Tsun Yip Holdings Limited — Proxy Solicitation & Information Statement 2011

Jun 27, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If 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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tsun Yip Holdings Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or 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.

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8356)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ALLOT AND ISSUE NEW SHARES AND

REPURCHASE BY THE COMPANY OF ITS OWN SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Room 3, United Conference Centre Limited, 10/F, United Centre, 95 Queensway, Hong Kong on Wednesday, 17 August 2011 at 10:30 a.m. is set out on pages 15 to 18 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment 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 adjournment thereof should you so wish.

This circular will remain on the GEM website at http://www.hkgem.com on the ‘‘Latest Company Announcements’’ page for seven days from the date of its publication and on the website of the Company at http://www.tsunyip.hk

28 June 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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Characteristics of GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Explanatory statement for the Repurchase Mandate . . . . . . . . . . . . . . . . .	7
Appendix II — Particulars of Directors for re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

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

• ‘‘AGM’’ or the annual general meeting of the Company to be convened and ‘‘Annual General Meeting’’ held on Wednesday, 17 August 2011 at 10:30 a.m. to consider and, if thought fit, approve, among other things, the proposed grant of the General Mandate and the Repurchase Mandate and the proposed re-election of Directors

• ‘‘Articles of Association’’ the articles of association of the Company, and the ‘‘Article’’ shall mean an article of the Articles of Association

• ‘‘associate(s)’’ has the meaning ascribed to this term under the GEM Listing Rules

• ‘‘Board’’ the board of Directors from time to time ‘‘Company’’ Tsun Yip Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM

• ‘‘Director(s)’’ the director(s) of the Company from time to time ‘‘GEM’’ Growth Enterprise Market of the Stock Exchange ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM ‘‘General Mandate’’ the general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of the relevant resolution granting of such general mandate by the Shareholders

• ‘‘Group’’ the Company and all of its subsidiaries from time to time ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Latest Practicable Date’’ 17 June 2011, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

‘‘PRC’’ the People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, Macau Special Administrative Region and Taiwan ‘‘Registrar’’ the branch registrar of the Company in Hong Kong, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong

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DEFINITIONS

‘‘Repurchase Mandate’’	the repurchase mandate proposed to be granted to the Directors at
	the AGM to exercise the power of the Company to repurchase up
	to a maximum of 10% of the issued share capital of the Company
	as at the date of passing of the relevant resolution granting of
	such repurchase mandate by the Shareholders
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
’’Share(s)’’	ordinary share(s) of HK$0.001 each in the share capital of the
	Company
‘‘Shareholder(s)’’	holder(s) of the Share(s) from time to time
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Takeovers Code’’	the Hong Kong Code on Takeovers and Mergers
‘‘TY Civil’’	Tsun Yip Civil Construction Company Limited, a company
	incorporated in Hong Kong with limited liability on 16 June
	2000 and an indirect wholly-owned subsidiary of the Company
‘‘TYW’’	Tsun Yip Waterworks Construction Company Limited, a company
	incorporated in Hong Kong with limited liability on 6 February
	1996 and an indirect wholly-owned subsidiary of the Company
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘%’’	per cent.

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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. Kan Kwok Cheung Mr. Cheng Ka Ming, Martin Mr. Chia Thien Loong, Eric John Mr. Hui Chi Kwong

Independent non-executive Directors:

Mr. Hau Chi Kit Mr. Lim Hung Chun Mr. Lo Ho Chor

Registered office: Cricket Square Hutchins Drive PO 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

28 June 2011

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATES TO ALLOT AND ISSUE NEW SHARES AND REPURCHASE BY THE COMPANY OF ITS OWN SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to seek the Shareholders’ approval for, among other things, (i) the granting of the General Mandate and the Repurchase Mandate to the Directors and (ii) the re-election of Directors.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for the granting of the General Mandate and the Repurchase Mandate, the reelection of Directors and the notice of the AGM.

GENERAL MANDATE AND REPURCHASE MANDATE

At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the General Mandate and the Repurchase Mandate.

General Mandate

At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the General Mandate) to allot, issue and deal with unissued Shares or underlying Shares (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles of Association) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the issued Shares as at the date of granting of the General Mandate.

In addition, a separate ordinary resolution will further be proposed for extending the General Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.

As at the Latest Practicable Date, the Company has an aggregate of 992,000,000 Shares in issue. Subject to the passing of the resolutions for the approval of the General Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the General Mandate to allot, issue and deal with a maximum of 198,400,000 Shares.

Repurchase Mandate

At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the issued Shares as at the date of granting of the Repurchase Mandate.

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 99,200,000 Shares.

The General Mandate (including the extended General Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (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,

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LETTER FROM THE BOARD

the Companies Law (Revised) of the Cayman Islands or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first (the ‘‘Relevant Period’’).

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

According to Article 83(3), any Director appointed by the Board to fill a casual vacancy on the Board shall hold office until the first general meeting of the Shareholders after his appointment and be subject to re-election at such meeting.

In accordance with Article 83(3), Mr. Kan Kwok Cheung, Mr. Cheng Ka Ming, Martin, Mr. Chia Thien Loong, Eric John, Mr. Hui Chi Kwong, Mr. Hau Chi Kit, Mr. Lim Hung Chun and Mr. Lo Ho Chor shall retire from office at the AGM. Being eligible, each of Mr. Kan Kwok Cheung, Mr. Cheng Ka Ming, Martin, Mr. Chia Thien Loong, Eric John, Mr. Hui Chi Kwong, Mr. Hau Chi Kit, Mr. Lim Hung Chun and Mr. Lo Ho Chor will offer himself/herself for re-election as an executive/independent nonexecutive Director (as the case may be).

At the AGM, ordinary resolutions will be proposed to re-elect each of Mr. Kan Kwok Cheung, Mr. Cheng Ka Ming, Martin, Mr. Chia Thien Loong, Eric John, Mr. Hui Chi Kwong, Mr. Hau Chi Kit, Mr. Lim Hung Chun and Mr. Lo Ho Chor as an executive/independent non-executive Director (as the case may be).

Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

AGM

A notice convening the AGM to be held at Room 3, United Conference Centre Limited, 10/F, United Centre, 95 Queensway, Hong Kong on Wednesday, 17 August 2011 at 10:30 a.m. is set out on pages 15 to 18 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the granting of the General Mandate (including the extended General Mandate) and the Repurchase Mandate and the re-election of Directors.

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

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LETTER FROM THE BOARD

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.

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 Company. 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 Directors consider the proposed grant of the General Mandate (including the extended General Mandate) and the Repurchase Mandate and the proposed re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully For and on behalf of the Board of Tsun Yip Holdings Limited Kan Kwok Cheung Chairman and Executive Director

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

This Appendix I serves as an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM authorising the proposed Repurchase Mandate.

This explanatory statement contains all information pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules which is set out as follows:

1. NUMBER OF SHARES WHICH MAY BE REPURCHASED

Exercise in full of the Repurchase Mandate, on the basis of 992,000,000 Shares in issue as at the Latest Practicable Date, would result in 99,200,000 Shares (representing approximately 10% of the issued share capital of the Company as at the date of passing of the resolution), being repurchased by the Company during the period prior to the next annual general meeting of the Company following the passing of the resolution approving the Repurchase Mandate.

2. REASONS FOR PROPOSED REPURCHASE OF SHARES

The Directors believe that it is in the interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on GEM. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share.

The Repurchase Mandate will only be exercised when the Directors believe that such purchases will benefit the Company and the Shareholders as a whole. The Directors have no present intention to repurchase any Shares.

3. SOURCE OF FUNDS

In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with its Articles of Association, the laws of the Cayman Islands and the GEM Listing Rules. The laws of the Cayman Islands provide that the amount of capital paid in connection with a repurchase of Shares may only be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the laws of the Cayman Islands. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Shares are repurchased in the manner provided for in the laws of the Cayman Islands. The Company will not purchase the Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

4. EFFECT OF EXERCISING THE REPURCHASE MANDATE

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 financial statements contained in the annual report of the Company for the year ended 31 March 2011) in the event that the Repurchase Mandate is exercised in full at any time during the Relevant Period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

5. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquires, any of their respective associates (as defined in the GEM Listing Rules), has any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders at the AGM.

6. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Articles of Association, the GEM Listing Rules and the applicable laws of the Cayman Islands.

7. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If, as a result of a repurchase of Shares, pursuant to the Repurchase Mandate, 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 the Takeovers Code.

As a result, a Shareholder, or a group of Shareholders acting in concert (within that term’s meaning under the Takeovers Code), depending on the level of increase in the Shareholders’ interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge of the Company, the following Shareholder(s) is/are interested in more than 10% of the Shares then in issue. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the total interests of such Shareholder(s) in the Shares would be increased to approximately the percentage set out in the last column as follows:

Name of Shareholder(s) Shunleetat (BVI) Limited Mr. Kan Kwok Cheung Mr. Chia Thien Loong, Eric John Chuwei (BVI) Limited Mr. Cheng Ka Ming, Martin	Note 1 1 2 3 3	Number of Shares 409,200,000 (L) 409,200,000 (L) 171,120,000 (L) 163,680,000 (L) 163,680,000 (L)	Approximate percentage of shareholding 41.25% 41.25% 17.25% 16.50% 16.50%	Approximate percentage of shareholding if the Repurchase Mandate is exercised in full
				45.83% 45.83% 19.17% 18.33% 18.33%

(L) denotes long position

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

Notes:

1. Shunleetat (BVI) Limited (‘‘Shunleetat’’) is wholly and beneficially owned by Mr. Kan Kwok Cheung. Accordingly, Mr. Kan Kwok Cheung is deemed to be interested in the 409,200,000 Shares held by Shunleetat (BVI) Limited.

2. Mr. Chia Thien Loong, Eric John is the sole beneficial owner of Lotawater (BVI) Limited and Purplelight (BVI) Limited which hold 93,000,000 and 78,120,000 Shares respectively. Accordingly, Mr. Chia Thien Loong, Eric John is deemed to be interested in the aggregate of 171,120,000 Shares held by Lotawater (BVI) Limited and Purplelight (BVI) Limited.

3. Chuwei (BVI) Limited is wholly and beneficially owned by Mr. Cheng Ka Ming, Martin. Accordingly, Mr. Cheng Ka Ming, Martin is deemed to be interested in the 163,680,000 Shares held by Chuwei (BVI) Limited.

On the basis that the issued share capital of the Company remains unchanged up to date of the AGM, in the event that the Repurchase Mandate is exercised in full, the attributable shareholding of Shunleetat and Mr. Kan Kwok Cheung would be increased to approximately 45.83% of the issued share capital of the Company. Such increase would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

However, as at the Latest Practicable Date, the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of any of the above Shareholder(s) or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.

The Directors are not aware of any consequences which could arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate in full.

8. NO PURCHASES OF SHARES BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the previous six months preceding the Latest Practicable Date.

9. CONNECTED PERSON

No connected persons (as defined in the GEM Listing Rules) has notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders at the AGM.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

10. SHARE PRICES

The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve months were as follows:

	Highest	Lowest
	HK$	HK$
2010
August (Note)	0.222	0.153
September	0.163	0.135
October	0.211	0.138
November	0.349	0.210
December	0.350	0.245
2011
January	0.300	0.230
February	0.310	0.239
March	0.300	0.240
April	0.260	0.240
May	0.345	0.241
June (up to the Latest Practicable Date)	0.260	0.241

Note: The Company is listed on the GEM on 30 August 2010.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

Detail of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

(1) Mr. Kan Kwok Cheung (‘‘Mr. Kan’’)

Mr. Kan, aged 46, is the founder of the Group. Mr. Kan is the chairman of the Board and is responsible for the overall business planning and corporate strategy of the Group. Mr. Kan formed TYW and TY Civil in 1996 and 2000 respectively and has been the director of both companies since their formation. Mr. Kan has over 21 years of experience in handling civil engineering projects of various types.

Mr. Kan has entered into a service contract with the Company for an initial term of three years commencing from 11 August 2010, and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other or three months’ salary being payment in lieu of notice. In addition, Mr. Kan has entered into an employment contract with TYW to act as the director of TYW for a continuous term commencing from 6 February 1996 until terminated by not less than thirty days’ notice in writing served by either party on the other or thirty days’ salary being payment in lieu of notice

Save as disclosed, Mr. Kan does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors, senior management or substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Kan has deemed interests of 409,200,000 Shares, representing approximately 41.25% of the entire issued share capital of the Company. Save as disclosed herein, Mr. Kan does not have any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

(2) Mr. Cheng Ka Ming, Martin (‘‘Mr. Cheng’’)

Mr. Cheng, aged 60, is the vice-chairman of the Board and an executive Director and is responsible for the business management and corporate development of the Group. Mr. Cheng joined the Group as a director of TYW and a director of TY Civil in May 2009. Mr. Cheng obtained a bachelor’s degree in civil engineering from the National Cheng Kung University, Taiwan in 1973 and a master’s degree in analytical soil mechanics from the King’s College, University of London in 1975. He has over 30 years of experience in the construction industry. Mr. Cheng was an independent non-executive director and a member of the audit committee of a Hong Kong listed company, namely Ming Hing Waterworks Holdings Limited (now named as Mongolia Investment Group Limited) (stock code: 402), from 1 October 2008 to 20 February 2009.

Mr. Cheng has entered into a service contract with the Company for an initial term of three years commencing from 11 August 2010, and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other or three months’ salary being payment in lieu of notice. In addition, Mr. Cheng has entered into an employment contract with TYW to act as the director of TYW for a continuous term commencing from 1 May 2009 until terminated by not less than thirty days’ notice in writing served by either party on the other or thirty days’ salary being payment in lieu of notice.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

Save as disclosed, Mr. Cheng does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors, senior management or substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Cheng has deemed interests of 163,680,000 Shares, representing approximately 16.50% of the entire issued share capital of the Company. Save as disclosed herein, Mr. Cheng does not have any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

(3) Mr. Chia Thien Loong, Eric John (‘‘Mr. Chia’’)

Mr. Chia, aged 41, is the chief executive officer of the Group, an executive Director and the compliance officer of the Group and is responsible for overseeing the overall project management and the daily operation as well as the financial and compliance aspects of the Group. Mr. Chia has over 15 years of experience in corporate finance, management and investment and he joined the Group as director of TYW and TY Civil in May 2009. Mr. Chia graduated with a degree of Bachelor of Science in accounting and finance from Purdue University, Indiana, the United States of America in 1994.

Mr. Chia has entered into a service contract with the Company for an initial term of three years commencing from 11 August 2010, and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other or three months’ salary being payment in lieu of notice. In addition, Mr. Chia has entered into an employment contract with TYW to act as the director of TYW for a continuous term commencing from 1 May 2009 until terminated by not less than thirty days’ notice in writing served by either party on the other or thirty days’ salary being payment in lieu of notice.

Save as disclosed, Mr. Chia does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors, senior management or substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Chia has deemed interests of 171,120,000 Shares, representing approximately 17.25% of the entire issued share capital of the Company. Save as disclosed herein, Mr. Chia does not have any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

(4) Mr. Hui Chi Kwong (‘‘Mr. Hui’’)

Mr. Hui, aged 29, graduated from The Hong Kong University of Science and Technology with a bachelor of engineering in computer science (information engineering) in 2006. Mr. Hui has over five years of experience in insurance and investment sales.

Mr. Hui has entered into a service contract with the Company for an initial term of three years commencing from 2 June 2011, and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other or three months’ salary being payment in lieu of notice.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

Save as disclosed, Mr. Hui does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors, senior management or substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Hui does not have any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

(5) Mr. Hau Chi Kit (‘‘Mr. Hau’’)

Mr. Hau, aged 39, has been appointed by the Company as the independent non-executive Director on 16 May 2011. He graduated from University of Oregon, the United States of America, with a bachelor of science in economics in 1994, passed a common professional examination in College of Law, Guildford, the United Kingdom, in 1999 and obtained a postgraduate certificate in laws from The University of Hong Kong in 2000. During the period from 2002 to 2008, Mr. Hau practiced as a barrister-at-law in Hong Kong. Prior to becoming a barrister, Mr. Hau worked at the Securities and Futures Commission. Currently, Mr. Hau is a solicitor in private practice. Mr. Hau was appointed as an independent non-executive director and was redesignated as a non-executive director of Amax Entertainment Holdings Limited (stock code: 959), a company listed on the Main Board of the Stock Exchange, on 29 August 2008 and 6 October 2008 respectively. He resigned from the above directorship on 30 March 2009. He has not, by himself or through his firm in which he practices, provided professional services to the Company during the year ended 31 March 2011.

Save as disclosed, Mr. Hau does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors, senior management or substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Hau does not have any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

(6) Mr. Lim Hung Chun (‘‘Mr. Lim’’)

Mr. Lim, aged 47, has been appointed by the Company as the independent non-executive Director on 11 August 2010. Mr. Lim graduated from the Hong Kong Polytechnic (now The Hong Kong Polytechnic University) in Accountancy in 1988. He is a fellow of the Association of Chartered Certified Accountants and an associate of the Hong Kong Institute of Certified Public Accountants. Mr. Lim has extensive experience of over 21 years in corporate and strategic planning, finance and administration, internal control and auditing, information technology and human resources management in various industries. On 21 September 2009, Mr. Lim was appointed as an independent non-executive director of Sanyuan Group Limited (‘‘Sanyuan’’) which was then under delisting procedures. Based on Mr. Lim’s experience in corporate and strategic planning, he was invited by the then board of directors of Sanyuan to make the last attempt in the application for resumption of trading of shares in Sanyuan. Mr. Lim resigned from his position on 14 December 2009 as resumption of trading of Sanyuan failed and Sanyuan had been subsequently delisted on 24 December 2009. Mr. Lim not, by himself or through his firm in which he practices, provided professional services to the Company during the year ended 31 March 2011.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

Save as disclosed, Mr. Lim does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors, senior management or substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Lim does not have any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

(7) Mr. Lo Ho Chor (‘‘Mr. Lo’’)

Mr. Lo, aged 55, has been appointed by the Company as the independent non-executive Director on 11 August 2010. Mr. Lo graduated from the University of Hong Kong in 1978 holding the degree of Bachelor of Social Sciences. He has over 21 years of experience in the banking industry. He has not, by himself or through his firm in which he practices, provided professional services to the Company during the year ended 31 March 2011.

Save as disclosed, Mr. Lo does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors, senior management or substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Lo does not have any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

There is no information relating to the re-election of Mr. Kan, Mr. Cheng, Mr. Chia, Mr. Hui, Mr. Hau, Mr. Lim and Mr. Lo that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.

Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders.

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NOTICE OF AGM

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8356)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Tsun Yip Holdings Limited (the ‘‘Company’’) will be held at Room 3, United Conference Centre Limited, 10/F, United Centre, 95 Queensway, Hong Kong on Wednesday, 17 August 2011 at 10:30 a.m., for the following purposes: 1. to receive and consider the audited consolidated financial statements and the reports of the directors (the ‘‘Directors) and auditors of the Company for the year ended 31 March 2011;

1. (a) to re-elect Mr. Kan Kwok Cheung as executive Director;

2. (b) to re-elect Mr. Cheng Ka Ming, Martin as executive Director;

3. (c) to re-elect Mr. Chia Thien Loong, Eric John as executive Director;

4. (d) to re-elect Mr. Hui Chi Kwong as executive Director;

5. (e) to re-elect Mr. Hau Chi Kit as independent non-executive Director;

6. (f) to re-elect Mr. Lim Hung Chun as independent non-executive Director;

7. (g) to re-elect Mr. Lo Ho Chor as independent non-executive Director;

8. (h) to authorise the board of Directors to fix the Directors’ remuneration;

9. To re-appoint BDO Limited as the auditors of the Company and to authorise the board of Directors to fix their remuneration;

10. To, as special business, consider and, if thought fit, pass the following resolution as ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) below, pursuant to the Rules (the ‘‘GEM Listing Rules’’) Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the ‘‘Stock’’), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the ‘‘Shares’’) and to make or grant

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NOTICE OF AGM

offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of resolution no. 5),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of 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 expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law (Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

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NOTICE OF AGM

‘‘Rights Issue’’ means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).’’

1. To, as special business, consider and, if thought fit, pass the following resolution as ordinary resolution:

‘‘THAT:

• (a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purposes of this resolution, ‘‘Relevant Period’’ means the period from the date of 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 expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law (Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.’’

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NOTICE OF AGM

1. To, as special business, consider and, if thought fit, pass the following resolution as ordinary resolution:

‘‘THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution.’’

Yours faithfully For and on behalf of the Board of Tsun Yip Holdings Limited Kan Kwok Cheung Chairman and Executive Director

Hong Kong, 28 June 2011

Registered office: Head office and principal place Cricket Square of business in Hong Kong: Hutchins Drive Flat 314, 3/F PO Box 2681 Fuk Shing Commercial Building Grand Cayman 28 On Lok Mun Street KY1-1111 Fanling, New Territories Cayman Islands Hong Kong

Notes:

1. A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the annual general meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting or any adjournment thereof, should he/she/it so wish.

3. In relation to the proposed resolution no. 2 above, Details of the retiring Directors standing for re-election are set out in Appendix II to this circular.

4. In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the shareholders for the granting to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the GEM Listing Rules. The Directors have no immediate plans to issue any new shares of the Company other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.

5. In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix I to this circular.

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