Television Broadcasts Limited — Share Issue/Capital Change 2011

May 25, 2011

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 China Fortune Group Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

Website: http://www.290.com.hk

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Placing Agent

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Fortune (HK) Securities Limited

Terms used in this cover page, have the same meanings as defined in this circular.

A notice convening the EGM to be held at 13th Floor, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong on 15 June 2011 at 11:00 a.m. is set out on pages 14 to 16 of this circular. A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch registrar and transfer office in Hong Kong, 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 the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

26 May 2011

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of the Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

“Board”	the board of Directors
“Business Day”	any day (other than a Saturday, Sunday or public holiday) on
	which banks are generally open for business in Hong Kong
“Company”	China Fortune Group Limited, a company incorporated in the
	Cayman Islands with limited liability and the issued Shares of
	which are listed on the Stock Exchange
“Completion Date”	on or before the seventh Business Day after (i) the satisfaction
	of all the conditions precedent of the Placing Agreement and
	(ii) the conclusion of the list of Placees on the Subscription
	Date (whichever is later), or such later date as may be agreed
	by and between the Company and the Placing Agent
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be
	convened and held on 15 June 2011, at 11:00 a.m. for
	the purpose of considering and, if thought fit, to approve,
	inter alia, (i) the Placing Agreement and the transactions
	contemplated thereunder and (ii) the grant of the Specific
	Mandate to the Directors to allot and issue the Placing Shares
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	23 May 2011, being the latest practicable date prior to the
	printing of this circular for the purposes of ascertaining certain
	information contained herein
“Listing Committee”	having the meaning ascribed thereto in the Listing Rules
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange

– 1 –

DEFINITIONS

“Placees”	the professional, institutional or other investor(s) selected and
	procured by or on behalf of the Placing Agent to subscribe
	for any of the Placing Shares on the terms and subject to the
	conditions set out in the Placing Agreement
“Placing”	the placing of the Placing Shares pursuant to the terms of the
	Placing Agreement
“Placing Agent”	Fortune (HK) Securities Limited, a licensed corporation to
	carry on Type 1 (dealing in securities) regulated activity under
	the SFO
“Placing Agreement”	the placing agreement dated 12 May 2011 entered into by and
	between the Company and the Placing Agent in relation to the
	Placing
“Placing Period”	the period from the execution of the Placing Agreement up to
	and including the sixtieth Business Day after the execution of
	the Placing Agreement
“Placing Price”	HK$0.33 per Placing Share
“Placing Shares”	all (but not some) of the 150,000,000 Shares to be placed
	under the Placing
“PRC”	the People’s Republic of China
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.1 each in the capital of the
	Company
“Shareholder(s)”	shareholder(s) of the Company
“Specific Mandate”	a specific mandate to be sought from the Shareholders at the
	EGM to allot and issue the Placing Shares pursuant to the
	Placing Agreement

– 2 –

DEFINITIONS

“Stock Exchange” the Stock Exchange of Hong Kong Limited “Subscription Date” the date that the Placing Agent concluded the list of Placees with the information of Placees and the number of Placing Shares “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “%” per cent.

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

Website: http://www.290.com.hk

Executive Directors:

Mr. Zhang Min (Chairman) Mr. Ng Cheuk Fan, Keith (Managing Director) Mr. Xia Yingyan Mr. Yeung Kwok Leung Mr. Hon Chun Yu

Non-Executive Director:

Mr. Wong Kam Fat, Tony (Vice-Chairman)

Independent Non-Executive Directors:

Registered Office:

P.O. Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands

Head Office and Principal Place of Business in Hong Kong: 13th Floor, Sunning Plaza 10 Hysan Avenue Causeway Bay Hong Kong

Mr. Ng Kay Kwok Mr. Lam Ka Wai, Graham Mr. Tam B Ray Billy

26 May 2011

To the Shareholders, and for information purpose only,

the holders of warrants and convertible securities of the Company

Dear Sir or Madam,

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

Reference is made to the announcement of the Company dated 12 May 2011 in relation to the Placing.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among others, (i) further details of the Placing Agreement and the transactions contemplated thereunder and the Specific Mandate; and (ii) a notice convening the EGM at which resolution will be proposed to approve the Placing Agreement and the transactions contemplated thereunder, and the grant of Specific Mandate to the Directors to allot and issue the Placing Shares..

THE PLACING AGREEMENT

Date

12 May 2011 (after trading hours)

Issuer

The Company

Placing Agent and Placees

Fortune (HK) Securities Limited, a company incorporated in Hong Kong and a wholly-owned subsidiary of the Company, agreed to place, on a best-effort basis, all of the 150,000,000 Placing Shares and shall be entitled to a placing commission of 1% of the aggregate consideration received by the Company from the sale of Placing Shares on the Completion Date. The placing commission is being set lower than the market rate since the Placing Agent is a wholly-owned subsidiary of the Company. The Directors are of the view that the placing commission is fair and reasonable.

The Placing Agent agreed to procure not less than six Placees to subscribe for the Placing Shares at the Placing Price within the Placing Period on a best-effort basis. The Placing Agent agreed to use its reasonable endeavours to ensure that (i) it will not offer or place any of the Placing Shares to or with any person, firm or company which is a connected person (as defined in the Listing Rules) of the Company other than in the situation where the consent from the Stock Exchange has been obtained and in compliance with the Listing Rules; and (ii) the terms of the placing letter with the Placees will not be in breach of the terms of the Placing Agreement.

Number of Placing Shares

The 150,000,000 Placing Shares represent approximately 5.20% of the existing issued share capital of the Company of 2,887,335,668 Shares as at the Latest Practicable Date and approximately 4.94% of its issued share capital as enlarged by the Placing. The aggregate nominal value of the Placing Shares under the Placing will be HK$15,000,000.

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LETTER FROM THE BOARD

Placing Price

The Placing Price of HK$0.33 represents:

• (i) a discount of approximately 4.35% to the closing price of HK$0.345 per Share as quoted on the Stock Exchange on 12 May 2011, being the date of the Placing Agreement;

• (ii) a premium of approximately 2.17% to the average closing price of approximately HK$0.323 per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the date of the Placing Agreement; and

• (iii) a premium of approximately 10% to the closing price of HK$0.30 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

The net placing price under the Placing is approximately HK$0.3267 per Placing Share.

The Directors consider that the Placing Price, which was agreed after arm’s length negotiations between the Company and the Placing Agent with reference to the market price of the Shares in recent months, is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Ranking of the Placing Shares

The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the other Shares in issue or to be issued by the Company on or prior to the Completion Date and the Placees shall be entitled to exercise all rights attached or accruing to the Placing Shares including the rights to all dividends and other distributions or any return of capital declared, made or paid at any time after the date of allotment.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of approval for the listing of, and permission to deal in, the Placing Shares.

Specific Mandate

The Placing Shares will be allotted and issued under the Specific Mandate.

As at the Latest Practicable Date, 280,534,000 Shares had been issued and allotted pursuant to the placing agreement dated 8 December 2010, which had utilized the entire general mandate granted to the Directors by a resolution of the Shareholders passed at the annual general meeting of the Company held on 31 August 2010. As a result, there is no existing general mandate available for the allotment and issuance of the Placing Shares under the Placing.

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LETTER FROM THE BOARD

Conditions Precedent

The Placing is conditional upon:

• (a) The proposed grant of the Specific Mandate being granted by the Shareholders in the EGM as there is no existing general mandate available to cover the new Shares to be allotted and issued to satisfy the Placing of the Placing Shares;

• (b) the Placing Agent successfully procuring not less than six Placees to subscribe for the Placing Shares in their entirety during the Placing Period (or such later time and date as the Placing Agent and the Company shall agree in writing); and

• (c) the Company’s compliance with and procurement of the compliance of all conditions imposed by the Stock Exchange or by any other competent authority (in Hong Kong or elsewhere) for permission to deal in the Placing Shares issued or to be issued and ensure the continued compliance thereof (provided in each case that the Placees comply with and satisfies all such conditions).

If the above conditions are not fulfilled prior to expiry of the Placing Period or such later date as may be agreed between the Company and the Placing Agent, the Placing Agreement will lapse and become null and void and the parties to the Placing Agreement shall be released from all obligations under the Placing Agreement, save the liabilities for any antecedent breaches thereof.

Termination and force majeure events

If at any time prior to 10:00 a.m. of the day immediately preceding the Completion Date:

• (a) there develops, occurs or comes into force:

• (i) any new law or regulation or any change in existing laws or regulations or the interpretation thereof which may in the opinion of the Placing Agent and in its absolute discretion may materially and adversely affect the business or financial condition or prospects of the Group as a whole; or

• (ii) any local, regional, national or international event or change (whether or not permanent or forming part of a series of events or changes occurring or continuing, on and/or after the date hereof) of a political, military, economic or other nature (whether or not ejusdem generis with the foregoing) which, in the sole opinion of the Placing Agent and in its absolute discretion will, or may be expected to, have a material adverse effect on the Placing; or

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LETTER FROM THE BOARD

• (iii) any significant change (whether or not permanent) in local, regional, national or international market conditions (or in conditions affecting a sector of the market) which in the sole opinion of the Placing Agent and in its absolute discretion has or may have a material adverse effect on the Placing; or

• (b) any breach of any of the warranties which in the sole opinion of the Placing Agent and in its absolute discretion is material in the context of the Placing, comes to the knowledge of the Placing Agent or there has been a breach by the Company of any other provision of the Placing Agreement which in the sole opinion of the Placing Agent and in its absolute discretion is material in the context of the Placing;

then and in any such case, the Placing Agent may, in its sole and absolute discretion, terminate the Placing Agreement without liability to the Company or any other party by giving notice in writing to the Company, which notice may be given at any time prior to the Completion Date.

Completion of the Placing

Completion of the Placing shall take place on the Completion Date.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Company acts as an investment holding company. The Group is principally engaged in the provision of brokerage services for securities, futures and insurance and margin financing.

The maximum gross proceeds from the Placing will be approximately HK$49.5 million. The Company plans to use the maximum net proceeds of approximately HK$49 million as to (i) approximately HK$20 million for repayment of short term liabilities of the Group, (ii) approximately HK$20 million for margin financing and (iii) approximately HK$9 million for office and administrative expenses of the Company.

The Directors consider that the Placing represents an opportunity for the Company to raise capital and to broaden its Shareholder base. Taking into account (i) the possible enhancement of the profile of the Shareholders given that the Placees to be secured by the Placing Agent would be professional investors, institutional investors or other investors pursuant to the Placing Agreement; and (ii) the long-term benefits that may be generated from the investments to be made with the proceeds from the Placing, the Directors are of the view that the Placing is in the interests of the Company and the Shareholders as a whole. As at the Latest Practicable Date, the Company has not received any committed orders whereas the Placing Agent has indicated to the Company that there are expressed interests from potential Placees.

– 8 –

LETTER FROM THE BOARD

The Board has considered alternative fund raising methods, such as bank borrowings, rights issues and open offers. The Company has also discussed with other placing agents regarding possible fund raising methods, including placing of new Shares, rights issues and open offers. However, the said placing agents have indicated that any issuance of new Shares would be at a deep discount to the market price of the Shares. Furthermore, the Directors foresee that, under the prevailing market conditions, it would be difficult to secure an underwriter to commit to a possible rights issue or open offer. In this respect, the Placing is a preferable method of fund raising as it is on a best-effort basis. Further, the Directors are of the view that it is prudent to finance the Group’s long-term growth by long-term funding, preferably in the form of equity which will not increase the Group’s finance costs. Given that the net proceeds from the Placing would enhance the Company’s capital base and would not incur any interest expense burden to the Group as compared to debt financing, the Directors consider that the Placing is a preferred means of fund raising for the Group.

As the Placing Agent is a wholly-owned subsidiary of the Company, the placing commission is set below the market rate which lowered the cost of the Placing as compared to appointing an independent placing agent for the Placing. In addition, the Company is confident that, with the Placing Agent’s extensive experience and established network in the industry, the Placing would be completed in a timely manner which ultimately benefits the Company and the Shareholders.

In light of the foregoing and taking into consideration that less time is required for the Placing as compared to the relatively long timetable for rights issues and open offers, the Board has decided not to proceed with fund raising exercises of such nature. The Directors are of the view that the Placing is fair and reasonable, and to the interests of the Company and the Shareholders as a whole.

– 9 –

LETTER FROM THE BOARD

EQUITY FUND RAISING ACTIVITIES DURING THE PAST TWELVE MONTHS

The following table summarises the equity fund raising activities of the Company in the last 12 months immediately before the Latest Practicable Date:

Date of		Net Proceeds	Intended	Actual use of proceeds as
announcement	Event	(Approximately)	proceeds	at the Latest Practicable Date
7 September 2010	Extension of option period from	Estimated to be a	general working	As at the Latest Practicable Date,
	12 months to 24 months	maximum of HK$128	capital of	no option has been exercised and
	pursuant to the supplemental	million, if the options	the Group	therefore no proceeds have been
	agreement dated	are fully exercised.		raised.
	6 September 2010
7 December 2010	Subscription of Shares under	Estimated to be	general working	Approximately HK$100 million was
	specific mandate pursuant	approximately	capital of	fully utilized for provision of loan to
	to the subscription agreement	HK$100 million.	the Group	an independent third party.
	dated 6 December 2010
8 December 2010	Placing of a maximum of	Estimated to be	general working	(i) Approximately HK$50 million was
	280,534,000 Shares pursuant	approximately	capital of	used for provision of loan to an
	to the placing agreement	HK$90 million.	the Group	independent third party,
	dated 8 December 2010			(ii) approximately HK$15 million
				was used as margin financing and
				(iii) approximately HK$25 million
				was used as general working capital
				of the Company.

Save as disclosed above, there has not been any other equity fund raising activity in the last 12 months immediately before the Latest Practicable Date.

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LETTER FROM THE BOARD

CHANGES TO THE EXISTING ISSUED SHARE CAPITAL OF THE COMPANY AS A RESULT OF THE PLACING

The table below sets out the issued share capital of the Company (i) as at the Latest Practicable Date; and (ii) as it would be immediately after completion of the Placing (assuming no conversion of convertible notes and convertible bonds):

Name of Shareholders Mankind Investment Limited (Note 1) Jadehero Limited (Note 2) Placee(s) Existing public Shareholders	Shareholding in the Company as at the Latest Practicable Date Number of Shares Approximately % 500,000,000 17.32% 800,000,000 27.71% – – 1,587,335,668 54.97% 2,887,335,668 100.00%	Shareholding in the Company upon completion of the Placing Number of Shares Approximately % 500,000,000 16.46% 800,000,000 26.34% 150,000,000 4.94% 1,587,335,668 52.26% 3,037,335,668 100.00%	Shareholding in the Company upon completion of the Placing Number of Shares Approximately % 500,000,000 16.46% 800,000,000 26.34% 150,000,000 4.94% 1,587,335,668 52.26% 3,037,335,668 100.00%
			100.00%

Notes:

1. These Shares are held by Mankind Investment Limited (“Mankind Investment”), a company incorporated in the British Virgin Islands with limited liability.

Mankind Investment is wholly-owned by China Cinda (HK) Asset Management Co., Limited, which is ultimately owned by China Cinda Asset Management Co., Limited.

1. These Shares are held by Jadehero Limited (“Jadehero”), a company incorporated in the British Virgin Islands with limited liability. Jadehero also holds an option entitling Jadehero to subscribe for convertible bonds of the Company in the maximum principal sum of HK$128 million with an initial conversion price of HK$0.16 per conversion share.

Jadehero is owned as to 20% by Marvel Steed Limited and as to 80% by Southlead Limited. Mr. Wong Kam Fat, Tony (“Mr. Wong”), the vice-chairman of the Company and a non-executive Director, is the sole beneficial owner of the entire equity interest in Marvel Steed Limited whereas Mr. Xia Yingyan (“Mr. Xia”), an executive Director, is the sole beneficial owner of the entire equity interest in Southlead Limited. Accordingly, Mr. Wong and Mr. Xia are deemed to be interested in the aforesaid Shares and option that are held by Jadehero.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has convertible notes and convertible bonds in the principal amount of approximately HK$45.88 million to subscribe for approximately 316.75 million Shares, option to subscribe for zero coupon convertible bonds in a maximum principal amount of HK$128 million convertible into a maximum of 800 million Shares and warrants to subscribe for 12 million Shares which, in aggregate, entitle their holders to subscribe for approximately 1,128.75 million new Shares, which would represent approximately 39.09% of the issued share capital of the Company as at the Latest Practicable Date and 37.16% of the share capital of the Company as enlarged by the subscription of the abovementioned new Shares and assuming completion of the Placing.

EGM

A notice convening the EGM of the Company to be held at 13th Floor, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong on 15 June 2011 at 11:00 a.m. is set out on pages 14 to 16 of this circular. An ordinary resolution will be proposed at the EGM to consider and, if thought fit, to approve the Placing Agreement and the transactions contemplated thereunder and the grant of the Specific Mandate to the Directors to allot and issue the Placing Shares.

A form of proxy for the EGM is enclosed with this circular. Whether or not you will be able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, 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 the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

All votes of the Shareholders at the EGM shall be taken by poll pursuant to Rule 13.39(4) of the Listing Rules. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules. To the best knowledge of the Board, none of the Shareholders have a material interest in the Placing and/or the transactions contemplated thereunder and will be required to abstain from voting at EGM in respect of the resolution relating to the Placing Agreement and the transactions contemplated thereunder and the grant of the Specific Mandate.

– 12 –

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the Placing is in the interests of the Company and the Shareholders as a whole and accordingly recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Placing Agreement and the transaction contemplated thereunder and the grant of the Specific Mandate to the Directors to allot and issue the Placing Shares.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board China Fortune Group Limited Ng Cheuk Fan, Keith Managing Director

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

Website: http://www.290.com.hk

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting’ ’) of China Fortune Group Limited (the “ Company ’’) will be held at 13th Floor, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong on 15 June 2011 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT

2. (a) the placing agreement dated 12 May 2011 entered into by and between the Company as the issuer and Fortune (HK) Securities Limited as the placing agent (the “Placing Agreement”) in relation to the placing of all (but not some) of 150,000,000 new shares (the “Placing Shares’’) of HK$0.10 each in the share capital of the Company at a placing price of HK$0.33 per Placing Share, (a copy of which is marked “A” and has been produced to the Meeting and signed by the chairman of the Meeting for purpose of identification) and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

3. (b) conditional upon, among others, the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Placing Shares, the allotment and issuance of the Placing Shares, pursuant to and subject to the terms and conditions of the Placing Agreement, be and are hereby approved; and

– 14 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

• (c) any one director of the Company be and is hereby authorised to exercise all the powers of the Company and take all steps as might in his/her opinion be desirable, necessary or expedient in relation to the allotment and issuance of the Placing Shares in connection with the implementation of the transactions contemplated under the Placing Agreement as well as in relation to the issue and allotment of the Placing Shares, including, without limitation to the execution, amendment, supplement, delivery, submission and implementation of any further documents or agreements.”

By Order of the Board China Fortune Group Limited Ng Cheuk Fan, Keith Managing Director

Hong Kong, 26 May 2011

Head Office and Principal Place of Business in Hong Kong: 13th Floor, Sunning Plaza 10 Hysan Avenue Causeway Bay Hong Kong

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

– 15 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

1. Any registered shareholders of the Company entitled to attend and vote at the Meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a registered shareholder of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding 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 in respect of the relevant joint holding.

3. In order to be valid, this form of proxy and any 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 branch share registrar and transfer office in Hong Kong, Union Registrars Limited, 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the commencement of the Meeting or adjourned meeting. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution.

4. Whether or not you propose to attend the Meeting in person, you are strongly urged to complete and return the proxy form in accordance with the instructions printed thereon. Completion and delivery of this form of proxy will not preclude you from attending in person and voting at the Meeting if you so wish and, in such event, this form of proxy shall be deemed to be revoked.

As at the date of this notice, the Board consists of five Executive Directors; namely, Mr. Zhang Min (Chairman), Mr. Ng Cheuk Fan, Keith (Managing Director), Mr. Xia Yingyan, Mr. Yeung Kwok Leung and Mr. Hon Chun Yu; one Non-Executive Director, Mr. Wong Kam Fat, Tony (Vice-Chairman) and three Independent Non-Executive Directors; namely, Mr. Tam B Ray Billy, Mr. Ng Kay Kwok and Mr. Lam Ka Wai, Graham.

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