Phoenitron Holdings Limited — Proxy Solicitation & Information Statement 2012

Mar 29, 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [40 x 33] intentionally omitted <==

==> picture [25 x 11] intentionally omitted <==

PHOENITRON HOLDINGS LIMITED 品創控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8066)

(1) PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF DIRECTORS;

(3) AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

This circular is dispatched together with the annual report of the Company which comprises, among other things, the report of the Directors, the report of the independent auditors of the Company issued by BDO Limited and the audited consolidated financial statements of the Company for the year ended 31 December 2011.

A notice convening the annual general meeting of the Company to be held at 9:15 a.m., on Thursday, 10 May 2012, at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong is contained in this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Tengis 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 annual general meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the annual general meeting or any adjourned meeting (as the case may be) should you so wish.

This circular will remain on the website of the GEM of the Stock Exchange at www.hkgem.com on the “Latest Company Announcement” page for at least 7 days from the date of its posting and the Company’s website at www.phoenitron.com.

30 March 2012

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board of Directors
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to issue new Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate for repurchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Declaration of final dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by way of poll at the Annual General Meeting . . . . . . . . . . . . . . . . . . . .	7
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I – Explanatory statement on Repurchase Mandate. . . . . . . . . . .	9
Appendix II – Details of the Retiring Directors Proposed to be re-elected
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– ii –

DEFINITIONS

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

• “2011 Annual Report”

• the annual report of the Company for the year ended 31 December 2011

• “Annual General Meeting”

• the annual general meeting of the Company to be held at 9:15 a.m., on Thursday, 10 May 2012, at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong

• “Articles of Association”

• the articles of association of the Company, and each an “Article”

• “Board”

the board of Directors

• “Company”

Phoenitron Holdings Limited, a company incorporated in the Cayman Islands with limited liabilities, the Shares of which are listed on GEM

• “Directors”

the directors, including independent non-executive directors, of the Company from time to time

• “GEM”

• The Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

• The Rules Governing the Listing of Securities on GEM

• “General Mandate”

• the general mandate to be granted to the Directors to exercise the power of the Company to allot, issue, and deal with, new Shares up to a maximum of 20% of the share capital of the Company in issue as at the date of passing of the relevant resolution as set out in the resolution numbered 5 in the notice convening the Annual General Meeting

• “Group” the Company and its subsidiaries

• “Hong Kong”

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

• “Latest Practicable Date”

23 March 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 1 –

DEFINITIONS

“Memorandum of Association”	the memorandum of association of the Company
“Registrar”	the branch share registrar of the Company in Hong Kong,
	Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28
	Queen’s Road East, Wanchai, Hong Kong
“Repurchase Mandate”	the general mandate to be granted to the Directors to
	exercise the power of the Company to repurchase Shares
	up to a maximum of 10% of the share capital of the
	Company in issue as at the date of passing of the relevant
	resolution as set out in the resolution numbered 6 in the
	notice convening the Annual General Meeting
“SFO”	The Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shareholders”	holders of the Shares from time to time
“Shares”	ordinary shares of HK$0.02 each in the issued share
	capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“HK$”	the lawful currency of Hong Kong
“%”	per cent.

– 2 –

LETTER FROM THE BOARD OF DIRECTORS

==> picture [40 x 34] intentionally omitted <==

==> picture [25 x 12] intentionally omitted <==

PHOENITRON HOLDINGS LIMITED 品創控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8066)

Executive Directors: Ms. Lily Wu (Chairman and Chief Executive Officer) Mr. Chang Wei Wen Ms. Leung Quan Yue, Michelle Mr. Yang Meng Hsiu

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

Independent non-executive Directors:

Mr. Leung Ka Kui, Johnny Ms. Wong Ka Wai, Jeanne Mr. Chan Siu Wing, Raymond

Principal place of business: Unit 302, 3rd Floor Seapower Centre 73 Lei Muk Road Kwai Chung New Territories Hong Kong

30 March 2012

• To the Shareholders, and for information only, to the holders of the warrants and the options issued by the Company

Dear Sir or Madam,

(1) PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF DIRECTORS; (3) AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the resolutions to be proposed at the Annual General Meeting, among other things, to grant the General Mandate to the Directors to exercise the power of the Company to allot, issue, and deal with, new Shares up to a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution, to grant the extension of the General Mandate

– 3 –

LETTER FROM THE BOARD OF DIRECTORS

to the Directors to exercise the power of the Company to allot, issue, and deal with, new Shares up to the number of Share repurchased by the Company under the Repurchase Mandate, to grant a repurchase mandate to the Directors to exercise the power of the Company to repurchase the Shares representing up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution, and to re-elect the Directors in accordance with the Articles of Association. In addition, a special resolution will also be proposed to amend the existing Articles of Association. These resolutions will be proposed at the forthcoming Annual General Meeting and are set out in the notice convening the Annual General Meeting as contained in this circular.

GENERAL MANDATE TO ISSUE NEW SHARES

The resolution numbered 5 set out in the notice convening the Annual General Meeting will be proposed at the Annual General Meeting for the granting of a general and unconditional General Mandate to the Directors to exercise the power of the Company, to allot, issue, and deal with, new Shares up to a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution. As at the Latest Practicable Date, the number of Shares in issue was 3,023,175,000. Subject to the passing of the relevant resolution, the maximum number of new Shares to be issued under the General Mandate will be 604,635,000 (assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of Annual General Meeting). In addition, subject to a separate approval of Shareholders of the resolution numbered 7 set out in the notice convening the Annual General Meeting, the extension of the General Mandate will be granted to the Directors to exercise the power of the Company to allot, issue, and deal with, new Shares equal to the number of Shares repurchased under the Repurchase Mandate, if any.

GENERAL MANDATE FOR REPURCHASE OF SHARES

The resolution numbered 6 set out in the notice convening the Annual General Meeting will be proposed at the Annual General Meeting for the granting of a general and unconditional Repurchase Mandate to the Directors, to exercise power of the Company to repurchase on the GEM or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution.

The General Mandate and the Repurchase Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless they are renewed at such meeting or until revoked or varied by ordinary resolutions of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

The GEM Listing Rules contain provisions to regulate the repurchase by companies with a primary listing on the GEM of their own shares. In accordance with the GEM Listing Rules on share repurchases, this circular contains an explanatory statement as set out in the Appendix I to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against resolution set out in resolution 6

– 4 –

LETTER FROM THE BOARD OF DIRECTORS

of the notice convening the Annual General Meeting which will be proposed at the Annual General Meeting to grant to the Directors the Repurchase Mandate. For the purpose of this circular, the term “Shares” shall have the meaning ascribed thereto under the Hong Kong Code on Share Repurchases which mean Shares of all classes and securities which carry a right to subscribe for or purchase Shares.

DECLARATION OF FINAL DIVIDENDS

In order to ascertain the entitlements to receive the final dividend for the year ended 31 December 2011, the register of members of the Company will be closed from Wednesday, 16 May 2012 to Friday, 18 May 2012 (both dates inclusive) during which period no transfer of Shares will be registered.

The last day for dealing in Shares cum entitlements to the proposed final dividend for the year ended 31 December 2011 will be Friday, 11 May 2012. Shareholders are reminded that in order to qualify for the proposed final dividend for the year ended 31 December 2011, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Registrar not later than 4:30 p.m. on Tuesday, 15 May 2012.

Please also refer to the announcement of the Company dated 23 March 2012 in relation to the declaration of the final dividend.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprises four executive Directors, namely, Ms. Lily Wu, Ms. Leung Quan Yue, Michelle, Mr. Chang Wei Wen and Mr. Yang Meng Hsiu, and three independent non-executive Directors, namely, Mr. Leung Ka Kui, Johnny, Ms. Wong Ka Wai, Jeanne, and Mr. Chan Siu Wing, Raymond.

According to article 87(1) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. Article 87(2) of the Articles of Association further provides that a retiring Director shall be eligible for re-election and any Directors so to retire shall be subject to retirement by rotation who have been longest in office since their last re-election or appointment.

In accordance with the Articles of Association, Mr. Chan Siu Wing, Raymond, Mr. Chang Wei Wen and Mr. Leung Ka Kui, Johnny shall retire at the Annual General Meeting and, being eligible, shall offer themselves for re-election at the Annual General Meeting.

– 5 –

LETTER FROM THE BOARD OF DIRECTORS

Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the detailed required under Rule 17.50(2) of the GEM Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election and appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of the above three retiring Directors are set out in Appendix II to this circular.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The existing Articles of Association have been in effect since 2001 and have not been amended since 2006. The Stock Exchange has amended the GEM Listing Rules relating to, among other things, the articles of association or equivalent constitutional documents of listed issuers. Certain amendments to the GEM Listing Rules have been in effect since 1 January 2012 and certain amendments will come into effect on 1 April 2012.

Accordingly, the Directors propose to seek the approval of the Shareholders by way of special resolution for the amendments to the Articles of Association and adoption of the new articles of association at the Annual General Meeting, so as to bring the Articles of Association in line with amendments made to the GEM Listing Rules.

The major changes brought about by the proposed amendments to the Articles of Association are as follows:

• (a) to no longer permit a Director to disregard 5% interests when considering whether the Director has a material interest which would prevent him from forming part of the quorum or voting at a board meeting; and

• (b) if a substantial shareholder or a Director has a conflict of interest in a matter to be considered by the Board which the Board has determined to be material, the matter shall be dealt with by a physical board meeting rather than a written resolution.

Details of the amendments to the existing Articles of Association are set out in the notice of Annual General Meeting.

The legal adviser to the Company as to Hong Kong laws has confirmed that the proposed amendments to Articles of Association comply with the requirements of the GEM Listing Rules. The legal adviser to the Company as to Cayman Islands law has confirmed that the proposed amendments to the Articles of Association do not violate applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the proposed amendments to the Articles of Association for a Cayman Islands company listed on the Stock Exchange.

– 6 –

LETTER FROM THE BOARD OF DIRECTORS

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out on pages 17 to 22 to this circular.

A copy of 2011 Annual Report including, among other things, copies of the report of the Directors, the report of the independent auditors of the Company and the audited and consolidated financial statements of the Company for the year ended 31 December 2011, are dispatched to the Shareholders together with this circular.

In order to ascertain the entitlements to attend the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 8 May 2012 to Thursday, 10 May 2012 (both dates inclusive) during which period no transfer of Shares will be registered. In order to qualify for attending the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Registrar no later than 4:30 p.m. on Monday, 7 May 2012.

ACTIONS TO BE TAKEN

A form of proxy is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Registrar as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

VOTING BY WAY OF POLL AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 17.47(4) of the GEM Listing Rules, all votes of the Shareholders at the general meeting must be taken by poll. The chairman of the Annual General Meeting will therefore demand a poll for every resolution put to the vote of the Annual General Meeting pursuant to article 66 of the Articles of Association.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 7 –

LETTER FROM THE BOARD OF DIRECTORS

RECOMMENDATION

The Directors consider that the granting and the extension of the General Mandate to allot, issue, and deal with, new Shares, the proposed grant of Repurchase Mandate, the re-election of Directors and the proposed amendments to the Articles of Association, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of the resolutions numbered 3, and 5 to 8 as set out in the notice convening the Annual General Meeting to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board Lily Wu Chairman

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This explanatory statement relates to the resolution proposed to be passed at the Annual General Meeting authorising the grant of the Repurchase Mandate. It contains all the information required under Rule 13.08 of the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against such ordinary resolution.

(I) GEM LISTING RULES

The GEM Listing Rules permit companies with a primary listing on GEM to repurchase their Shares subject to certain restrictions.

Repurchases must be funded out of funds legally available for the purpose and in accordance with the company’s constitutive documents and the applicable laws of the jurisdiction in which the company is incorporated or otherwise established. As such, any repurchases must be made out of funds which are legally available for the purpose and in accordance with the laws and regulations of the Cayman Islands and the Memorandum and Articles of Association. Any premium payables on a repurchase over the par value of the Shares may be effected out of funds of the Company which would otherwise be available for dividends or distribution or out of the Company’s share premium account.

(II) REASONS FOR REPURCHASE

Although the Directors have no present intention of repurchasing the Shares, they believe that it is in the best interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchase may, depending on the market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and Shareholders.

(III) SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,023,175,000 Shares.

As at the Latest Practicable Date, share options carrying rights to subscribe for up to an aggregate of 7,500,000 Shares and warrants carrying rights to subscribe for up to an aggregate of 200,000,000 Shares remained outstanding. If the conversion rights attached to the said share options and warrants are exercised in full, 207,500,000 new Shares will be issued by the Company.

Subject to the passing of the relevant ordinary resolution to approve the Repurchase Mandate to repurchase Shares, the Company would be allowed under the Repurchase Mandate to repurchase Shares up to a maximum of 302,317,500 Shares (assuming that there will be no change in the issued share capital of the Company between the Latest Practicable Date and the

– 9 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

date of the Annual General Meeting), representing not more than 10% of the issued share capital of the Company as at the date of the Annual General Meeting. Assuming the conversion rights attached to the aforementioned share options and warrants are exercised in full prior to the date of passing of the resolution and assuming also that there are no other changes in the issued ordinary share capital of the Company prior to the date of passing of the said resolution, the total number of Shares in issue will be 3,230,675,000 Shares and the Directors would be authorised to repurchase up to 323,067,500 Shares.

(IV) IMPACT OF REPURCHASE

There might be an adverse impact on the working capitals or gearing positions of the Company as compared with the positions disclosed in the audited financial statements contained in the 2011 Annual Report in the event that the Repurchase Mandate be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Repurchase 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.

(V) SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the GEM in each of the previous 12 months before the Latest Practicable Date were as follows:

	Share Prices
	Highest	Lowest
	HK$	HK$
2011
March	0.660	0.530
April	0.650	0.480
May	0.560	0.495
June	0.600	0.540
July	0.580	0.520
August	0.550	0.440
September	0.520	0.400
October	0.490	0.420
November	0.490	0.410
December	0.480	0.375
2012
January	0.425	0.330
February	0.400	0.350
March (up to the Latest Practicable Date)	0.415	0.345

– 10 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

(VI) GENERAL INFORMATION

• (a) None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates, have any present intention to sell any Shares to the Company or any of its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.

• (b) The Directors have undertaken to the GEM that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Memorandum and Articles of Association, the GEM Listing Rules and the applicable laws and regulations of the Cayman Islands.

• (c) The Company has not notified by any connected persons (as defined in the GEM Listing Rules) of the Company that they have a present intention to sell any Shares to the Company or its subsidiaries, or that they have undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

(VII) EFFECTS OF TAKEOVERS CODE

If the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate, so far as the Directors are aware, the changes of the interests of the Shareholders who have interests of 5% or more of the issued share capital of the Company or substantial shareholders of the Company as at the Latest Practicable Date are set out in the following table:

	Before	After
Shareholders	repurchase	repurchase
Golden Dice Co., Ltd. (Note 1)	16.67%	18.52%
Best Heaven Limited (Note 1)	10.36%	11.51%
Mr. Tsai Chi Yuan (Note 1)	27.03%	30.03%
Notes:

1. Mr. Tsai Chi Yuan is deemed to be a substantial shareholder of the Company by virtue of his 100% beneficial interests in Golden Dice Co., Ltd. and Best Heaven Limited respectively.

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interests in the voting rights of the Company increases, such increase may be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interests, 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 the Shares not already owned by such Shareholder or a group of Shareholders.

– 11 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mr. Tsai Chi Yuan beneficially held 817,320,125 Shares representing approximately 27.03% of the existing issued share capital of the Company. Based on such shareholding and in the event that the Repurchase Mandate is exercised in full, the shareholding of Mr. Tsai Chi Yuan would be increased to approximately 30.03% of the issued share capital of the Company and such increase may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. However, the Directors have no current intention to exercise the Repurchase Mandate to such an extent as would give rise to this obligation. Save as aforesaid in this circular, the Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any purchase made under the Repurchase Mandate. The Company will not repurchase Shares which would in the number of Shares held by public being reduced to less than 25%.

(VIII) SHARES REPURCHASE MADE BY THE COMPANY

The Company repurchased 5,330,000 Shares of HK$0.02 each in the capital of the Company at prices ranging from HK$0.35 to HK$0.46 per Share on the Stock Exchange during the previous six months immediately preceding the Latest Practicable Date.

Particulars of repurchase of shares are as follows:

		**Price per **	share	Aggregate
Date of repurchase	No. of Shares	Highest	Lowest	Price
		HK$	HK$	HK$
30/9/2011	700,000	0.460	0.455	320,450
4/10/2011	600,000	0.440	0.435	263,475
17/1/2012	690,000	0.350	n/a	241,500
19/1/2012	500,000	0.365	n/a	182,500
20/1/2012	500,000	0.390	n/a	195,000
27/1/2012	250,000	0.400	0.395	99,000
30/1/2012	190,000	0.395	n/a	75,050
1/2/2012	1,500,000	0.360	0.350	526,625
7/2/2012	400,000	0.370	n/a	148,000
TOTAL	5,330,000			2,051,600

– 12 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Pursuant to the GEM Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the Annual General Meeting, are provided below.

Mr. Chan Siu Wing, Raymond (“Mr. Chan”), an independent non-executive Director

Length of service

Mr. Chan was appointed as an independent non-executive Director for an initial term of one year commencing from 12 February 2007, and will continue thereafter unless and until terminated by either the Company or Mr. Chan by giving not less than one month’s prior notice in writing and such appointment is subject at all times to the Articles of Association. Mr. Chan will retire at the Annual General Meeting, at which he will, being eligible, offer himself for re-election pursuant to article 87(1) of the Articles of Association. Thereafter, Mr. Chan will be subject to retirement by rotation and re-election at Annual General Meetings in accordance with articles 87(1) and (2) of the Articles of Association.

Qualifications and experience

Mr. Chan has over 20 years of experience in the field of accounting, taxation, finance and trust. He is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants, a Certified Practising Accountant of CPA Australia, and a founding member of the Macau Society of Certified Practising Accountants. Mr. Chan holds a Bachelor of Economics degree from the University of Sydney. Mr. Chan holds the position of executive director of ENM Holdings Limited and independent non-executive director of China Flooring Holding Company Limited, both companies whose shares are listed on the Main Board of the Stock Exchange. Mr. Chan was formerly an independent non-executive director of each of Karce International Holdings Limited and Prosperity Investment Holdings Limited, both companies whose shares are listed on the Main Board of the Stock Exchange. Mr. Chan was also an independent non-executive director of each of Pan Asia Mining Limited, a company whose shares are listed on GEM, and Orient Energy and Logistics Holdings Limited, a company whose shares are listed on the Frankfurt Stock Exchange. Save as aforesaid, Mr. Chan does not hold any other positions with the Company and other members of the Group and has not held any other directorships in any listed companies in the last three years.

Relationship with other Directors, senior management, management or substantial or controlling shareholders of the Company

Mr. Chan does not have any relationship with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company and any of their respective associates (as defined under GEM Listing Rules) as at the Latest Practicable Date.

Interests in Shares

Mr. Chan does not have any interests in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

– 13 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Amount of emoluments

Under the service contract entered into between the Company and Mr. Chan, he is entitled to fixed annual salaries of HK$60,000 which was determined with reference to his role and responsibilities and the prevailing market conditions. Save for the said salaries, Mr. Chan is not entitled to any other emoluments for holding his office as an independent non-executive Director.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Mr. Chang Wei Wen (“Mr. Chang”), an executive Director

Length of service

Mr. Chang was initially appointed as a non-executive Director with effect from 10 May 2006 and has been re-designated as executive Director in December 2006 when he assumed key management and operating responsibilities for the Group. Mr. Chang was appointed for an initial term of two years commencing from 12 December 2006, and will continue thereafter unless and until terminated by either the Company or Mr. Chang by giving not less than three months’ prior notice in writing and such appointment is subject at all times to the Articles of Association. Mr. Chang will retire at the Annual General Meeting, at which he will, being eligible, offer himself for re-election pursuant to article 87(1) of the Articles of Association. Thereafter, Mr. Chang will be subject to retirement by rotation and re-election at Annual General Meetings in accordance with articles 87(1) and (2) of the Articles of Association.

Qualifications and experience

Mr. Chang formerly worked as an assistant to directors of a Taiwan company which is principally engaged in international trade and wholesale of information software and electronic materials. Mr. Chang obtained a Bachelor of Organization Management degree from Patten University. Mr. Chang does not held any other directorships in any listed companies in the last three years.

Relationship with other Directors, senior management, management or substantial or controlling shareholders of the Company

Mr. Chang does not have any relationship with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company and any of their respective associates (within the meaning of the GEM Listing Rules) as at the Latest Practicable Date.

Interests in Shares

As at the Latest Practicable Date, Mr. Chang was interested in 5,250,000 Shares (within the meaning of Part XV of the SFO) which represent approximately 0.17% of the issued share capital of the Company as at the Latest Practicable Date.

– 14 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Amount of emoluments

Under the service contract entered into between the Company and Mr. Chang, he is entitled to fixed annual salaries of HK$780,000 and discretionary bonus which was determined with reference to his role and responsibilities and the prevailing market conditions. Save for the said salaries, Mr. Chang is not entitled to any other emoluments for holding his office as an executive Director.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Mr. Leung Ka Kui, Johnny (“Mr. Leung”), an independent non-executive Director

Length of service

Mr. Leung was appointed as an independent non-executive Director for an initial term of one year commencing from 20 December 2001, and will continue thereafter unless and until terminated by either the Company or Mr. Leung by giving not less than one month’s prior notice in writing and such appointment is subject at all times to the Articles of Association. Mr. Leung will retire at the Annual General Meeting, at which he will, being eligible, offer himself for re-election pursuant to article 87(1) of the Articles of Association. Thereafter, Mr. Leung will be subject to retirement by rotation and re-election at Annual General Meetings in accordance with articles 87(1) and (2) of the Articles of Association.

Qualifications and experience

Mr. Leung is one of the members of the audit committee and the remuneration committee of the Company. Mr. Leung is a qualified solicitor in Hong Kong, the United Kingdom and Singapore. He has over 27 years of experience in the legal field. Currently, he is the managing partner of Messrs. Johnny K. K. Leung & Co, a law firm in Hong Kong. Mr. Leung is currently an independent non-executive director of each of Guojin Resources Holdings Limited and Celestial Asia Securities Holdings Limited, companies whose shares are listed on the Main Board of the Stock Exchange. Mr. Leung is formerly an independent non-executive director of Bingo Group Holdings Limited, a company whose shares are listed on GEM, and has resigned on 30 September 2010. Mr. Leung holds a Bachelor of Laws from the University of London, United Kingdom. Save as aforesaid, Mr. Leung does not hold any other positions with the Company and other members of the Group and has not held any other directorships in any listed companies in the last three years.

Relationship with other Directors, senior management, management or substantial or controlling shareholders of the Company

Mr. Leung does not have any relationship with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company and any of their respective associates (within the meaning of the GEM Listing Rules) as at the Latest Practicable Date.

– 15 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Interests in Shares

Mr. Leung does not have any interests in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Amount of emoluments

Under the service contract entered into between the Company and Mr. Leung, he is entitled to a fixed annual salaries of HK$60,000 which was determined with reference to his role and responsibilities and the prevailing market conditions. Save for the said salaries, Mr. Leung is not entitled to any other emoluments for holding his office as an independent non-executive Director.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [40 x 34] intentionally omitted <==

==> picture [25 x 12] intentionally omitted <==

PHOENITRON HOLDINGS LIMITED 品創控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8066)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (“Annual General Meeting”) of the shareholders of Phoenitron Holdings Limited (the “Company”) will be held at 9:15 a.m. on Thursday, 10 May 2012, at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong for the following purposes:

1. To receive and consider the report of the directors (the “Directors”) of the Company, the report of independent auditors of the Company and the audited consolidated financial statements of the Company for the year ended 31 December 2011.

2. To declare a final dividend of 0.2 HK cents per share of the Company for the year ended 31 December 2011.

3. Each a separate resolution, to re-elect Mr. Chan Siu Wing, Raymond, Mr. Chang Wei Wen and Mr. Leung Ka Kui, Johnny as the Directors and to authorise the board (the “Board”) of Directors to fix the remuneration of the Directors.

4. To re-appoint BDO Limited as auditors of the Company and to authorise the Board to fix their remuneration.

ORDINARY RESOLUTIONS

1. As special business, to consider and if thought fit, to pass the following resolution as an ordinary resolution:

“ THAT

• (a) subject to paragraph (c) of this resolution, and pursuant to the Rules (the “GEM Listing Rules”) Governing the Listing of Securities on the Growth Enterprise Market (the “GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares (the “Shares”) in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this resolution shall, in addition to any other authorisation given to the Directors, authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the grant or exercise of any options under the share option scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares; or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the memorandum of the Company and the articles (the “Articles of Association”) of the Company in force from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution; and

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

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

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

• (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Company or the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of 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, or the requirements of, any jurisdiction or any recognized regulatory body or any stock exchange applicable to the Company).”

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“ THAT

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its issued Shares on the GEM or any other stock exchange on which the Shares may be listed and which is recognized by The Securities and Futures Commission of Hong Kong (the “Securities and Futures Commission”) and the GEM for such purpose, in accordance with the rules and regulations of the Securities and Futures Commission, the GEM or of any such other stock exchange from time to time and all applicable laws and regulations in this regard, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be purchased by the Company 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% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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

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

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

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

• As special business, to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“ THAT conditional upon ordinary resolutions numbered 5 and 6 above being duly passed in the Annual General Meeting, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares pursuant to resolution numbered 5 above be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the

– 19 –

NOTICE OF ANNUAL GENERAL MEETING

aggregate nominal of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution.”

SPECIAL RESOLUTION

1. As special business, to consider and, if thought fit, to pass the following resolution a special resolution:

2. A. “ THAT the Articles of Association of the Company be amended as follows:

   • (1) amending the existing Article 2(1) by inserting the following new definition after the definition of “Subsidiary and Holding Company”:

     • ““substantial shareholder” a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the rules of the Designated Stock Exchange from time to time) of the voting power at any general meeting of the Company.”;

   • (2) amending the existing Article 66 by adding “representative” after the words “(or being a corporation, is present by a duly authorised” in the first sentence of this Article;

   • (3) amending the existing Article 84(2) by:

     • a. inserting “, if more than one person is authorized,” after “provided that” in the first sentence of the Article; and

     • b. inserting “, where a show of hands is allowed,” after “(or its nominees(s)) including” in the last sentence of the Article;

   • (4) amending the existing Article 103(1)(iv) by adding ”or” after the semi-colon in the last sentence of the Article;

   • (5) deleting the existing Article 103(1)(v) in its entirety and replacing it with “INTENTIONALLY DELETED”;

   • (6) deleting the existing Article 103(2) in its entirety and replacing it with “INTENTIONALLY DELETED”;

   • (7) deleting the existing Article 103(3) in its entirety and replacing it with “INTENTIONALLY DELETED”; and

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

• (8) amending the existing Article 122 by adding “Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.” after the last sentence of the Article.

• B. “ THAT the amended and restated articles of the Company in the form of the document marked “A” and produced to this meeting and for the purpose of identification signed by the chairman of this meeting, which consolidates all of the proposed amendments referred to in Resolution 8(A) above and all previous amendments made pursuant to resolutions passed by the members of the Company at general meetings be approved and adopted as the amended and restated articles of the Company in substitution for and to the exclusion of the existing articles of the Company with immediate effect.”

By order of the Board Phoenitron Holdings Limited Lau Ka Chung Company Secretary

Hong Kong, 30 March 2012

Notes:

1. A shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a person or persons (if he holds two or more Shares) as his proxy or proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. The register of members of the Company will be closed from Tuesday, 8 May 2012 to Thursday, 10 May 2012, both days inclusive, during which period no transfer of shares of the Company can be registered. In order to qualify for attending the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 7 May 2012.

3. To be valid, a 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 of attorney or authority, must be deposited with the branch share registrar of the Company in Hong Kong, Tricor Tengis 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 or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

4. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting if the shareholder so desires and in such event the instrument appointing a proxy shall be deemed to be revoked.

– 21 –

NOTICE OF ANNUAL GENERAL MEETING

1. The last day for dealing in Shares cum entitlements to the proposed final dividend for the year ended 31 December 2011 will be on Friday, 11 May 2012. Accordingly, the register of members of the Company will be closed from Wednesday, 16 May 2012 to Friday, 18 May 2012, both days inclusive, during which period no transfer of shares of the Company can be registered. In order to qualify for the proposed final dividend to be approved at the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 15 May 2012.

2. An explanatory statement containing further details regarding resolution numbered 6 as required by the GEM Listing Rules will be dispatched to the members of the Company together with the annual report of the Company for the year ended 31 December 2011.

– 22 –