Vision Values Holdings Ltd. — AGM Information 2007

Oct 25, 2007

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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

if you have sold or transferred all your shares in New World Mobile Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or 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 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.

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NEW WORLD MOBiLE HOLDiNGs LiMiTED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

PROPOsALs FOR RE-ELECTiON OF RETiRiNG DiRECTORs AND REFREsHMENT OF sHARE OPTiON sCHEME LiMiT AND GENERAL MANDATEs TO issUE AND REPURCHAsE sHAREs AND NOTiCE OF ANNUAL GENERAL MEETiNG

A letter from the board of directors of New World Mobile Holdings Limited is set out on pages 3 to 7 of this circular.

A notice convening an annual general meeting of New World Mobile Holdings Limited to be held at Room Vinson, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong, Hong Kong on Wednesday, November 28, 2007 at 2:30 p.m. is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the principal place of business of New World Mobile Holdings Limited in Hong Kong at Rooms 1502-5, New World Tower 1, 16-18 Queen’s Road Central, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of such meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so desire.

October 26, 2007

CONTENTS

	Page
DEFINITIONS 1
LETTER FROM THE BOARD
Introduction 3
Re-election of retiring Directors 4
Refreshment of Share Option Scheme Limit 4
General Mandates	5
AGM and procedure for demanding a poll 5
Document for inspection 6
Recommendation 6
General 7
APPENDIX I – PARTICULARS OF RETIRING DIRECTORS
STANDING FOR RE-ELECTION	8
APPENDIX II – EXPLANATORY STATEMENT FOR
THE REPURCHASE MANDATE	11
NOTICE OF ANNUAL GENERAL MEETING 14

• i -

Definitions

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

• “AGM”

the annual general meeting of the Company to be held at Room Vinson, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong, Hong Kong on Wednesday, November 28, 2007 at 2:30 p.m.

• “AGM Notice”

the notice convening the AGM as set out on pages 14 to 18 of this circular

• “Articles”

the articles of association of the Company as amended from time to time

• “associate(s)”

has the meaning ascribed thereto in the Listing Rules

• “Board”

the board of Directors

• “Company”

New World Mobile Holdings Limited, a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on the main board of the Stock Exchange

• “Director(s)”

the director(s) of the Company

• “General Mandates”

• the Issue Mandate and the Repurchase Mandate

• “Group”

the Company and its subsidiaries

• “Hong Kong”

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

• “Issue Mandate”

• a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and deal with Shares in the manner as set out in the ordinary resolution numbered 5 of the AGM Notice

• “Latest Practicable Date”

• October 18, 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• 1 -

Definitions

“Repurchase Mandate”	a general mandate proposed to be granted to the Directors to
	exercise all the powers of the Company to repurchase Shares
	in the manner as set out in the ordinary resolution numbered 6
	of the AGM Notice
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong
“Share(s)”	ordinary share(s) of HK$1.00 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

• 2 -

Letter from the board

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NeW WorLd mobILe hoLdINGS LImIted

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

Executive Directors:

Mr. Lo Lin Shing, Simon (Chairman) Mr. Ho Hau Chong, Norman

Independent Non-executive Directors:

Mr. Tsui Hing Chuen, William, JP Mr. Lee Kee Wai, Frank Mr. Lau Wai Piu

Registered office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Head office and principal place of business in Hong Kong: Rooms 1502-5 New World Tower 1 16-18 Queen’s Road Central Hong Kong

October 26, 2007

To the Shareholders

Dear Sir or Madam,

ProPoSaLS for re-eLeCtIoN of retIrING dIreCtorS aNd

refreShmeNt of Share oPtIoN SCheme LImIt aNd GeNeraL maNdateS to ISSUe aNd rePUrChaSe ShareS aNd NotICe of aNNUaL GeNeraL meetING

INtrodUCtIoN

The purpose of this circular is to give you details of the following proposals which, together with other ordinary business, will be proposed at the AGM for consideration and, where appropriate, approval of the Shareholders:

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Letter from the board

• (i) re-election of retiring Directors;

• (ii) refreshment of the Share Option Scheme Limit; and

• (iii) grant of the General Mandates.

The AGM Notice is set out on pages 14 to 18 of this circular.

re-eLeCtIoN of retIrING dIreCtorS

At the forthcoming AGM, Mr. Lo Lin Shing, Simon, Mr. Lau Wai Piu and Mr. Lee Kee Wai, Frank will retire from office in accordance with article 99 and 116 of the Articles and being eligible, offer themselves for re-election. Pursuant to Rule 13.74 of the Listing Rules, the details of the above retiring directors required under Rule 13.51(2) of the Listing Rules are set out in Appendix I.

refreShmeNt of Share oPtIoN SCheme LImIt

On May 28, 2002, the Share Option Scheme was adopted by the Company and the Directors of the Company have been authorised to grant share options from time to time, provided that the total number of Shares which may fall to be issued upon exercise of all share options to be granted under the Share Option Scheme and any other share option schemes as may from time to time be adopted by the Company shall not exceed 334,155,570 Shares, being 10% of the issued share capital of the Company as at May 28, 2002. The total number of shares available for issue under the Share Option Scheme was adjusted to 3,341,555 Shares as a result of the share consolidation on July 7, 2004.

Up to the Latest Practicable Date, a total of 2,994,000 share options have been granted under the Share Option Scheme, with 2,356,000 share options being exercised and 560,000 share options being lapsed. Unless the Share Option Scheme Limit is “refreshed”, options carrying right to subscribe for up to only 907,555 may be granted in the future, representing 0.92% of the Shares in issue as at the Latest Practicable Date. Given that the Shares in issue were 97,692,069 as at the Latest Practicable Date, assuming no further issue or repurchase of Shares prior to the AGM, the Board proposes to refresh the 10% limit on grant of share options under the Share Option Scheme and the total number of Shares which may fall to be allotted and issued represents approximately 9,769,206 Shares.

The purpose of the Share Option Scheme is to provide incentives or rewards to the eligible persons for their contribution to the Group and/or to enable the Group to recruit and retain highcalibre employees and attract human resources that are valuable to the Group. In order to achieve the intended purpose of the Share Option Scheme for the benefits of the Group and the Shareholders, the Directors propose the passing of an ordinary resolution at the AGM for “refreshing” the Share Option Scheme Limit.

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Letter from the board

The refreshment of the Share Option Scheme Limit is conditional upon:

• (a) the passing of an ordinary resolution to approve the refreshment of the Share Option Scheme Limit by the Shareholders at the AGM; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the Shares in issue as at the date of the AGM approving the refreshment of the Share Option Scheme Limit) which may fall to be issued pursuant to the exercise of share options under the Share Option Scheme and any other share option schemes of the Company.

Application will be made to the Listing Committee of the Stock Exchange for the granting the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of share options granted or to be granted under the Share Option Scheme and any other share option schemes of the Company.

GeNeraL maNdateS

The current general mandates granted to the Directors to issue and repurchase Shares will expire at the conclusion of the AGM. The Directors will ask for renewal of such authorities by proposing resolutions numbered 5, 6 and 7 as ordinary resolutions for consideration and approval of the Shareholders.

In order to provide flexibility and discretion to the Directors to issue new Shares, an ordinary resolution will be proposed at the AGM that the Directors be granted the Issue Mandate to allot and issue new Shares up to an amount not exceeding 20% of the issued capital of the Company at the time of passing such resolution and a separate ordinary resolution will also be proposed to extend the Issue Mandate by adding the aggregate nominal amount of any Shares repurchased by the Company pursuant to the Repurchase Mandate.

At the AGM, an ordinary resolution will be proposed to the Shareholders that the Directors be granted the Repurchase Mandate to repurchase Shares up to a maximum of 10% of the issued share capital of the Company at the time of passing such resolution. An explanatory statement as required under the Listing Rules to provide the requisite information concerning the Repurchase Mandate is set out in the Appendix II to this circular.

aGm aNd ProCedUre for demaNdING a PoLL

The AGM Notice is set out on pages 14 to 18 of this circular. A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to 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 Rooms 1502-5, New World Tower 1, 16-18 Queen’s Road Central, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so desire.

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Letter from the board

Under the Articles, at the AGM, 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 by:

• (i) the chairman of the meeting; or

• (ii) at least five members present in person or by proxy and entitled to vote at the meeting; or

• (iii) any member or members present in person or by proxy and representing in aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or

• (iv) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or

• (v) if required by the Listing Rules, by any Directors or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent (5%) or more of the total voting rights at such meeting.

In addition, under the Listing Rules, if the chairman of the meeting and/or the Directors individually or collectively hold(s) proxies in respect of Shares holding 5% or more of the total voting rights of the Company at the AGM, and if the votes cast at the AGM on a show of hands are in the opposite manner to that instructed in those proxies, then the chairman shall demand a poll. However, if it is apparent from the total proxies held that a vote taken on a poll will not reverse the vote taken on a show of hands, then the chairman shall not be required to demand a poll.

doCUmeNt for INSPeCtIoN

Copy of the Articles is available for inspection during normal business hours at the principal place of business of the Company in Hong Kong at Rooms 1502-5, New World Tower 1, 16-18 Queen’s Road Central, Hong Kong from the date of this circular up to and including the date of the AGM and at the AGM.

reCommeNdatIoN

The Directors consider that the proposals described in this circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the resolutions regarding the re-election of retiring Directors, the refreshment of the Share Option Scheme Limit and the grant of the General Mandates to be proposed at the AGM.

• 6 -

Letter from the board

GeNeraL

Your attention is drawn to the additional information set out in the Appendix.

Yours faithfully, For and on behalf of the Board Lo Lin Shing, Simon Chairman

• 7 -

PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

The biographical and other details of retiring Directors standing for re-election at the AGM are set out as below:–

• (1) Mr. Lo Lin Shing, Simon , aged 51, joined the Company in March 2000 and is currently an executive Director. Mr. Lo possesses over 20 years of experience in the financial, securities and futures industries. Mr. Lo is the chairman of Mongolia Energy Corporation Limited, the deputy chairman of Taifook Securities Group Limited, an executive director of International Entertainment Corporation, all of which are companies whose shares are listed on the Stock Exchange.

Mr. Lo previously held directorships as non-executive director of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (resigned on April 4, 2007) and ITC Properties Group Limited (formerly known as Macau Prime Properties Holdings Limited) (resigned on September 12, 2007). He was also an executive director of The Kwong Sang Hong International Limited (whose listing status on the Stock Exchange was withdrawn with effect from February 3, 2005).

Save as disclosed above, Mr. Lo did not hold any directorship in any other listed public company in the past three years immediately prior to the date of this circular.

Mr. Lo has not entered into any service contract with the Company and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Lo is entitled to a remuneration of HK$100,000 per annum, which is determined by reference to his duties and responsibilities with the Company, subject to review by the Board from time to time. Saved as aforesaid, Mr. Lo has not had other remuneration such as bonus and other kinds of benefits.

As at the Latest Practicable Date, Mr. Lo holds 55,355,406 Shares (55,355,406 Shares are held by Moral Glory International Limited, of which Mr. Lo is interested in its entire issued share capital and accordingly, Mr. Lo is deemed to be interested in these Shares by virtue of the SFO) and had personal interests in the options to subscribe for 278,000 Shares which are required to be notified to the Company and the Stock Exchange under Part XV of the SFO. Other than his role as an executive Director, Mr. Lo does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there is no other matter that need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)h to 13.51(2)(v) of the Listing Rules.

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PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

• (2) Mr. Lau Wai Piu , aged 43, was appointed as an independent non-executive Director on March 8, 2007. Mr. Lau has over 20 years extensive experience in accounting and financial management. Currently, Mr. Lau is the chief financial officer of VOIPWORLD Limited, a private limited company incorporated in Hong Kong. Mr. Lau is a member of Hong Kong Institute of Certified Public Accountants and a fellow of The Association of Chartered Certified Accountants. Mr. Lau is an independent non-executive director of Mongolia Energy Corporation Limited and Taifook Securities Group Limited, both of which are companies whose shares are listed on the Stock Exchange. Save as disclosed above, Mr. Lau did not hold any directorship in any other listed public company in the past three years immediately prior to the date of this circular.

Mr. Lau has not entered into any service contract with the Company and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Lau is entitled to a remuneration of HK$120,000 per annum, which is determined by reference to his duties and responsibilities with the Company, subject to review by the Board from time to time. Saved as aforesaid, Mr. Lau has not had other remuneration such as bonus and other kinds of benefits.

As at the Latest Practicable Date, Mr. Lau does not have any interest in the Shares of the Company which are required to be notified to the Company and the Stock Exchange under Part XV of the SFO. Other than his role as Independent Non-Executive Director, Mr. Lau does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there is no other matter that need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)h to 13.51(2)(v) of the Listing Rules.

• (3) Mr. Lee Kee Wai, Frank, aged 48, was appointed as an independent non-executive Director on April 27, 2007. Mr. Lee is the Senior Partner of Messrs. Vincent T.K. Cheung, Yap & Co., Solicitors and Notaries. Mr. Lee is a qualified solicitor in the respective jurisdictions of Hong Kong, England, Singapore and the Australian Capital Territory. He is also a China-Appointed Attesting Officer and a member of the Chartered Institute of Arbitrators. Mr. Lee is a graduate of Bachelor of Laws from the London School of Economics & Political Science and has also obtained a Master of Laws degree from Cambridge University. Mr. Lee is currently also a non-executive director of Pico Far East Holdings Limited, a company whose shares are listed in the Stock Exchange. Save as disclosed above, Mr. Lee did not hold any directorship in any other listed public company in the past three years immediately prior to the date of this circular.

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PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Mr. Lee has not entered into any service contract with the Company and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Lee is entitled to a remuneration of HK$120,000 per annum, which is determined by reference to his duties and responsibilities with the Company, subject to review by the Board from time to time. Saved as aforesaid, Mr. Lee has not had other remuneration such as bonus and other kinds of benefits.

As at the Latest Practicable Date, Mr. Lee does not have any interest in the Shares of the Company which are required to be notified to the Company and the Stock Exchange under Part XV of the SFO. Other than his role as Independent Non-Executive Director, Mr. Lee does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there is no other matter that need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)h to 13.51(2)(v) of the Listing Rules.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX II

This is an explanatory statement given to the Shareholders relating to resolution numbered 6 granting the Repurchase Mandate to the Directors. It contains a summary of the information required pursuant to Rule 10.06(1)(b) of the Listing Rules which is set out as follows:

(1) EXERCISE OF THE REPURCHASE MANDATE

Resolution numbered 6 set out in the AGM Notice will, if passed, give a general unconditional mandate to the Directors authorising the repurchase by the Company of the issued and fully paid Shares up to a maximum of 10% of the nominal amount of the share capital of the Company as at the date of the AGM. It will be valid until the next annual general meeting unless revoked or varied before such meeting.

Exercise in full of the Repurchase Mandate would result in up to a maximum of 9,769,206 Shares (on the basis of 97,692,069 Shares in issue as at the Latest Practicable Date) being repurchased by the Company.

(2) REASONS FOR REPURCHASES

The Directors believe that it is in the interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase 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 and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

(3) FUNDINg OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the applicable laws of the Cayman Islands, the memorandum of association of the Company and the Articles. The laws of Cayman Islands provide that the amount to be paid in connection with a share repurchase may be paid out of profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, provided the Company can, immediately following such payments, pay its debts as they fall in the ordinary course of business.

There might be a material impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate was 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 an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or 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 II

(4) STATUS OF REPURCHASED SHARES

The Listing Rules provide that the listing of all the Shares repurchased by the Company are automatically cancelled and the Company must ensure that the corresponding certificates are cancelled and destroyed. Under Cayman Islands law, the Shares so repurchased will be treated as having been cancelled.

(5) SHARE REPURCHASES

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six (6) months preceding the Latest Practicable Date.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

(6) SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months were as follows:–

	Highest	Lowest
	HK$	HK$
2006
October	1.95	1.54
November	2.50	1.61
December	2.88	1.38
2007
January	2.10	1.22
February	1.64	1.27
March	1.67	1.36
April	3.60	1.55
May	8.00	1.80
June	10.00	6.40
July	7.58	5.65
August	6.20	3.71
September	8.20	5.05
October (up to the Latest Practicable Date)	5.30	4.03

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX II

(7) EFFECT OF THE TAkEOvERS CODE

If, as a result of a share repurchase by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could, depending upon the level of increase in shareholding, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

As at the latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Lo Lin Shing, Simon, chairman and executive Director of the Company, through his wholly owned Moral Glory International Limited held approximately 56.66% of the issued share capital of the Company. In the event that the Directors exercise in full the Repurchase Mandate, the aggregate shareholding of Mr. Lo Lin Shing, Simon in the Company would increase to approximately 62.96% of the issued share capital of the Company. The Directors consider that such increase would not give rise to an obligation on the part of Mr. Lo Lin Shing, Simon to make a mandatory offer under Rule 26 of the Takeovers Code. Besides, the Directors have no present intention to repurchase Shares to an extent which will result in the number Shares held by the public being reduced to less than 25%.

(8) gENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates has any present intention to sell any Shares to the Company under the Repurchase Mandate 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 exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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NOTICE OF ANNUAL GENERAL MEETING

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NEW WORLD MOBILE HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of New World Mobile Holdings Limited (the “Company”) will be held at Room Vinson, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on Wednesday, November 28, 2007 at 2:30 p.m. to transact the following ordinary business:

1. To receive and consider the audited financial statements and the reports of the directors and independent auditor of the Company for the year ended June 30, 2007;

2. (a) To re-elect Mr. Lo Lin Shing, Simon as a director;

3. (b) To re-elect Mr. Lau Wai Piu as a director;

4. (c) To re-elect Mr. Lee Kee Wai, Frank as a director; and

5. (d) To authorise the board of directors to fix the directors’ remuneration;

6. To re-appoint Messrs. PricewaterhouseCoopers as independent auditor and to authorise the board of directors to fix their remuneration;

and, by way of special business, to consider and, if thought fit, to pass each of the following resolutions, with or without modification, of which resolutions numbered 4, 5, 6 and 7 will be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the share option scheme of the Company adopted on May 28, 2002 (the “Share Option Scheme”) and any other schemes of the Company, representing 10% of the issued share capital of the Company as at the date on which this resolution is passed, pursuant to Clause 9.03 of the Share Option Scheme:

2. 14 -

NOTICE OF ANNUAL GENERAL MEETING

• (a) approval be and is hereby granted for refreshing the 10% mandate under the Share Option Scheme (the “Refreshed Scheme Mandate”) provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options granted or to be granted under the Share Option Scheme and any other schemes of the Company under the limit as refreshed hereby shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date on which this resolution is passed (options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other schemes of the Company shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and

• (b) the directors of the Company or a duly authorised committee thereof be and are hereby authorised, (i) at their absolute discretion, to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate in accordance with the rules of the Share Option Scheme or any other schemes of the Company, and (ii) to allot, issue and deal with Shares pursuant to the exercise of options granted under the Share Option Scheme or any other schemes of the Company within the Refreshed Scheme Mandate.”

• “ THAT :

• (a) subject to the following provisions of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company, and to make or grant offers, agreements or options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

• 15 -

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares pursuant to any existing specific authority, including upon the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any bonds, notes, debentures or securities convertible into shares of the Company; (iii) the exercise of options granted under any share option scheme adopted by the Company; and (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the date of passing 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 or any applicable laws of Cayman Islands to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company made to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, or in any territory outside, Hong Kong).”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT :

2. (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (“Recognised Stock Exchange”), subject to and in accordance with all applicable laws, rules and regulations and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, or of any other Recognised Stock Exchange and the articles of association of the Company be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of the shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the shares in the capital of the Company in issue as at the date of passing this resolution; and

4. (c) for the purposes of this resolution, “Relevant Period” means the period from the date of passing 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 or any applicable laws of the Cayman Islands to be held; or

   • (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

5. “ THAT subject to the passing of resolutions numbered 5 and 6 as set out in the notice convening this meeting (“Notice”), the general mandate granted to the directors of the Company to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 5 set out in the Notice be and is hereby extended by the addition to it of an amount representing the aggregate nominal amount of the shares in the capital of the Company which are repurchased by the Company pursuant to and since the granting to the Company of the general mandate to repurchase shares in accordance with resolution numbered 6 set out in the Notice.”

By Order of the Board Tang Chi Kei Company Secretary

Hong Kong, October 26, 2007

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NOTICE OF ANNUAL GENERAL MEETING

Registered office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Head office and principal place of business in Hong Kong: Rooms 1502-5

New World Tower 1

16-18 Queen’s Road Central Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and, on a poll, vote instead of him. In the case of a recognised clearing house, it may authorise such person(s) as it thinks fit to act as its representative(s) at the meeting and vote in its stead. A proxy need not be a member of the Company.

2. To be valid, the proxy form, 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, must be deposited at the Company’s principal place of business in Hong Kong at Rooms 1502-5, New World Tower 1, 16-18 Queen’s Road Central, Hong Kong as soon as possible and in any event, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Where there are joint holders of any share, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled to vote, but if more than one of such joint holders be present at the meeting in person or by proxy, the person so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect of it. Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjourned meeting if he so desires. If a member attends the meeting after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.

4. In accordance with the articles of association of the Company, Mr. Lo Lin Shing, Simon and Mr. Lau Wai Piu and Mr. Lee Kee Wai, Frank will retire at the meeting and being eligible, offer themselves for re-election. Details of the retiring directors have been set out in the circular of the Company dated October 26, 2007.

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