YNBY International Limited — Proxy Solicitation & Information Statement 2009

Jul 8, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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.

ABC COMMUNICATIONS (HOLDINGS) LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 30)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of ABC Communications (Holdings) Limited to be held at Salon 1, Level 7, Harbour Plaza Metropolis, 7 Metropolis Drive, Hunghom, Kowloon, Hong Kong on Thursday, 6 August 2009 at 9:30 a.m. is set out on pages 4 to 5 of this circular.

A form of proxy for the special general meeting is enclosed with this circular. If you are not able to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the share registrar of ABC Communications (Holdings) Limited in Hong Kong, Computershare Hong Kong Investor Services Limited of Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 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 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 meeting or any adjournment thereof should you so desire.

9 July 2009

Contents

		Page
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
2.	Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
3.	Reasons for the Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
4.	Conditions of the Change of Company Name. . . . . . . . . . . . . . . . . . . . . . . . . . .	2
5.	Effects of the Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
6.	Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
7.	Voting by Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
8.	Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
notice of special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4

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LETTER FROM THE BOARD

ABC COMMUNICATIONS (HOLDINGS) LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 30)

Executive Directors:– Mr. Chen Jiasong (Chairman) Mr. Wang Sen Hao (Honorable Chairman) Mr. Wang Zhi Gang Mr. Cheung Wai Shing

Independent Non-Executive Directors:– Mr. Tsang Kwok Wai Mr. Lee Kwong Yiu Mr. Zhang Guang Hui

Registered Office:– Clarendon House 2 Church Street Hamilton HM 11 Bermuda Principal Office:– Room 2006, 20/F West Tower, Shun Tak Centre 168-200 Connaught Road Central Sheung Wan Hong Kong 9 July 2009

To the Shareholders

Dear Sirs,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

On 26 June 2009, ABC Communications (Holdings) Limited (the “ Company ”) made an announcement regarding the proposed change of name of the Company. The purpose of this circular is to provide shareholders of the Company (“ Shareholders ”) with details of the change of company name to enable Shareholders to make an informed decision on the resolution to be proposed at the special general meeting of the Company to be held on Thursday, 6 August 2009 (the “ SGM ”).

2. PROPOSED CHANGE OF COMPANY NAME

The board of directors (the “ Board ”) of the Company proposes to change the English name of the Company from “ABC Communications (Holdings) Limited” to “Global Energy Investments Group Limited” and adopt “環球能源投資集團有限公司” as its Chinese secondary name. Upon the adoption of the new Chinese secondary name, the Company will cease to use its existing Chinese name “佳訊 (控股)有限公司” for identification purposes.

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LETTER FROM THE BOARD

3. REASONS FOR THE CHANGE OF COMPANY NAME

The Company and its subsidiaries (the “ Group ”) are currently engaged in the provision of financial information services, securities trading system licensing and wireless applications development. As a result, the performance of the Company’s operations is highly correlated to the global financial markets. In response of the global financial tsunami in late 2008, the management of the Company has conducted a detailed review on the business operations and financial position of the Group. In the meantime, the Company has also considered various proposals regarding possible investment and/or cooperation in energy and resources related projects. Although the Company has not entered into any agreement or committed any funding in respect of such projects yet, the management of the Company noted that the financial performance of energy and resources related investments had remained relatively healthy amidst the global financial tsunami.

The Board concurs with the management’s observation and considers that it is in the best interests of the Company and the Shareholders to diversify the business of the Group into energy and resources related investments. The Company will continue to review investment opportunities relating to energy and resources and will keep Shareholders informed should any disclosure obligation arise.

The Board proposes to change the company name to refresh the Company’s corporate image and identity, and considers that the proposed new English and Chinese names can more accurately reflect the new strategy of the Company. The Board believes that the change of company name will benefit the Company’s future business development and is in the best interests of the Company and the Shareholders as a whole.

4. CONDITIONS OF THE CHANGE OF COMPANY NAME

The change of company name is subject to: (a) the approval by the Shareholders by way of a special resolution at the SGM; and (b) the Registrar of Companies in Bermuda granting approval for the use of the proposed new English and Chinese names of the Company.

The Company will carry out the necessary filing procedures with the Registrar of Companies in Bermuda and Hong Kong to effect the change of company name once it is approved by the Shareholders at the SGM.

Further announcement(s) will be made by the Company to inform the Shareholders of the results of the SGM, the effective date of the change of company name and the new stock short names of the shares of the Company.

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LETTER FROM THE BOARD

5. EFFECTS OF THE CHANGE OF COMPANY NAME

The change of company name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the Company’s existing name shall continue to be evidence of title to the shares of the Company and shall be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for the free exchange of the existing share certificates for new share certificates under the new name of the Company. However, Shareholders may upon payment of a fee of HK$2.5 for each certificate to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, arrange for new share certificates with the new Company name to be issued to replace existing share certificates. Once the change of the Company’s name has become effective, new share certificates for new shares will be issued in the new name of the Company.

6. SPECIAL GENERAL MEETING

At the SGM, a special resolution approving the change of company name will be proposed. The notice convening the SGM is set out on pages 4 to 5 of this circular. A form of proxy for use at the SGM is also enclosed.

If you are not able to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited of Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 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 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 SGM or any adjournment thereof should you so desire.

7. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. The chairman of the SGM will therefore demand for a poll for the resolution put forward at the SGM in accordance with Bye-law 70 of the Company’s Bye-laws.

8. RECOMMENDATION

The directors of the Company (the “ Directors ”) are of the view that the change of company name is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution approving the change of company name at the SGM.

Yours faithfully,

For and on behalf of the Board

ABC Communications (Holdings) Limited Chen Jiasong Chairman

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NOTICE OF SPECIAL GENERAL MEETING

ABC COMMUNICATIONS (HOLDINGS) LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 30)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of ABC Communications (Holdings) Limited (the “ Company ”) will be held at Salon 1, Level 7, Harbour Plaza Metropolis, 7 Metropolis Drive, Hunghom, Kowloon, Hong Kong on Thursday, 6 August 2009 at 9:30 a.m. for the purpose of considering as special business and, if thought fit, passing the following resolution as a special resolution:

SPECIAL RESOLUTION

“ THAT the name of the Company be changed from “ABC Communications (Holdings) Limited” to “Global Energy Investments Group Limited” and the Chinese name “環球能源投資集團有限 公司” be adopted in replacement of the existing Chinese name used for identification purpose only and be registered with the Registrar of Companies of Bermuda as the secondary name of the Company, and THAT the directors of the Company be and are hereby authorized to do all such acts and things and execute all documents they consider necessary or expedient to effect the aforesaid change of English name and the adoption of secondary name of the Company.

By Order of the Board

ABC Communications (Holdings) Limited Chen Jiasong Chairman

Hong Kong, 9 July 2009

Registered Office:–

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong:– Room 2006, 20/F West Tower, Shun Tak Centre 168-200 Connaught Road Central Sheung Wan Hong Kong

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the meeting convened by the notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holders, seniority being determined by the order in which names stand in the register of members.

3. To be valid, a form of proxy, together with the power of attorney or other authority, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s Registrars in Hong Kong, Computershare Hong Kong Investor Services Limited of Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong at least 48 hours before the time fixed for holding the meeting or any adjournment thereof.

4. Members are recommended to read the circular of the Company containing information concerning the Resolution proposed in this notice.

As at the date hereof, the board of directors of the Company comprises:

Executive Directors:

• Mr. Chen Jiasong (Chairman)

• Mr. Wang Sen Hao (Honorable Chairman)

• Mr. Wang Zhi Gang

• Mr. Cheung Wai Shing

Independent Non-Executive Directors:

• Mr. Tsang Kwok Wai

• Mr. Lee Kwong Yiu

• Mr. Zhang Guang Hui

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