Qiniu Limited — Proxy Solicitation & Information Statement 2008

Apr 1, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Rontex International Holdings Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank manager, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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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RONTEX INTERNATIONAL HOLDINGS LIMITED ���������� [*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

GRANT OF NEW ISSUE MANDATE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Menlo Capital Limited

A notice convening the extraordinary general meeting (the “ EGM ”) of the Company to be held at 19th Floor, Chun Wo Commercial Centre, 23-29 Wing Wo Street, Central, Hong Kong on 21 April 2008, at 3:00 p.m. is set out on pages 15 to 17 of this circular. A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are advised to read the notice and to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F., 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 EGM. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting should you so wish.

2 April 2008

* For identification purpose only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . . .	8
LETTER FROM MENLO CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

“AGM”	the annual general meeting of the Company convened on
	31 August 2007
“associate(s)”	has the meaning ascribed thereto under the Listing Rules
“Board”	board of directors of the Company
“Company”	Rontex International Holdings Limited, a company incorporated
	in the Cayman Islands with limited liability whose shares are
	listed on the main board of the Stock Exchange
“controlling shareholder(s)”	has the meaning ascribed thereto under the Listing Rules
“Director(s)”	director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be held at
	19th Floor, Chun Wo Commercial Centre, 23-29 Wing Wo
	Street, Central, Hong Kong on 21 April 2008, at 3:00 p.m. to
	approve the grant of the New Issue Mandate
“Exiting Issue Mandate”	the general mandate granted to the Directors pursuant to an
	ordinary resolution of the Company passed at the AGM to allot
	and issue up to 20% of the aggregate nominal amount of the
	share capital of the Company in issue on the date of the AGM
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Board Committee”	the independent committee of the board appointed by the
	Directors to advise the Independent Shareholders in respect of
	the New Issue Mandate
“Independent Shareholders”	Shareholders other than Star Master and its associates
“Latest Practicable Date”	31 March 2008, being the latest practicable date for ascertaining
	certain information for inclusion in this circular
“Listing Rules”	Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

“Menlo Capital”	Menlo Capital Limited, a licensed corporation to carry out
	business in type 6 (advising on corporate finance) regulated
	activities under the SFO, which is an independent third party
	and not a connected person (as defined in the Listing Rules) of
	the Company and is appointed as the independent financial
	adviser to the Independent Board Committee and the
	Independent Shareholders in respect of the grant of the New
	Issue Mandate
“Mr. Cheung”	Mr. Cheung Keng Ching, an executive Director and chairman
	of the Company
“Ms. Chou”	Ms. Chou Mei, an executive Director and spouse of Mr. Cheung
“New Issue Mandate”	the new general mandate proposed to be sought at the EGM to
	authorise the Directors to allot, issue and deal with Shares not
	exceeding 20% of the issued share capital of the Company as at
	the date of the EGM
“PRC”	the People’s Republic of China, which for the purpose of this
	circular, excludes Hong Kong, Macau Special Administrative
	Region of the PRC and Taiwan respectively
“Share(s)”	ordinary shares of HK$0.01 each in the issued share capital of
	the Company
“Shareholders”	the holders of the Shares of the Company
“Star Master”	Star Master International Limited, the existing controlling
	Shareholder of the Company interested in 848,600,000 Shares,
	representing approximately 41.45% of the entire issued share
	capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

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RONTEX INTERNATIONAL HOLDINGS LIMITED ���������� [*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

Executive Directors: Mr. Cheung Keng Ching (Chairman) Ms. Chou Mei Mr. Li Wing Sang

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

Independent non-executive Directors:

Mr. Lo Siu Tong, Alfred Mr. Tam Tak Wah Ms. Wong Lai Wah, Ada

Head office and principal place of business in Hong Kong: 23/F, Chun Wo Commercial Centre 23-29 Wing Wo Street Central, Hong Kong

2 April 2008

To the Shareholders and,

for information only, option holders and the warrant holders of the Company

Dear Sir or Madam,

GRANT OF NEW ISSUE MANDATE

INTRODUCTION

The purpose of this circular is to provide you with information regarding (i) the proposed grant of the New Issue Mandate; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders on the proposed grant of the New Issue Mandate; (iii) the recommendation from Menlo Capital to the Independent Board Committee and the Independent Shareholders on the proposed grant of the New Issue Mandate; and (iv) the notice of the EGM, at which the necessary resolutions will be proposed to the Independent Shareholders to consider and, if thought fit, approve the grant of the New Issue Mandate by way of poll at the EGM.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

GRANT OF NEW ISSUE MANDATE

At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing Issue Mandate to allot up to 391,399,440 Shares on the Stock Exchange. As set out in the announcement of the Company dated 15 November 2007, the Company entered into a placing agreement on 13 November 2007 to issue 391,000,000 unlisted warrants entitling the warrant holders to subscribe for 391,000,000 Shares which will be issued under the Existing Issue Mandate and utilised approximately 99.90% of the Existing Issue Mandate. As at the Latest Practicable Date, only 399,440 new Shares remain unissued under the Existing Issue Mandate.

At the EGM, ordinary resolutions will be proposed to the Independent Shareholders that:

• (i) the Directors be granted the New lssue Mandate to allot and issue Shares not exceeding 20% of the shares capital of the Company in issue as at the date of passing of the relevant ordinary resolutions; and

• (ii) the New Issue Mandate be extended to Shares repurchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM.

The Existing Issue Mandate will expire on the earliest of (a) the date of the next annual general meeting; (b) the date by which the next annual general meeting of the Company is required to be held by law or by the articles of association of the Company; or (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

The grant of the New Issue Mandate is proposed to the Shareholders prior to the Company’s next annual general meeting and therefore pursuant to Rule 13.36(4) of the Listing Rules, the grant of the New Issue Mandate will be subject to the Independent Shareholders’ approval by way of a poll at the EGM whereby any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour. As at the Latest Practicable Date, Star Master was interested in 848,600,000 Shares, representing approximately 41.45% of the issued share capital of the Company. The entire issued share capital of Star Master is legally and beneficially owned by Mr. Cheung and Ms. Chou, each being an executive Director, as to 50% and 50% respectively. Accordingly, Star Master, Mr. Cheung and Ms. Chou and their respective associates shall abstain from voting in favour of the grant of the New Issue Mandate.

As at the Latest Practicable Date, the Company had an aggregate of 2,047,501,200 Shares in issue. Subject to the passing of the ordinary resolutions for the approval of the grant of the New Issue Mandate and assuming that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the New Issue Mandate to allot and issue up to 409,500,240 Shares, representing 20% of the issued share capital of the Company as at the Latest Practicable Date and the date of the EGM.

– 4 –

LETTER FROM THE BOARD

REASONS FOR THE GRANT OF THE NEW ISSUE MANDATE

The Group is principally engaged in sourcing, manufacturing and sale of garment products and trading of a variety of premium items all over the world.

On 13 November 2007, the Company entered into a placing agreement in respect of the issue of 391,000,000 unlisted warrants to raise approximately HK$3.6 million and an additional HK$82.1 million to be raised upon the full exercise of the subscription rights attaching to the warrants which will be utilized by the Group for providing an opportunity to raise further substantial funds in the event when the funds are required for investment or working capital and/or to procure potential acquisition opportunities.

As referred to the announcements of the Company dated 3 January 2008, 29 February 2008 and 10 March 2008 respectively. On 29 January 2008, Century Power (China) Limited, an indirect wholly owned subsidiary of the Company, has entered into a sale and purchase agreement with DTV China Holdings Limited and Mr. Li Yi Nan (as guarantor) which constitutes a very substantial acquisition of the Company. The acquisition allows the Group to enter into digital television technology business and therefore the grant of the New Issue Mandate would allow the Group to have greater financial flexibility should funding needs arise on the newly acquired business.

Fund raising activities since the AGM

						Actual use	Actual use
						of proceeds as
						at the Latest
Date of initial				Intended use		Practicable
announcements	Events	Net	Proceeds	of proceeds			Date
15 November 2007	Placing of	(i)	Approximately	(i)	General working	(i)	General
	391,000,000		HK$3.6 million		capital		working
	unlisted		from placing of				capital
	warrants		unlisted
	(Note)		warrants
		(ii)	Approximately	(ii)	Funds for	(ii)	Not
			HK$82.1 million		future		applicable
			from full exercise		development of		(Note)
			of 391,000,000		existing business
			unlisted warrants		of the Group
					and other
					business when
					investment
					opportunities
					arise and
					general working
					capital

Note: As at the Latest Practicable Date, the warrants had not yet been exercised.

In view of the above, the Directors consider the grant of the New Issue Mandate, which may or may not be utilized, is in the best interests of the Company and the Independent Shareholders as a whole.

– 5 –

LETTER FROM THE BOARD

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 not contained herein the omission of which would make any statement contained in this circular misleading.

RECOMMENDATION

The Independent Board Committee, having taken into account the advice of Menlo Capital, considers that the terms of the grant of the New Issue Mandate are fair and reasonable so far as the Independent Shareholders are concerned and the grant of the New Issue Mandate is in the interests of the Company and the Independent Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve the grant of the New Issue Mandate.

PROCEDURE FOR DEMANDING A POLL

Pursuant to the article 66 of the articles of association of the Company, every resolution put to the vote of a general meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded:

• (i) by the chairman of the meeting; or

• (ii) by at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any member or members present in person or in the case of a member 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 the members having the right to vote at the meeting; or

• (iv) by a member or members present in person or in the case of a member 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 the shares conferring that right.

Notwithstanding any other provision of these articles, (a) if the aggregate proxies held by the chairman of a particular meeting and the Directors account for 5 per cent. or more of the total voting rights at that meeting, and (b) if on a show of hands in respect of any resolution the members at the meeting vote in the opposite manner to that instructed in the proxies referred in (a) above, then the chairman of the meeting and/or any Director holding the proxies referred to above shall demand a poll. However, if it is apparent from the total proxies held by the persons referred to in (a) above that a vote taken on a poll will not reverse the vote taken on a show of hands, then no poll shall be required.

A poll which is duly demanded shall be then held in such manner prescribed by the articles of association of the Company.

– 6 –

LETTER FROM THE BOARD

EGM

The notice convening the EGM is set out on pages 15 to 17 of this circular.

A form of proxy is enclosed for use at the EGM. Whether or not you intend to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event so as to arrive not less than 48 hours before the time fixed for holding the EGM. The return of a form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

By order of the Board Rontex International Holdings Limited Cheung Keng Ching Chairman

– 7 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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RONTEX INTERNATIONAL HOLDINGS LIMITED ���������� [*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

2 April 2008

To the Shareholders and,

for information only, option holders and the warrant holders of the Company

Dear Sir or Madam,

GRANT OF NEW ISSUE MANDATE

We have been appointed as members of the Independent Board Committee to advise you in connection with the grant of the New Issue Mandate, details of which are set out in the letter from the Board in a circular dated 2 April 2007 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms a part. The terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

Your attention is drawn to the letter from Menlo Capital concerning its advice to us regarding the grant of the New Issue Mandate as set out on pages 9 to 14 of the Circular. Having considered the advice given by Menlo Capital and the principal factors and reasons taken into consideration by them in arriving at its advice, we are of the opinion that the grant of the New Issue Mandate is in the best interests of the Company and its Independent Shareholders as a whole and are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to grant the New Issue Mandate.

Yours faithfully

For and on behalf of the

Independent Board Committee

Lo Siu Tong, Alfred Tam Tak Wah Wong Lai Wah, Ada Independent non-executive Directors

* For identification purpose only

– 8 –

LETTER FROM MENLO CAPITAL

The following is the full text of the letter from Menlo Capital setting out the advice to the Independent Board Committee and the Independent Shareholders in respect of the grant of the New Issue Mandate, which has been prepared for the purpose of inclusion in this circular.

Menlo Capital Limited

Room 06, 1st Floor, Beautiful Group Tower 77 Connaught Road Central Hong Kong

2 April 2008

To the Independent Board Committee and the Independent Shareholders of Rontex International Holdings Limited

Dear Sir and Madam,

GRANT OF THE NEW ISSUE MANDATE

INTRODUCTION

We refer to the circular dated 2 April 2008 issued by the Company to the Shareholders of which this letter forms part (the “ Circular ”) and our appointment as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed grant of the New Issue Mandate, details of which are set out in the letter from the Board contained in the Circular (the “ Board Letter ”). Capitalised terms used in this letter, unless the context otherwise requires, shall have the same meaning ascribed to them in the Circular.

Pursuant to Rule 13.36(4) of the Listing Rules, the proposed grant of the New Issue Mandate requires the approval of the Independent Shareholders at the EGM at which any of the controlling Shareholders (as defined in the Listing Rules) and their associates or, where there are no controlling Shareholders, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates are required to abstain from voting in favour of the resolution proposed for the approval of such grant and under Rule 13.39(4)(b) of the Listing Rules, any vote of the Independent Shareholders will be taken by poll.

We understand that, as at the Latest Practicable Date, Star Master was interested in 848,600,000 Shares, representing approximately 41.45% of the issued share capital of the Company. The entire issued share capital of Star Master is legally and beneficially owned by Mr. Cheung and Ms. Chou, each being executive Director, as to 50% and 50% respectively. Accordingly, Star Master, Mr. Cheung, Ms. Chou and their respective associates shall abstain from voting in favour of the grant of the New Issue Mandate to be proposed at the EGM.

– 9 –

LETTER FROM MENLO CAPITAL

The Independent Board Committee comprises Mr. Lo Siu Tong, Alfred, Mr. Tam Tak Wah and Ms. Wong Lai Wah, Ada, all being independent non-executive Directors, has been established to advise the Independent Shareholders on the grant of the New Issue Mandate.

BASIS OF OUR ADVICE

In formulating our opinion, we have relied on the information, facts and representations contained or referred to in the Circular and the information, facts and representations provided by, and the opinions expressed by the Directors, the Company and its management. We have assumed that all statements, information, facts, opinions and representations made to us or referred to in the Circular were true, accurate and complete at the time when they were made and continued to be true, accurate and complete as at the date of the EGM. We have relied on such information and opinions and have not, however, conducted any independent investigation into the business, financial conditions and affairs or the future prospects of the Group. We have no reason to doubt the truth, accuracy and completeness of the statements, information, facts, opinions and representations provided to us by the Directors, the Company and its management. The Directors have confirmed to us that no material facts have been withheld or omitted from the information supplied and opinions expressed. We consider that we have been provided with sufficient information to reach an informed view to provide a reasonable basis for our opinion.

All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that, to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and that there are no other facts not contained in the Circular the omission of which would make any statement in the Circular misleading.

PRINCIPAL FACTORS AND REASONS CONSIDERED

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

Background

The Group is principally engaged in sourcing, manufacturing and sale of garment products and trading of a variety of premium items all over the world.

As stated in the annual report 2007 of the Company, the Directors have stated their intention to reap the emerging opportunities by expanding to new markets in view of the sustaining growth of the PRC market and the recovery of the global economy. The Directors have also decided to implement conservative strategies on new investments and assess the prospects of the existing investments in light of the current market environment.

In view of the rapid growth in people’s general consumption power in the PRC and their pursuance for better quality of living, the Directors are confident with the development of digital television technology business. In addition to the widely adoption of high definition television in Hong Kong, popularity of such technology shall be further promoted.

– 10 –

LETTER FROM MENLO CAPITAL

As referred to the announcements of the Company dated 3 January 2008, 29 February 2008 and 10 March 2008 respectively, the Company has entered into an agreement with DTV China Holdings Limited. which constitutes a very substantial acquisition. The acquisition allows the Company to enter into digital television technology business and the grant of the New Issue Mandate allows the Group to have greater financial flexibility should funding needs arise on the newly acquired business.

At the AGM, the Directors were granted the Existing Issue Mandate to allot and issue up to 391,399,440 new Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue on that date.

Subsequent to the AGM and up to the Latest Practicable Date, the Existing Issue Mandate had almost been fully utilized in association with issue of 391,000,000 unlisted warrants entitling the warrant holders to subscribe for 391,000,000 new Shares as detailed in the announcement of the Company dated 15 November 2007.

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 EGM for the grant of the New Issue Mandate. The Company had an aggregate of 2,047,501,200 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 New Issue Mandate and assuming that no Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the New Issue Mandate to allot and issue up to 409,500,240 Shares, representing 20% of the total number of Shares in issue as at the date of the EGM.

Reasons for the grant of the New Issue Mandate

As announced on 15 November 2007, upon the issue of the 391,000,000 warrants entitling the warrant holders to subscribe for 391,000,000 new Shares which will be issued under the Existing Issue Mandate, the Existing Issue Mandate has almost been fully utilised as to approximately 99.9% of the Existing Issue Mandate.

During the period from the date of AGM up to the Latest Practicable Date, the Company raised approximately HK$3.6 million from the warrant subscription as announced by the Company on 15 November 2007 (the “ Proceeds ”). As advised by the Company, the Proceeds would be applied as general working capital of the Group and any additional proceeds from the issue of the new Shares upon the exercise of the subscription rights attaching to the warrants in future would be applied as funds for future development of existing business of the Group and other business when investment opportunities arise and general working capital of the Group. The Directors are of the view that the grant of the New Issue Mandate would provide the Company with the flexibility to raise additional capital for any future investment or as working capital of the Group and when additional funding is required for the Company to further expand its digital television related business in the PRC taking into account of the growing economy in the PRC.

– 11 –

LETTER FROM MENLO CAPITAL

As referred to in the Board Letter, the Board believes that the grant of the New Issue Mandate is in the best interests of the Company and the Independent Shareholders as a whole by maintaining the financial flexibility necessary for the Group’s future business development. The Board also considers equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group.

In light of the above, we are of the opinion that the grant of the New 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 a timely manner. As such, we are of the view that the grant of the New Issue Mandate will be in the interests of the Company and the Independent Shareholders as a whole.

Other financing alternatives

As debt financing may incur interest burden to the Group, equity financing such as issuance of new Shares for cash or equity swaps may be an appropriate mean 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. Other financing methods such as debt financing or internal cash resources to fund future business development of the Company shall be taken into consideration in appropriate circumstances.

We consider that the grant of the New Issue Mandate will provide the Company with an additional alternative 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 New Issue Mandate will be in the interests of the Company and the Independent Shareholders as a whole.

– 12 –

LETTER FROM MENLO CAPITAL

Potential dilution to shareholdings of the Independent Shareholders

Set out below is a table showing the shareholdings of the Company (i) as at the Latest Practicable Date and, for illustrative purpose, (ii) the potential dilution effect on the shareholdings assuming full utilization of the New Issue Mandate; and (iii) upon completion of the allotment and issue of consideration shares (“ Consideration Shares ”) in relation to the acquisition of DTV China Holdings Limited. (with reference to the announcement of the Company dated 10 March 2008) and full utilization of the New Issue Mandate, assuming no Shares are issued or repurchased during the period between the Latest Practicable Date and the date of the EGM:

Star Master_(Note1)_ Mr. Cheung Ms. Chou DTV China Holdings Limited Public Shareholders — existing Independent Shareholders — Shares to be issued under the New Issue Mandate Total:	(i) As at the Latest Practicable Date No. of Shares % 848,600,000 41.45 7,400,000 0.36 7,600,000 0.37 — — 1,183,901,200 57.82 — — 2,047,501,200 100.00	(ii) Upon full utilization of the New Issue Mandate No. of Shares % 848,600,000 34.54 7,400,000 0.30 7,600,000 0.30 — — 1,183,901,200 48.19 409,500,240 16.67 2,457,001,440 100.00	(iii) Upon full utilization of the New Issue Mandate and allotment and issue of the Consideration Shares No. of Shares % 848,600,000 26.14 7,400,000 0.23 7,600,000 0.23 790,000,000 24.33 1,183,901,200 36.46 409,500,240 12.61 3,247,001,440 100.00	(iii) Upon full utilization of the New Issue Mandate and allotment and issue of the Consideration Shares No. of Shares % 848,600,000 26.14 7,400,000 0.23 7,600,000 0.23 790,000,000 24.33 1,183,901,200 36.46 409,500,240 12.61 3,247,001,440 100.00
				100.00

Note:

1. the entire issued share capital of Star Master is legally and beneficially owned by Mr. Cheung and Ms. Chou as to 50% and 50% respectively.

As illustrated in the table above, the existing aggregate shareholding of the Independent Shareholders will decrease from approximately 57.82% as at the Latest Practicable Date to approximately 48.19% assuming full utilization of the New Issue Mandate. After the completion of the allotment and issue of Consideration Shares and with the full utilisation of the New Issue Mandate, the aggregate shareholding of the Independent Shareholders will change to approximately 36.46%. Taking into account that the New Issue Mandate (i) will provide an alternative to increase the amount of capital which may be raised under the New Issue Mandate; (ii) provides more options of financing to the Group for further development of its business as well as in other potential future investment and/or acquisitions as and when such opportunities arise; and (iii) the fact that the shareholdings of all Shareholders will be diluted proportionately to their respective shareholding upon any utilization of

– 13 –

LETTER FROM MENLO CAPITAL

the New Issue Mandate, we consider such dilution or potential dilution to shareholdings of the Independent Shareholders to be fair and reasonable so far as the Independent Shareholders are concerned.

RECOMMENDATION

Having considered the factors and reasons as stated above, we are of the view that the grant of the New Issue Mandate is in the interests of the Company and Independent Shareholders as a whole, and is fair and reasonable as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders and advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolutions in relation to the grant of the New Issue Mandate to be proposed at the EGM. Independent Shareholders are however advised to take note of the possible dilution effect on their shareholding interests in the Company when and if the New Issue Mandate is utilised.

Yours faithfully, For and on behalf of Menlo Capital Limited Michael Leung Director

– 14 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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RONTEX INTERNATIONAL HOLDINGS LIMITED ���������� [*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Rontex International Holdings Limited (the “ Company ”) will be held at 19th Floor, Chun Wo Commercial Centre, 23-29 Wing Wo Street, Central, Hong Kong on 21 April 2008, at 3:00 p.m. for the purpose of considering and, if thought fit, passing, the following resolutions which will be proposed as ordinary resolutions as indicated below:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (A) subject to paragraph (C) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (B) the approval in paragraph (A) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period;

4. (C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (A) and (B) above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or pursuant to the exercise of any options granted under the share option scheme adopted by the Company or an issue of shares upon the exercise of subscription rights attached to the warrants which might be issued by the Company or an issue of shares in lieu of the whole or part of a dividend on shares or any scrip dividend scheme or similar arrangement in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (D) for the purposes of this resolution:–

“Relevant Period” means the period from the time 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 of the Company or any applicable law of Hong Kong to be held; and

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

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

1. “ THAT conditional upon the passing of resolution no. 1 above, the mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with the unissued share capital of the Company pursuant to resolution no. 1 above be and is hereby extended by the addition thereon of an amount representing the aggregate nominal amount of the Shares which are repurchased by the Company pursuant to and in accordance with the general mandate to repurchase the issued share capital granted to the Directors at the annual general meeting of the Company convened on 31 August 2007, provided that such additional amount 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 the passing of such resolution.”

By order of the Board Rontex International Holdings Limited Cheung Keng Ching Chairman

Hong Kong, 2 April 2008

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Island

Head office and principal place of business in Hong Kong:

23rd Floor Chun Wo Commercial Centre 23-29 Wing Wo Street Central

Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Any member entitled to attend and vote at the EGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders is present at the 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. A form of proxy for use in connection with the EGM is enclosed. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the EGM or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any under which it is signed, or a certified copy of such power or authority must be deposited at Company’s branch share registrar 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 EGM or any adjournment thereof.

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