Tristate Holdings Limited — Proxy Solicitation & Information Statement 2008

Jul 29, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yeebo (International Holdings) Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

YEEBO (INTERNATIONAL HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 259)

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

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Yeebo (International Holdings) Limited (the “Company”) to be held at Ming Room, 4th Floor, Sheraton Hong Kong, 20 Nathan Road, Kowloon, Hong Kong on Tuesday, 9th September, 2008 at 10:00 a.m. at which the above proposals will be considered is set out in Appendix III to this circular.

A form of proxy for the Annual General Meeting is also enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Branch Share Registrars in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

30th July, 2008

CONTENTS

			Page
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
APPENDIX I	–	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX II	–	DETAILS OF DIRECTORS PROPOSED
		TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX III	–	NOTICE OF 2008 ANNUAL GENERAL MEETING . . . . .	9

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LETTER FROM THE BOARD

YEEBO (INTERNATIONAL HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 259)

Directors: FANG Hung, Kenneth, GBS, JP LI Kwok Wai, Frankie LEUNG Tze Kuen TIEN Pei Chun, James, _GBS, JP_ CHU Chi Wai, Allan LAU Yuen Sun, Adrian*

• Independent Non-executive Director

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Principal Office in Hong Kong:

7th Floor On Dak Industrial Building 2-6 Wah Sing Street Kwai Chung New Territories Hong Kong

30th July, 2008

To the shareholders

Dear Sir or Madam,

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

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the 2008 Annual General Meeting of the Company to be held on Tuesday, 9th September, 2008 (the “AGM”), as required by the relevant rules set out in the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”). These include (i) ordinary resolutions relating to the granting to the directors of the Company (the “Directors”) general mandates for the repurchase of the Company’s share of HK$0.20 each (the “Shares”) and the issue of Shares; and (ii) ordinary resolution relating to the re-election of the retiring Directors.

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LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed that the Directors be granted a general and unconditional mandate to exercise all powers of the Company to repurchase on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares of the Company may be listed, Shares up to a maximum of 10 per cent. of the issued share capital of the Company as at the date of passing of the relevant resolution (the “Repurchase Mandate”).

GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution will also be proposed that the Directors be granted a general and unconditional mandate to issue, allot and dispose of Shares up to a maximum of 20 per cent. of the issued share capital of the Company as at the date of passing of the relevant resolution (the “Issue Mandate”). On the basis that there is no change in the issued share capital of the Company from 24th July, 2008, being the latest practicable date prior to the printing of this circular (the “Latest Practicable Date”) to the date of passing the relevant resolution, the maximum number of Shares that may be issued pursuant to the Issue Mandate is 202,231,034.

In addition, an ordinary resolution will be proposed at the AGM adding any Shares repurchased under the Repurchase Mandate to the Issue Mandate. The Repurchase Mandate and the Issue Mandate would continue in force 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 law or the Bye-laws to be held; and (iii) its revocation or variation by ordinary resolution of the shareholders of the Company (the “Shareholders”) in a general meeting.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed general mandate to repurchase Shares is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the AGM.

RE-ELECTION OF RETIRING DIRECTORS

In relation to Resolution Number 3 as set out in the notice of the AGM, Mr. Li Kwok Wai, Frankie and Mr. Chu Chi Wai, Allan will retire from office as Directors at the AGM and being eligible, will offer themselves for re-election pursuant to Bye-law 87 of the Bye-laws.

Details of the retiring Directors, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

NOTICE OF ANNUAL GENERAL MEETING

Notice of the AGM is set out in Appendix III to this circular. A proxy form for appointing proxy is dispatched with this circular and published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you intend to attend the AGM, you are requested to

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LETTER FROM THE BOARD

complete the proxy and return it to the Company’s Branch Share Registrars in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or the adjourned meeting. Completion and return of a proxy form will not preclude you from attending and voting at the meeting and at any adjournment thereof if you so wish.

PROCEDURE FOR DEMANDING A POLL

Pursuant to Bye-law 66 of the Bye-laws, a resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (a) the chairman of such meeting; or

• (b) at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or

• (c) a Shareholder or Shareholders present in person or, in the case of a Shareholder being a corporation, by its duly authorized representative or by proxy and representing not less than one tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy and holding Shares 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 shares conferring that right.

RECOMMENDATION

The Directors consider that the proposed granting of the general mandates to the Directors to repurchase Shares and to issue Shares, and the re-election of the retiring Directors are all in the best interests of the Company and the Shareholders. The Directors therefore recommend the Shareholders to vote in favor of the all the proposed resolutions as set out in the notice of the AGM.

Yours faithfully, For and on behalf of the Board Li Kwok Wai, Frankie Director

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EXPLANATORY STATEMENT

APPENDIX I

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

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 1,011,155,171 Shares in issue.

Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed a repurchase a maximum of 101,115,517 Shares, representing 10% of the issued share capital of the Company.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company’s bye-laws and the applicable laws of Bermuda. Under the laws of Bermuda, the repurchased shares will be cancelled and the Company’s issued share capital will be reduced by the nominal value of those repurchased shares accordingly. However, the aggregate amount of the Company’s authorized capital will not be reduced.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the Annual Report for the year ended 31st March, 2008) 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 requirements of the Company or the gearing levels of the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The following table shows the highest and the lowest prices at which the Shares have been traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date:

	Share prices per Share	Share prices per Share
Month	Highest	Lowest
	HK$	HK$
2007
July	0.73	0.65
August	0.73	0.65
September	0.73	0.65
October	0.74	0.61
November	0.62	0.60
December	0.60	0.58
2008
January	0.74	0.54
February	0.54	0.54
March	0.54	0.54
April	0.50	0.50
May	0.55	0.52
June	0.55	0.50
July (up to Latest Practicable Date)	0.50	0.48

5. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquires, any of their associates, has any present intention to sell any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda, and in accordance with the regulations set out in the bye-laws of the Company.

The Company has not been notified by any connected person (as defined in the Listing Rules) that such a person has a present intention to sell, or has undertaken not to sell, any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.

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APPENDIX I

EXPLANATORY STATEMENT

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Hong Kong Code on Takeovers and Mergers (the “Code”). Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Code.

As at the Latest Practicable Date, Antrix Investment Limited (“Antrix”), a company beneficially owned by Messrs. Fang Hung, Kenneth and Li Kwok Wai, Frankie, together with parties acting in concert with it (including but not limited to Messrs. Fang Hung, Kenneth and Li Kwok Wai, Frankie) held a beneficial interest of 749,050,381 Shares in, representing approximately 74.08 per cent. of the issued share capital of the Company. If the Repurchase Mandate were exercised in full, the relevant percentage would increase to 82.31 per cent. Any repurchase of Shares by the Company will not oblige Antrix to make a general offer. The Directors are not aware of any consequences which would give rise to any obligation to make a mandatory offer in accordance with Rule 26 of the Code. The Directors have no intention to exercise the Repurchase Mandate to such extent which will result in less than 25 per cent. of the Shares being held by public.

Save as disclosed above, the Directors are currently not aware of any consequence which will arise under the Code as a result of any purchase made under the Repurchase Mandate.

No Shares had been repurchased by the Company, whether on the Stock Exchange or otherwise, in the last six months preceding the date of this circular.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

1. Mr. LI Kwok Wai, Frankie

Mr. LI Kwok Wai, Frankie, is offering himself for re-election as an Executive Director. Mr. Li, aged 50, is the Chief Executive Officer of the Group. He graduated from the Hong Kong University majoring in Business Management and has substantial experience in banking and corporate finance. Mr. Li joined the Group in November 1995. Mr. Li has been a director of Ascalade Communications Inc., a company listed in the Toronto Stock Exchange, from April 2005 to February 2008. Save for the above, Mr. Li did not hold any directorships in any other listed public companies in the last three years.

Mr. Li does not have a service contract with the Group. His total emolument for the year ended 31st March 2008 amounted to HK$1,539,720 which was arrived at on the basis of the prevailing market rate with reference to his experience and duties. Mr. Li’s emolument is subject to the review by the board of Directors from time to time. He has no fixed term of Director’s service with the Company and is subject to retirement and re-election by Shareholders at the annual general meetings of the Company at least once every three years. As at the Latest Practicable Date, the interests of Mr Li in the securities if the Company were as follows:

	No. of
	Ordinary
	Shares Held
Personal interests	31,228,013
Corporate interests	697,692,368
	(Note)

Note: Mr Li beneficially owns 49% of Antrix Investment Limited, which owns 697,692,368 ordinary shares in the Company.

Save as disclosed above, Mr. Li did not have any interests in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr Li does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Li and the Company are not aware of any other matters that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

2. Mr. CHU Chi Wai, Allan

Mr. CHU Chi Wai, Allan, is offering himself for re-election as an Independent Non-executive Director of the Company. Mr. Chu, aged 56, was first appointed in August 1998. He has over 36 years’ experience in the electronics industry. Mr. Chu is the founder and Chairman of A-Team Holding Limited, a company engaged in the manufacture of electronic products and investment holding. Mr. Chu did not hold any directorships in any other listed public companies in the last three years.

Mr. Chu does not have a service contract with the Company. He is subject to retirement and re-election by Shareholders at the annual general meetings of the Company at least once every three years. His total emolument would be HK$150,000 per annum which is arrived at on the basis of the prevailing market rate with reference to his experience and duties. Mr. Chu’s emolument is subject to the review by the board of Directors from time to time. As at the Latest Practicable Date, Mr. Chu did not have any interests in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Chu does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Chu and the Company are not aware of any other matters that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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NOTICE OF 2008 ANNUAL GENERAL MEETING

APPENDIX III

YEEBO (INTERNATIONAL HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 259)

NOTICE OF 2008 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2008 Annual General Meeting (the “Meeting”) of Yeebo (International Holdings) Limited (the “Company”) will be held at Ming Room, 4th Floor, Sheraton Hong Kong, 20 Nathan Road, Kowloon, Hong Kong on Tuesday, 9th September, 2008 at 10:00 a.m. for the following purposes:

1. To consider and adopt the audited financial statements and the reports of the Directors and auditors for the year ended 31st March, 2008.

2. To declare a final dividend.

3. (i) To re-elect Mr. Li Kwok Wai, Frankie, as an Executive Director.

4. (ii) To re-elect Mr. Chu Chi Wai, Allan as an Independent Non-executive Director.

5. To authorise the Board of Directors to fix the Directors’ remuneration.

6. To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the Board of Directors to fix their remuneration.

7. As special business, to consider and if thought fit, pass the following resolution as an ordinary resolution:

“ THAT

• (a) the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all powers and authority of the Company to purchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with paragraph (b) of this Resolution, all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time) or of any other stock exchange, be and is hereby generally and unconditionally approved and authorized;

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NOTICE OF 2008 ANNUAL GENERAL MEETING

APPENDIX III

• (b) the aggregate nominal amount of shares 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 nominal share capital of the Company in issue as at the date of passing of this Resolution and the authority pursuant to paragraph (a) shall be limited accordingly; and

• (c) for the purpose of this Resolution, “Relevant Period” means the period from 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 expiry 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; or

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

• As special business, to consider and if thought fit, pass the following resolution as an ordinary resolution:

“ THAT

• (a) a general mandate be and is hereby unconditionally given to the Directors to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to issue, allot and dispose of shares in the capital of the Company (including making and granting offer agreements and options which would or which might require shares to be issued, allotted or disposed of, whether during the Relevant Period or thereafter) otherwise than pursuant to:

• (i) a rights issue where shares are offered to Shareholders on a fixed record date in proportion to their then holdings of shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard, as appropriate, to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or stock exchange in, or in any territory outside, Hong Kong);

• (ii) any share option scheme or similar arrangement established by the Company and approved by the Stock Exchange;

• (iii) any issue of shares in the Company upon the exercise of subscription rights attaching to any warrants of the Company which may be issue from time to time; or

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NOTICE OF 2008 ANNUAL GENERAL MEETING

APPENDIX III

  - (iv) any scrip dividend scheme or similar arrangement implemented in accordance with the bye-laws of the Company;

• (b) the aggregate nominal amount of the share capital issued, allotted or disposed of pursuant to paragraph (a) of this Resolution shall not exceed 20 per cent. of the aggregate of the nominal amount of the issued share capital of the Company as at the date of passing of this Resolution;

• (c) for the purposes of this Resolution, “Relevant Period” means the period from 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 expiry 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; or

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

• As special business, to consider and if thought fit, pass the following resolutions as an ordinary resolution:

“ THAT conditional upon Resolution Numbers 6 and 7 being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot shares pursuant to Resolution Number 7 be and is hereby extended by the addition to the aggregate nominal value of the share capital which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution Number 6 provided that such amount so purchased shall not exceed 10 per cent. of the aggregate nominal value of the issued share capital of the Company at the date of this Resolution.”

By order of the Board Lau Siu Ki, Kevin Company Secretary

Hong Kong 30th July, 2008

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NOTICE OF 2008 ANNUAL GENERAL MEETING

APPENDIX III

Notes:

• (1) A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a Shareholder. In order to be valid, the form of proxy must be deposited with the Company’s Branch Share Registrars in Hong Kong, Tricor Secretaries Limited, at 26 Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong together with any power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority, not less than 48 hours before the time for holding the Meeting or adjournment thereof.

• (2) The register of Members of the Company will be closed from Friday, 5th September, 2008 to Tuesday, 9th September, 2008 both days inclusive, during which period no transfer of shares will be affected. All transfers accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrars in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration no later than 4:00p.m. on Thursday, 4th September, 2008.

The Directors as at date of this notice are Mr. Fang Hung, Kenneth, GBS, JP , Mr. Li Kwok Wai, Frankie and Mr Leung Tze Kuen being the Executive Directors; and The Hon. Tien Pei Chun, James, GBS, JP , Mr. Chu Chi Wai, Allan and Mr. Lau Yuen Sun, Adrian being the Independent Non-executive Directors.

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