Sinopharm Tech Holdings Limited — Proxy Solicitation & Information Statement 2006

May 25, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in B & B Group Holdings Limited, you should at once hand this circular with the accompanying forms of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).

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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B & B GROUP HOLDINGS LIMITED （中國蜂業集團有限公司[] ）*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8156)

PROPOSED REFRESHMENT OF GENERAL MANDATES AND PROPOSED CHANGE OF NAME TO CHINA VANGUARD GROUP LIMITED

Independent Financial Adviser

A letter from the Independent Board Committee containing its recommendation in respect of the refreshment of the Issue Mandate to the Independent Shareholders is set out on pages 11 to 12 of this circular and a letter from Nuada Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders containing its advice in relation to the refreshment of the Issue Mandate are set out on pages 13 to 18 of this circular.

A notice convening the extraordinary general meeting of B & B Group Holdings Limited to be held at 30th Floor, Sunshine Plaza, No. 353 Lockhart Road, Hong Kong on 16 June, 2006 at 10:30 a.m. is set out on pages 23 to 27 of this circular. Whether or not you are able to attend the extraordinary general meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the principal place of business of B & B Group Holdings Limited at 30th Floor, Sunshine Plaza, No. 353 Lockhart Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary 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 extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

This circular, for which the directors of B & B Group Holdings Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to B & B Group Holdings Limited. The directors of B & B Group Holdings Limited, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least seven days from the date of its posting.

* For identification purpose only

24 May, 2006

CHARACTERISTICS OF GEM

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. 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.

The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers.

– i –

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Refreshment of the General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Procedures for Demanding a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from Nuada Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix I – Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

– ii –

DEFINITIONS

In this circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

“Articles”	articles of association of the Company
“associate(s)”	shall have the meaning ascribed to it under the GEM Listing
	Rules
“Board”	the board of Directors
“Code”	the Hong Kong Code on Takeovers and Mergers
“Company”/“B & B”	B & B Group Holdings Limited, a company incorporated
	in the Cayman Islands with limited liability and the
	securities of which are listed on the GEM board of the
	Stock Exchange
“connected person(s)”	shall have the meaning ascribed to it under the GEM Listing
	Rules
“Controlling Shareholders”	Madam Cheung Kwai Lan and her associates Best Frontier
	Investments Limited and Mr. Chan Tung Mei
“Directors”	the directors of the Company
“EGM”	the extraordinary general meeting of the Company to be
	held at 30th Floor, Sunshine Plaza, No. 353 Lockhart Road,
	Hong Kong on 16 June, 2006 at 10:30 a.m., notice of which
	is set out on pages 23 to 27 of this circular
“Existing Issue Mandate”	the mandate granted at the 2005 AGM to authorise the
	Directors to allot, issue and deal with additional Shares,
	and to make or grant offers, agreements and options which
	would or might require additional Shares to be issued,
	allotted or disposed of, up to 20% of the aggregate nominal
	amount of the issued capital of the Company as at the date
	of the 2005 AGM

– 1 –

DEFINITIONS

“General Mandates”	the Issue Mandate and Repurchase Mandate
“GEM Listing Rules”	Rules Governing the Listing of Securities on the Growth
	Enterprise Market of the Stock Exchange
“Group”	the Company together with its subsidiaries
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Independent Board Committee”	a committee of the independent non-executive directors of
	the Company comprising Mr. Tian He Nian, Mr. Zhao Zhi
	Ming and Mr. To Yan Ming, Edmond
“Independent Shareholders”	Shareholders other than the Controlling Shareholders
“Issue Mandate”	the mandate proposed to be sought at the EGM to authorize
	the Directors to allot, issue and deal with additional Shares,
	and to make or grant offers, agreements and options which
	would or might require additional Shares to be issued,
	allotted or disposed of, representing up to 20% of the
	aggregate nominal amount of the issued share capital of
	the Company
“Latest Practicable Date”	17 May, 2006, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained in this circular
“Nuada”	Nuada Limited, the independent financial adviser to the
	Independent Board Committee and the Independent
	Shareholders in relation to the refreshment of the Issue
	Mandate. Nuada Limited is a licensed corporation carrying
	out type 6 regulated activity (as defined in SFO)
“Notice”	the notice convening the EGM which is set out on pages 23
	to 27 of this circular

– 2 –

	DEFINITIONS
“Repurchase Mandate”	the mandate proposed to be sought at the EGM to authorize
	the Directors to exercise the power of the Company to
	repurchase Shares representing up to a maximum of 10%
	of the aggregate nominal amount of the issued share capital
	of the Company
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Share(s)”	share(s) in the registered capital of the Company
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“2005 AGM”	the annual general meeting of the Company held on 31
	October, 2005
“%”	per cent.

– 3 –

LETTER FROM THE BOARD

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B & B GROUP HOLDINGS LIMITED （中國蜂業集團有限公司[] ）*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8156)

Executive Directors: Madam Cheung Kwai Lan Mr. Chan Tung Mei Mr. Lau Hin Kun Mr. Chan Ting

Non-executive Director:

Mr. Shaw Kyle Arnold Junior

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman British West Indies Cayman Islands

Independent non-executive Director:

Mr. Tian He Nian Mr. Zhao Zhi Ming Mr. To Yan Ming, Edmond

Head office and principal place of business in Hong Kong: 30th Floor, Sunshine Plaza 353 Lockhart Road Hong Kong 24 May, 2006

To all Shareholders

Dear Sirs/Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATES AND PROPOSED CHANGE OF NAME TO CHINA VANGUARD GROUP LIMITED

INTRODUCTION

At the 2005 AGM, the Existing Issue Mandate was granted to the Directors to exercise the powers of the Company to allot and issue up to 96,426,000 new Shares, representing 20% of the issued share capital of the Company as at the date of the 2005 AGM. Subsequent to the grant of the Existing Issue Mandate, it has been utilised as to, 24,122,807 Shares which were issued as

* For identification purpose only

– 4 –

LETTER FROM THE BOARD

consideration shares for the acquisition described in the announcement of the Company issued on 1 December, 2005 (the “Acquisition”) and as to, 68,000,000 which were issued under the placing described in the announcement of the Company issued on 12 January, 2006 (the “Placing”). The proceeds raised from the Placing amounted to approximately HK$140,000,000 of which approximately HK$12,400,000 had been used for general working capital of the Group. As to the amount not yet utilized, the Company has placed them into banks and other financial institutions. It is the Company’s intention that approximately HK$90,000,000 will be used for further expansion of the business of Shenzhen Bozone IT Co. Limited (being the research and development and application of information technology in the lottery field) by acquiring equipment and machinery and approximately HK$37,600,000 will be used for general working capital of the Group. The total number of Shares issued under the aforesaid acquisition and placing represents approximately 95.54% of the total number of Shares which may be allotted and issued under the Existing Issue Mandate. In order to ensure flexibility when it is desirable for the Company to allot additional Shares or to repurchase Shares, the Directors wish to seek the approval of the Shareholders to refresh the General Mandates at the EGM. (Although a similar proposal was put forward by the Directors as set out in the circular of the Company dated 21 March, 2006, it was not proceeded with at the extraordinary general meeting of the Company held on 12 April, 2006.)

An Independent Board Committee comprising Mr. Tian He Nian, Mr. Zhao Zhi Ming and Mr. To Yan Ming, Edmond has been formed to advise the Independent Shareholders on the refreshment of the Issue Mandate. Nuada has been appointed as an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the refreshment of the Issue Mandate.

A proposal for the change of name of the Company was put forward and approved by Shareholders at the extraordinary general meeting of the Company held on 12 April, 2006. However, since the registration of the originally proposed new name has not been approved by the Registrar of Companies in the Cayman Islands, that proposed name change cannot be implemented. Instead the Directors wish to put forward to Shareholders at the EGM a proposal for a different change of name.

The purpose of this Circular is to provide you with details in relation to the refreshment of the General Mandates; a letter from the Independent Board Committee containing its recommendation to the Independent Shareholders vis-à-vis the refreshment of the Issue Mandate, a letter of advice from Nuada to the Independent Board Committee and the Independent Shareholders, information on the proposed change of name of the Company, as well as a notice for convening the EGM to approve the refreshment of the General Mandates and the proposed change of name of the Company.

– 5 –

LETTER FROM THE BOARD

REFRESHMENT OF THE GENERAL MANDATES

As a result of the completion of the Acquisition and the Placing, an aggregate of 92,122,807 new Shares were issued and allotted, representing approximately of 15.1% of the issued share capital of the Company as at the Latest Practicable Date. Such new Shares were issued under the Existing Issue Mandate granted to the Board at the 2005 AGM. By a circular dated 21 March, 2006, refreshment of general mandates was proposed to be put forward for the approval of the Shareholders at the extraordinary general meeting of the Company on 12 April, 2006. However, due to the Company’s failure to comply with Rule 17.42A of the GEM Listing Rules, that proposal was withdrawn by an announcement dated 22 March, 2006. Although the Existing Issue Mandate has not been fully utilised (a further 4,303,193 new Shares can still be issued under the Existing Issue Mandate), the Board wishes to seek the approval of the Independent Shareholders to refresh the Issue Mandate at the EGM.

Even though there is no specific plan for the intended use of any amount not utilized, the Group has been actively looking for suitable investment opportunities. As such, the refreshment of the Issue Mandate would give the Group the financial flexibility to raise funds to capture any investment opportunities which may arise at any time and/or provide additional working capital for the Group.

Given that the Existing Issue Mandate has substantially been utilised, should any investment opportunities arise that would require an issuance of over 4,303,193 new Shares so that a specific mandate would have to be sought from Shareholders, the Directors are uncertain as to whether the requisite approval from Shareholders could be obtained in a timely manner.

The Company has confirmed that the Group may also consider other financing methods such as debt financing or internal cash resources to fund its future business development. However, there is no certainty that such cash resources will be adequate or other financing alternatives will be available for appropriate investments that may be identified by the Company in the future. In addition, as debt financing will increase the interest burden to the Group, the Directors consider that equity financing such as the issuance of new Shares for cash or as consideration is an appropriate means to raise funds.

Moreover, the refreshment of the Issue Mandate offers an opportunity for the Directors to capture favourable equity market conditions to raise funds by issuing new Shares. Although the Company has no immediate plan to exercise the proposed General Mandates, of which the Issue Mandate forms part, the refreshment of the General Mandates would enable the Directors to respond to the market promptly should it become necessary or appropriate for the Company to issue new Shares to fund any attractive investment opportunities which may become available.

– 6 –

LETTER FROM THE BOARD

Issue Mandate

At the EGM, an ordinary resolution will be proposed that the Board be given an unconditional mandate to allot and issue Shares, or to make or grant offers, agreements or options which would or might require Shares to be issued and allotted, representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the EGM.

As at the Latest Practicable Date, the Company had an aggregate of 609,872,807 issued Shares. Subject to the passing of the ordinary resolution for the approval of the Issue Mandate and on the basis that no further Shares are to be issued or repurchased between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the Issue Mandate to allot and issue a maximum of 121,974,561 new Shares.

Repurchase Mandate

At the EGM, an ordinary resolution will also be proposed such that the Board will be given an unconditional mandate to repurchase the Company’s fully paid up Shares up to a maximum equivalent to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the EGM.

Subject to the passing of the ordinary resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are to be issued or repurchased between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the Repurchase Mandate to repurchase up to a maximum of 60,987,280 Shares.

An explanatory statement in regard to the Repurchase Mandate is set out in Appendix I to this circular.

Voting by Independent Shareholders

The Company’s controlling shareholder is Madam Cheung Kwai Lan and her respective associates Best Frontier Investments Limited and Mr. Chan Tung Mei. Pursuant to Rule 17.42A(1) of the GEM Listing Rules, the Controlling Shareholders shall abstain from voting in favor of the resolution to approve the refreshment of the Issue Mandate at the EGM.

– 7 –

LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL

Pursuant to Article 80 of the Articles, a resolution put to the vote of a general meeting of the Shareholders 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 by:

• (i) the chairman of the meeting; or

• (ii) at least five Shareholders present in person or by proxy, in the case of corporations, by their duly authorised representatives and entitled to vote or who represent in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the meeting; or

• (iii) any Shareholder or Shareholders present in person or by proxy or, in the case of corporations, by their duly authorised representatives, and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

PROPOSED CHANGE OF COMPANY NAME

On 12 April, 2006, the Board announced that the Shareholders by special resolution approved the change of name of the Company from “B & B Group Holdings Limited” to “International Lottery Services Group Holdings Limited” and the adoption of the new Chinese name “ 彩科技 股份有限公司 ” to replace “中國蜂業集團有限公司 ” for identification purposes. According to the special resolution passed, the change of name approved by the Shareholders was to become effective from the date of entry of the new name on the register maintained by the Registrar of Companies in the Cayman Islands.

However, as the registration of the originally proposed new name has not been approved by the Registrar of Companies in the Cayman Islands, that proposed name change cannot be implemented. The Board now proposes to change the name of the Company from “B & B Group Holdings Limited” to “China Vanguard Group Limited” and upon the change to this proposed new name becoming effective, the new Chinese name “ 彩科技股份有限公司 ” will be adopted to replace “中國蜂業集團有限公司 ” for identification purposes, subject to the fulfillment of conditions set out below.

– 8 –

LETTER FROM THE BOARD

Reason and conditions for the change of company name

The Board proposes to change the name of the Company from “B & B Group Holdings Limited” to “China Vanguard Group Limited” and upon the name change becoming effective, the new Chinese name “ 彩科技股份有限公司 ” will be adopted to replace “中國蜂業集團有限公 司 ” for identification purposes.

The Directors believe that the proposed name change for the Company will reflect the recent expansion of the Group’s business into the research and development and application of information technology in the lottery field in China which is proposed to comprise a substantial portion of the Company’s business in the future.

The proposed change of the Company’s name will be subject to the passing of a special resolution by the Shareholders at the EGM to approve the change of the Company’s name.

When the relevant resolution at the EGM is duly passed and the approval of the proposed new English name of the Company by the Registrar of Companies in Cayman Islands is obtained, the Company will then carry out all necessary filing procedures as required by the Registrar of Companies in Hong Kong and the Cayman Islands.

Effects on change of company name

The proposed change of company name will not affect any of the rights of any Shareholders. All existing share certificates in issue bearing the existing name of the Company will, after the change of company name has become effective, continue to be evidence of title to the Shares and will be valid for trading, settlement and registration purposes. There will not be any arrangement for free exchange of the existing share certificates. However, Shareholders may upon payment of a fee of HK$2.50 for each certificate to the Company’s branch registrar, Standard Registrar Limited, arrange for new share certificates with the new name of the Company to be issued to replace existing share certificates. Once the change of the Company’s name has become effective, new share certificates will be issued in the new name of the Company.

Outcome of the EGM and trading arrangement

The Company will make further announcements on the outcome of the EGM and the arrangement and timetable relating to the change of company name and the trading and dealings in the Shares on the Stock Exchange under the new name of the Company.

– 9 –

LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at 30th Floor, Sunshine Plaza, No. 353 Lockhart Road, Hong Kong on 16 June, 2006 at 10:30 a.m. is set out on pages 23 to 27 of this circular.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s principal place of business at 30th Floor, Sunshine Plaza, No. 353 Lockhart Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM 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 EGM or any adjourned meeting (as the case may be) should you so wish.

RECOMMENDATION

The Directors are of the opinion that the refreshment of the General Mandates and the change of name of the Company referred to in this circular are fair and reasonable in the best interest of the Company and the Shareholders as a whole. The Directors therefore recommend to the Shareholders (who are entitled to vote in relation to the respective resolutions to be proposed at the EGM) to vote in favour of the resolutions set out in the notice of EGM.

Your attention is drawn to the letter from the Independent Board Committee set out on pages 11 to 12 of this circular and the letter from Nuada containing its advice and the principal factors it has taken into consideration in arriving at its advice with regard to the refreshment of the Issue Mandate, as set out on pages 13 and 18 of this circular.

GENERAL

Your attention is also drawn to the appendices to this circular.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By Order of the Board

B & B Group Holdings Limited Chan Ting

Director

– 10 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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B & B GROUP HOLDINGS LIMITED （中國蜂業集團有限公司[] ）*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8156)

To the Independent Shareholders

24 May, 2006

Dear Sir/Madam,

REFRESHMENT OF ISSUE MANDATE

We refer to the circular from the Company to the Shareholders dated 24 May, 2006 (“Circular”) of which this letter forms part. Terms defined in the Circular shall have the same meaning in this letter unless the context otherwise requires.

We have been appointed to consider and to advise the Independent Shareholders as to whether, in our opinion, the refreshment of the Issue Mandate is in the best interest of the Company and its Independent Shareholders, and fair and reasonable so far as the Independent Shareholders are concerned. Nuada has been appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the refreshment of the Issue Mandate.

We wish to draw your attention to the “Letter from the Board” set out on pages 4 to 10 of the Circular, which contains, inter alia, information regarding the refreshment of the Issue Mandate, as well as to the “Letter from Nuada Limited” set out on pages 13 to 18 of the Circular containing its advice in relation to the refreshment of the Issue Mandate.

* For identification purpose only

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account the advice of Nuada Limited, we consider the refreshment of the Issue Mandate to be in the best interest of the Company and its Independent Shareholders, and fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the relevant ordinary resolution to be proposed at the EGM for the refreshment of the Issue Mandate.

Yours faithfully For and on behalf of the Independent Board Committee

Independent non-executive Directors

Mr. Tian He Nian Mr. Zhao Zhi Ming Mr. To Yan Ming, Edmond

– 12 –

LETTER FROM NUADA LIMITED

The following is the full text of the letter of advice from Nuada to the Independent Board Committee and Independent Shareholders prepared for inclusion in this circular.

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

24 May, 2006

To the Independent Board Committee and Independent Shareholders of

B & B Group Holdings Limited

30th Floor, Sunshine Plaza 353 Lockhart Road Hong Kong

Dear Sirs,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

INTRODUCTION

We refer to the circular dated 24 May, 2006 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 granting of the Issue Mandate, details of which are set out in the letter from the Board contained in the Circular (the “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 17.42A of the GEM Listing Rules, the granting of the Issue Mandate is subject to the approval of the Independent Shareholders by way of poll at the EGM. The controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding the Independent Non-Executive Directors) and the chief executive and their respective associates shall abstain from voting in favour of the relevant resolutions at the EGM. Therefore, Madam Cheung Kwai Lan and her associates, Best Frontier Investments Limited and Mr. Chan Tung Mei, who in aggregate held 242,510,000 Shares as at the Latest Practicable Date, shall abstain from voting in favour of the relevant resolutions at the EGM.

The Independent Board Committee has been established to advise whether the proposed granting of the Issue Mandate is in the interests of the Company and the Shareholders as a whole.

– 13 –

LETTER FROM NUADA LIMITED

BASIS OF OUR ADVICE

In formulating our opinion, we have relied on the accuracy of 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. In formulating our opinion, we have reviewed the latest annual report and interim report of the Company for the year ended 30 June 2005 and the six months ended 31 December 2005 and discussed with the management of the Company regarding, among others, the utilisation of the Existing Issue Mandate as well as the business development of the Group. 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 they were made and continued to be true, accurate and complete as at the date of the Circular. 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 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. We have not, however, conducted any independent investigation into the business, financial conditions and affairs or the future prospects of the Group.

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 granting of the Issue Mandate, we have taken the following principal factors and reasons into consideration:

Background

At the 2005 AGM, the Directors were granted the Existing Issue Mandate to allot and issue up to 96,426,000 new Shares, representing 20% of the aggregate nominal amount of the issued share capital of the Company then in issue.

– 14 –

LETTER FROM NUADA LIMITED

Subsequent to the 2005 AGM and as at the Latest Practicable Date, the Existing Issue Mandate has been utilised as to 24,122,807 Shares in association with the issue of the consideration Shares on completion of the acquisition announced on 1 December 2005 and as to 68,000,000 Shares in association with the placing announced on 12 January 2006 (the “Placing”), in aggregate representing approximately 95.54% of the total number of Shares which may be allotted and issued under the Existing Issue Mandate. As stated in the Letter, the proceeds raised from the Placing amounted to approximately HK$140,000,000 of which approximately HK$12,400,000 had been used for general working capital of the Group. As to the amount not yet utilized, the Company has placed them into banks and other financial institutions. It is the Company’s intention that approximately HK$90,000,000 will be used for further expansion of the business of Shenzhen Bozone IT Co. Limited (being the research and development and application of information technology in the lottery field) by acquiring equipment and machinery and approximately HK$37,600,000 will be used for general working capital of the Group. The use of such proceeds was in line with its intended use as stated in the announcement of the Company in respect of the Placing dated 12 January 2006.

As the Existing Issue Mandate has almost been utilized, the Directors therefore propose to seek the approval of the Independent Shareholders at the EGM for the granting of the Issue Mandate.

The Company had an aggregate of 609,872,807 Shares in issue as at the Latest Practicable Date. Subject to the passing of the ordinary resolution for the approval of the 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 Issue Mandate to allot and issue up to 121,974,561 Shares.

Reasons for the Issue Mandate

The Group is principally engaged in the production and/or distribution of bee related products, other natural products and trading of edible oil and has recently expanded its business into the research and development and application of information technology in the lottery field, and the oil and gas business in the PRC.

As confirmed by the Company, the Group has been actively looking for suitable investment opportunities. As such, the granting of the Issue Mandate would enable the Group to fund its future business development for capturing any investment opportunities and/or providing additional working capital for the Group’s expansion.

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LETTER FROM NUADA LIMITED

The granting of the Issue Mandate could provide the Company with the necessary financial flexibility to raise funds by the issuance of new Shares or convertible securities in a timely manner to capture any investment opportunities which may arise at any time. In addition, the refreshment of the Issue Mandate would serve as an alternative of equity funding should the Company encounter any urgent need for capital or when any business opportunities arise in the future. Given the Existing Issue Mandate has almost been utilised, should any investment opportunities arise that would lead to issuance of new Shares or convertible securities and specific mandate may have to be sought in this respect, the Directors are uncertain as to whether the requisite approval from the Independent Shareholders could be obtained in a timely manner.

The Company has confirmed that the Group may also consider other financing methods such as debt financing or internal cash resources to fund its future business development. However, there is no certainty that such cash resources will be adequate or other financing alternatives will be available for appropriate investment that may be identified by the Company in the future. In addition, as debt financing may incur interest burden to the Group, the Directors consider that equity financing such as issuance of new Shares for cash or equity swaps may be an appropriate means to raise funds.

Moreover, the Issue Mandate offers an opportunity for the Directors to capture a favourable equity market condition to raise funds by issuing new Shares. Although the Company has no immediate plan to issue any Shares, the granting of the Issue Mandate would enable the Directors to respond to the market promptly should any attractive terms for investment in Shares become available from potential investors.

In light of the above, we consider that the Issue Mandate would provide the Company with the necessary flexibility essential for fulfilling any possible funding needs for future business development and/or investment opportunities in a timely manner and to capture a favourable equity market condition to raise funds. We also consider that the granting of the Issue Mandate will provide the Company with the flexibility in deciding the financing methods for its future development, including equity issuance as an additional alternative. As such, we are of the view that the granting of the Issue Mandate will be in the interest of the Company and the Shareholders as a whole.

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LETTER FROM NUADA LIMITED

Potential dilution to shareholding of the Independent Shareholders

Set out below is a table showing the shareholdings of the Company as at the Latest Practicable Date and; for illustrative purpose, the potential dilution effect upon full utilisation of the Issue Mandate, assuming no Shares are issued/repurchased during the period between the Latest Practicable Date and the date of the EGM.

Cheung Kwai Lan and her associates_(Note 1) Oppenheimer Funds Inc.(Note 2) Shaw, Kyle Arnold Junior and his associates(Note 3) Lau Hin Kun(Note 4)_ Public Shareholders Shares to be issued under the Issue Mandate Total	As at Latest Practicable Date 242,510,000 39.76% 110,000,000 18.04% 46,600,000 7.64% 450,000 0.07% 210,312,807 34.49% – 0.00% 609,872,807 100.00%	Upon full utilisation of the Issue Mandate 242,510,000 33.14% 110,000,000 15.03% 46,600,000 6.37% 450,000 0.06% 210,312,807 28.74% 121,974,561 16.66% 731,847,368 100.00%

Notes:

1. The 242,510,000 Shares is beneficially owned as to 241,130,000 Shares by Best Frontier Investments Limited (“Best Frontier”) and as to 1,380,000 Shares by Madam Cheung Kwai Lan, the chairman of the Company and an executive Director. Best Frontier is owned as to 99.89% by Madam Cheung Kwai Lan and as to 0.11% by Mr. Chan Tung Mei, an executive Director and the spouse of Madam Cheung Kwai Lan. Mr. Chan Tung Mei, being the spouse of Madam Cheung Kwai Lan, is deemed to be interested in the shares.

2. Oppenheimer Funds Inc. is a substantial Shareholder.

3. Shaw, Kyle Arnold Junior is a non-executive Director.

4. Lau Hin Kun is an executive Director.

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LETTER FROM NUADA LIMITED

As illustrated in the table above, the aggregate shareholding of the existing public Shareholders will decrease from approximately 34.49% as at the Latest Practicable Date to approximately 28.74% upon full utilisation of the Issue Mandate.

Taking into account the Issue Mandate would provide the Company with a financing alternative for future development of the Group’s business and/or for potential investment opportunities and to capture a favourable equity market condition to raise funds by issuing new Shares, we consider such dilution or potential dilution of shareholding to be acceptable. Also, taking into account the fact that the shareholding of all the Shareholders will be diluted to the same extent upon any utilization of the Issue Mandate, we consider such dilution or potential dilution of shareholding to be fair and reasonable.

RECOMMENDATION

Having considered the factors and reasons as stated above, we are of the view that the granting of the Issue Mandate is fair and reasonable and in the interest of the Company and Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolutions in relation to the granting of the 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 Issue Mandate is utilised.

Yours faithfully, For and on behalf of Nuada Limited Bernard Chan Director

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EXPLANATORY STATEMENT

APPENDIX I

The following is the Explanatory Statement required to be sent to Shareholders by the GEM Listing Rules in relation to the proposed granting to the Directors of the Repurchase Mandate.

EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date prior to the printing of this document, the issued share capital of the Company comprised of 609,872,807 Shares.

Subject to the passing of the relevant ordinary resolution at the EGM approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the EGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 60,987,280 Shares during the period from the date of the EGM 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, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

REASONS FOR REPURCHASES

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

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, the GEM Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company may not repurchase securities on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

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 its most recent published audited accounts for the financial year ended 30 June, 2005 in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements

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EXPLANATORY STATEMENT

APPENDIX I

of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the GEM during the current month and each of the previous twelve months before the Latest Practicable Date were as follows:

Month	Highest Price	Lowest Price
	(HK$)	(HK$)
2005
May	0.8	0.57
June	0.77	0.68
July	0.75	0.69
August	1.88	0.98
September	NA	NA
October	NA	NA
November	1.3	0.99
December	1.39	1.15
2006
January	2.8	1.39
February	2.875	2.15
March	2.9	2.4
April	3.125	2.35
May (up to the Latest Practicable Date)	2.75	2.425

The Company’s shares were suspended to trade during the period from 15 August, 2005 to 23 November, 2005.

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the Articles and the applicable laws of the Cayman Islands.

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EXPLANATORY STATEMENT

APPENDIX I

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their Associates have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders at the EGM.

No connected person (as defined in the GEM Listing Rules) has notified the Company that it has any 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 at the EGM.

HONG KONG CODE ON TAKEOVERS AND MERGERS

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 purpose of Rule 32 of the Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Code), depending on the level of increase in the Shareholders’ interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Code.

As at the Latest Practicable Date, the substantial Shareholders of the Company and the number of Shares held by them are:

			If Repurchase
			Mandate
		Approximate	exercised
Name of Shareholders	No. of Shares	percentage	in full
Best Frontier Investments Limited_(Note 1)_	241,130,000	39.54%	43.93%
Chan Tung Mei_(Note 1)_	242,510,000	39.76%	44.18%
Cheung Kwai Lan_(Note 2)_	242,510,000	39.76%	44.18%
Oppenheimer Funds, Inc.	110,000,000	18.04%	20.04%
Haven Associates Limited_(Note 3)_	46,600,000	7.64%	8.49%

Notes:

1. The 241,130,000 shares are owned by Best Frontier Investments Limited, which is owned as to 99.89% and 0.11% by Madam Cheung Kwai Lan and Mr. Chan Tung Mei respectively. Mr. Chan Tung Mei is the spouse of Madam Cheung Kwai Lan. Accordingly, Mr. Chan Tung Mei is deemed to be interested in all the shares of the Company registered in the name of Best Frontier Investments Limited. In addition, 1,380,000 shares are owned by Madam Cheung Kwai Lan and being the spouse of Madam Cheung Kwai Lan, Mr. Chan Tung Mei is deemed to be interested in the shares of the Company registered in the name of Madam Cheung Kwai Lan.

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EXPLANATORY STATEMENT

APPENDIX I

1. The 241,130,000 shares are owned by Best Frontier Investments Limited, which is owned as to 99.89% and 0.11% by Madam Cheung Kwai Lan and Mr. Chan Tung Mei respectively. Madam Cheung Kwai Lan is the spouse of Mr. Chan Tung Mei. Accordingly, Madam Cheung Kwai Lan is deemed to be interested in all the shares of the Company registered in the name of Best Frontier Investments Limited. In addition, Madam Cheung Kwai Lan is the beneficial owner of 1,380,000 shares of the Company.

2. The 46,600,000 Shares represent:

3. (a) 1,030,000 shares beneficially owned by Shaw, Kwei & Partners (Asia) Ltd..

4. (b) 24,620,000 shares beneficially owned by China Value Investment Limited which is wholly-owned by Asian Value Investment Fund L.P. (“AVIF, L.P.”), a limited liability partnership, whose general partner Shaw, Kwei & Partners (Asia) Ltd. (having a 1% interest in AVIF, L.P.) is deemed under the SFO to have interest in the same 24,620,000 shares.

5. (c) 20,950,000 shares beneficially owned by Javelin Capital Holdings Limited which is wholly-owned by Asian Value Investment Fund II, L.P. (“AVIF II, L.P.”), a limited liability partnership, whose general partner SKP Capital Limited (having a 1.19% interest in AVIF II, L.P.) is deemed under the SFO to have interest in the same 20,950,000 shares.

6. (d) Haven Associates Limited is the controlling shareholder of Shaw, Kwei & Partners (Asia) Ltd. and SKP Capital Limited.

If the Directors were to exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate to be proposed at the EGM, the total interests/deemed interests of the above substantial Shareholders would be increased to approximately the respective percentages shown in the last column above. On the basis of the shareholdings held by the substantial Shareholders named above, an exercise of the Repurchase Mandate in full would result in Best Frontier Investments Limited under Chan Tung Mei and/or Cheung Kwai Lan becoming obliged to extend a mandatory offer under the Code. The Directors currently have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of Best Frontier Investments Limited and/or Chan Tung Mei and/or Cheung Kwai Lan to make a mandatory offer under the Code.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company, whether on the Stock Exchange or otherwise, in the six months preceding the Latest Practicable Date.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [93 x 37] intentionally omitted <==

B & B GROUP HOLDINGS LIMITED （中國蜂業集團有限公司[] ）*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8156)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “Extraordinary General Meeting”) of the shareholders of B & B Group Holdings Limited (the “Company”) will be held at 30th Floor, Sunshine Plaza, No. 353 Lockhart Road, Hong Kong on 16 June, 2006 at 10:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:

2. A “ THAT

   • (1) the general mandate granted to the directors of the Company (the “Directors”) to exercise the powers of the Company to allot, issue and otherwise deal with the shares in the capital of the Company (the “Shares”) as approved by the shareholders of the Company at the annual general meeting held on 31 October, 2005, to the extent not already exercised, be and is hereby revoked (but without prejudice to any valid exercise of such general mandate prior to the passing of this Resolution);

   • (2) subject to paragraph (4) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (3) the approval in paragraph (2) above shall authorise the Directors 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;

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (4) the aggregate nominal amount of the 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 (2) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) 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 articles of association of the Company in force from time to time; or (iii) the exercise of rights of conversion or subscription under the terms of any convertible notes issued by the Company or any securities which are convertible into Shares; or (iv) the exercise of any option under the share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue to directors and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares, shall not exceed the aggregate of 20 per cent. of the aggregate nominal amount of the issued share capital of the Company in issue at the date of the passing of this Resolution; and

• (5) for the purposes 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 Cayman Islands law or the Company’s articles of association to be held; or

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

“Rights Issue” means an offer of Shares or issue of options, warrants or other securities given the right to subscribe for 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, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• B. “ THAT :

• (1) the general mandate granted to the directors of the Company (the “Directors”) to exercise the powers of the Company to repurchase shares in the capital of the Company as approved by the shareholders of the Company at the annual general meeting held on 31 October, 2005, to the extent not already exercised, be and is hereby revoked (but without prejudice to any valid exercise of such general mandate prior to the passing of this Resolution);

• (2) subject to paragraph (3) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares in the capital of the Company (the “Shares”) be and is hereby generally and unconditionally approved;

• (3) the aggregate nominal amount of the Shares which the Company is authorised to repurchase pursuant to the approval in paragraph (2) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this Resolution, and the said approval shall be limited accordingly; and

• (4) 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 Cayman Islands law or the articles of association of the Company to be held; or

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• C. “ THAT conditional upon the passing of the ordinary resolution set out as resolutions A and B set out in paragraph 1 of the notice convening this meeting (the “Notice”), the aggregate nominal amount of shares which are repurchased by the Company pursuant to and in accordance with the said ordinary resolution set out as resolution B shall be added to the aggregate nominal amount of the shares of the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the directors of the Company pursuant to and in accordance with ordinary resolution set out as resolution A set out in paragraph 1 of the Notice.”

SPECIAL RESOLUTION

1. to consider and, if thought fit, pass with or without amendments the following resolution as a special resolution:

“ THAT subject to the approval of the proposed new English name of the Company by the Registrar of Companies in the Cayman Islands, the change of name of the Company from “B & B Group Holdings Limited” to “China Vanguard Group Limited” and the adoption of the new Chinese name “ 彩科技股份有限公司 ” in place of “中 國蜂業集團有限公司 ” for identification purposes be and are hereby approved and that any director of the Company be and is hereby authorised to take all necessary actions to implement such change of name.”

By Order of the Board

B & B Group Holdings Limited Chan Ting Director

Hong Kong, 24 May, 2006

Registered office: Head office and principal place Century Yard of business in Hong Kong: Cricket Square 30th Floor, Sunshine Plaza Hutchins Drive 353 Lockhart Road P.O. Box 2681 GT Hong Kong George Town Grand Cayman British West Indies Cayman Islands

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A member of the Company entitled to attend and vote at the Extraordinary General Meeting convened by the above notice is entitled to appoint one or more proxies to attend and, on a poll, vote instead of such member. A proxy need not be a member of the Company.

2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holders), seniority being determined by the order in which names stand in the register of members.

3. 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 notarially certified copy thereof, must be deposited at the principal place of business of the Company at 30th Floor, Sunshine Plaza, No. 353 Lockhart Road, Hong Kong not less than 48 hours before the time appointed for holding the Extraordinary General Meeting (or any adjournment thereof).

4. As at the date of this notice, the directors of the Company are Madam Cheung Kwai Lan, Mr. Chan Tung Mei, Mr. Lau Hin Kun, Mr. Chan Ting, Mr. Shaw Kyle Arnold Junior, Mr. Tian He Nian, Mr. Zhao Zhi Ming and Mr. To Yan Ming, Edmond.

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