follows:

	Highest	Lowest
	Per Share	Per Share
	HK$	HK$
July 2011	5.45	5.12
August 2011	5.44	4.37
September 2011	4.73	3.65
October 2011	4.70	3.89
November 2011	4.90	4.25
December 2011	4.97	4.18
January 2012	4.79	4.28
February 2012	5.30	4.66
March 2012	5.26	4.88
April 2012	5.25	4.95
May 2012	5.20	4.76
June 2012	5.87	4.70
1 July 2012 to the Latest Practicable Date	4.83	4.63

5. DIRECTORS, ASSOCIATES AND CONNECTED PERSON

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of his respective associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Share Repurchase Mandate in the event that such mandate is approved by Shareholders.

No connected person, as defined in the Listing Rules, has notified the Company that he/ she has a present intention to sell any Shares to the Company, nor has he/she undertaken not to do so in the event that the Share Repurchase Mandate is approved by Shareholders.

6. UNDERTAKING OF THE DIRECTORS

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

– 8 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX I

7. EFFECT OF TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Share 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 the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers Code) 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 for all Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Mr. Ip Ping Im is beneficially interested in 405,394,000 Shares representing approximately 28.29% of the issued share capital of the Company.

In the event that the Directors exercise in full the power to repurchase Shares under the Share Repurchase Mandate, then, (if the shareholdings otherwise remain the same) the interest of Mr. Ip Ping Im in the Company would be increased from approximately 28.29% to approximately 31.43% of the total issued share capital of the Company. In the opinion of the Directors, such increase would give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Directors have no present intention to exercise the Share Repurchase Mandate to an extent which may result in any possible mandatory offer being made under the Takeovers Code.

8. SHARES REPURCHASES 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 –

BIOGRAPHY OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The biographical details of two retiring Directors who are proposed to be re-elected at the 2012 AGM are set out below:

Mr. Lam Wing Tak

Executive Director and Chief Executive Officer, aged 61.

Mr. Lam joined the Group in 1998 and was appointed as a Director in 2004. Mr. Lam is a member of the Remuneration Committee and Nomination Committee of the Company and is also a director of various subsidiaries of the Group. Mr. Lam is responsible for sales and marketing and the formulation of the overall corporate direction and business strategies for the Group. Mr. Lam has over 37 years of experience in the textile industry. Mr. Lam obtained a MBA degree from the University of Macau and a Bachelor of Business Administration from The Chinese University of Hong Kong. Mr. Lam is a member of Board of Trustee of New Asia College, The Chinese University of Hong Kong.

Mr. Lam had not held directorship in any public listed companies in the last three years.

Mr. Lam does not have relationship with other Directors, senior management or substantial Shareholders of the Company.

As at the Latest Practicable Date, Mr. Lam is deemed to be interested in 115,653,000 Shares within the meaning of Part XV of the SFO, representing approximately 8.07% of the issued capital of the Company.

Mr. Lam has entered into a service agreement for an initial term of two years with effect from 1 April 2007 and the service agreement will continue thereafter until terminated by either party by giving to the other party at least six months’ prior notice in writing. His appointment is subject to retirement by rotation and re-election at the annual general meeting in accordance with the provisions of the Articles.

In accordance with his service agreement, Mr. Lam is entitled to basic salary and director’s fee in a total sum of HK$3,900,000 per annum plus a bonus at the discretion of the Company. For the year ended 31 March 2012, the total amount of emoluments payable to Mr. Lam was approximately HK$8,377,000. The amount of emoluments payable to Mr. Lam is determined having regard to his duties and responsibilities, the Company’s performance, prevailing market conditions and by reference to the emoluments for directors of other listed companies.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to Rules 13.51(2) of the Listing Rules in connection with the re-election of Mr. Lam.

– 10 –

BIOGRAPHY OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Ip Ping Im

Non-executive Director and a founder of the Group, aged 75.

Mr. Ip is a co-founder and senior partner of our Group. Mr. Ip was appointed as a Director in 2004 and is also a director of various subsidiaries of the Group. Mr. Ip has over 35 years of experience in the textile industry.

Mr. Ip had not held directorship in any public listed companies in the last three years.

Mr. Ip does not have relationship with other Directors, senior management or substantial Shareholders of the Company.

As at the Latest Practicable Date, Mr. Ip is deemed to be interested in 405,394,000 Shares within the meaning of Part XV of the SFO, representing approximately 28.29% of the issued capital of the Company.

Mr. Ip has been appointed for an initial term of two years on the terms and conditions of his appointment with effect from 1 May 2007. The term of the appointment has been extended thereafter and his existing term is two years up to 30 April 2013. His appointment is subject to retirement by rotation and re-election at the annual general meeting in accordance with the provisions of the Articles.

In accordance with his appointment letter, no emolument is payable to Mr. Ip.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to Rules 13.51(2) of the Listing Rules in connection with the re-election of Mr. Ip.

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 01382)

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at 7th Floor, Block B, Eastern Sea Industrial Building, 48–56 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Friday, 10 August 2012 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditor for the year ended 31 March 2012.

2. To consider and declare a final dividend for the year ended 31 March 2012.

3. To re-elect the following retiring directors and authorize the board of directors to fix the remuneration of directors:

4. (a) Mr. Lam Wing Tak as executive director; and

5. (b) Mr. Ip Ping Im as non-executive director.

6. To re-appoint PricewaterhouseCoopers as auditor of the Company and authorize the board of directors to fix the remuneration of the auditor.

7. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company with or without modifications:

ORDINARY RESOLUTION

‘‘THAT:

• (a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company (the ‘‘Directors’’) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options or warrants which would or might require shares to be issued, allotted or disposed of be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options or warrants which would or might require shares to be issued, allotted or disposed of whether during the continuance of the Relevant Period or after the end of the Relevant Period;

• For identification purpose only

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of the subscription or conversion rights attaching to any warrants or any securities which are convertible into shares of the Company; or (iii) an issue of shares upon the exercise of options which may be granted under any option scheme or similar arrangement for the time being adopted for the issue of shares or rights to acquire shares of the Company; or (iv) any scrip dividend or other 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 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue 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 its Articles of Association or any applicable laws of the Cayman Islands to be held; and

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

and

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to holders of shares of the Company appearing on its register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).’’

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company with or without modifications:

ORDINARY RESOLUTION

‘‘THAT:

• (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company (the ‘‘Directors’’) during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its own shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any another stock exchange on which the securities of the Company may be listed and recognised by the Stock Exchange and the Securities and Futures Commission for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or equivalent rules or regulations of such other stock exchange, as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the share capital of the Company to be purchased or agreed conditionally or unconditionally to be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period 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 this resolution, and the said approval shall be limited accordingly; and

• (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 its Articles of Association or any applicable laws of the Cayman Islands to be held; and

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

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company with or without modifications:

ORDINARY RESOLUTION

‘‘THAT conditional upon resolutions numbered 5 and numbered 6 set out in the notice convening this meeting being passed, the exercise by the directors of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company in accordance with the general mandate granted pursuant to resolution numbered 5 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 of the Company purchased by the Company under the authority granted pursuant to resolution numbered 6 set out in the notice convening this meeting, provided that the amount of share capital repurchased by the Company 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 this resolution.’’

By order of the Board of Directors Lam Hing Chau, Leon Company Secretary

Hong Kong, 12 July 2012

Notes:

• (i) Any shareholder 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 shareholder of the Company.

• (ii) In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at the head office and principal place of business of the Company in Hong Kong at 7th Floor, Block B, Eastern Sea Industrial Building, 48–56 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong not less than 48 hours before the time for holding the annual general meeting or any adjourned meeting.

• (iii) The Register of the Members of the Company will be closed from 7 August 2012 to 10 August 2012 (both days inclusive) for the purpose of determining the identity of members who are entitled to attend and vote at the AGM, during which period no transfer of shares of the Company will be registered. In order to qualify for attending the AGM, all transfers accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 6 August 2012.

• (iv) The Register of Members of the Company will be closed from 16 August 2012 to 20 August 2012 (both days inclusive) for the purpose of determining the identity of members who are entitled to the final dividend for the year ended 31 March 2012, during which period no transfer of shares of the Company will be registered. In order to qualify for the final dividend, all transfers accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 15 August 2012.

• (v) With regard to resolutions numbered 3 and 5 to 7, details of the re-election of Directors and general mandates to issue and to repurchase shares are set out in the circular to shareholders dated 12 July 2012.

• (vi) The translation into Chinese language of this notice is for reference only. In case of inconsistency, the English version shall prevail.

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