Paradise Entertainment Limited — Proxy Solicitation & Information Statement 2007

Apr 17, 2007

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in LifeTec Group Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in Bermuda with limited liability) (Stock Code: 1180)

REFRESHMENT OF THE ISSUE MANDATE AND REFRESHMENT OF THE SCHEME MANDATE LIMIT AND NOTICE OF SPECIAL GENERAL MEETING

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Independent Board Committee (as defined herein) containing its recommendation to the Independent Shareholders (as defined herein) is set out on page 12 of this circular. A letter from Nuada (as defined herein) containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 13 to 18 of this circular.

A notice convening the special general meeting of the Company to be held at Suite 907-908, 9th Floor, Man Yee Building, No. 68 Des Voeux Road Central, Hong Kong on Wednesday, 2nd May 2007 at 11:00 a.m. (the “Special General Meeting”) is set out on pages 19 to 21 of this circular. Whether or not you are able to attend the Special General Meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company in Hong Kong, Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Special General Meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting should you so wish.

• For identification purposes only

17th April 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Refreshment of the Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Refreshment of the Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Procedure for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Document available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Responsibility statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from Nuada. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

– i –

DEFINITIONS

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

• “associate(s)” has the meaning ascribed thereto in the Listing Rules

• “Board” the board of Directors

• “Bye-laws” the bye-laws of the Company

• “Companies Act” the Companies Act 1981 of Bermuda (as amended)

• “Company”

• LifeTec Group Limited, an exempt company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange

• “Directors” the directors of the Company

• “Existing General Mandate”

• the general mandate granted by the Shareholders at the annual general meeting of the Company held on 29th May 2006 to issue or deal with up to a maximum of 577,659,583 new Shares

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Board Committee”

• an independent committee of the Board comprising the independent non-executive Directors to advise the Independent Shareholders in respect of the refreshment of the Issue Mandate

• “Independent Shareholders”

• any Shareholders other than controlling Shareholders and their associates or, which there are no controlling Shareholders, any Shareholders other than Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates

• “Invested Entity”

any entity in which the Group holds any equity interest

• “Issue Mandate”

a general and unconditional mandate to the Directors to exercise all powers of the Company to allot and issue Shares not exceeding 20% of the issued share capital of the Company as at the date of the Special General Meeting, a resolution to approve the refreshment thereof is set out as resolution no. 1 in the notice convening the Special General Meeting

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DEFINITIONS

• “Latest Practicable Date”

• 13th April 2007, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• “Listing Committee”

• the listing committee of the Stock Exchange

• “Listing Rules”

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

• “Macau” the Macau Special Administrative Region of the PRC

• “Nuada”

Nuada Limited, a licensed corporation permitted to carry on business in type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of the Issue Mandate

• “Options”

• the share options to subscribe for Shares granted under the Share Option Scheme

• “Participants”

• (i) any employee (whether full time or part time) of any member of the Group or any Invested Entity, including any executive director of any member of the Group or any Invested Entity;

• (ii) any non-executive director (including independent non-executive director) of any member of the Group or any Invested Entity;

• (iii) any supplier of goods or services to any member of the Group or any Invested Entity;

• (iv) any customer of any member of the Group or any Invested Entity;

• (v) any adviser or consultant of any member of the Group or any Invested Entity;

• (vi) any person or entity that provides research, development of other technological support to any member of the Group or any Invested Entity; and

• (vii) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity

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DEFINITIONS

• “PRC” the People’s Republic of China, which for the purpose of this circular excludes Hong Kong, Macau and Taiwan

• “Scheme Mandate Limit” the maximum number of Shares which may be issued upon the exercise of all Options to be granted under the Share Option Scheme and any other schemes of the Group

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

• “Share Option Scheme” the share option scheme adopted by the Company on 15th July 2002

• “Shareholders” holders of the Shares “Shares” ordinary shares of HK$0.01 each in the capital of the Company

• “Special General Meeting” the special general meeting of the Company to be held at Suite 907-908, 9th Floor, Man Yee Building, No. 68 Des Voeux Road Central, Hong Kong on Wednesday, 2nd May 2007 at 11:00 a.m., notice of which is set out on pages 19 to 21 of this circular, or any adjourned meeting

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “System” a computerized system in relation to the operation of a real time baccarat system and optional jackpot features

• “Warrantholders” holders of the Warrants “Warrants” unlisted warrants issued by the Company entitling the holders thereof to subscribe for Shares at an initial subscription price of HK$0.21 per Share, subject to adjustment, exercisable from 3rd April 2007 to 2nd April 2008, both days inclusive

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability) (Stock Code: 1180)

Executive Directors:

Mr. Jay Chun (Chairman and Managing Director) (alternate director to Mr. Shan Shiyong) Mr. Shan Shiyong, alias, Sin Sai Yung Dr. Ma Xianming, alias, Ma Yin Ming Mr. Law Wing Kit, Stephen Mr. Park Aaron Changmin

Independent Non-executive Directors:

Mr. Frank Hu Mr. Wang Faqi Ms. Ma Shiwei

Head Office and Principal Place of Business: Suite 907-908, 9th Floor Man Yee Building No. 68 Des Voeux Road Central Hong Kong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

17th April 2007

To the Shareholders, and for information only, the Warrantholders

Dear Sir or Madam,

REFRESHMENT OF THE ISSUE MANDATE AND REFRESHMENT OF THE SCHEME MANDATE LIMIT AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The Directors wish to seek the approval of the Shareholders at the Special General Meeting for (i) the refreshment of the Issue Mandate and (ii) the refreshment of the Scheme Mandate Limit.

The purpose of this circular is to (i) provide you with details of the refreshment of the Issue Mandate and (ii) the refreshment of the Scheme Mandate Limit.

The Independent Board Committee, comprising the independent non-executive Directors, has been established to advise the Independent Shareholders in relation to the refreshment of the Issue Mandate. Nuada has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

• For identification purposes only

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LETTER FROM THE BOARD

REFRESHMENT OF THE ISSUE MANDATE

At the annual general meeting of the Company held on 29th May 2006, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to allot up to a maximum of 577,659,583 Shares, which is equivalent to 20% of the then issued share capital of the Company. As at the Latest Practicable Date, an aggregate of 575,000,000 Shares of the Existing General Mandate, representing approximately 99.54% thereof, has been utilized as to 275,000,000 Shares in connection with the issue of a HK$33,000,000 convertible note announced by the Company on 5th March 2007 and as to 300,000,000 Shares in connection with the private placing of Warrants announced by the Company on 20th March 2007.

In order to allow more flexibility to the Company for raising further funds for its future business development through the issue of new Shares, the Board proposes to refresh the Issue Mandate to grant an authority to the Directors to issue and allot new Shares not exceeding 20% of the issued share capital of the Company as at the date of the Special General Meeting. As the refreshment of the Issue Mandate is proposed to the Shareholders before the Company’s next annual general meeting, pursuant to Rule 13.36(4) of the Listing Rules, the refreshment of the Issue Mandate will be subject to the Independent Shareholders’ approval by way of poll at the Special General Meeting.

As the Company has no controlling shareholder (as defined in the Listing Rules), the Directors and the chief executive of the Company and their respective associates are required to abstain from voting in favour of the resolution to approve the refreshment of the Issue Mandate at the Special General Meeting. Accordingly, Mr. Jay Chun, the Chairman and Managing Director of the Company and August Profit Investments Limited, a company wholly owned by Mr. Chun who were together beneficially interested in 396,058,000 Shares, Mr. Shan Shiyong, alias, Sin Sai Yung, an executive Director and Best Top Offshore Limited, a company wholly owned by Mr. Shan, who were together beneficially interested in 353,190,000 Shares and Mr. Park Aaron Changmin, an executive Director, who held 1,206,000 Shares, representing approximately 12.91%, 11.51% and 0.04% respectively of the issued share capital of the Company as at the Latest Practicable Date are all required to abstain from voting in favour of the resolution to approve the refreshment of the Issue Mandate at the Special General Meeting.

As at the Latest Practicable Date, there were 3,068,297,919 Shares in issue. Assuming no further allotment and issue or repurchase of Shares between the Latest Practicable Date and the date of the Special General Meeting, subject to the passing of the relevant resolution to approve the refreshment of the Issue Mandate at the Special General Meeting, the Directors will be granted an authority to allot and issue up to a maximum of 613,659,583 Shares under the Issue Mandate. As disclosed in the Company’s announcement dated 9th November 2006, the Company has installed the System and the related terminals progressively at various casinos in Macau. Due to the favourable response from the casino operators, it is expected that the System will be widely adopted by other casinos in Macau in the foreseeable future and therefore the Company may need additional funding to fuel the growth of such business. Since the Issue Mandate will give the Company more flexibility to tap into the equity market at such time or times in accordance with the funding requirements

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LETTER FROM THE BOARD

for the expansion of such business, the Directors consider that the refreshment of the Issue Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Independent Board Committee, comprising Mr. Frank Hu, Mr. Wang Faqi and Ms. Ma Shiwei, being the independent non-executive Directors, has been established to advise the Independent Shareholders in respect of the refreshment of the Issue Mandate. Nuada has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

Whether or not the Company will propose to seek the shareholders’ approval for the grant of a general mandate to issue new Shares at its forthcoming annual general meeting depends on the status of utilization of the Issue Mandate as refreshed at the time the notice of the annual general meeting is to be given.

REFRESHMENT OF THE SCHEME MANDATE LIMIT

The Share Option Scheme was approved and adopted by the Shareholders at the special general meeting of the Company held on 15th July 2002 in compliance with Chapter 17 of the Listing Rules. The purpose of the Share Option Scheme is to provide incentives and rewards to eligible person for their contribution to, and continuing efforts to promote the interests of, the Group. The exercise price of an Option must be the highest of: (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which must be a business day; (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five business day immediately preceding the date of grant; and (iii) the nominal value of the Share. As at the Latest Practicable Date, the Company had no share option scheme other than the Share Option Scheme.

Pursuant to the Share Option Scheme, the total number of Shares which may be issued upon exercise of all Options granted and to be granted by the Company under the Share Option Scheme and any other share option schemes of the Company (if applicable) must not in aggregate exceed 10% of the Shares in issue as at the date of approval of the Share Option Scheme. Options lapsed in accordance with the terms of the Share Option Scheme shall not be counted for the purpose of calculating the Scheme Mandate Limit. The Scheme Mandate Limit may be refreshed by Shareholders in general meeting from time to time.

In addition, the Share Option Scheme provides that the Company may seek the approval of the Shareholders in general meeting for refreshment of the Scheme Mandate Limit provided that:

• (i) the Scheme Mandate Limit so refreshed shall not exceed 10% of the Shares in issue as at the date of approving the refreshment of the Scheme Mandate Limit;

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LETTER FROM THE BOARD

• (ii) options previously granted under the Share Option Scheme or any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option scheme of the Company (if applicable)) will be not counted for the purpose of calculating the limit as “refreshed”; and

• (iii) the limit on the number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and any other share option schemes adopted by the Company (if applicable) must not exceed 30% of the Shares in issue from time to time (the “Overall Limit”).

As at 15th July 2002, being the date of approving the Share Option Scheme, the total number of issued Shares was 1,717,745,946 Shares and the Scheme Mandate Limit was 171,774,594 Shares, representing 10% of the Shares in issue as at the date of approving the Share Option Scheme.

At the special general meeting of the Company held on 19th April 2004, the Scheme Mandate Limit was refreshed to allow the Company to grant Options entitling holders to subscribe for Shares not exceeding 10% of the issued share capital of the Company as at the date of approving the refreshment, which amounted to 259,711,291 Options.

At the annual general meeting of the Company held on 18th July 2005, the Scheme Mandate Limit was further refreshed to allow the Company to grant Options entitling holders to subscribe for Shares not exceeding 10% of the issued share capital of the Company as at the date of approving the refreshment, which amounted to 267,767,291 Options.

At the annual general meeting of the Company held on 29th May 2006, the Scheme Mandate Limit was further refreshed to allow the Company to grant Options entitling holders to subscribe for Shares not exceeding 10% of the issued share capital of the Company as at the date of approving the refreshment, which amounted to 288,829,791 Options.

As at the Latest Practicable Date, the Company has granted an aggregate of 284,900,000 Options under the Share Option Scheme pursuant to the Scheme Mandate Limit as refreshed on 29th May 2006, of which 3,000,000 Options were exercised, and no Options were lapsed or cancelled under the Scheme Mandate Limit as refreshed on 29th May 2006. Therefore, as at the Latest Practicable Date, there are 281,900,000 Options outstanding and unexercised under the Scheme Mandate Limit as refreshed on 29th May 2006 to which holders were entitled to subscribe for 281,900,000 Shares.

As a large proportion of the Options were granted to the consultants of the Company as consideration for identifying potential investors, assisting in negotiating with such potential investors and providing consultancy services in relation to the drug development business of the Company, there were a relatively short intervals of the refreshments of the Scheme Mandate Limit and a frequent grant of Options under the Share Option Scheme.

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LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, all the grantees of the Options fell within the class of Participants under the Share Option Scheme and all these Options were granted in accordance with the rules of the Share Option Scheme and the relevant requirements of the Listing Rules.

Details of the refreshment of the Scheme Mandate Limit and movements of Options granted under the Share Option Scheme are summarized as follows:

SCHEME MANDATE LIMIT Date of adoption of Share Option Scheme (A)/approval for refreshment (R) No. of Options representing 10% of the issued share capital of the Company as at the date of adoption of the Share Option Scheme/approval for refreshment (as the case may be) Date of grant 15/07/2002 (A) 171,774,594 27/11/2003 19/04/2004 (R) 259,711,291 13/08/2004 01/11/2004 18/07/2005 (R) 267,767,291 03/01/2006 20/02/2006 29/05/2006 (R) 288,829,791 31/07/2006 30/11/2006 14/03/2007 988,082,967	DETAILS OF No. of Options granted 171,700,000 204,000,000 50,000,000 12,000,000 254,000,000 280,000,000 1,900,000 3,000,000 976,600,000	MOVEMENTS OF OPTIONS GRANTED No. of Options exercised No. of Options lapsed No. of Options cancelled 144,825,000 (Note 1) – – 200,000,000 (Note 2) – – 25,000,000 (Note 3) – – 2,000,000 (Note 4) – – 150,000,000 (Note 5) – – – – – – – – 3,000,000 (Note 6) – – 524,825,000 – –	No. of Options outstanding as at the Latest Practicable Date (the “Remaining Options”) 26,875,000 4,000,000 25,000,000 10,000,000 104,000,000 280,000,000 1,900,000 –
			451,775,000

Notes:

1. Of these 144,825,000 Options exercised, 51,000,000 Options were exercised on 22nd March 2004, 20,500,000 Options were exercised on 17th June 2004, 34,000,000 Options were exercised on 21st June 2004, 28,700,000 Options were exercised on 7th January 2005 and 10,625,000 Options were exercised on 22nd September 2005.

2. Of these 200,000,000 Options exercised, 25,000,000 Options were exercised on 14th October 2005, 25,000,000 Options were exercised on 14th November 2005, 25,000,000 Options were exercised on 5th December 2005, 25,000,000 Options were exercised on 10th January 2006, 25,000,000 Options were exercised on 29th March 2006, 25,000,000 Options were exercised on 31st March 2006, 25,000,000 Options were exercised on 18th April 2006 and 25,000,000 Options were exercised on 29th April 2006.

3. These Options were exercised on 29th August 2006.

4. These Options were exercised on 21st March 2007.

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LETTER FROM THE BOARD

1. Of these 150,000,000 Options exercised, 13,000,000 Options were exercised on 19th July 2006, 12,000,000 Options were exercised on 15th August 2006, 25,000,000 Options were exercised on 5th October 2006, 25,000,000 Options were exercised on 6th November 2006, 25,000,000 Options were exercised on 13th November 2006, 25,000,000 Options were exercised on 28th November 2006 and 25,000,000 Options were exercised on 27th February 2007.

2. These Options were exercised on 21st March 2007.

As approximately 98.64% of the Scheme Mandate Limit of 288,829,791 Options as refreshed on 29th May 2006 has been depleted, the Directors are of the view that in order to provide incentives and rewards to the Participants for their contribution to, and continuing efforts to promote the interests of, the Group by granting Options to them, the Scheme Mandate Limit shall be refreshed to provide the Company with greater flexibility.

As at the Latest Practicable Date, there were 3,068,297,919 Shares in issue. Assuming there is no further allotment and issue or repurchase of Shares between the Latest Practicable Date and the date of the Special General Meeting, upon the passing of the resolution to approve the refreshment of the Scheme Mandate Limit by the Shareholders at the Special General Meeting, the Scheme Mandate Limit will be refreshed to 306,829,791 Shares and the Company will be allowed to grant further Options under the Share Option Scheme and any other share option schemes of the Company (if applicable) carrying the rights to subscribe for a maximum of 758,604,791 Shares, representing approximately 24.72% of the Shares in issue as at the Latest Practicable Date (the “Available Limit”, being the sum of the Scheme Mandate Limit (as refreshed) and the Remaining Options). To the extent that there are any unutilized Options under the Scheme Mandate Limit as initially approved by the Shareholders at the time of adoption of the Share Option Scheme on 15th July 2002 and the further refreshments of the Scheme Mandate Limit as approved by the Shareholders on 19th April 2004, 18th July 2005 and 29th May 2006 respectively, all such unutilized Options will be considered as lapsed upon the approval of the refreshment of the Scheme Mandate Limit at the Special General Meeting and the Company will not be allowed to grant any further Options pursuant thereto.

On the basis of 3,068,297,919 Shares in issue as at the Latest Practicable Date, the 30% Overall Limit represents a total of 920,489,375 Shares. Accordingly, the Available Limit arising from the Scheme Mandate Limit (as refreshed) does not exceed the 30% Overall Limit as at the Latest Practicable Date.

To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, as at the Latest Practicable Date, none of the grantees under the Share Option Scheme has been granted with Options which exceed the limit of 1% of the Shares in issue in any 12-month period as set out in Rule 17.03(4) of the Listing Rules and none of the Directors, chief executive or substantial shareholders of the Company (as defined in the Listing Rules), or any of their respective associates has been granted with Options which would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant representing an aggregate over 0.1% of the Shares in issue and having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million as set out in Rule 17.04(1) of the Listing Rules.

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LETTER FROM THE BOARD

The refreshment of the Scheme Mandate Limit is conditional upon:

1. the passing by the Shareholders of an ordinary resolution at the Special General Meeting to approve the refreshment of the Scheme Mandate Limit; and

2. the Listing Committee granting the listing of, and permission to deal in, the Shares which may be issued pursuant to the exercise of Options granted under the Scheme Mandate Limit as refreshed.

Application will be made to the Listing Committee for the grant of listing of, and permission to deal in, the Shares which may be issued pursuant to the exercise of Options granted under the Scheme Mandate Limit as refreshed.

SPECIAL GENERAL MEETING

A notice convening the Special General Meeting to be held at Suite 907-908, 9th Floor, Man Yee Building, No. 68 Des Voeux Road Central, Hong Kong on Wednesday, 2nd May 2007 at 11:00 a.m. is set out on pages 19 to 21 of this circular for the purpose of considering and, if thought fit, passing the resolutions as set out therein.

A form of proxy for use by the Shareholders at the Special General Meeting is enclosed. Whether or not you are able to attend the Special General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrars of the Company in Hong Kong, Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Special General Meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting thereof should you so wish.

Save that the Directors and the chief executive of the Company and their respective associates are required to abstain from voting in favour of the resolution to approve the refreshment of the Issue Mandate at the Special General Meeting, none of the Shareholders is required to abstain from voting at the Special General Meeting pursuant to the Listing Rules and/or the Bye-laws. To the best of the Directors’ knowledge, no Director nor the chief executive of the Company and their respective associates who are required to abstain from voting in favour of the resolution to approve the refreshment of the Issue Mandate has indicated that they have a present intention to vote against such resolution at the Special General Meeting.

The vote of the Independent Shareholders to approve the resolution for the refreshment of the Issue Mandate at the Special General Meeting will be taken on a poll pursuant to Rules 13.36(4)(c) and 13.39(4) of the Listing Rules. The results of the poll will be announced by the Company after the Special General Meeting.

PROCEDURE FOR DEMANDING A POLL

Pursuant to bye-law 66 of the Bye-laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the Listing Rules or (before or on the declaration of the result of the show of

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LETTER FROM THE BOARD

hands or on the withdrawal of any other demand for a poll) a poll is demanded: (i) by the chairman of the meeting; or (ii) by at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or (iii) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or (iv) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

DOCUMENT AVAILABLE FOR INSPECTION

Copy of the Share Option Scheme will be available for inspection during normal business hours on any week days (except public holidays) at the principal place of business of the Company in Hong Kong at Suite 907-908, 9th Floor, Man Yee Building, No.68 Des Voeux Road Central, Hong Kong from the date of this circular up to and including Wednesday, 2nd May 2007 and will be available for inspection at the Special General Meeting.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee as set out on page 12 of this circular which contains its recommendation to the Independent Shareholders on the proposed refreshment of the Issue Mandate. Your attention is also drawn to the letter of advice from Nuada as set out on pages 13 to 18 of this circular, which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the proposed refreshment of the Issue Mandate.

The Directors consider that the resolutions as set out in the notice of the Special General Meeting are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of such resolutions.

Yours faithfully, For and on behalf of LifeTec Group Limited Jay Chun Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

17th April 2007

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(Incorporated in Bermuda with limited liability) (Stock Code: 1180)

To the Shareholders, and for information only, the Warrantholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES

We refer to the circular of the Company dated 17th April 2007 (the “Circular”) to the Shareholders, of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

We have been appointed by the Board as members of the Independent Board Committee and to advise the Independent Shareholders in respect of the refreshment of the Issue Mandate which will enable the Board to exercise the power of the Company to allot and issue Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the Special General Meeting.

Nuada has been appointed to advise the Independent Board Committee and the Independent Shareholders as to whether the refreshment of the Issue Mandate is fair and reasonable as far as the Independent Shareholders are concerned and whether it is in the interests of the Company and the Shareholders as a whole. Details of its advice, together with the principal factors and reasons taken into consideration in arriving at such advice, are set out on pages 13 to 18 of the Circular.

Your attention is drawn to the letter from the Board set out on pages 4 to 11 of the Circular.

Having considered the terms of the Issue Mandate and the advice of Nuada, we are of the opinion that the refreshment of the Issue Mandate is fair and reasonable so far as the Independent Shareholders are concerned and that the grant of the Issue Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the Special General Meeting to approve the refreshment of the Issue Mandate.

Yours faithfully,

For and on behalf of

the Independent Board Committee

Mr. Frank Hu Mr. Wang Faqi Ms. Ma Shiwei Independent Non-executive Independent Non-executive Independent Non-executive Director Director Director

• For identification purposes only

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LETTER FROM NUADA

The following is the text of the letter of advice to the Independent Board Committee and the Independent Shareholders from Nuada Limited dated 17th April 2007 prepared for incorporation in this Circular.

7th Floor, New York House 60 Connaught Road Central Hong Kong

17th April 2007

To the Independent Board Committee and the Independent Shareholders of LifeTec Group Limited

Dear Sirs,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES

INTRODUCTION

We refer to the circular to the Shareholders dated 17th April 2007 (the “Circular”) issued by LifeTec Group Limited and our appointment as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed refreshment of general mandate to issue and allot shares of the Company, details of which are set out in the letter from the Board contained in the Circular (the “Letter”). Capitalised terms used in this letter shall have the same meanings ascribed to them in the Circular unless the context otherwise requires.

Pursuant to Rules 13.36(4) of the Listing Rules, the grant of the Issue Mandate is subject to the approval of the Independent Shareholders by way of poll at the Special General Meeting with the controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding the independent non-executive Directors) and the chief executive and their respective associates abstain from voting in favour. The Company has no controlling Shareholder as at the Latest Practicable Date. As at the Latest Practicable Date, Mr. Jay Chun, the Chairman and Managing Director of the Company, and his associates in aggregate owned approximately 12.91% interest in the Company, Mr. Shan Shiyong, alias, Sin Sai Yung, an executive Director, and his associates in aggregate owned approximately 11.51% interest in the Company and Mr. Park Aaron Changmin, an executive Director, and his associates in aggregate owned approximately 0.04% interest in the Company. As such, Mr. Jay Chun, Mr. Shan Shiyong, alias, Sin Sai Yung, Mr. Park Aaron Changmin and their respective associates shall abstain from voting in favour of the relevant resolutions at the Special General Meeting.

The Independent Board Committee has been established to advise the Independent Shareholders in relation to the proposed grant of the Issue Mandate.

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LETTER FROM NUADA

BASIS OF OUR OPINION

In formulating our opinion, we have relied on the information, statements, opinions and representations supplied to us by the Company and the Directors and we have assumed that all such information, statements, opinions and representations contained or referred to in the Circular were true, accurate and complete at the time they were made and continue to be true at the date of the Circular, and we have relied on the same. We have also assumed that all statements of belief, opinion and intention of the Directors as set out in the Letter were reasonably made after due and careful inquiry. We have also sought and obtained confirmation from the Company that no material facts have been omitted from the information provided and referred to in the Circular.

We consider that we have been provided sufficient information to enable us to reach an informed view regarding the proposed grant of the Issue Mandate and to justify reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis of our opinions and that we have performed all steps as required under Rule 13.80 of the Listing Rules, including notes thereon. We have no reason to suspect that any material facts or information (which is known to the Company) have been omitted or withheld from the information supplied or opinions expressed in the Circular nor to doubt the truth and accuracy of the information and facts, or the reasonableness of the opinions expressed by the Company and the Directors which have been provided to us. We have not, however, carried out any independent verification on the information provided to us by the Directors, nor have we conducted an independent in-depth investigation into the business and affairs of the Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the proposed grant of the Issue Mandate, we have taken the following principal factors and reasons into consideration:

Background

At the annual general meeting of the Company held on 29th May 2006, the Directors were granted the Existing Issue Mandate to allot and issue up to 577,659,583 new Shares, representing 20% of the then issued share capital of the Company.

The Existing Issue Mandate has been almost fully utilised as to 275,000,000 Shares in connection with the issue of a HK$33,000,000 convertible note announced by the Company on 5th March 2007 (the “CN Issue”) and as to 300,000,000 Shares in association with the private placing of unlisted warrants announced by the Company on 20th March 2007 (the “Placing”). To maintain the financial flexibility necessary for the Group’s future business development, the Directors therefore propose to seek the approval of the Independent Shareholders at the Special General Meeting for the grant of the Issue Mandate.

The Company had an aggregate of 3,068,297,919 Shares in issue as at the Latest Practicable Date. Subject to the passing of the ordinary resolutions for the approval of the grant of the Issue Mandate and assuming that no other Shares are issued and/or repurchased

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LETTER FROM NUADA

by the Company between the Latest Practicable Date and the date of the Special General Meeting, the Company would be allowed under the Issue Mandate to allot and issue up to 613,659,583 Shares.

Reasons for the Issue Mandate

As advised by the Company, the Directors consider that equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. While the Board considers that there is no immediate funding need for the Group’s current operations and that there is currently no concrete proposal presented by potential investors for investment in Shares, the Board proposes to seek approval of the Independent Shareholders at the Special General Meeting for the grant of the Issue Mandate such that should future funding needs arise or attractive terms for investment in Shares become available from potential investors, the Board will be able to respond to the market and such investment opportunities promptly.

Flexibility in financing alternatives

The Group is principally engaged in the research, development, manufacturing and sales of biopharmaceutical products. The Group is also engaged in the development, manufacturing and sales of electronic gaming system and related repair, maintenance, consulting and/or marketing services through LT Game Limited (“LT Game”), a non-wholly owned subsidiary of the Group. In December 2006, LT Game raised net proceeds of approximately HK$15,288,000 by way of issue of redeemable voting preference shares to Crown Max Investment Limited. As at the Latest Practicable Date, approximately HK$14,300,000 has been utilized for the development and expansion of the computerized system in relation to the operation of a real time baccarat system (the “System”) including acquisition of terminals linked to the System, and the related hardware and software for installation at the casinos of Sociedade De Jogos De Macau, S.A. and for working capital requirement of LT Game. In addition, the Company raised approximately HK$31,500,000 from the CN Issue and approximately HK$5,600,000 from the Placing. The Company will receive additional HK$63,000,000 upon exercise in full of the subscription rights attached to the 300,000,000 warrants issued under the Placing (the “Warrants”). The net proceeds from the CN Issue and the Placing is intended by the Group to be applied as to about 80% for the business of LT Game (the “LT Game Business”) and the rest as general working capital of the Group. As advised by the Company, the Group will continue to seek expansion and development opportunities for its business, in particular the LT Game Business. Given the Existing Issue Mandate has been almost fully utilized, should the Company wish to finance any business expansion and development plans or investment opportunities through an issuance of new Shares and a specific mandate has to be sought in this respect, the Directors are uncertain as to whether the requisite approval from the Shareholders could be obtained in a timely manner. In addition, the Issue Mandate offers an opportunity for the Directors to capture a favourable equity market condition to raise funds by issuing new Shares.

Notwithstanding the fact that the Group had no immediate funding need for its current operations and there is currently no concrete proposal presented by potential investors for investment in Shares, in view of the recent development and expansion of the LT Game Business as detailed above, additional funding may be required by the Group to fuel the

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LETTER FROM NUADA

growth of such business, in particular it is expected that the System will be widely adopted by other casinos in Macau in the foreseeable future due to the favourable response from the casino operators as advised by the Company. As such, the Directors believe that the grant of the Issue Mandate would offer the Group greater flexibility to capture investment opportunities which may arise at any time and require prompt investment decision by the Group. The Directors also consider that the grant of the Issue Mandate would provide the Company with the maximum flexibility to raise additional capital for any future investment or as working capital of the Group.

In light of the above, we are of the opinion that the grant of the Issue Mandate would provide the Company with the necessary flexibility essential for fulfilling any possible funding needs for future business development and/or investment decisions, in particular in relation to the LT Game Business, in a timely manner. As such, we are of the view that the grant of the Issue Mandate is fair and reasonable and will be in the interest of the Company and the Shareholders as a whole.

Other financing alternative

As advised by the Company, in appropriate circumstances, the Group will also consider other financing methods such as debt financing or internal cash resources to fund its future business development. While sufficient for its present requirements, there is no certainty that such cash resources will be adequate or other financing alternatives will be available for the development and expansion of the Group’s business or any appropriate investments that may be identified by the Company in the future. In addition, as debt financing may incur interest burden to the Group, the Directors consider that equity financing such as issuance of new Shares for cash or equity swaps may be an appropriate means to fund such investments and/ or acquisitions and provide additional working capital for the future development and expansion of the Group, given the Group’s financial position, capital structure, cost of funding and the then financial market condition.

We consider that the grant of the Issue Mandate will provide the Company with an alternative avenue and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future development, including equity issuance. As such, we are of the view that the grant of the Issue Mandate will be in the interest of the Company and the Shareholders as a whole.

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LETTER FROM NUADA

Potential dilution to shareholding of the public Shareholders

Set out below is a table showing (i) the shareholdings of the Company as at the Latest Practicable Date; and (ii) for illustrative purpose, the potential dilution effect upon full utilisation of the Issue Mandate, assuming that no other Shares are issued and/or repurchased by the Company.

Mr. Jay Chun August Profit Investments Limited (Note 1) Best Top Offshore Limited (Note 2) Mr. Park Aaron Changmin (Note 3) Public Shareholders Shares that may be issued under the Issue Mandate Total Notes:	As at the Latest Practicable Date Shares % 68,568,000 2.23 327,490,000 10.67 353,190,000 11.51 1,206,000 0.04 2,317,843,919 75.55 – – 3,068,297,919 100	Upon full utilization of the Issue Mandate Shares % 68,568,000 1.86 327,490,000 8.89 353,190,000 9.59 1,206,000 0.03 2,317,843,919 62.96 613,659,583 16.67 3,681,957,502 100%	Upon full utilization of the Issue Mandate Shares % 68,568,000 1.86 327,490,000 8.89 353,190,000 9.59 1,206,000 0.03 2,317,843,919 62.96 613,659,583 16.67 3,681,957,502 100%
			100%

1. August Profit Investments Limited is a company wholly owned by Mr. Jay Chun, the Chairman and Managing Director of the Company.

2. Best Top Offshore Limited is a company wholly owned by Mr. Shan Shiyong, alias, Sin Sai Yung, an executive Director.

3. Mr. Park Aaron Changmin is an executive Director.

As illustrated in the table above, the aggregate shareholding of the public Shareholders will be diluted from approximately 75.55% as at the Latest Practicable Date to approximately 62.96% upon full utilisation of the Issue Mandate, assuming that no other Shares are issued and/or repurchased by the Company.

Taking into account the benefits of the grant of the Issue Mandate as discussed above and the fact that the shareholdings of all Shareholders will be diluted proportionately, we consider such dilution or potential dilution of shareholding to be acceptable.

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LETTER FROM NUADA

RECOMMENDATIONS

Having considered the above principal factors and reasons, we are of the view that the grant of the Issue Mandate is fair and reasonable and in the interest of the Company and the Shareholders as a whole. Accordingly, we would recommend the Independent Shareholders and advise the Independent Board Committee to recommend to the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the Special General Meeting.

Independent Shareholders are however advised to take note of the possible dilution effect on their shareholding interests in the Company when and if the Issue Mandate is utilised.

For and on behalf of Nuada Limited

Po Chan

Executive Director

Bernard Chan

Executive Director

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NOTICE OF SPECIAL GENERAL MEETING

==> picture [198 x 48] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 1180)

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of LifeTec Group Limited (the “Company”) will be held at Suite 907-908, 9th Floor, Man Yee Building, No. 68 Des Voeux Road Central, Hong Kong on Wednesday, 2nd May 2007 at 11:00 a.m. for the purpose of considering and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

• (a) the authority given by the resolution set out as Resolution No.6 in the notice of the annual general meeting of the Company held on 29th May 2006 be and is hereby revoked to the extent that such authority has not been exercised;

• (b) subject to paragraph (d) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot and deal with additional shares of the Company, and to make or grant offers, agreements and options (including warrants, bonds, notes 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;

• (c) the approval in paragraph (b) of this Resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes 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;

• (d) 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 (b) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any bonds, notes, debentures and securities which are convertible into shares of the Company; or (iii) an issue of shares of the Company as scrip dividends pursuant to the bye-laws of the Company from time to time; or (iv) an issue of shares of the Company under any share option scheme or similar arrangement providing for the grant to employees (including directors) of the Company and/or any of its

* For identification purposes only

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NOTICE OF SPECIAL GENERAL MEETING

subsidiaries of the rights to subscribe for shares of the Company, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of this Resolution, and the said approval shall be limited accordingly; and

• (e) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

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

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

• (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.

“Rights Issue” means an offer of shares of the Company open for a period fixed by the directors of the Company to the holders of shares whose names appear on the register of members of the Company 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 overseas shareholders or fractional entitlements or having regard to any restrictions or obligations under the law of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

1. “ THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, 10 per cent of the Shares in issue at the date of passing this Resolution which may be issued pursuant to the exercise of options to be granted under the share option scheme adopted by the Company on 15th July 2002 (the “Share Option Scheme”) and any other share option schemes of the Company, and pursuant to paragraph 8.1(iii) of the Share Option Scheme, approval be and is hereby granted for “refreshing” the Scheme Mandate Limit (as defined in the Share Option Scheme) under the Share Option Scheme provided that (i) the total number of Shares in the share capital of the Company which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as “refreshed” hereby shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution; and (ii) options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the 10 per cent limit

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NOTICE OF SPECIAL GENERAL MEETING

as “refreshed” hereby and that the directors of the Company be and are hereby authorized, from time to time, to offer or grant options pursuant to the Share Option Scheme subject to the 10 per cent limit as refreshed and to exercise the power of the Company to allot and issue shares upon the exercise of any such options.”

By Order of the Board Poon Yick Pang, Philip Company Secretary

Hong Kong, 17th April 2007

Head Office and Principal Place of Business: Suite 907-908, 9th Floor Man Yee Building No.68 Des Voeux Road Central Hong Kong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Notes:

• (1) A shareholder entitled to attend and vote at the meeting may appoint one or more than one proxy to attend and to vote instead of him. A proxy need not be a shareholder of the Company.

• (2) In the case of joint holders of any share, any one of such persons may vote at the said meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders is present at the said meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

• (3) In order to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the branch share registrars of the Company in Hong Kong, Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and return of a form or proxy will not preclude shareholders from attending and voting in person should they so wish.

• (4) A form of proxy for use at the meeting is enclosed herewith.

• (5) As at the date of this Notice, the executive directors of the Company are Mr. Jay Chun (Chairman and Managing Director), Mr. Shan Shiyong, alias, Sin Sai Yung, Dr. Ma Xianming, alias, Ma Yin Ming, Mr. Law Wing Kit, Stephen and Mr. Park Aaron Changmin and the independent non-executive directors of the Company are Mr. Frank Hu, Mr. Wang Faqi and Ms. Ma Shiwei.

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