Tsun Yip Holdings Limited — Proxy Solicitation & Information Statement 2011

Dec 19, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Tsun Yip Holdings Limited (進業控股有限公司), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

TSUN YIP HOLDINGS LIMITED 進 業 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8356)

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 5 of this circular.

A notice convening the EGM to be held at 10:00 a.m. on Monday, 16 January 2012 at Room 3, United Conference Centre Limited, 10/F, United Centre, 95 Queensway, Hong Kong is set out on page 6 of this circular. A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish and in such case, the form of proxy shall be deemed to be revoked.

This circular in both English and Chinese will remain on the GEM website at http://www.hkgem.com on the ‘‘Latest Company Announcements’’ page for at least 7 days from the date of its posting and the Company’s website at http://www.tsunyip.hk.

20 December 2011

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

		Page
CHARACTERISTICS OF GEM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
DEFINITIONS . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE EGM . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

– ii –

DEFINITIONS

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

‘‘Announcement’’	the announcement of the Company dated 9 December 2011 in
	relation to, among other things, completion of the acquisition of
	the Target Company and the Change of Name
‘‘Board’’	the board of Directors
‘‘Change of Name’’	the proposed change of English name of the Company from
	‘‘Tsun Yip Holdings Limited’’ to ‘‘CNC Holdings Limited’’ and
	the Chinese name of the Company from ‘‘進業控股有限公司’’ to
	‘‘中國新華電視控股有限公司’’
‘‘China Xinhua NNC’’	China Xinhua News Network Co., Limited (中國新華新聞電視網
	有限公司), a company incorporated in Hong Kong and a
	substantial Shareholder
‘‘Company’’	Tsun Yip Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability, the issued shares of which
	are listed on GEM
‘‘Director(s)’’	director(s) of the Company
‘‘EGM’’	an extraordinary general meeting of the Company to be convened
	for the purpose of considering and, if thought fit, approving the
	Change of Name
‘‘GEM’’	the Growth Enterprise Market of the Stock Exchange
‘‘GEM Listing Rules’’	The Rules Governing the Listing of Securities on GEM
‘‘Group’’	the Company and its subsidiaries
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the People’s
	Republic of China
‘‘HK$’’	Hong Kong Dollars, the lawful currency of Hong Kong
‘‘Share(s)’’	ordinary share(s) of HK$0.001 each in the share capital of the
	Company
‘‘Shareholder(s)’’	holder(s) of the Shares
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Target Company’’	Xinhua TV Asia-Pacific Operating Co., Limited, a company
	incorporated in Hong Kong and a wholly-owned subsidiary of the
	Company

– 1 –

DEFINITIONS

• ‘‘Television Broadcasting Business’’

• ‘‘Television Broadcasting Right’’

• ‘‘Television Programmes’’

the business of broadcasting the Television Programmes on television channels operated by television broadcasting companies in return for advertising and related income

the right granted by China Xinhua NNC to the Target Company for broadcasting information contents from Xinhua News Agency under China Xinhua News Network Worldwide Channel (中國新 華新聞電視網環球頻道) on television channels in the Asia Pacific region (excluding the People’s Republic of China)

the information contents that the Target Company is permitted to broadcast from time to time pursuant to the Television Broadcasting Right

– 2 –

LETTER FROM THE BOARD

TSUN YIP HOLDINGS LIMITED 進 業 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8356)

Executive Directors:

Mr. Wu Jin Cai Mr. Zou Chen Dong Ms. Wu Xu Hong Mr. Kan Kwok Cheung

Mr. Cheng Ka Ming, Martin

Mr. Chia Thien Loong, Eric John Mr. Hui Chi Kwong

Non-executive Director: Ms. Liang Hui

Independent non-executive Directors:

Mr. Chan Hon Yuen

Mr. Chu Siu Lun, Ivan Mr. Hau Chi Kit

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong:

Flat 314, 3/F Fuk Shing Commercial Building 28 On Lok Mun Street Fanling, New Territories Hong Kong

20 December 2011

To the Shareholders,

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement. The purpose of this circular is to provide you with the information relating to the special resolution to be proposed at the EGM for the Change of Name and to give you the notice convening the EGM.

– 3 –

LETTER FROM THE BOARD

CHANGE OF NAME OF THE COMPANY

The Proposal

The Board proposes to change the English name of the Company from ‘‘Tsun Yip Holdings Limited’’ to ‘‘CNC Holdings Limited’’ and the Chinese name of the Company from ‘‘進業控股有限公 司’’ to ‘‘中國新華電視控股有限公司’’.

Conditions

The Change of Name is subject to the satisfaction of the following conditions:

1. the passing of a special resolution by the Shareholders approving the Change of Name at the EGM; and

2. the Registrar of Companies in the Cayman Islands approving the use of the proposed new English and Chinese names of the Company.

Subject to the approval of the Registrar of Companies in the Cayman Islands, the Change of Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters both new English and Chinese name(s) of the Company on the register of companies in place of the existing English and Chinese names of the Company. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Reasons for the Change of Name

The Board believes that the proposed new English and Chinese names of the Company will give the Shareholders, investors and the public a new corporate image and identity which can better reflect the diversification of the Group’s businesses into the Television Broadcasting Business following the completion of the acquisition of the Target Company. The Board further believes that by leveraging on the ‘‘CNC’’ and ‘‘新華’’ brand name of Xinhua News Agency, the Target Company could save brand development and marketing costs in promoting the Television Programmes to potential television broadcasting companies, advertising companies and advertising clients.

The Board believes that the Change of Name is in the interest of the Company and the Shareholders as a whole.

Effects on the Change of Name

The Change of Name will not affect any of the rights of the Shareholders. After the Change of Name becoming effective, all existing share certificates bearing the present name of the Company will continue to be evidence of title to the Shares and will continue to be valid for trading, settlement and registration purposes and the rights of the Shareholders will not be affected as a result of the Change of Name. Should the Change of Name become effective, any issue of new share certificates thereafter will be in the new name of the Company. There will not be any arrangement for free exchange of existing share certificates for new share certificates under the new name of the Company.

– 4 –

LETTER FROM THE BOARD

Further announcement will be published by the Company regarding the results of the EGM, the effective date of the Change of Name and the change of its stock short name for trading of the Shares on the Stock Exchange.

EGM

The Change of Name is subject to, among other matters, the passing of a special resolution by the Shareholders by way of poll at the EGM. Set out on page 6 of this circular is a notice of the EGM to be held at 10:00 a.m. on Monday, 16 January 2012 at Room 3, United Conference Centre Limited, 10/F, United Centre, 95 Queensway, Hong Kong at which a special resolution will be proposed to approve the Change of Name. To the best of the Directors’ knowledge, no Shareholder is required to abstain from voting on the special resolution to approve the Change of Name at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s branch registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as practicable and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish and in such case, the form of proxy shall be deemed to be revoked.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Board considers that the Change of Name is in the interests of the Company and the Shareholders as a whole, and therefore recommends the Shareholders to vote in favour of the special resolution approving the Change of Name at the EGM.

Yours faithfully, By Order of the Board Tsun Yip Holdings Limited Zou Chen Dong CEO and Executive Director

– 5 –

NOTICE OF THE EGM

TSUN YIP HOLDINGS LIMITED 進 業 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8356)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Tsun Yip Holdings Limited (進業控股有限公司) (the ‘‘Company’’) will be held at 10:00 a.m., on Monday, 16 January 2012, at Room 3, United Conference Centre Limited, 10/F, United Centre, 95 Queensway, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon the relevant approval of the Registrar of Companies in the Cayman Islands being obtained, the name of the Company be changed from ‘‘Tsun Yip Holdings Limited 進業控股有限公司’’ to ‘‘CNC Holdings Limited 中國新華電視控股有限公司’’, and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements as he/she/ they consider in his/her/their absolute discretion necessary or expedient to give effect to the aforesaid change of name of the Company."

By Order of the Board Tsun Yip Holdings Limited Zou Chen Dong CEO and Executive Director

Hong Kong, 20 December 2011

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on behalf of him. A proxy needs not be a member of the Company.

2. A form of proxy for use at the meeting is enclosed.

3. To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. As at the date of this notice, the board of directors of the Company comprises Mr. Wu Jin Cai, Mr. Zou Chen Dong, Ms. Wu Xu Hong, Mr. Kan Kwok Cheung, Mr. Cheng Ka Ming, Martin, Mr. Chia Thien Loong, Eric John and Mr. Hui Chi Kwong being executive directors; Ms. Liang Hui being non-executive director and Mr. Chan Hon Yuen, Mr. Chu Siu Lun, Ivan and Mr. Hau Chi Kit being independent non-executive directors.

5. The voting on the resolution at the EGM shall be conducted by way of poll.

– 6 –