Tomson Group Limited — Proxy Solicitation & Information Statement 2006

May 2, 2006

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this document 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 Velocity Group Limited (the “Company”), you should at once hand this document and the form of proxy accompanying with the Annual Report 2005 of the Company 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 transferee.

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

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(Incorporated in Bermuda with limited liability)

(Stock Code: 149)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

A notice convening the annual general meeting of the Company to 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. is set out on pages 58 to 60 of the Annual Report 2005 of the Company which is to be despatched with this document. Whether or not you are able to attend such meeting in person, please complete the form of proxy enclosed in the Annual Report 2005 of the Company in accordance with the instructions printed thereon and return it to 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 as soon as practicable and in any event not later than 48 hours before the time appointed for holding such meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at such meeting or any adjourned meeting thereof should you so wish.

29 April 2006

* for identification purpose only

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to 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., notice of which is set out on pages 58 to 60 of the Annual Report 2005 of the Company

• “Board”

the board of Directors

• “Bye-laws” the bye-laws of the Company

• “Companies Act” the Companies Act 1981 of the Laws of Bermuda (as amended)

• “Company” China Velocity Group Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange

• “Director(s)” director(s) of the Company

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Issuance Mandate” the general mandate proposed to be granted to the Directors to allot and issue Shares, the resolution of which is to be approved by Shareholders as set out in the notice of the Annual General Meeting

• “Latest Practicable Date” 21st April, 2006, being the latest practicable date prior to the printing of this document for ascertaining certain information for inclusion in this document

• “Listing Rules”

Rules Governing the Listing of Securities on the Stock Exchange

• “Repurchase Mandate” the general mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase Shares on the Stock Exchange during the period as set out in the Repurchase Resolution

• “Repurchase Resolution” a resolution to be proposed as ordinary resolution for the granting of Repurchase Mandate as set out in the notice of Annual General Meeting

• “Shareholder(s)” holder(s) of Shares

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DEFINITIONS

“Share(s)” share(s) of US$0.02 each in the capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Hong Kong Code on Takeovers and Mergers “US$” United States dollars, the lawful currency of the United States of America

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 149)

Executive directors:

Mr. Chan Yeung Nam (Chairman) Mr. Fu Jie Pin (Chief Executive Officer)

Independent non-executive directors:

Mr. Tang Cheung Fai[#] Mr. Lam Ping Cheung[#] Mr. Jee Wangue[#]

Principal place of business in Hong Kong: Room 901, 9/F, China Merchants Tower, Shun Tak Centre Sheung Wan Hong Kong

Registered office:

# Audit committee member

Cedar House 41 Cedar Avenue Hamilton HM12 Bermuda

29 April 2006

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

The purpose of this letter is to give all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions to be proposed at the Annual General Meeting relating to: (i) granting the Issuance Mandate and the Repurchase Mandate and (ii) the proposed re-election of retiring Directors.

GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 27th May, 2005, a general mandate was given to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the forthcoming Annual General Meeting.

* for identification purpose only

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LETTER FROM THE BOARD

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors authority to repurchase up to 10% of the share capital of the Company in issue as at the date of passing of the Repurchase Resolution.

The Repurchase Mandate will, if granted, remain in effect until 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 Bye-Laws or any applicable law to be held; and (iii) its revocation or variation by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement in relation to the Repurchase Mandate as required by the relevant provisions of the Listing Rules is set out in the Appendix I to this document.

GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 27th May, 2005, a general mandate was given to the Directors to exercise the powers of the Company to issue Shares. Such mandate will lapse at the conclusion of the forthcoming Annual General Meeting.

At the Annual General Meeting, an ordinary resolution will also be proposed that the Directors be given a general mandate to allot and issue Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the resolution granting the Issuance Mandate.

The Issuance Mandate will, if granted, remain effective until 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 Bye-Laws or any applicable law to be held; and (iii) its revocation or variation by an ordinary resolution of the Shareholders in general meeting.

In addition, if the Repurchase Mandate is granted, an ordinary resolution will be proposed at the Annual General Meeting authorising that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issuance Mandate.

With respect to the Issuance Mandate, the Directors wish to state that they have no present intention of exercising the Issuance Mandate to allot Shares in the share capital of the Company.

RE-ELECTION OF DIRECTORS

Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this document.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting is set out on pages 58 to 60 of the Annual Report 2005 of the Company for the purpose of considering, among other things, and, if thought fit, passing

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LETTER FROM THE BOARD

the resolutions in respect of (i) the granting of Issuance Mandate and Repurchase Mandate and (ii) the re-election of retiring Directors to be proposed at the Annual General Meeting.

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed in the Annual Report 2005 of the Company which is despatched with this document. Whether or not you are able to attend the Annual General Meeting in person, please complete the form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong at Room 901, 9/F, China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong as soon as possible and in any event, not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting 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 adjourned meeting thereof should you so wish.

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

• (i) by the chairman of the meeting ;or

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

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

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

RECOMMENDATION

Having regard to the information described above and in Appendix I and II, the Board recommends the Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board China Velocity Group Limited Chan Yeung Nam Chairman

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EXPLANATORY STATEMENT RELATING TO GRANT OF REPURCHASE MANDATE

APPENDIX I

1. SHARE CAPITAL

As at the Latest Practicable Date there were 277,408,596 Shares in issue and, assuming that no additional Shares will be issued or repurchased prior to the date of the Repurchase Resolution being passed, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 27,740,859 Shares.

2. FUNDING OF REPURCHASES

Bermuda law provides that the amount of capital repaid in connection with the repurchase of Shares may only be paid out of either the capital paid up on the relevant Shares, or out of the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of Shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company. Further, no purchases by the Company of its Shares may be effected if, on the date on which the purchase is to be effected, there are reasonable grounds for believing that the Company is, or after the purchase would be, unable to pay its liabilities as they become due.

In repurchasing Shares, the Company may only apply funds legally available for such purposes in accordance with its memorandum of association and Bye-Laws and the applicable laws of Bermuda. The Directors propose that repurchases of Shares under the Repurchase Mandate shall be financed from the Company’s internal resources.

There might be material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts for the year ended 31st December, 2005, in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

3. UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases of Shares pursuant to the Repurchase Resolution in accordance with the Listing Rules and all applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates presently intend to sell Shares to the Company or its subsidiaries in the event that the Repurchase Resolution is approved by the Shareholders.

The Company has not been notified by any connected persons of the Company either 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 Repurchase Resolution is approved by the Shareholders.

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EXPLANATORY STATEMENT RELATING TO GRANT OF REPURCHASE MANDATE

APPENDIX I

4. EFFECT OF THE TAKEOVERS CODE

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

As at the Latest Practicable Date, 52.2% of the entire issued shares of the Company was held by controlling Shareholders and, assuming full exercise of the Repurchase Mandate, 58.0% will be held by such Shareholders.

The Directors are aware of the consequences which may arise under the Takeovers Code as a result of any repurchases made pursuant to the Repurchase Mandate. In the event that the Repurchase Mandate is implemented in full, the number of Shares held by the public would not fall below 25 per cent.

5. SHARE PRICES

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

	Per	Share
	Highest traded	Lowest traded
Period	price	price
	HK$	HK$
2005
April	0.960	0.800
May	0.930	0.570
June	0.830	0.620
July	0.960	0.550
August	0.600	0.600
September	0.600	0.360
October	0.600	0.365
November	0.750	0.600
December	0.850	0.750
2006
January	0.850	0.700
February	0.900	0.650
March	0.900	0.760

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EXPLANATORY STATEMENT RELATING TO GRANT OF REPURCHASE MANDATE

APPENDIX I

6. SHARE REPURCHASES MADE BY THE COMPANY

No purchase of Shares has been made by the Company during the last six months prior to the Latest Practicable Date, whether on the Stock Exchange or otherwise.

7. REASONS FOR REPURCHASES

The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. The Directors have no present intention of repurchasing any Shares under the Repurchase Mandate.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The particulars of the directors proposed to be re-elected at the Annual General Meeting to be held on 26th May, 2006 are as follows:

• (1) Mr. Chan Yeung Nam, aged 50, joined the Group as Chairman of the Company in December 2003. Mr. Chan has over 12 years of experience in the business of building construction, real estate and related services in the PRC. He is also a director of Shenzhen Huayu Investment & Development Co., Ltd., a company engaged in the business of infrastructure development and property investment and development in the PRC since 1993.

Mr. Chan’s appointment has no fixed term. He will be subject to retirement by rotation and reelection at annual general meeting of the Company in accordance with the Bye-laws.

As at the Latest Practicable Date, Mr. Chan interested in 144,943,418 Shares within the meaning of Part XV of the Securities and Futures Ordinance, representing about 52.2% of the total issued share capital of the Company. In addition to his directorship with the Company, Mr. Chan holds directorships of all subsidiaries of the Company. In the past three years, Mr. Chan has not held any directorship in any publicly listed companies.

Mr. Chan does not have any information to disclose pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. There are no other matters of significance concerning the Director that need to be brought to the attention to shareholders.

Mr. Chan’s emoluments comprise an annual salary of HK$1,200,000, which will be reviewed annually by the Board, and a discretionary bonus. His emoluments are determined by reference to his experience and duties with the Company.

• (2) Mr. Tang Cheung Fai, aged 55, appointed as an independent non-executive director and the chairman of the Audit Committee of the Company in December 2003, is a member of Architects and Surveyors Institute of London. He is also a founding partner and the vice-chairman of Prudential Surveyors Group of Companies. He has over 30 years of experience in property, development, consultancy, property valuation and agency. He had been a senior partner of A.G. Wilkinson & Associates and an associate director of Debenture Towson & Tam, firms have long established Chartered Surveyors Practices.

There is no service agreement between the Company and Mr. Tang and his appointment as independent non-executive director has no fixed term. Notwithstanding the aforesaid, Mr. Tang will retire and be eligible for re-election at the Company’s annual general meetings in accordance with the Bye-laws.

Other than the relationship arising from his being an independent non-executive director, Mr. Tang does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Tang is not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the Securities and Futures Ordinance. Apart from his directorship with the Company, Mr. Tang has not held any directorship in any publicly listed companies.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Tang does not have any information to disclose pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. There are no other matters of significance concerning the Director that need to be brought to the attention to shareholders.

Mr. Tang’s emoluments comprise an annual salary of HK$100,000, which will be reviewed annually by the Board, and a discretionary bonus. His emoluments are determined by reference to his experience and duties with the Company.

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