Silkwave Inc — AGM Information 2010

Apr 15, 2010

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 South China Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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.

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SOUTH CHINA HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 265)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of South China Holdings Limited (the “Company”) to be held at 28th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong on 18 May 2010 at 10:00 a.m. is set out on pages 12 to 15 of this circular.

A proxy form for use at the annual general meeting is enclosed with this circular. Whether or not you are able to attend the annual general meeting or any adjournment thereof, you are requested to read the notice and complete and return the proxy form in accordance with the instructions printed thereon, to the Company’s share registrar, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending, and voting in person at the annual general meeting or any adjournment thereof should you so wish.

16 April 2010

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandates and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Vote by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I EXPLANATORY STATEMENT
FOR THE REPURCHASE MANDATE. . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS. . . . . . . . .	9
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

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

“AGM”

the annual general meeting of the Company to be convened and held at 28th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong on 18 May 2010 at 10:00 a.m. or any adjournment thereof, notice of which is set out on pages 12 to 15 of this circular

• “Articles of Association”

the articles of association of the Company

• “Board”

the Company’s board of Directors

• “Companies Law”

the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Company”

• South China Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

• “Director(s)”

the director(s) of the Company

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

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

• “Issue Mandates”

the general and unconditional mandates proposed under ordinary resolutions numbered 4(A) and 4(C) in the notice of the AGM set out on pages 12 to 14 of this circular to be granted to the Directors to (i) allot and issue shares of the Company up to an aggregate nominal amount not exceeding 20% of the aggregate nominal value of the issued share capital of the Company on the date of the passing of the said ordinary resolution; and (ii) to extend the mandate in (i) above by an amount representing the aggregate nominal amount of the shares repurchased by the Company made pursuant to and in accordance with the Repurchase Mandate

• “Latest Practicable Date”

14 April 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Memorandum” the memorandum of association of the Company “Repurchase Mandate” the general and unconditional mandate proposed under ordinary resolution numbered 4(B) in the notice of the AGM set out on page 14 of this circular to be granted to the Directors to repurchase the Company’s shares up to an aggregate nominal amount not exceeding 10% of the aggregate nominal value of the issued share capital of the Company on the date of the passing of the said ordinary resolution “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.025 each in the share capital of the Company “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” Codes on Takeovers and Mergers and Share Repurchases “%” per cent

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LETTER FROM THE BOARD

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SOUTH CHINA HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 265)

Executive Directors:

Mr. Ng Hung Sang (Chairman) Mr. Richard Howard Gorges Ms. Cheung Choi Ngor Mr. Ng Yuk Fung, Peter

Registered office: Scotia Centre 4th Floor, P.O. Box 2804 George Town Grand Cayman Cayman Islands

Non-executive Directors:

Ms. Ng Yuk Mui, Jessica Mr. David Michael Norman

Independent Non-executive Directors:

Mr. David John Blackett Mrs. Tse Wong Siu Yin, Elizabeth Mr. Cheng Hong Kei

Head Office and Principal Place of Business in Hong Kong: 28th Floor Bank of China Tower 1 Garden Road Central Hong Kong

16 April 2010

To the Shareholders and, for information only, holders of the share options of the Company

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the relevant information regarding the proposed granting of the Issue Mandates and the Repurchase Mandate and the proposed re-election of Directors and to give you notice of the AGM at which resolutions will be proposed to consider and, if thought fit, approve at the AGM, among other matters, the granting of the Issue Mandates and the Repurchase Mandate and the re-election of Directors.

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LETTER FROM THE BOARD

ISSUE MANDATES AND REPURCHASE MANDATE

At the annual general meeting of the Company held on 9 June 2009, resolutions were passed by the Shareholders giving general unconditional mandates to the Directors to issue and allot Shares and to exercise the powers of the Company to repurchase its own Shares in accordance with the Listing Rules. These general mandates will lapse at the conclusion of the AGM.

It is therefore necessary to renew the Issue Mandates and the Repurchase Mandate at the AGM and ordinary resolutions will be proposed to seek the Shareholders’ approval for granting of the Issue Mandates and the Repurchase Mandate at such meeting. Details of the aforesaid ordinary resolutions are set out in ordinary resolution numbered 4 in the notice of the AGM.

As at the Latest Practicable Date, the number of Shares in issue was 1,823,401,376. Subject to the passing of the resolution in relation to the Issue Mandates and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Issue Mandates to allot a maximum of 364,680,275 Shares, representing 20% of the issued share capital of the Company.

The Issue Mandates and the Repurchase Mandate, if approved at the AGM, will continue in force until the conclusion of the next annual general meeting of the Company or 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 of the Cayman Islands to be held or until revoked or varied by ordinary resolution by the Shareholders in general meeting, whichever occurs first.

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

RE-ELECTION OF DIRECTORS

At the AGM, ordinary resolutions will also be proposed to re-elect Mr. Ng Hung Sang, Mr. David John Blackett and Mr. Richard Howard Gorges as Directors in accordance with the Articles of Association. To enable Shareholders to make an informed decision on the re-election of these retiring Directors, the biographical details of the retiring Directors, as required under Chapter 13 of the Listing Rules, are set out in the Appendix II to this circular for the information of Shareholders.

ANNUAL GENERAL MEETING

A notice convening the AGM is set out on pages 12 to 15. At the AGM, relevant resolutions will be proposed to approve the granting of the Issue Mandates and the Repurchase Mandate and the re-election of Directors.

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LETTER FROM THE BOARD

There is enclosed with this circular a proxy form for use at the AGM. Whether or not you are able to attend the AGM or any adjournment thereof, you are requested to read the notice and complete and return the proxy form in accordance with the instructions printed thereon to the Company’s share registrar, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish. In the event that a Shareholder having lodged a proxy form attends the AGM, his proxy form will be deemed to have been revoked.

VOTE BY POLL

Under Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandates and the Repurchase Mandate and the re-election of Directors are in the best interests of the Company and the Shareholders as a whole and so recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully For and on behalf of the Board Ng Hung Sang Chairman

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

This is an explanatory statement given to the Shareholders relating to the resolution to be proposed at the AGM authorising the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to the Listing Rules, which is set out as follows:

1. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, the number of Shares in issue was 1,823,401,376.

Subject to the passing of the resolution in relation to the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 182,340,137 Shares (representing 10% of the issued share capital of the Company) during the period from the date of the passing of the ordinary resolution numbered 4(B) in the notice of the AGM set out on page 14 of this circular up to (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 of the Cayman Islands to be held; or (iii) the revocation or variation of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

2. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum and Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company is empowered by its Articles of Association to repurchase its Shares. Under Cayman Islands law, the capital portion payable on a repurchase of Shares by the Company may be paid out of the profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose of the repurchase or, subject to the Companies Law, out of the capital and, in the case of any premium payable on a repurchase, such premium may be paid out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Companies Law, out of capital.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

4. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the financial year ended 31 December 2009) in the event that the Repurchase Mandate is exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such 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.

5. UNDERTAKING

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

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company or its subsidiaries.

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

6. TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as interpreted according to the Takeovers Code), depending on the level of the increase of the shareholder’s interest, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Ng Hung Sang (“Mr. Ng”), together with his associates, was taken to be interested in 1,344,181,812 Shares of the Company, representing approximately 73.72% of the issued share capital of the Company, and was a substantial Shareholder of the Company. In the event that the Directors exercise the proposed Repurchase Mandate in full and assuming that there is no change in the issued share capital of the Company and the number of Shares held by Mr. Ng, together with his associates, remains unchanged, the interests of Mr. Ng and his associates in the issued share capital of the Company would be increased to approximately 81.91% and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code but will reduce the amount of Shares held by the public to less than 25% of the total issued share capital of the Company. The Directors have no intention to repurchase Shares to such an extent which will result in the amount of Shares held by the public being reduced to less than 25%.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

7. SHARE REPURCHASE MADE BY THE COMPANY

No purchase of Shares has been made by the Company in the six months prior to the Latest Practicable Date, whether on the Stock Exchange or otherwise.

8. SHARES PRICES

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

	Price per Share	Price per Share
	Highest	Lowest
	(HK$)	(HK$)
2009
April	0.750	0.670
May	1.350	0.620
June	1.450	0.530
July	0.700	0.490
August	0.600	0.470
September	0.530	0.450
October	0.930	0.395
November	0.780	0.560
December	0.590	0.460
2010
January	0.590	0.500
February	0.890	0.500
March	0.700	0.590
April (up to the Latest Practicable Date)	0.600	0.550

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX II

Details of the retiring Directors proposed to be re-elected at the AGM as at the Latest Practicable Date are set out as follows:

1. Mr. Ng Hung Sang, Executive Director and Chairman

Aged 60, is an Executive Director and the Chairman of the Company, South China (China) Limited (“SCC”), South China Financial Holdings Limited (“SCF”) and South China Land Limited 南華置地有限公司 (“SCL”). Mr. Ng was also an executive director and the Chairman of Honbridge Holdings Limited (formerly known as Jessica Publications Limited) (“Honbridge”) during the period from 24 August 2001 up to 16 October 2007. The shares of SCC and SCF are listed on the Main Board of the Stock Exchange while the shares of SCL and Honbridge are listed on the GEM Board of the Stock Exchange. Mr. Ng is actively involved in the overall corporate policies, strategic planning and business development of the Group. He holds a Master degree in marketing from Lancaster University in the United Kingdom and is a fellow member of the Chartered Institute of Management Accountants. Mr. Ng was appointed as a Director of the Company on 24 June 1992. Mr. Ng is the father of Ms. Ng Yuk Mui, Jessica, a Non-executive Director of the Company and Mr. Ng Yuk Fung, Peter, an Executive Director of the Company. Save as disclosed above, Mr. Ng does not hold any directorship in any other listed public companies currently or in the past three years.

Mr. Ng has not entered into any service contract with the Company and is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. Mr. Ng received a director’s emolument of HK$10,000 for the year ended 31 December 2009 which was determined by reference to his skills, knowledge, involvement and performance in the Company, with reference also to the Company’s performance and profitability, as well as industry practice.

As at the Latest Practicable Date, Mr. Ng is holding 71,652,200 shares of the Company as beneficial owner, 1,272,529,612 shares of the Company as interests of controlled corporations within the meaning of Part XV of SFO.

Save as disclosed above, Mr. Ng does not have any other relationships with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company and he has confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2)(h) – (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders of the Company in connection with his re-election.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX II

2. Mr. David John Blackett, Independent Non-executive Director

Aged 59, is an Independent Non-executive Director of the Company and was the Chairman for the Asia Pacific region of the CIT Group Inc. of the United States of America. He studied commerce at The University of Edinburgh and is a member of the Institute of Chartered Accountants in Scotland. He has extensive experience in investment banking and finance, having previously been the Managing Director of NM Rothschild & Sons (Hong Kong) Limited. He was also a director of Shanghai ChlorAlkali Chemical Company Limited which is listed on Shanghai Stock Exchange in The People’s Republic of China and retired as a director on 12 December 2006. In 2008, he was appointed as a non-executive director of R.E.A. Holdings plc, a company listed in the UK, principally involved in oil palm plantations in Indonesia. Mr. Blackett was appointed as an Independent Non-executive Director of the Company on 25 May 2000. Save as disclosed above, Mr. Blackett does not hold any directorships in any other listed public companies currently or in the last three years.

Mr. Blackett has not entered into any service contract with the Company and is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. He received a director’s emolument of HK$100,000 for the year ended 31 December 2009 which was determined by reference to his skills, knowledge, involvement and performance in the Company, with reference also to the Company’s performance and profitability, as well as industry practice.

As at the Latest Practicable Date, Mr. Blackett does not have any interest in any shares of the Company within the meaning of Part XV of SFO.

Save as disclosed above, Mr. Blackett does not have any other relationships with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company and he has confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2)(h) – (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders of the Company in connection with his re-election.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX II

3. Mr. Richard Howard Gorges, Executive Director

Aged 66, is an Executive Director of the Company and SCL. He is also an executive director and the vice-chairman of SCC and SCF, and a director of Wah Shing International Holdings Limited (delisted from the Official List of the Singapore Exchange Securities Trading Limited with effect from 5 May 2006). Mr. Gorges was also an executive director of Wai Chun Mining Industry Group Company Limited (“Wai Chun”, formerly known as “Nority International Group Limited”) during the period from 2 May 2006 to 3 February 2007. The shares of SCF, SCC and Wai Chun are listed on the Main Board of the Stock Exchange while the shares of SCL are listed on the GEM Board of the Stock Exchange. He holds a Master degree in law from Cambridge University in the United Kingdom. Mr. Gorges was appointed as a Director of the Company on 24 June 1992. Save as disclosed above, Mr. Gorges does not hold any directorships in any other listed public companies currently or in the last three years.

Mr. Gorges has not entered into any service contract with the Company and is subject to retirement by rotation and re-election in accordance with the Company’s Articles of Association of the Company. Mr. Gorges received a director’s emolument of HK$10,000 for the year ended 31 December 2009 which was determined by reference to his skills, knowledge, involvement and performance in the Company, with reference also to the Company’s performance and profitability, as well as industry practice.

As at the Latest Practicable Date, Mr. Gorges is holding 487,949,760 shares of the Company as interests of controlled corporations and as beneficial owner 18,000,000 underlying Shares of the Company in respect of the share options granted under the share option scheme of the Company within the meaning of Part XV of SFO.

On 19 December 2007, the Securities and Futures Commission (the “SFC”) has revoked its approval of Mr. Gorges to act as a responsible officer of any licensed corporations, suspended his Type 6 (advising on corporate finance) licence for 18 months from 29 November 2007 to 28 May 2009 and fined him HK$250,000 for failing to properly, actively and diligently supervise the performance of duties by those to whom he had delegated them in the years 2002 and 2003 in respect of 3 companies in which he was a responsible officer. In addition, SFC has reprimanded and fined South China Securities Limited (“SC Securities”) for failing to comply with the Financial Resources Rules under the Securities Ordinance, the Securities and Futures (Financial Resources) Rules and the Securities and Futures (Client Money) Rules during the period from May 2002 to October 2003 and reached an agreement with South China Capital Limited (“SC Capital”) and South China Research Limited (“SC Research”) in respect of certain breaches during the period from October 2002 to October 2003, in which Mr. Gorges is a director of SC Securities, SC Capital and SC Research.

Details of the sanctions can be obtained from the SFC website at http://www.sfc.hk.

Save as disclosed above, Mr. Gorges does not have any other relationships with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company, and he has confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2)(h) – (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders of the Company in connection with his re-election.

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NOTICE OF ANNUAL GENERAL MEETING

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SOUTH CHINA HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 265)

NOTICE IS HEREBY GIVEN that an annual general meeting of South China Holdings Limited (the “Company”) will be held at 28th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong on 18 May 2010 at 10:00 a.m. for the following purposes:

1. To consider and adopt the audited financial statements together with the Directors’ Report and the Independent Auditors’ Report for the year ended 31 December 2009.

2. To re-elect Directors and to authorise the Board of Directors to fix the Directors’ remuneration.

3. To re-appoint Auditors and authorise the Board of Directors to fix their remuneration.

4. To consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution:

5. (A) “ THAT :

   • (a) subject to sub-paragraph (c) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares or securities convertible into shares, or options, warrants or similar rights to subscribe for any shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (b) the approval in sub-paragraph (a) of this Resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

6. 12 -

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in sub-paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), or (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by Company or any securities which are convertible into shares of the Company, or (iii) the exercise of any options granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution:

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

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

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

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

“Rights Issue” means an offer of shares in the share capital of the Company or an offer or issue of warrants or options or similar instruments to subscribe for shares in the share capital of the Company open for a period fixed by the Directors of the Company to holders of shares of the Company or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

• (B) “ THAT :

• (a) subject to sub-paragraph (b) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other exchange in accordance with all the applicable rules and requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) or on any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares which may be repurchased pursuant to the approval in sub-paragraph (a) of this Resolution 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 said approval shall be limited accordingly; and

• (c) for the purpose of this Resolution:

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

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

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

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

• (C) “ THAT conditional upon Resolutions Nos. 4(A) and 4(B) set out in the notice convening this Meeting being passed, the aggregate nominal amount of the share capital which are repurchased by the Company after the date of the passing of this Resolution (up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this Resolution) shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to Resolution No. 4(A) set out in the notice convening this Meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To transact any other ordinary business.

By order of the Board South China Holdings Limited Cheung Siu Lan Company Secretary

Hong Kong, 16 April 2010

Notes:

1. A member entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies to attend and on a poll vote instead of him. A proxy need not be a member of the Company.

2. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be delivered at the Company’s share registrar, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude any member from attending and voting in person at the annual general meeting or any adjourned meeting thereof should he/she so wishes.

3. In case of joint shareholdings, any one of such persons may vote, either personally or by proxy in respect of such share, provided that if more than one of such joint holders be present at the meeting (or any adjournment thereof) personally or by proxy, the more senior shall alone be entitled to vote and for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members in respect of the joint holding.

4. With regard to the resolutions set out in item 4 of this notice, the Directors wish to state that they have no immediate proposals either to issue or repurchase any securities of the Company. Approval is being sought from members as general mandates pursuant to the Listing Rules of the Stock Exchange.

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