Sun Hing Vision Group Holdings Limited — Proxy Solicitation & Information Statement 2006

Nov 3, 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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Sun Hing Vision Group Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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SUN HING VISION GROUP HOLDINGS LIMITED 新興光學集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 125)

PROPOSED CHANGE OF AUDITORS

A notice convening the special general meeting of Sun Hing Vision Group Holdings Limited to be held at Unit 1 – 3, 16th Floor, BEA Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong on Monday, 20 November 2006 at 9:00 a.m. (or any adjournment thereof) is set out on pages 5 to 6 of this circular. Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the special general meeting or any adjourned meeting should you so wish.

Hong Kong, 3 November 2006

* For identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Change of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Procedures for Demand Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

“BDO”	BDO McCabe Lo Limited, Certified Public Accountants
“Board”	board of Directors (or a duly authorised committee
	thereof)
“Bye-laws”	bye-laws of the Company
“Change of Auditors”	the resignation of BDO as auditors of the Group and
	the proposed appointment of Deloitte as auditors of
	the Group following the resignation of BDO upon the
	approval of the Shareholders by an ordinary resolution
	at the SGM and to hold office until the conclusion of
	the next annual general meeting of the Company
“Company”	Sun Hing Vision Group Holdings Limited, a company
	incorporated in Bermuda with limited liability, the
	securities of which are listed on the main board of the
	Stock Exchange
“Deloitte”	Messrs. Deloitte Touche Thomatsu, Certified Public
	Accountants
“Directors”	directors of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	Hong Kong Special Administrative Region of the
	People’s Republic of China
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange
“SGM”	special general meeting of the Company to be held at
	Unit 1 – 3, 16th Floor, BEA Tower, Millennium City 5,
	418 Kwun Tong Road, Kwun Tong, Kowloon, Hong
	Kong on Monday, 20 November 2006 at 9:00 a.m. (or
	any adjournment thereof), notice of which is set out
	on pages 5 to 6 of this circular
“Shareholders”	holders of Shares
“Shares”	ordinary shares of HK$0.10 each in the capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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SUN HING VISION GROUP HOLDINGS LIMITED 新興光學集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 125)

Executive Directors: Ku Ngai Yung, Otis (Chairman) Ku Ka Yung (Deputy Chairman) Ku Ling Wah, Phyllis Tsang Wing Leung, Jimson Chan Chi Sun Ma Sau Ching

Principal office: 1001C, 10th Floor Sunbeam Centre 27 Shing Yip Street Kwun Tong Kowloon Hong Kong

Non-executive Director: Ku Yiu Tung Independent Non-executive Directors: Lo Wa Kei, Roy Lee Kwong Yiu Wong Che Man, Eddy

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

3 November 2006

To the shareholders of the Company

Dear Sir/Madam,

PROPOSED CHANGE OF AUDITORS

INTRODUCTION

On 27 October 2006, the Board announced the proposed Change of Auditors. The purposes of this circular are to provide the Shareholders with (i) further information on the proposed Change of Auditors; and (ii) the notice of the SGM to be convened and held for the purpose of considering and, if thought fit, approving the necessary resolution to implement the proposed Change of Auditors.

* For identification purposes only

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LETTER FROM THE BOARD

CHANGE OF AUDITORS

The Board announces that BDO has resigned as the auditors of the Group with effect from 23 October 2006 as the Company and BDO could not reach an agreement on the auditors’ remuneration for the financial year ending 31 March 2007. Following the resignation of BDO, Deloitte will be appointed as the auditors of the Group to fill the casual vacancy arising from BDO’s resignation upon the approval by the Shareholders by an ordinary resolution at the SGM and to hold office until conclusion of the next annual general meeting.

Apart from the above mentioned, the notice of resignation received by the Company from BDO confirmed that there were no matters in relation to their resignation that they considered should be brought to the attention of the shareholders or creditors of the Group and that there was no disagreement between BDO and the Group. Based on BDO’s confirmation, the Board also confirmed that there are no circumstances in respect of BDO’s resignation which they considered should be brought to the notice of the shareholders or creditors of the Group.

BDO has not been involved in auditing of the Group’s accounts for the financial year ending 31 March 2007 and such auditing work would be undertaken by Deloitte upon its appointment. The Board does not consider that the proposed Change of Auditors will affect the release of the Company’s interim results for the six months ended 30 September 2006.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the proposed Change of Auditors of the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

SGM

Set out on pages 5 to 6 of this circular is a notice convening the SGM to consider and if thought fit, to approve the ordinary resolution relating to the proposed Change of Auditors. A form of proxy for use at the SGM is enclosed herewith. Whether or not you are able to attend and vote at such meeting, please complete the enclosed form of proxy and return it to the principal office of the Company at 1001C, 10th Floor, Sunbeam Centre, 27 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the SGM or any adjournment thereof if you so wish.

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LETTER FROM THE BOARD

PROCEDURES FOR DEMAND POLL

The procedures by which Shareholders may demand a poll at the SGM are as follows.

According to Bye-law 66, at any general meeting, resolutions put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of such meeting; or

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

• (c) by a member or members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or

• (d) by a member or members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

According to Bye-law 66A, the chairman of the general meeting and/or any Director holding the proxies referred to below shall demand a poll, Provided that if it is apparent from the total proxies held by the persons referred to in (a) below that a vote taken on a poll will not reverse the vote taken on a show of hands, then no poll shall be required:

• (a) if the aggregate proxies held by the chairman of a particular general meeting and the Directors account for 5 per cent. or more of the total voting rights at that general meeting, and

• (b) if on a show of hands in respect of any resolution, the shareholders at the general meeting vote in the opposite manner to that instructed in the proxies referred to in (a) above.

RECOMMENDATION

The Directors consider that the proposed ordinary resolution for the Change of Auditors is fair and reasonable and is in the interests of and for the benefit of the Group and accordingly the Directors recommend you to vote in favour of the ordinary resolution to be proposed at the SGM.

Yours faithfully, For and on behalf of the Board Ku Ngai Yung, Otis Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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SUN HING VISION GROUP HOLDINGS LIMITED 新興光學集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 125)

NOTICE IS HEREBY GIVEN that the Special General Meeting of Sun Hing Vision Group Holdings Limited (the “ Company ”) will be held at Unit 1 – 3, 16th Floor, BEA Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong on Monday, 20 November 2006 at 9:00 a.m. for the following purposes:

ORDINARY RESOLUTION

“ THAT the resignation of BDO McCabe Lo Limited, Certified Public Accountants be and is hereby approved and Messrs. Deloitte Touche Tohmatsu, Certified Public Accountants be and is hereby appointed as auditors of the Company and its subsidiaries to fill the casual vacancy created by the resignation of BDO McCabe Lo Limited, Certified Public Accountants and to hold office until the conclusion of the next annual general meeting of the Company and the board of directors of the Company be authorised to fix their remuneration.”

By Order of the Board Ku Ngai Yung, Otis Chairman

Hong Kong, 3 November 2006

Principal Office:

1001C, 10th Floor Sunbeam Centre 27 Shing Yip Street Kwun Tong Kowloon Hong Kong

* For identification purposes only

– 5 –

NOTICE OF SPECIAL GENERAL MEETING

Notes:

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

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorised to sign the same.

3. A form of proxy is enclosed. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the principal office of the Company at 1001C, 10th Floor, Sunbeam Centre, 27 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Completion and deposit of the form of proxy will not preclude a member of the Company from attending and voting in person at the meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

5. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

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