Wanjia Group Holdings Limited — Proxy Solicitation & Information Statement 2007

Feb 12, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Min Xin Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this 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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MIN XIN HOLDINGS LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 222)

DISCLOSEABLE TRANSACTION

ACQUISITION OF LAND USE RIGHT IN PRC

12 February 2007

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Principal terms of the Auction Confirmation Letter . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Reasons for and benefits of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Financial effects of the Acquisition on the Group . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Information about the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6

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DEFINITIONS

In this circular, except where the context otherwise requires, the following terms shall have the following meanings:

“Acquisition” an acquisition of land use right of the Land through an open bidding at the Auction “Auction” the public auction held by the Suzhou City Land Bureau on 19 January 2007 on which the Land was offered for sale “Auction Confirmation Letter” a legally binding letter dated 19 January 2007 entered into between the Suzhou City Land Bureau and Fujian Minxin confirming the terms of the successful bidding at the Auction “Board” the board of Directors “Company” Min Xin Holdings Limited, a company incorporated in Hong Kong with limited liability and the securities of which are listed on the Stock Exchange “Director(s)” the director(s) of the Company “Fujian Minxin” Fujian Minxin Investment Consultants Co., Ltd. ( ), a wholly owned subsidiary of the Company incorporated in the PRC with limited liability “Group” the Company, its subsidiaries and associated companies “Land” a plot of land with a total site area of 95,267.5 square meters situated at Export Processing District East, Hong Xi Road North, Xu Guan Sub-zone, High Technology Zone, Suzhou City, Jiangsu Province, the PRC ( , , ) (number: plot 2006-B-38) “Land Use Right Transfer Land Use Right Transfer Agreement ( ) Agreement” entered into between the Suzhou City Land Bureau and Fujian Minxin on 30 January 2007 pursuant to the Auction Confirmation Letter “Latest Practicable Date” 5 February 2007, being the latest practicable date for ascertaining certain information in this circular prior to its publication “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange “PRC” The People’s Republic of China “PRC Governmental Body” has the meaning defined in Chapter 19A of the Listing Rules “RMB” Renminbi, the lawful currency of the PRC “Shareholder(s)” holder(s) of the shares of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

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DEFINITIONS

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|“Suzhou|City|Land|Bureau”|Suzhou|Bureau|of|Land|and|Resources,|Jiangsu|Province,|the|
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|“US$”|the|United|States|Dollars,|the|lawful|currency|of|the|United|
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|“HK$”|Hong|Kong|dollars,|the|lawful|currency|of|Hong|Kong|

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LETTER FROM THE BOARD

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MIN XIN HOLDINGS LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 222)

Executive Directors: Ding Shi Da (Chairman) Chen Gui Zong (Vice Chairman) Zhu Xue Lun Weng Jian Yu

Registered Office: 17th Floor Fairmont House 8 Cotton Tree Drive Central Hong Kong

Non-executive Directors:

Wang Hui Jin Chen Le

Independent Non-executive Directors:

Ip Kai Ming Sze Tsai To Robert So Hop Shing

12 February 2007

To: the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION ACQUISITION OF LAND USE RIGHT IN PRC

1. INTRODUCTION

On 23 January 2007, it was announced by the Company that on 19 January 2007, Fujian Minxin, the Company’s wholly owned subsidiary, successfully bid for the acquisition of land use right of the Land at the Auction.

The acquisition of land use right of the Land constitutes a discloseable transaction of the Company under the Listing Rules.

The purpose of this circular is to provide Shareholders with further information relating to the discloseable transaction.

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LETTER FROM THE BOARD

2. PRINCIPAL TERMS OF THE AUCTION CONFIRMATION LETTER

Date: 19 January 2007

Parties:

1. Purchaser: Fujian Minxin, which is a wholly owned subsidiary of the Company, is principally engaged in investment consulting services; and

2. Seller: Suzhou City Land Bureau, which is a PRC Governmental Body, is in charge of management of the land resources in Suzhou City, Jiangsu Province, PRC.

To the best of the knowledge, information and belief of the Directors and after making all reasonable enquiries, the Suzhou City Land Bureau is a third party independent of the Company and its connected persons (as defined in the Listing Rules) and is not a connected person (as defined in the Listing Rules) of the Company.

Information on the Land

Plot 2006-B-38 in Xu Guan Development Zone

The Land with a total site area of 95,267.5 square meters to be acquired by Fujian Minxin pursuant to the Auction Confirmation Letter and the Land Use Right Transfer Agreement is situated at Export Processing District East, Hong Xi Road North, Xu Guan Sub-zone, High Technology Zone, Suzhou City, Jiangsu Province, PRC ( , , ) (number: plot 2006-B-38). The Land may be developed for residential use. The duration of the land use right of the Land for the residential purpose is 70 years commencing from the date of delivery of the Land to Fujian Minxin.

Consideration and Payment Terms

The Auction was held in public and conducted by way of show of hands.

The consideration for the Acquisition is RMB 285 million, which was the bidding price offered by Fujian Minxin and accepted by the Suzhou City Land Bureau at the Auction. Among which, Fujian Minxin shall pay:-

1. RMB 114 million being 40% of the total consideration as at the date of signing of the Land Use Right Transfer Agreement, but no later than 2 February 2007, which Fujian Minxin has duly paid; and

2. RMB 171 million being 60% of the total consideration before 30 March 2007.

Fujian Minxin will also be responsible for paying to the relevant governmental authorities the property documentary tax of approximately RMB11.4 million and the transaction levy of approximately RMB 0.1 million in relation to the grant of the Land.

Up to about 70% of the consideration of the Acquisition would be financed from internal cash resources and the remaining balance would be financed from external financings.

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LETTER FROM THE BOARD

3. REASONS FOR AND BENEFITS OF THE TRANSACTION

Since the average gross domestic product per person in Suzhou was around US$8,000 in 2005, the Directors believe that there are great potentials in the real estate markets in Suzhou City and that with the Acquisition, the Group could have an opportunity to conduct property development business in Suzhou City. The Group intends to develop the Land by itself into residential properties for sale. Since the property development is still at the preliminary stage, the exact completion date for the development has not been determined. The Directors (including the independent non-executive directors) consider the Acquisition is in the ordinary and usual course of business, on normal commercial terms and, in the interest of the Company and its shareholders as a whole.

4. FINANCIAL EFFECTS OF THE ACQUISITION ON THE GROUP

Upon completion of the Acquisition, the consolidated net asset of the Group will remain unchanged as the increase in land use right will be offset by the decrease in cash and bank balances and the increase in borrowings. It is anticipated that the Acquisition will not have any immediate material impact on the earnings of the Group for the year ending 31 December 2007.

5. INFORMATION ABOUT THE COMPANY

The Group is principally engaged in the financial services, investment holding, property development and investments, and infrastructure investment. The Group has property investment experience in the PRC including Fujian, Zhejiang and Shandong.

6. GENERAL

The consideration represents more than 5% but less than 25% of the applicable percentage ratios as defined in Chapter 14 of the Listing Rules, and the Acquisition, if materializes, shall accordingly constitute a discloseable transaction for the Company under the Listing Rules.

Yours faithfully, Weng Jian Yu

Director and General Manager

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GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in this circular have been arrived at after due and careful consideration, that there are no other facts the omission of which would make any statement herein misleading.

2. SHARE CAPITAL

The authorized and issued share capital of the Company as at the Latest Practical Date were as follows:

Authorized: HK$ 800,000,000 share of HK$1.00 each 800,000,000 Issued and fully paid: HK$ 459,428,656 share of HK$1.00 each 459,428,656

The shares in issue are listed on the Stock Exchange. No part of the share capital or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the shares or any other securities of the Company to be listed or dealt in on any other stock exchanges.

3. DISCLOSURE OF INTERESTS

(i) Directors’ interest and short positions in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”)) as recorded in the register required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (“Model Code”) were as follows:

Long positions in the ordinary shares of the Company

			Approximate
		Number of	percentage of
Name of Director	Nature of Interest	shares held	shareholding
Ip Kai Ming	Personal interest	666,000	0.14%

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GENERAL INFORMATION

Save as disclosed in this circular, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company were interested, or were deemed to be interested in the long and short positions in the shares of the Company, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

(ii) Persons who have interests or short positions which are discloseable under Divisions 2 and 3 of Part XV of the SFO

As at the Latest Practicable Date, so far as is known to any Director or the chief executive of the Company, the following parties (not being a Director or the chief executive of the Company), had interests or short positions in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any subsidiaries of the Company:

			Approximate
		Number of	percentage of
Name of Corporation	Notes	shares held	shareholdings
Samba Limited (“Samba”)		144,885,000	31.54%
Papilio Inc.	1	169,125,000	36.81%
Vigour Fine Company Limited (“Vigour Fine”)	2	192,764,600	41.96%
Fujian Investment & Enterprise Holdings
Corporation (“FIEC”)	3	192,764,600	41.96%
BNP Paribas Asset Management	4	32,964,000	7.17%

Notes:

1. Papilio Inc. held one third or more of the voting power at general meetings of Samba and was deemed to be interested in 144,885,000 shares of the Company owned by Samba.

2. Vigour Fine held one third or more of the voting power at general meetings of Samba and was deemed to be interested in 144,885,000 shares of the Company owned by Samba.

3. FIEC was the controlling shareholder of Vigour Fine and was deemed to be interested in the shares of the Company owned by Vigour Fine directly or indirectly.

4. BNP Paribas Asset Management was deemed to be interested in 13,070,000 and 19,894,000 shares through its holdings in Parvest Investment Management Company S.A. and Shinhan BNP Paribas Investment Trust Management Co., Ltd. respectively.

Save as disclosed above, as at the Latest Practicable Date, so far is known to any Director or chief executive of the Company, no other person had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, was, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any subsidiaries of the Company.

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GENERAL INFORMATION

4. LITIGATION

So far as the Directors are aware, as at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration or claim of material importance and there is no litigation or arbitration or claim of material importance known to the Directors to be pending or threatened by or against the Company or any of its subsidiaries.

5. SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors had entered into, or proposed to enter into, a service contract with the Company or any of its subsidiaries (excluding contracts expiring or determinable by the Company or any of its subsidiaries within one year without payment of compensation, other than statutory compensation).

6. MATERIAL INTEREST

As at the Latest Practicable Date, none of the Directors or the chief executive of the Company was materially interested in any contract or arrangement entered into by the Company subsisting at the date of this circular which is significant in relation to the business of the Company or any of its subsidiaries.

As at the Latest Practicable Date, none of the Directors or the chief executive of the Company had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to the Company or any of its subsidiaries since 31 December 2005, being the date to which the latest published audited consolidated accounts of the Company were made up, or which are proposed to be acquired or disposed of by or leased to the Company or any of its subsidiaries.

7. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors or their respective associates had any interest in any business which competed or was likely to compete, either directly or indirectly, with the business of the Company or its subsidiaries (as would be required to be disclosed under Rule 8.10 of the Listing Rules if each of them were a controlling shareholder).

8. MISCELLANEOUS

• (a) The secretary of the Company is Ms. Connie Chan Yee Moy, who is an associate member of both The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.

• (b) The qualified accountant of the Company is Mr. Chan Kwong Yu, who is a Certified Public Accountant and a Fellow of The Association of Chartered Certified Accountants.

• (c) The registered office of the Company is at 17th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong.

• (d) The share registrar of the Company is Standard Registrars Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong.

• (e) In the case of any discrepancy, the English text of this circular shall prevail over the Chinese text.

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