Tomson Group Limited — AGM Information 2006

Apr 26, 2006

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(Incorporated in Bermuda with limited liability)

(Stock Code: 149)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “AGM”) of China Velocity Group Limited (the “Company”) will be held at Room 901, 9/F, China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Friday, 26th May, 2006 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditors of the Company for the year ended 31st December, 2005.

2. To re-elect retiring directors and to authorise the board of directors of the Company to fix the remuneration of directors of the Company.

3. To re-appoint auditors and to authorise the board of directors of the Company to fix the remuneration of auditors of the Company.

4. As special business, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:

5. A. “ THAT :

   • (a) subject to sub-paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot and issue additional shares of US$0.02 each in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power, be and is hereby generally and unconditionally approved;

   • (b) the approval in sub-paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power 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 an option or otherwise) and issued by the directors of the Company pursuant to the approval in sub-paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares pursuant to the exercise of the subscription rights under any of the share option schemes of the Company; (iii) an issue of share upon the exercise of rights of conversion under the terms of any securities which are convertible into shares of the Company; or (iv) any scrip

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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 Bye-laws of the Company in force from time to time shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier 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 Bye-Laws of the Company or any applicable law to be held; and

• (iii) the revocation or variation of the authority set out in this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company 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).”

• B. “ THAT :

• (a) subject to sub-paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company to be purchased by the Company pursuant to the approval in sub-paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

• (c) for the purposes of this resolution:

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

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  - (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 Bye-Laws of the Company or any applicable law to be held; and

  - (iii) the revocation or variation of the authority set out in this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• C. “ THAT conditional upon resolutions numbered 4A and 4B in the notice convening this meeting being passed, the aggregate nominal amount of the issued shares in the share capital of the Company which are repurchased by the Company under the authority granted to the directors of the Company as mentioned in the said resolution numbered 4B above shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to the resolution numbered 4A in the notice convening this meeting.”

• To transact any other ordinary business of the Company.

By order of the Board Sin Ka Man Company Secretary

Hong Kong, 25th April, 2006

Registered Office:

Principal place of business in Hong Kong:

Cedar House Room 901, 9/F 41 Cedar Avenue China Merchants Tower Hamilton HM12 Shun Tak Centre Bermuda Sheung Wan Hong Kong

Notes:

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

2. To be valid, a form of proxy must be deposited at the Company’s principal place of business in Hong Kong at Room 901, 9/F China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or any adjournment of such meeting.

3. An explanatory statement as required by the Rules Governing the Listing of Securities on the Stock Exchange in connection with the proposed repurchase mandate under resolution numbered 4B will be despatched to members together with the Annual Report 2005 of the Company.

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The directors of the Company as at the date of this notice are as follows:

Executive Directors: Independent Non-Executive Directors: Chan Yeung Nam Tang Cheung Fai Fu Jie Pin Lam Ping Cheung Jee Wengue

* for identification purpose only

Please also refer to the published version of this announcement in the China Daily.

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