Tomson Group Limited — AGM Information 2009

Apr 29, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tomson Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer 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 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.

Tomson Group

TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

Executive Directors: Hsu Feng (Chairman and Managing Director) Tong Albert (Vice-Chairman) Tong Chi Kar Charles Chuang Hsiao-Chen

Independent Non-Executive Directors: Tung Wai Yee Cheung Siu Ping, Oscar Lee Chan Fai

Registered office: Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Principal place of business in Hong Kong: Rooms 1501-2 and 1507-12 15th Floor, Wing On Centre 111 Connaught Road Central Hong Kong

30th April, 2009

To shareholders

Dear Sir/Madam

ANNUAL GENERAL MEETING, RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, INCREASE IN AUTHORISED SHARE CAPITAL AND AMENDMENTS TO ARTICLES OF ASSOCIATION

INTRODUCTION

An annual general meeting of Tomson Group Limited (the “Company”) will be held at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 5th June, 2009 at 2:30 p.m. (the “2009 Annual General Meeting”). This circular is issued

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with the purposes of providing you with information relating to the following resolutions to be proposed at the 2009 Annual General Meeting and giving you the notice of the meeting:

• (i) to re-elect retiring Directors of the Company;

• (ii) to grant general mandates to the Board of Directors of the Company (the “Board”) to issue and to repurchase shares of HK$0.50 each in the capital of the Company (the “Share(s)”) up to a maximum of 20 per cent and 10 per cent of the issued share capital of the Company as at the date of the 2009 Annual General Meeting respectively and to extend the said issue mandate by adding those Shares that may be repurchased under the said repurchase mandate;

• (iii) to increase the authorised share capital of the Company; and

• (iv) to amend the Articles of Association of the Company.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 99 of the Articles of Association of the Company, Mr Tong Chi Kar Charles, being an executive Director of the Company appointed by the Board in October 2008, shall hold office only until the next following annual general meeting of the Company after his appointment and will therefore retire at the 2009 Annual General Meeting. Being eligible, he offers himself for re-election.

Pursuant to Article 116 of the Articles of Association of the Company, Mr Chuang Hsiao-Chen and Mr Lee Chan Fai, being the Directors of the Company who have been longest in office since their last election, will retire by rotation at the 2009 Annual General Meeting. Being eligible, they offer themselves for re-election.

Ordinary resolutions will therefore be proposed at the 2009 Annual General Meeting to re-elect Mr Tong, Mr Chuang and Mr Lee as the Directors of the Company and their details are set out in Appendix I to this circular.

GENERAL MANDATES

At the last annual general meeting of the Company held on 23rd May, 2008, general mandates were granted to the Board to (i) allot, issue and otherwise deal with additional Shares and (ii) repurchase the Shares. These general mandates will expire at the conclusion of the 2009 Annual General Meeting or on revocation or variation of the approval of granting such mandates by an ordinary resolution of the shareholders of the Company, whichever is the earlier.

The Board therefore proposes to seek your approval of three ordinary resolutions at the 2009 Annual General Meeting to grant it general mandates:

• (i) to allot, issue and deal with additional Shares up to a maximum of 20 per cent of the issued share capital of the Company as at the date of the 2009 Annual General Meeting (the “Share Issue Mandate”);

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• (ii) to repurchase on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) the Shares up to a maximum of 10 per cent of the issued share capital of the Company as at the date of the 2009 Annual General Meeting (the “Share Repurchase Proposal”); and

• (iii) to extend the Share Issue Mandate by adding those Shares that may be repurchased under the Share Repurchase Proposal (the “Extension of Share Issue Mandate”).

An explanatory statement in connection with the aforesaid general mandates is set out in the Appendix II to this circular.

INCREASE IN AUTHORISED SHARE CAPITAL

An ordinary resolution will be proposed at the 2009 Annual General Meeting to increase the authorised share capital of the Company from HK$750 million to HK$1,000 million by the creation of an additional 500 million new Shares so as to increase the flexibility of issuing further Shares by the Company. The proposal is set out in Resolution (8) in the notice of the 2009 Annual General Meeting.

AMENDMENTS TO ARTICLES OF ASSOCIATION

A special resolution will be proposed at the 2009 Annual General Meeting to amend the Company’s Articles of Association in order to ensure compliance with the recent amendments to the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) and certain applicable regulations, and to allow flexibility of convening general meetings of the Company.

Details of the proposed amendments to the Articles of Association of the Company are set out in Resolution (9) in the notice of the 2009 Annual General Meeting and the major amendments include:

• (i) to revise the minimum period of notice of general meetings of the Company that notice to shareholders shall be sent, in the case of annual general meetings at least twenty-one days or twenty clear business days before the meeting, whichever is the longer; in the case of general meetings for the passing of a special resolution at least twenty-one days before the meeting; and at least fourteen days or ten clear business days for all other general meetings, whichever is the longer;

• (ii) to stipulate a mandatory requirement of voting by poll on all resolutions at all general meetings of the Company;

• (iii) to allow the Directors of the Company to participate in the general meetings of the Company by means of a video conferencing system or similar communications equipment;

• (iv) to allow recognised clearing house to appoint multiple proxies to attend and vote at any general meetings of the Company; and

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• (v) to regulate the retirement of Directors of the Company at general meetings that any Director appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board) and that every Director shall be subject to retirement by rotation at least once every three years.

ANNUAL GENERAL MEETING

The notice convening the 2009 Annual General Meeting is set out on pages 10 to 16 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by way of poll. The chairman of the 2009 Annual General Meeting will therefore demand a poll for all resolutions to be put to the vote at the meeting pursuant to the Articles of Association of the Company. An announcement on the poll vote results will be made by the Company after the 2009 Annual General Meeting.

A form of proxy for use at the 2009 Annual General Meeting and the Annual Report for 2008 of the Company are being sent to the shareholders of the Company together with this circular. Whether or not you are able to attend the 2009 Annual General Meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the office of the Company in Hong Kong at Rooms 1507-12, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 2:30 p.m. on Thursday, 4th June, 2009. Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2009 Annual General Meeting in person, if you so wish.

RECOMMENDATION

The Board considers that the re-election of the retiring Directors, the Share Issue Mandate, the Share Repurchase Proposal, the Extension of Share Issue Mandate and the proposals for increase in authorised share capital and amendments to the Articles of Association of the Company are all in the best interests of the Company and its shareholders and accordingly recommends all the shareholders of the Company to vote in favour of the relevant resolutions to be proposed at the 2009 Annual General Meeting.

Yours faithfully For and on behalf of the Board of

TOMSON GROUP LIMITED Hsu Feng Chairman and Managing Director

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INFORMATION OF RETIRING DIRECTORS

APPENDIX I

The information of the three retiring Directors of the Company proposed to be re-elected at the 2009 Annual General Meeting is set out as follows:

• (1) Mr Tong Chi Kar Charles (“Mr Tong”), aged 28, has been appointed an executive Director of the Company and a member of the executive committee of the Board since October 2008. He has joined the Group since December 2000 and has participated in property trading and business management of the Shanghai office of the Group. He is the Executive Associate General Manager of the Shanghai office of the Group and acts as a director of a number of subsidiaries of the Company.

Mr Tong is a son of Madam Hsu Feng, Chairman of the Board and Managing Director of the Company, and the elder brother of Mr Tong Albert, Vice-Chairman of the Board and executive Director of the Company. All of them are or are deemed to be substantial shareholders of Rivera (Holdings) Limited which is one of the substantial shareholders of the Company.

Mr Tong together with Madam Hsu Feng and Mr Tong Albert are considered to be parties acting in concert pursuant to the Securities and Futures Ordinance (the “SFO”). As at 27th April, 2009, being the latest practicable date prior to the printing of this circular (the “Latest Practicable Date”), Mr Tong was interested and taken to be interested in a total of 638,415,960 Shares within the meaning of Part XV of the SFO, including 29,300,000 Shares which are issuable upon exercises of share options granted under the share option scheme of the Company. Amongst which, Mr Tong holds a share option to subscribe for 13,000,000 Shares.

Apart from the aforesaid disclosure, as at the Latest Practicable Date, Mr Tong had no relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Mr Tong has entered into a service contract with the Company. He is entitled to an annual basic salary of HK$695,500 plus other benefits in kind, as emoluments for his services in management of the Company in his capacity as an executive Director of the Company, as determined by the remuneration committee of the Board with reference to his responsibilities and market conditions. In addition, he is entitled to an annual salary of RMB130,000 for his services rendered to the subsidiaries of the Company in Shanghai, as approved by the remuneration committee of the Board.

• (2) Mr Chuang Hsiao-Chen , aged 61, has been appointed a Director of the Company since April 1998 and a member of the executive committee of the Board since June 2005. He has joined the Group since May 1993 and now acts as an executive Director of the Company and a director of a number of subsidiaries of the Company. He is a director and the general manager of Tomson Golf (Shanghai) Limited, which is a wholly-owned subsidiary of the Company and is engaged in the operation of Tomson Shanghai Pudong Golf Club and the development of Tomson Golf Villas in Pudong, Shanghai. He has extensive experience in sport and recreational activities and has been engaged in management of the golf club and development of golf villas in the Mainland China in recent years.

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INFORMATION OF RETIRING DIRECTORS

APPENDIX I

As at the Latest Practicable Date, Mr Chuang had neither any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at Latest Practicable Date, Mr Chuang held an option to subscribe for 2,000,000 Shares under the share option scheme of the Company and therefore he was interested in those Shares within the meaning of Part XV of the SFO.

Mr Chuang has not entered into any service contract with the Company nor does he receive any emolument in his capacity as a Director of the Company. Nevertheless, he is entitled to an annual salary of HK$1,033,760 and RMB364,000 for his services in management of the subsidiaries of the Company, as approved by the remuneration committee of the Board.

• (3) Mr Lee Chan Fai , aged 46, has been appointed as an independent non-executive Director of the Company and a member of each of the audit committee and remuneration committee of the Board since December 2005. He is a member of The Hong Kong Institute of Architects and is qualified as a Registered Architect in Hong Kong and a First Class Registered Architect in the Mainland China. Mr Lee has acted as a director of Marco Asia Limited and J&P Architects Limited since 1990’s and has been appointed as a director of JSP Architects Limited since 2008. He has extensive experience in architectural design.

As at the Latest Practicable date, Mr Lee had neither any relationship with any Directors, senior management or substantial or controlling shareholders of the Company nor any interests in the Shares within the meaning of Part XV of the SFO.

Mr Lee has not entered into any service contract with the Company and is now entitled to an annual director’s fee of HK$99,600, which is determined by the Board under the authorisation of the shareholders of the Company with reference to his responsibilities and market conditions.

Save for being Directors of the Company, the aforesaid retiring Directors of the Company did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas over the last three years. They have not been appointed for any specific term of office but are subject to retirement by rotation and eligible for re-election at the annual general meetings of the Company pursuant to the Articles of Association of the Company.

Save as disclosed herein, there is neither other information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules nor other matter that needs to be brought to the attention of the shareholders of the Company.

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EXPLANATORY STATEMENT FOR GENERAL MANDATES

APPENDIX II

As at the Latest Practicable Date, there were 1,323,509,940 Shares in issue.

SHARE ISSUE MANDATE

Should the Share Issue Mandate be granted at the 2009 Annual General Meeting and on the assumption that the number of Shares in issue as at the Latest Practicable Date remains unchanged up to the date of the meeting, the Board is empowered to issue, subject to the limit of the authorised capital of the Company, a maximum of 264,701,988 new Shares, otherwise than pursuant to (i) a rights issue; or (ii) an exercise of rights of subscription or conversion under the terms of any warrant or other securities issued by the Company; or (iii) an exercise of subscription rights under any share option scheme of the Company; or (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company, during the period up to the conclusion of the next following annual general meeting of the Company unless it is otherwise revoked or varied by a resolution of the shareholders of the Company.

In addition, subject to the passing at the 2009 Annual General Meeting of the proposed resolutions regarding the Share Repurchase Proposal and the Extension of Share Issue Mandate, the aforesaid limit of the Share Issue Mandate would be extended to include the number of the Shares that may be purchased under the Share Repurchase Proposal.

The Board currently has no immediate plans to issue any new Shares under the Share Issue Mandate.

SHARE REPURCHASE PROPOSAL

In accordance with the Listing Rules, this section serves as an explanatory statement to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the Share Repurchase Proposal.

(1) Share Repurchase Mandate

Subject to the passing of the Share Repurchase Proposal and on the assumption that no Shares will be issued or repurchased prior to the date of the 2009 Annual General Meeting, the Company will be allowed under a general mandate to repurchase a maximum of 132,350,994 fully paid up Shares, representing not more than 10 per cent of the issued share capital of the Company as at the date of the 2009 Annual General Meeting, during the period up to the conclusion of the next following annual general meeting of the Company, or the expiration of the period within which the next following annual general meeting of the Company is required by law to be held, or the revocation or variation of the approval granted under the Share Repurchase Proposal by the shareholders of the Company, whichever is the earlier.

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EXPLANATORY STATEMENT FOR GENERAL MANDATES

APPENDIX II

The Board believes that the Share Repurchase Proposal is in the best interests of the Company and its shareholders. There have been occasions when the Shares were trading at a substantial discount to their underlying net asset value. Repurchases of Shares may enhance the Company’s net asset value per Share and earnings per Share. In these circumstances, the ability of the Company to repurchase the Shares can be beneficial to those shareholders who retain their investment in the Company since their possible percentage interest in the assets of the Company would increase in proportion to the number of the Shares repurchased by the Company. Furthermore, the Board’s exercise of the mandate granted under the Share Repurchase Proposal would lead to an increased volume of trading in the Shares on the Stock Exchange. The Board is seeking a general mandate to repurchase the Shares to give the Company the flexibility to do so if and when appropriate and the Board has no present intention to do so.

The Board expects there to be an adverse impact on the working capital or gearing position of the Company, as compared with the position disclosed in the audited consolidated financial statements of the Company for the year ended 31st December, 2008 as a result of repurchases made under the Share Repurchase Proposal if the mandate is exercised in full. However, no purchase would be made in circumstances that would have a material adverse impact on the working capital or gearing position of the Company unless the Board considers that such purchases would be in the best interests of the Company notwithstanding such material adverse impact.

(2) Funding of Repurchases

In repurchasing the Shares, the Company will only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association and the Companies Law of the Cayman Islands which provide that the Shares may be repurchased out of the share premium and/or the profits of the Company, and/or out of the proceeds of a fresh issue of the Shares made for this purpose and/or even out of the capital paid up on the repurchased Shares. The Board proposes to repurchase the Shares out of the share premium and/or the retained profit of the Company.

(3) Undertaking and Intention of Connected Parties

The Board has undertaken to the Stock Exchange to exercise the powers of the Company to make purchases pursuant to the Share Repurchase Proposal in accordance with the Listing Rules and all applicable laws of the Cayman Islands.

None of the Directors of the Company nor, to the best of their knowledge having made all reasonable enquiries, any of their associates presently intend to sell the Shares to the Company under the Share Repurchase Proposal in the event that the Share Repurchase Proposal is approved by the shareholders of the Company.

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them, to the Company in the event that the Share Repurchase Proposal is approved by the shareholders of the Company.

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EXPLANATORY STATEMENT FOR GENERAL MANDATES

APPENDIX II

(4) Effect of Takeovers Code

If as a result of a repurchase of the Shares, a shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purpose of the Code on Takeovers and Mergers of Hong Kong (the “Takeovers Code”).

As at the Latest Practicable Date, the single largest shareholder of the Company, together with her close relatives and companies controlled by her, was interested in the Shares representing approximately 46.02% of the issued share capital of the Company. On the assumption that the number of Shares in issue remains unchanged from the Latest Practicable Date up to the expiry of the period when the mandate to be granted under the Share Repurchase Proposal remains in force and in the event that the Board exercises in full the power to repurchase the Shares pursuant to the mandate to be granted under the Share Repurchase Proposal, their shareholdings would be increased to approximately 51.14% of the then issued share capital of the Company. Accordingly, such shareholder and parties acting in concert become obliged to make a general offer for the Shares under Rule 26 of the Takeovers Code if the mandate is exercised in full. The Board has no present intention to exercise the power to repurchase the Shares to such an extent as would result in takeover obligations.

(5) Market Prices

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months are as follows:

	Highest	Lowest
	traded price	traded price
	HK$	HK$
April 2008	2.83	1.90
May 2008	2.80	2.20
June 2008	2.36	1.98
July 2008	2.20	1.86
August 2008	2.09	1.89
September 2008	2.02	1.48
October 2008	1.86	0.95
November 2008	1.30	1.05
December 2008	1.60	1.15
January 2009	1.64	1.35
February 2009	1.62	1.42
March 2009	1.83	1.38
April 2009 (up to the Latest Practicable Date)	2.00	1.73

(6) Purchases of Shares made by the Company

The Company did not purchase any Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

Tomson Group TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Tomson Group Limited (the “Company”) will be held at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 5th June, 2009 at 2:30 p.m. for the following purposes:

• (1) To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31st December, 2008 together with the reports of the Directors and Auditor thereon;

• (2) To declare a final dividend of the Company for the year ended 31st December, 2008;

• (3) To re-elect retiring Directors of the Company and to fix the Directors’ fees;

• (4) To re-appoint Auditor of the Company and to authorise the Board of Directors of the Company to fix their remuneration;

• (5) As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution :

“ THAT :

• (a) subject to paragraph (c) of this Resolution, the exercise by the Board of Directors of the Company (the “Board”) during the Relevant Period of all the powers of the Company to allot, issue and otherwise deal with additional shares of HK$0.50 each in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the Board during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers to allot, issue and deal with additional shares of the Company after the end of the Relevant Period;

• (c) the aggregate number of shares in the capital of the Company to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue; or (ii) an exercise of rights of subscription or conversion under the terms of any warrant or other securities issued by the Company carrying a right to subscribe for or purchase the shares

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NOTICE OF ANNUAL GENERAL MEETING

of the Company; or (iii) an exercise of subscription rights under any share option scheme of the Company; or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in the capital of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20 per cent of the aggregate number of issued shares of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose 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 Articles of Association of the Company or any applicable law to be held; and

• (iii) the revocation or variation of the approval granted under this Resolution by an ordinary resolution of the members of the Company in general meeting; and

“Rights Issue” means the allotment, issue or grant of shares of the Company pursuant to an offer (open for a period fixed by the Board) made to the holders of shares of the Company or any class thereof on the Register of Members of the Company on a fixed record date pro rata to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Board 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).”;

• (6) As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution :

“ THAT :

• (a) the exercise by the Board of Directors of the Company during the Relevant Period of all the powers of the Company to purchase its own shares of HK$0.50 each on The Stock Exchange of Hong Kong Limited, subject to paragraph (b) of this Resolution and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares in the capital of the Company to be purchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent of the aggregate number of issued shares in the capital of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purpose 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 Articles of Association of the Company or any applicable law to be held; and

  • (iii) the revocation or variation of the approval granted under this Resolution by an ordinary resolution of the members of the Company in general meeting.”;

• (7) As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution upon the passing of Resolutions (5) and (6) set out in this notice:

“ THAT the general mandate granted to the Board of Directors of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company under Resolution (5) set out in the notice convening this Meeting be and is hereby extended by the addition thereto of an amount representing all those number of shares in the capital of the Company which may from time to time be purchased by the Company pursuant to the approval granted under Resolution (6) set out in the notice convening this Meeting.”;

• (8) As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution :

“ THAT the authorised share capital of the Company be and is hereby increased from HK$750,000,000 to HK$1,000,000,000 by the creation of a further 500,000,000 new shares of HK$0.50 each in the capital of the Company.”; and

• (9) As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as a special resolution :

“ THAT the Articles of Association of the Company be and are hereby amended in the following manner:

• (a) by deleting Article 3 in its entirety and substituting therefor the following:

• “3. The authorised capital of the Company is HK$1,000,000,000 divided into 2,000,000,000 shares of HK$0.50 each.”;

• (b) by deleting the words “and that any holder of the shares of the class present in person or by proxy may demand a poll” immediately after the words “issued shares of that class” in the sixteenth line of Article 6;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) by deleting Article 73 in its entirety and substituting therefor the following:

• “73. Subject to such other minimum period as may be specified in the Listing Rules from time to time: (a) an annual general meeting shall be called by not less than twenty-one days’ notice or twenty clear business days’ notice, whichever is the longer; (b) a meeting called for the passing of a special resolution shall be called by not less than twenty-one days’ notice; and (c) a meeting other than an annual general meeting or a meeting called for the passing of a special resolution shall be called by not less than fourteen days’ notice or ten clear business days’ notice, whichever is the longer. The notice should be in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, particulars of the resolutions to be considered at the meeting, and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting to such persons as are, under these Articles, entitled to receive such notices from the Company provided that, if permitted by the rules of the Stock Exchange, a meeting of the Company notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:

  • (i) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and

  • (ii) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent in nominal value of the shares giving that right.”;

• (d) by adding the following Article 77A with a margin note of “Participation of Directors” immediately after Article 77:

• “77A. Each Director shall be entitled to attend and speak at any general meetings of the Company and at any separate meetings of the holders of any class of securities of the Company. The Directors may participate in any general meetings of the Company or any meetings of the holders of any class of securities of the Company by means of a video conferencing system or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.”;

• (e) by deleting Article 80 together with its margin note in their entirety and substituting therefor a margin note of “Voting by poll” and the following:

• “80. At any general meeting a resolution put to the vote of the meeting shall be decided by way of a poll.”;

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NOTICE OF ANNUAL GENERAL MEETING

• (f) by deleting Article 81 in its entirety and substituting therefor the following:

• “81. A poll shall (subject as provided in Article 82) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time (not being more than thirty days from the date of the meeting or adjourned meeting at which the resolution put to the vote of the meeting) and place, as the Chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting.”;

• (g) by deleting Article 82 in its entirety and substituting therefor the following:

• “82. Any poll voting on the election of a Chairman of a meeting or on any question of adjournment shall be taken at the meeting and without adjournment.”;

• (h) by deleting Article 83 in its entirety and substituting therefor the following:

• “83. In the case of an equality of votes, the Chairman of the meeting shall be entitled to a second or casting vote.”;

• (i) by deleting Article 84 together with its margin note in their entirety and marking a note “(Deleted by a Special Resolution passed on 5th June, 2009)”;

• (j) by deleting the words “on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a representative duly authorised pursuant to Article 96 shall have one vote, and” immediately after the words “at any general meeting” in the fourth line of Article 85;

• (k) by deleting the words “whether on a show of hands or” immediately after the words “may vote,” in the fourth line of Article 88;

• (l) by inserting the words “or by a duly authorised representative in the case of a corporation” immediately after the words “or by proxy” in the sixth line of Article 90;

• (m) by deleting Article 92 in its entirety and substituting therefor the following:

• “92. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place as is specified in the notice of meeting or in the instrument of proxy issued by the Company not less than twentyfour hours (or such longer period as the Directors may decide but not more than the maximum limit as may from time to time be permitted by the Law) before the time for holding the meeting or adjourned meeting (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from

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NOTICE OF ANNUAL GENERAL MEETING

the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within twelve months from such date.”;

• (n) by deleting the words “to demand or join in demanding a poll and” immediately after the words “to confer authority” in the third line of Article 94;

• (o) by deleting Article 96(ii) in its entirety and substituting therefor the following:

• “96(ii) Where a recognised clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or any legislation in Hong Kong substituted therefor from time to time) or its nominee(s) is a holder of any securities of any one class of the Company, it may authorise such person or persons as it thinks fit to act as its representative(s) or proxy(ies) at any general meetings of the Company or any meetings of any class of holders of any securities of the Company, as the case may be, provided that, if more than one person is so authorised, the authorisation or proxy form must specify the number and class of securities of the Company in respect of which each such person is so authorised. The person so authorised will be deemed to have been duly authorised without the need of producing any documents of title, notarized authorisation and/or further evidence for substantiating the facts that it is duly authorised and will be entitled to exercise the same power on behalf of the recognised clearing house or its nominees(s) as that clearing house or its nominee(s) could exercise if it were an individual holder of any securities of the Company.”;

• (p) by deleting the last sentence of Article 99 and substituting therefor the following:

“Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company in the case of filling a casual vacancy or until the next following annual general meeting of the Company in the case of an addition to the Board and shall then be eligible for re-election at that meeting provided that any Director who so retires shall not be taken into account in determining which particular Director or the number of Directors to retire by rotation at such meeting in case of an annual general meeting.”; and

• (q) by deleting the first sentence of Article 116 and substituting therefor the following:

“At each annual general meeting one-third of the Directors for the time being or, if their number is not three or a multiple of three, then the nearest number to but not less than one-third shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years.”.”.

By Order of the Board of TOMSON GROUP LIMITED Lee Yuen Han Company Secretary

Hong Kong, 30th April, 2009

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. In order for it to be valid, the form of proxy, accompanied by a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the office of the Company in Hong Kong at Rooms 1507-12, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 2:30 p.m. on Thursday, 4th June, 2009.

3. Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a poll, every member (no matter present in person or by proxy or (being a corporation) by a duly authorised representative) shall have one vote for every fully-paid share of which he is the holder.

4. In the case of joint holders of a share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at any meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the Register of Members of the Company in respect of such share will be accepted to the exclusion of the votes of the other joint holder(s).

5. An explanatory statement regarding the proposals of re-electing the retiring Directors, granting the general mandates to issue new shares and to repurchase own shares, increase in authorised capital and amendments to the Articles of Association of the Company will be despatched to the members of the Company together with this notice.

6. The Articles of Association of the Company is written in English and the Chinese version of the proposed amendments to the Articles of Association is a translation for reference only. Should there be any discrepancies, the English version will prevail.

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