Sinopharm Tech Holdings Limited — Proxy Solicitation & Information Statement 2006

May 24, 2006

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

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:

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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• (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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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.”

• 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.”

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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

Head office and principal place

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.

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1. 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).

2. 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.

This announcement will remain on the “Latest Company Announcements” page of the GEM website for at least seven days from the day of its posting.

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