Rykadan Capital Limited — Proxy Solicitation & Information Statement 2012

Aug 9, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sundart International Holdings Limited 承達國際控股有限公司, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

SUNDART INTERNATIONAL HOLDINGS LIMITED 承達國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2288)

PROPOSED CHANGE OF NAME OF THE COMPANY

AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of the Sundart International Holdings Limited (the “Company”) is set out from pages 2 to 4 of this circular.

A notice convening the extraordinary general meeting of the Company (the “EGM”) to be held at Falcon Room I, Gloucester Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong on 31 August 2012 at 3 p.m. is set out from pages 5 to 6 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable. The form of proxy should be returned to the Company’s branch share registrar, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or at any adjourned meeting thereof) should you so wish.

9 August 2012

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

• “Board” the board of Directors “Company” Sundart International Holdings Limited 承達國際控股有 限公司, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

• “Director(s)” the director(s) of the Company

• “EGM” an extraordinary general meeting of the Company to be convened to consider and held at Falcon Room I, Gloucester Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong on 31 August 2012 at 3 p.m. or any adjournment thereof (as the case may be), to consider and, if thought fit, approve the Proposed Change of Company Name

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong

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

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

• “Notice of the EGM” the notice convening the EGM as set out on page 5 to 6 of this circular

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

• “Proposed Change of Company Name”

• “Proposed Change of Company the proposed change of English name of the Company Name” from “Sundart International Holdings Limited” to “Rykadan Capital Limited” and the Chinese name from “承達國際控股有限公司” to “宏基資本有限公司”

• “Special Resolution” the proposed special resolution on the Proposed Change of Company name as referred to in the Notice of the EGM

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

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

SUNDART INTERNATIONAL HOLDINGS LIMITED 承達國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2288)

Executive Directors:

Mr. Chan William（陳偉倫） (Chairman and Chief Executive Officer) Mr. Yip Chun Kwok（葉振國） (Chief Financial Officer) Mr. Ng Tak Kwan（吳德坤）

Independent Non-Executive Directors: Mr. Ho Kwok Wah, George（何國華） Mr. To King Yan, Adam（杜景仁） Mr. Wong Hoi Ki（黃開基）

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

Principal Place of Business in Hong Kong: 25/F, Millennium City 3 370 Kwun Tong Road Kowloon Hong Kong

9 August 2012

To the Shareholders

Dear Sir/Madam,

PROPOSED CHANGE OF NAME OF THE COMPANY AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with Notice of the EGM, and information in respect of the Special Resolution to be proposed at the EGM to be held on 31 August 2012 at 3 p.m. at Falcon Room I, Gloucester Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong for the approval of the Proposed Change of Company Name.

CHANGE OF NAME OF THE COMPANY

The Board of the Company proposes to change the English name of the Company from “Sundart International Holdings Limited” to “Rykadan Capital Limited” and the Chinese name from “承達國際控股有限公司” to “宏基資本有限公司”.

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LETTER FROM THE BOARD

CONDITIONS FOR THE CHANGE OF COMPANY NAME

The Proposed Change of Company Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders at the EGM of the Company approving the Proposed Change of Company Name; and

• (ii) the Registrar of Companies in the Cayman Islands granting approval for the use by the Company of the proposed English name of “Rykadan Capital Limited” and the proposed Chinese name of “宏基資本有限公司” and the receipt of the Certificate of Incorporation on Change of Name issued by the Registrar of Companies in the Cayman Islands.

The new names of the Company will take effect from the passing of the special resolution by the Shareholders at the EGM. The Registrar of Companies in the Cayman Islands shall issue the Certificate of Incorporation on Change of Name thereafter. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong

REASON FOR THE CHANGE OF COMPANY NAME

The Proposed Change of Company Name is to reflect the new business direction ahead following the completion of the very substantial disposal in June 2012, details of which were announced on the Company’s announcement dated 16 May 2012 and 17 May 2012 and the Company’s circular dated 1 June 2012. The Board considers that the new name of the Company will provide the Company with a fresh new corporate image and identity which will benefit the Company and is in the interests of the Company and the Shareholders as a whole.

EFFECTS OF THE CHANGE OF COMPANY NAME

The Proposed Change of Company name will not affect any of the rights of the holders of securities of the Company. Save for the change of stock short name to be announced by the Company, the trading arrangements for the shares on the Stock Exchange will not be affected. All existing share certificates of the Company in issue bearing the existing English and Chinese names of the Company will, after the Proposed Change of Company Name becoming effective, continue to remain valid. Accordingly, there will not be any arrangement for free exchange of the existing share certificates for new share certificates bearing the new English and Chinese names of the Company. Under the Cayman Islands Companies Law, the register of members of the Company is by statute regarded as prima facie evidence of title to the shares issued by the Company.

Share certificates of the Company that are issued on or after the Proposed Change of Company Name becoming unconditional will be issued under the new English and Chinese names of the Company. The English and Chinese stock short names of the Company will also be changed.

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LETTER FROM THE BOARD

Upon the Proposed Change of Company Name being effective, the Company logo will also be changed.

EGM

A notice convening the EGM to be held at 3 p.m. on 31 August 2012 at Falcon Room I, Gloucester Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong, is set out on page 5 to 6 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable. The form of proxy should be returned to the Company’s branch share registrar, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjourned meeting thereof) should you so wish.

LISTING RULES REQUIREMENT

Pursuant to Rule 13.39(4) of the Listing Rules and the Company’s Articles, all votes of the Shareholders at the general meetings must be taken by poll. An announcement on the results of the poll will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Board considers that the Proposed Change of Company name is in the best interest of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of the Special Resolution to be proposed at the EGM.

By order of the Board Sundart International Holdings Limited 承達國際控股有限公司 Chan William

Chairman and Chief Executive Officer

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NOTICE OF THE EGM

SUNDART INTERNATIONAL HOLDINGS LIMITED 承達國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2288)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Sundart International Holdings Limited 承達國際控股有限公司 (the “Company”) will be held at Falcon Room I, Gloucester Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong, on Friday, 31 August 2012 at 3 p.m. for the purpose of considering, and if appropriate, passing, with or without modification, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon entry on the register by the Registrar of Companies in the Cayman Islands, the change of English name of the Company from “Sundart International Holdings Limited” to “Rykadan Capital Limited” and the Chinese name from “承達國際控股有限公司” to “宏基資本有限公司”, be approved, and that the directors of the Company be and are hereby authorised to do all such acts and things and execute all documents that they consider necessary or expedient to give effect to the foregoing and to attend to any necessary registration and/or filing and on behalf of the Company”

By Order of the Board Sundart International Holdings Limited 承達國際控股有限公司 Yeung Man Yan Megan Company Secretary

Hong Kong, 9 August 2012

Notes:

1. Resolution at the Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more (if he holds more than one share) proxies to attend and vote instead of him. If more than one proxy is appointed, the appointment shall specify the number and class of shares in respect of which each proxy is so appointed. A proxy need not be a member of the Company.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong and not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting and, in such event, the said form of proxy shall be deemed to be revoked.

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NOTICE OF THE EGM

As at the date of this announcement, the Board comprises Mr. Chan William (Chairman and Chief Executive Officer), Mr. Ng Tak Kwan and Mr. Yip Chun Kwok (Chief Financial Officer) as Executive Directors, and Mr. To King Yan, Adam, Mr. Wong Hoi Ki and Mr. Ho Kwok Wah, George as Independent Non-executive Directors

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