Tianli Holdings Group Limited — Proxy Solicitation & Information Statement 2011

Mar 31, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, 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 of EYANG Holdings (Group) Co., Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the 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 document, 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 document.

EYANG HOLDINGS (GROUP) CO., LIMITED 宇陽控股（集團）有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 117)

PROPOSALS FOR RE-ELECTION OF DIRECTORS

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 6 May 2011 at 2:30 p.m. is set out on pages 13 to 16 of this circular. A form of proxy for use at the annual general meeting is also enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and the Company’s website at www.szeyang.com.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

* For identifi cation purpose only

31 March 2011

CONTENTS

	Page
Def nitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandates to issue Shares and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I Details of Directors proposed to be re-elected at the AGM. . . . . . . . . . . . . . . . . . .	6
Appendix II Explanatory statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

i

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 6 May 2011 at 2:30 p.m., the notice of which is set out on pages 13 to 16 of this Circular

“Articles of Association” the articles of association of the Company, and “Article” shall mean an article of the Articles of Association “associate(s)” has the meaning ascribed to this term under the Listing Rules

• “Board” the board of Directors

• “Company” EYANG Holdings (Group) Co., Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange

“Directors” the directors of the Company

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Issuance Mandate” the general mandate proposed to be granted to the Directors at the AGM to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the aggregate nominal share capital of the Company in issue at the date of the passing of such resolution

• “Latest Practicable Date” 25 March 2011, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China, which for the purpose of this circular shall exclude Hong Kong, Taiwan and Macau Special Administrative Region “Repurchase Mandate” the general mandate proposed to be granted to the Directors at the AGM to repurchase up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing such resolution

1

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of Laws of
	Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent.

2

LETTER FROM THE BOARD

EYANG HOLDINGS (GROUP) CO., LIMITED 宇陽控股（集團）有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 117)

Executive Directors: Mr. Chen Weirong (Chairman) Mr. Liao Jie Mr. Xu Chuncheng

Non-executive Directors: Ms. Shuang Mei Mr. Cheng Wusheng Mr. Zhang Zhilin Mr. Chen Hao Independent non-executive Directors: Mr. Pan Wei Mr. Liu Huanbin Mr. Chu Kin Wang, Peleus

Registered offi ce: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1–1111 Cayman Islands

Head offi ce and principal place of business in Hong Kong: 8th Floor Tien Chu Commercial Building 173–174 Gloucester Road Wanchai Hong Kong 31 March 2011

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR RE-ELECTION OF DIRECTORS

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with information regarding the resolutions to be proposed at the Annual General Meeting to approve, inter alia, (i) the re-election of Directors and (ii) the grant of the Issuance Mandate and Repurchase Mandate, and the extension of the Issuance Mandate by addition thereon of an amount equivalent to the aggregate nominal amount of the share capital repurchased by the Company.

* For identifi cation purpose only

3

LETTER FROM THE BOARD

DECLARATION OF FINAL DIVIDEND

The Board has recommended a fi nal dividend of HK$3.0 cents per share (equivalent to approximately RMB2.5 cents per share) for the year ended 31 December 2010 in cash. The register of members of the Company will be closed from Wednesday, 4 May 2011 to Friday, 6 May 2011 (both dates inclusive) during which period no transfer of Shares will be registered. In order to qualify for the proposed fi nal dividend, all transfer documents should be lodged for registration with the Company’s branch share registrar and transfer offi ce in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 3 May 2011. Subject to Shareholders’ approval, such fi nal dividend will be paid on or about 13 June 2011.

RE-ELECTION OF DIRECTORS

Pursuant to Article 87(1) of the Articles of Association, one-third of the Directors for the time being shall retire from offi ce by rotation at every annual general meeting of the Company. A retiring Director shall be eligible for re-election. Accordingly, Mr. Chen Weirong, Ms. Shuang Mei, Mr. Liao Jie and Mr. Zhang Zhilin shall retire from offi ce by rotation at the forth coming AGM. All the retiring Directors, being eligible, will offer themselves for re-election.

Pursuant to Rule 13.74 of the Listing Rules, details of the Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

At the annual general meeting of the Company held on 31 May 2010, approval was given by the Shareholders for the granting of, inter alia, the general mandates to the Directors (i) to allot, issue and otherwise deal with the Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company; and (ii) to repurchase the Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company. In accordance with the terms of the approval, these general mandates will expire upon the conclusion of the forthcoming AGM. In order to give the Company the fl exibility to issue and repurchase Shares for the interests of the Shareholders, ordinary resolutions will be proposed at the AGM to grant to the Directors the Issuance Mandate and the Repurchase Mandate. Subject to the approval by the Shareholders for granting the Issuance Mandate and Repurchase Mandate, an ordinary resolution to authorise the Directors to extend the power under the Issuance Mandate to allot, issue and deal with Shares by adding to it the aggregate nominal amount of share capital of the Company repurchased by the Company will also be proposed for approval by the Shareholders at the AGM.

The Directors have no immediate plans to issue any new Shares pursuant to the relevant mandates other than Shares which may fall to be issued under the share option scheme of the Company.

Subject to the passing of the resolution granting the proposed Issuance Mandate, the Company will be allowed to allot and issue up to a maximum of 81,100,000 Shares, being 20% of the issued share capital of the Company, based on the 405,500,000 Shares in issue as at the Latest Practicable Date assuming that there is no change in respect of the issued share capital of the Company after the Latest Practicable Date and up to the date of the AGM.

4

LETTER FROM THE BOARD

The Issuance Mandate and the Repurchase Mandate shall be effective until whichever is the earliest of (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law of the Cayman Islands to be held; or (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

An explanatory statement containing the particulars required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular.

AGM AND PROXY ARRANGEMENT

A notice convening the AGM is set out on pages 13 to 16 of this circular. Ordinary resolutions in respect of, inter alia, the re-election of retiring Directors, the grant of the Issuance Mandate, Repurchase Mandate and an extension of the Issuance Mandate will be proposed at the AGM.

Pursuant to the Listing Rules, all resolutions will be put to vote by way of poll at the AGM. An announcement on the poll vote results will be made by the Company after the AGM pursuant to Rule 13.39(5) of the Listing Rules.

A proxy form for the AGM is enclosed with this circular. If you are not able to attend the AGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investors Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

RECOMMENDATION

The Directors consider that the proposed re-election of the retiring Directors, the proposed granting of the Issuance Mandate, Repurchase Mandate and the extension of the Issuance Mandate are each in the best interests of the Company and the Shareholders as a whole and accordingly, recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

GENERAL

Your attention is drawn to the information set out in the appendices to this circular.

Yours faithfully For and on behalf of the Board

EYANG Holdings (Group) Co., Limited Chen Weirong Chairman

5

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

Mr. Chen Weirong

Mr. Chen Weirong (陳偉榮), aged 52, is an Executive Director and Chairman of the Board, as well as Chief Executive Offi cer of the Company. He is in charge of the corporate strategy, planning and overall development. He is also the founder of the Group. Mr. Chen graduated from 華南工學院(South China Institute of Technology, now known as 華南理工大學, South China University of Technology) in 1982 with a bachelor’s degree in engineering. Upon graduation, Mr. Chen started his career as a technician in 康佳集團股份有限公司 (Konka Group Company Limited*) in 1982, a major consumer electronics manufacturing and distribution enterprise in the PRC, and became its managing director in 1994 until 2001. In 1996, Mr. Chen was elected as “Outstanding Young Entrepreneur of Shenzhen”, in 1997, he was awarded the “National ‘May 1st’ Labour Medal” (全國「五一」勞動獎章) and in 1998, he was elected as a representative in the Standing Committee of the 9th National People’s Congress. Mr. Chen has been the Chairman of the Group since November 2001. Mr. Chen did not hold any directorships in other listed companies in Hong Kong or overseas in the past three years.

Mr. Chen has entered into a service agreement with the Company for a fi xed term of three years commencing on 21 December 2010. His appointment can be terminated by not less than three months notice in writing served by either party. Mr. Chen is subject to normal retirement and re-election by rotation at the annual general meeting pursuant to the Articles of Association. Total emoluments (including salary, bonus and other benefi ts) paid to Mr. Chen for the year ended 31 December 2010 amounted to approximately RMB475,000. The remuneration package of Mr. Chen was determined by the Board with reference to his duties and responsibilities with the Company and the remuneration benchmark in the industry and the prevailing market conditions.

Saved as disclosed above, Mr. Chen does not have any relationship with any other Directors, senior management and substantial or controlling Shareholders. As at the Latest Practicable Date, Mr. Chen was interested or deemed to be interested in 143,044,000 Shares and 1,400,000 share options granted under the share option scheme adopted on 30 November 2007. Save as disclosed above, Mr. Chen had no other interests in Shares or underlying shares of the Company within the meaning of Part XV of SFO.

There is no information relating to Mr. Chen that is required to be disclosed pursuant to Rules 13.51(2) (h) to 13.51(2) (v) of the Listing Rules and there are no other matters concerning Mr. Chen that need to be brought to the attention of the Shareholders.

* the English translations of Chinese names or words in this circular, where indicated, are included for information purpose only, and should not be regarded as the offi cial English translation of such Chinese names or words.

6

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

Ms. Shuang Mei

Ms. Shuang Mei (霜梅), aged 43, is a Non-executive Director of the Company since October 2009. She served as an Executive Director of the Company before the disposal of the Company’s entire equity interest in Shenzhen Eycom Technology Co., Limited on 14 October 2009. She is now the general manager of Shenzhen Eycom Technology Co., Ltd. Ms. Shuang graduated from 南京大學 (Nanjing University) in 1991 with a bachelor’s degree in arts and started her career as a journalist for two newspapers until 1999. In 2000, she obtained a master’s degree in business administration from the University of Lancaster, and joined the Group in 2001. Ms. Shuang did not hold any directorships in other listed companies in Hong Kong or overseas in the past three years.

Ms. Shuang has entered into a service agreement with the Company for a fi xed term of three years commencing on 21 December 2010. Her appointment can be terminated by not less than three months notice in writing served by either party. Ms. Shuang is subject to normal retirement and re-election by rotation at the annual general meeting pursuant to the Articles of Association. Total emoluments (including salary, bonus and other benefi ts) paid to Ms. Shuang for the year ended 31 December 2010 amounted to approximately RMB51,000. The remuneration package of Ms. Shuang was determined by the Board with reference to his duties and responsibilities with the Company and the remuneration benchmark in the industry and the prevailing market conditions.

Saved as disclosed above, Ms. Shuang does not have any relationship with any other Directors, senior management and substantial or controlling Shareholders. As at the Latest Practicable Date, Ms. Shuang was interested or deemed to be interested in 18,424,000 Shares and 1,300,000 share options granted under the share option scheme adopted on 30 November 2007. Save as disclosed above, Ms. Shuang had no other interests in Shares or underlying shares of the Company within the meaning of Part XV of SFO.

There is no information relating to Ms. Shuang that is required to be disclosed pursuant to Rules 13.51(2) (h) to 13.51(2) (v) of the Listing Rules and there are no other matters concerning Mr. Liao that need to be brought to the attention of the Shareholders.

* the English translations of Chinese names or words in this circular, where indicated, are included for information purpose only, and should not be regarded as the offi cial English translation of such Chinese names or words.

7

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

Mr. Liao Jie

Mr. Liao Jie (廖傑), aged 43, is an Executive Director of the Company. He is also the general manager of MLCC division and is in charge of the strategic planning and development of MLCC business of the Group. Mr. Liao graduated from 華中理工大學 (Huazhong University of Science and Technology, now known as 華中科技大學) with a bachelor’s degree in engineering in June 1990. He obtained Master of Science specializing in electronics components from 華中理工大學 (Huazhong University of Science and Technology, now known as 華中科技大學) in 1993. Upon graduation, Mr. Liao joined Konka Group Company Limited as a manager, responsible for supervising the quality control of electronics raw materials. He was then transferred to the sales division to take charge of the sales in Eastern China. Mr. Liao joined the Group in October 2001 after he left Konka Group Company Limited. Mr. Liao did not hold any directorships in other listed companies in Hong Kong or overseas in the past three years.

Mr. Liao has entered into a service agreement with the Company for a fi xed term of three years commencing on 21 December 2010. His appointment can be terminated by not less than three months notice in writing served by either party. Mr. Liao is subject to normal retirement and re-election by rotation at the annual general meeting pursuant to the Articles of Association. Total emoluments (including salary, bonus and other benefi ts) paid to Mr. Liao for the year ended 31 December 2010 amounted to approximately RMB379,000. The remuneration package of Mr. Liao was determined by the Board with reference to his duties and responsibilities with the Company and the remuneration benchmark in the industry and the prevailing market conditions.

Saved as disclosed above, Mr. Liao does not have any relationship with any other Directors, senior management and substantial or controlling Shareholders. As at the Latest Practicable Date, Mr. Liao was interested or deemed to be interested in 18,000,000 Shares and 1,300,000 share options granted under the share option scheme adopted on 30 November 2007. Save as disclosed above, Mr. Liao had no other interests in Shares or underlying shares of the Company within the meaning of Part XV of SFO.

There is no information relating to Mr. Liao that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2) (v) of the Listing Rules and there are no other matters concerning Mr. Liao that need to be brought to the attention of the Shareholders.

* the English translations of Chinese names or words in this circular, where indicated, are included for information purpose only, and should not be regarded as the offi cial English translation of such Chinese names or words.

8

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

Mr. Zhang Zhilin

Mr. Zhang Zhilin (張志林), aged 60, is a Non-executive Director of the Company. He was the factory director of 上海浦東新區合慶鎮向陽村向陽電鍍廠 (Shanghai Pudong Heqing Town Xiangyang Village Xiangyang Electroplating Factory) from February 1981 to November 1985 and was also the factory director of 上海浦東美靈塑膠製品廠 (Shanghai Pudong Meiling Plastics Factory) from December 1985 to January 1994. As factory director, he was responsible for production operation and human resource management. Mr. Zhang is currently the director of 上海華勵包裝有限公司 (Shanghai Huali Packing Co., Ltd.), 上海美陽精密模具有限公司 (Shanghai Meiyang Precision Moulding Co., Ltd.), 上海匯 陽實業有限公司 (Shanghai Huiyang Industrial Co., Ltd.), 上海泰匯液晶顯示器有限公司 (Shanghai Taihui LCD Co., Ltd.), and 上海浦東美靈塑膠製品廠 (Shanghai Pudong Meiling Plastics Factory*), all of which are manufacturing companies. He was appointed as a Non-executive Director of the Company in April 2007. Mr. Zhang did not hold any directorships in other listed companies in Hong Kong or overseas in the past three years.

Mr. Zhang has entered into a service agreement with the Company for a fi xed term of three years commencing on 21 December 2010. His appointment can be terminated by not less than three months notice in writing served by either party. Mr. Zhang is subject to normal retirement and re-election by rotation at the annual general meeting pursuant to the Articles of Association. Pursuant to the service agreement, Mr. Zhang will not receive any remuneration from the Company in his capacity as a Non-executive Director.

Saved as disclosed above, Mr. Zhang does not have any relationship with any other Directors, senior management and substantial or controlling Shareholders. As at the Latest Practicable Date, Mr. Zhang was interested or deemed to be interested in 23,106,000 Shares. Save as disclosed above, Mr. Zhang had no other interests in Shares or underlying shares of the Company within the meaning of Part XV of SFO.

There is no information relating to Mr. Zhang that is required to be disclosed pursuant to Rules 13.51(2) (h) to 13.51(2) (v) of the Listing Rules and there are no other matters concerning Mr. Liao that need to be brought to the attention of the Shareholders.

* the English translations of Chinese names or words in this circular, where indicated, are included for information purpose only, and should not be regarded as the offi cial English translation of such Chinese names or words.

9

EXPLANATORY STATEMENT

APPENDIX II

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. REPURCHASE OF SHARES FROM CONNECTED PARTIES

The Listing Rules prohibit a company from knowingly purchasing Shares on the Stock Exchange from a “connected person”, that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates and a connected person is prohibited from knowingly selling his/her/its Shares to the Company.

No connected persons (as defi ned in the Listing Rules) of the Company have notifi ed the Company that they have a present intention to sell any Shares to the Company or have undertaken not to sell any Shares held by them to the Company in the event that the Repurchase Mandate is passed.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 405,500,000 fully paid Shares. Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are to be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 40,550,000 fully paid Shares.

3. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share. The Directors have no present intention to repurchase any Share pursuant to the proposed repurchase mandate and they will exercise the power to repurchase Shares only when they believe that such repurchase will benefi t the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s available cash fl ow or working capital facilities which will be funds legally available under the Cayman Islands law and the memorandum and articles of association of the Company for such purpose.

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 December 2010, being the date of its latest published audited consolidated accounts, in the event that the proposed repurchases were to be carried out in full at any time during the proposed repurchase period. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

10

EXPLANATORY STATEMENT

APPENDIX II

5. SHARE PRICES

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

	Share	Prices
Month	Highest	Lowest
	(HK$)	(HK$)
2010
March	0.84	0.79
April	0.99	0.78
May	0.97	0.74
June	0.87	0.68
July	0.86	0.77
August	0.92	0.81
September	0.84	0.79
October	0.86	0.80
November	0.80	0.73
December	0.73	0.66
2011
January	1.28	0.72
February	1.28	1.05
March (up to the Latest Practicable Date)	1.30	0.80

6. EFFECTS OF THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition pursuant to Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the controlling Shareholders, comprising Mr. Chen Weirong, Mr. Zhang Zhilin, Mr. Cheng Wusheng and Mr. Luo Chaoen who act in concert (the “Controlling Shareholder”), are aggregately interested in 51.79% of the total issued share capital of the Company. Assuming that no further Shares are issued or repurchased prior to the AGM and in the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total interest of the Controlling Shareholder would be increased to 57.55% of the total issued share capital of the Company. In such circumstances, the Controlling Shareholder will not be obliged to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors are not aware of any shareholder or a group of shareholders acting in concert who may become obliged to make a mandatory general offer under the Takeovers Code as a result of share repurchase by the Company under the Repurchase Mandate. The Directors presently have no intention to exercise the Repurchase Mandate.

11

EXPLANATORY STATEMENT

APPENDIX II

7. SHARES REPURCHASES 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 preceeding the Latest Practicable Date.

8. DIRECTOR’S UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell to the Company or its subsidiaries Shares if the Repurchase Mandate is approved by the Shareholders at the AGM.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

12

NOTICE OF AGM

EYANG HOLDINGS (GROUP) CO., LIMITED 宇陽控股（集團）有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 117)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of EYANG Holdings (Group) Co., Limited (the “Company”) will be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong, on Friday, 6 May 2011 at 2:30 p.m. for the following purpose:

1. to receive and consider the audited consolidated fi nancial statements and reports of the directors and of the auditor for the year ended 31 December 2010;

2. to declare a fi nal cash dividend of HK$3.0 cents (equivalent to approximately RMB2.5 cents) per share for the year ended 31 December 2010;

3. (a) to re-elect Mr. Chen Weirong as director;

4. (b) to re-elect Ms. Shuang Mei as director;

5. (c) to re-elect Mr. Liao Jie as director;

6. (d) to re-elect Mr. Zhang Zhilin as director; and

7. (e)

8. to re-appoint Ernst & Young as Auditors of the Company and to authorise the board of directors to fi x their remuneration;

to consider, as special business and, if thought fi t, pass the following resolutions as Ordinary Resolutions:

1. “ THAT:

2. (a) subject to paragraph (c) below, pursuant to the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as defi ned below) of all the powers of the Company to allot, issue and deal with unissued Shares and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

13

NOTICE OF AGM

• (b) the approval in paragraph (a) 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;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue 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 (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

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

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

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

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

14

NOTICE OF AGM

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fi xed by the Directors to holders of Shares on the register on a fi xed record date in proportion to their then holdings of Shares (subject to such exclusion 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 of, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

1. “ THAT:

2. (a) the exercise by the Directors during the Relevant Period of all powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “ Securities and Futures Commission ”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

4. (c) for the purposes of this resolution, “ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

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

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law or any other applicable law of the Cayman Islands to be held; and

   • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this resolution.”

15

NOTICE OF AGM

1. “ THAT subject to the ordinary resolutions no. 5 and 6 above being duly passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with Shares pursuant to resolution no. 5 above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution no. 6 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued Shares at the date of the passing of this Resolution”.

By order of the Board EYANG Holdings (Group) Co., Limited Chen Weirong Chairman

Hong Kong, 31 March 2011

Registered offi ce: Head offi ce and principal place of Cricket Square business in Hong Kong: Hutchins Drive 8th Floor PO Box 2681 Tien Chu Commercial Building Grand Cayman 173–174 Gloucester Road KY1–1111 Wanchai Cayman Islands Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certifi ed copy of that power or authority, at the offi ces of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. The register of members of the Company will be closed from Wednesday, 4 May 2011 to Friday, 6 May 2011 (both days inclusive), during which period no transfer of shares in the Company was effected. In order to be eligible to attend and vote at the annual general meeting and to qualify for the proposed fi nal dividend, all transfers, accompanied by the relevant share certifi cates, have to be lodged with the Company’s branch registrars in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, 3 May 2011.

4. In relation to proposed resolutions no. 5 and 7 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules. The Directors have no immediate plans to issue any Shares other than the Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme as may be approved by shareholders.

5. In relation to proposed resolution no. 6 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares in circumstances which they deem appropriate for the benefi t of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix II to this circular.

6. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all the resolutions set out in this notice shall be decided by poll.

16