Zhongguancun Science-Tech Leasing Co., Ltd. — Proxy Solicitation & Information Statement 2007

Jan 29, 2007

THE 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 licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in EPI (Holdings) Limited, you should at once hand this circular with the enclosed 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 the 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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(Incorporated in Bermuda with limited liability)

(Stock Code: 689)

REFRESHMENT OF THE 10% LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

Independent Financial Adviser to the Independent Board Committee

Tanrich Capital Limited

A letter from the independent board committee containing its recommendation to the independent shareholders of EPI (Holdings) Limited is set out on page 9 of this circular. A letter from Tanrich Capital Limited, the independent financial adviser to the independent board committee, containing its advice to the independent board committee and the independent shareholders of EPI (Holdings) Limited is set out on pages 10 to 17 of this circular.

A notice convening a special general meeting of EPI (Holdings) Limited to be held at Room 704, 3 Lockhart Road, Wanchai, Hong Kong on Tuesday, 13 February 2007 at 10:30 a.m. is set out on pages 22 to 25 of this circular.

There is a form of proxy for use at the special general meeting of EPI (Holdings) Limited accompanying this Circular. Whether shareholders of EPI (Holdings) Limited are able to attend the meeting or not, they are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrars in Hong Kong, Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the special general meeting.

Completion and delivery of the form of proxy will not preclude shareholders of EPI (Holdings) Limited from attending and voting in person at the meeting or any adjournment thereof should they so wish.

• For identification purpose only

29 January 2007

CONTENTS

Page(s)	Page(s)
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-3
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Refreshment of the 10% limit on grant of options
under the Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5-6
General mandates to issue and to repurchase Shares . . . . . . . . . . . . . . . . . . . . . .	6-7
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Procedure for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7-8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10-17
Appendix −Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18-21
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22-25

– i –

DEFINITIONS

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

• “associate(s)” has the same meaning as defined in the Listing Rules

• “Board” the board of Directors

• “Climax” Climax Associates Limited, a company owned as to 51% by a company controlled by Mr. Wong Chi Wing, Joseph, as to 29% by Mr. Cheng Hairong and as to 20% by Mr. Chu Kwok Chi, Robert, being the controlling shareholder of the Company holding approximately 55.84% of the issued ordinary share capital of the Company as at the Latest Practicable Date

• “Company”

• EPI (Holdings) Limited, a company incorporated in Bermuda with limited liability and the securities of which are listed on the Stock Exchange

• “connected person(s)”

• has the same meaning as defined in the Listing Rules

• “Directors” the directors of the Company

• “Employee(s)”

• any employee or proposed employee (whether full time or part time (that is, with weekly working hours of 20 hours or more)) of any member of the Group or any Invested Entity, including any executive director of any member of the Group or any Invested Entity

• “Existing General Mandates”

• the general mandates granted to the Directors by the Shareholders at the special general meeting of the Company held on 22 June 2006 to allot, issue and deal with up to 605,702,514 Shares, representing 20% of the then issued ordinary share capital of the Company and to repurchase up to 302,851,257 Shares, representing 10% of the then issued ordinary share capital of the Company

• “Group” the Company and its subsidiaries

• “Hong Kong”

• The Hong Kong Special Administrative Region of the PRC

• “Independent Board Committee”

• an independent committee of the Board comprising Mr. Xu Mingshe, Mr. Wu Xiaoke and Mr. Poon Kwok Shin, Edmond, formed to advise the Independent Shareholders on the Issue Mandate

– 1 –

DEFINITIONS

• “Independent Financial Adviser”

• Tanrich Capital Limited, the independent financial adviser to the Independent Board Committee and Independent Shareholders, a licensed corporation under the SFO to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

• “Independent Shareholders”

• Shareholders other than Climax and its associates

• “Invested Entity/Entities”

• any entity/entities in which the Group holds any equity interest

• “Issue Mandate” the mandate proposed to be sought at the SGM to authorise the Directors to allot, issue and deal with Shares not exceeding 20% of the issued ordinary share capital of the Company as at the date of SGM

• “Latest Practicable Date”

• 26 January 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• “Listing Rules”

• The Rules Governing the Listing of Securities on the Stock Exchange

• “New General Mandates”

• the Issue Mandate and Repurchase Mandate

• “Participant”

• (i) any Employee; or

• (ii) any directors (including executive, non-executive and independent non-executive directors) of any member of the Group or any Invested Entity; or

• (iii) any supplier of goods or services to any member of the Group or any Invested Entity; or

• (iv) any customer of any member of the Group or any Invested Entity; or

• (v) any person or entity that provides research, development or other technological support to any member of the Group or any Invested Entity; or

• (vi) any consultant or adviser of any member of the Group or any Invested Entity; or

– 2 –

DEFINITIONS

• (vii) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity

• “PRC” the People’s Republic of China “Repurchase Mandate” the mandate proposed to be sought at the SGM to authorise the Directors to exercise power of the Company to repurchase Shares on the Stock Exchange not exceeding 10% of the issued ordinary share capital of the Company as at the date of the SGM

• “Scheme Mandate Limit” has the meaning ascribed to that in the Letter from the Board

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “SGM” the special general meeting of the Company to be convened at Room 704, 3 Lockhart Road, Wanchai, Hong Kong on Tuesday, 13 February 2007 at 10:30 a.m. to approve the refreshment of the Scheme Mandate Limit, the Issue Mandate and the Repurchase Mandate

• “Scheme Mandate Limit” has the meaning ascribed to that in the Letter from the Board

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” ordinary share(s) of HK$0.01 each in the ordinary share capital of the Company

• “Share Option Scheme” the share option scheme of the Company adopted on 6 November 2006

• “Shareholder(s)” holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Substantial Shareholder” has the same meaning as defined in the Listing Rules

• “Takeovers Code” The Hong Kong Code on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

– 3 –

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 689)

Executive Directors: Mr. Wong Chi Wing, Joseph Mr. Cheng Hairong Mr. Chu Kwok Chi, Robert

Non-executive Director: Mr. Leung Hon Chuen

Independent non-executive Directors: Mr. Xu Mingshe Mr. Wu Xiaoke Mr. Poon Kwok Shin, Edmond

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal Place of Business in Hong Kong: Room 6303, 63/F, Central Plaza 18 Harbour Road Wanchai Hong Kong 29 January 2007

To the Shareholders of the Company

Dear Sir or Madam,

REFRESHMENT OF THE 10% LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME, GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

INTRODUCTION

The purpose of this circular is:

• (a) to provide you with details regarding the refreshing of the 10% limit on grant of options under the Share Option Scheme;

• (b) to provide you with details regarding grant of Issue Mandate;

• (c) to serve as an explanatory statement required by the Listing Rules to be given in relation to the Repurchase Mandate; and

• (d) to give you notice of the SGM.

• For identification purpose only

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LETTER FROM THE BOARD

REFRESHMENT OF THE 10% LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

The Company adopted the Share Option Scheme on 6 November 2006. Pursuant to the Share Option Scheme, the maximum number of Shares which may be issued upon the exercise of options which may be granted under the Share Option Scheme and any other share option scheme(s) of the Company shall not exceed 10% of the total number of issued Shares as at the date of Shareholders’ approval of the Share Option Scheme (“Scheme Mandate Limit”). The Company may refresh the Scheme Mandate Limit by an ordinary resolution of the Shareholders at general meeting provided that the Scheme Mandate Limit so refreshed shall not exceed 10% of the total number of issued Shares as at the date of Shareholders’ approval of the refreshing of the Scheme Mandate Limit. Options previously granted under any existing schemes (including options outstanding, cancelled, or lapsed in accordance with the relevant scheme rules or exercised options) shall not be counted for the purpose of calculating the limit as refreshed.

Notwithstanding the foregoing, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company must not in aggregate exceed 30% of the total number of Shares in issue from time to time.

As at 6 November 2006 (being the date of adoption of the Share Option Scheme), the total number of issued Shares was 3,028,512,570. Accordingly, the Scheme Mandate Limit is 302,851,257 Shares.

As at the Latest Practicable Date, there were in issue 3,584,712,570 Shares and no options under the Share Option Scheme have been granted since its date of adoption. No options under the Share Option Scheme or any other share option schemes of the Company were outstanding as at the Latest Practicable Date.

Assuming no further issue or repurchase of Shares prior to the SGM, upon the refreshment of the Scheme Mandate Limit by the Shareholders at the SGM, the Company may grant options entitling holders thereof to subscribe for a total of 358,471,257 Shares (representing 10% of Shares in issue as at the date of the SGM approving the refreshment of the Scheme Mandate Limit). No options may be granted if this will result in the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company exceed 30% of the Shares in issue from time to time.

The Company believes the refreshment of the Scheme Mandate Limit would allow the Company to further achieve the purpose of the Share Option Scheme which is to provide incentive or reward to the Participants for their contribution to, and continuing efforts to promote the interests of, the Company.

The Directors consider that the refreshment of the Scheme Mandate Limit is in the interests of the Company and the Shareholders as a whole as it provides the Company with more flexibility in providing incentives to the Participants by way of granting of options.

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LETTER FROM THE BOARD

The refreshment of the Scheme Mandate Limit is conditional on:

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

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

Application will be made to the Listing Committee of the Stock Exchange for the approval of 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 SGM approving the refreshment of the Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of options under the Share Option Scheme and any other share option scheme(s) of the Company.

GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

At the special general meeting of the Company held on 22 June 2006, general mandates were granted to the Directors authorising them, inter alia, (a) to exercise the powers of the Company to allot and issue a maximum of 605,702,514 Shares; (b) to repurchase up to 302,851,257 Shares; and (c) to extend the general mandate to issue the Shares by the number of Shares purchased under the repurchase mandate mentioned in (b) above. Pursuant to the general mandate to issue new Shares granted to the Directors on 22 June 2006, 605,000,000 Shares were issued by the Company under a top-up subscription with Climax in December 2006. Accordingly, the general mandate granted to the Company on 22 June 2006 were almost fully utilized. No refreshment of general mandates to issue and to repurchase shares has been made since 22 June 2006 and up to the Latest Practicable Date. Ordinary resolutions will be proposed at the SGM to grant to the Directors a new general mandate authorizing them, inter alia, (a) to exercise the powers of the Company to allot and issue Shares not exceeding 20% of the issued ordinary share capital of the Company as at the date of the passing of such resolution; (b) to repurchase Shares not exceeding 10% of the issued ordinary share capital of the Company as at the date of the passing of such resolution; and (c) to extend the general mandate to issue the Shares by the number of Shares purchased under the Repurchase Mandate.

Assuming no further issue or repurchase of Shares prior to the SGM, upon the refreshing of the Issue Mandate by the Shareholders at the SGM, the Company may issue up to a total of 716,942,514 new Shares (representing 20% of Shares in issue as at the date of the SGM approving the refreshment of the Issue Mandate).

The Directors believe that it is in the interests of the Company and the Shareholders as a whole if the Issue Mandate and Repurchase Mandate are granted at the SGM. Given the previous general mandate to allot, issue and deal with Shares granted to the Directors were almost fully utilized, the Issue Mandate will provide the Directors with flexibility to issue Shares especially in the context of a fund raising exercise or a transaction involving an acquisition by the Company where Shares are to be issued as consideration and which has to

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LETTER FROM THE BOARD

be completed speedily. However, as at the Latest Practicable Date, the Directors have no present intention of any acquisition by the Company nor any plan for raising capital by issuing new Shares. An explanatory statement providing all the information required under the Listing Rules concerning the Repurchase Mandate is set out in the Appendix to this circular.

At the SGM, Climax, the controlling Shareholder of the Company, and its associates will be required to abstain from voting in favour of the resolution to approve the Issue Mandate. An Independent Board Committee comprising Mr. Xu Mingshe, Mr. Wu Xiaoke and Mr. Poon Kwok Shin, Edmond, has been formed to advise the Independent Shareholders on the Issue Mandate and Tanrich Capital Limited has been appointed as the Independent Financial Adviser to advise and make recommendations to the Independent Board Committee and the Independent Shareholders in respect of the Issue Mandate and make recommendations on how to vote in respect of the Issue Mandate. Your attention is drawn to its letter to the Independent Board Committee and the Independent Shareholders set out on pages 10 to 17 and the letter of the Independent Board Committee set out on page 9 of this circular.

As regards the other resolutions relating to the refreshment of the Scheme Mandate Limit and the Repurchase Mandate, all Shareholders are entitled to vote.

SGM

A notice convening the SGM is set out on pages 22 to 25 of this circular at which resolutions will be proposed, inter alia, to approve the refreshment of the Scheme Mandate Limit and the grant of the Issue Mandate and the Repurchase Mandate.

A form of proxy for use by the Shareholders at the SGM is enclosed. Whether you are able to attend the SGM or not, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrars in Hong Kong, Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

PROCEDURE FOR DEMANDING A POLL

Pursuant to bye-law 70 of the existing bye-laws of the Company, a resolution put to the vote of a 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:

• (a) by the chairman of the meeting; or

• (b) by at least three members present in person (or, in the case of a member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

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LETTER FROM THE BOARD

• (c) by a member or members present in person (or, in the case of a member being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or

• (d) by a member or members present in person (or, in the case of a member being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a member or in the case of a member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a member.

In accordance with the requirements of the Listing Rules, the results of the poll will be published by way of an announcement in the local newspapers on the business day following the SGM.

RECOMMENDATION

The Directors consider that the refreshment of Scheme Mandate Limit, the Issue Mandate and the Repurchase Mandate are in the best interest of the Company and the Shareholders as a whole and recommend Shareholders to vote in favour of all resolutions to be proposed at the SGM.

ADDITIONAL INFORMATION

Your attention is drawn to (i) the letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders set out on pages 10 to 17 and the letter from the Independent Board Committee set out on page 9 of this circular; and (ii) the additional information as set out in the Appendix to this Circular.

Yours faithfully, For and on behalf of the Board of EPI (Holdings) Limited Wong Chi Wing, Joseph Chairman

– 8 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(Incorporated in Bermuda with limited liability)

(Stock Code: 689)

29 January 2007

To the Independent Shareholders

Dear Sir or Madam,

GENERAL MANDATE TO ISSUE SHARES

We refer to the circular of the Company to the Shareholders dated 29 January 2007 (the “Circular”), of which this letter forms part. Terms defined in the Circular shall bear the same meanings when used herein unless the context requires otherwise.

The Independent Board Committee has been established to give a recommendation to the Independent Shareholders in respect of the proposed Issue Mandate. Tanrich Capital Limited has been appointed as the independent financial adviser to advise us and the Independent Shareholders in connection with the proposed Issue Mandate. Details of its advice, together with the principal factors and reasons taken into account in arriving at such advice, are set out in their letter on pages 10 to 17 of the Circular.

Your attention is also drawn to the “Letter from the Board” on pages 4 to 8 of the Circular.

Having taken into account the terms of the Issue Mandate and the advice of the Independent Financial Adviser, we consider that the terms of the Issue Mandate are fair and reasonable in so far as the Independent Shareholders are concerned and the granting of the Issue Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote for the resolutions to be proposed at the SGM to approve the Issue Mandate.

Yours faithfully,

For and on behalf of The Independent Board of Committee

Xu Mingshe Wu Xiaoke Poon Kwok Shin, Edmond Independent Non-executive Independent Non-executive Independent Non-executive Director Director Director

* For identification purpose only

– 9 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of the letter of advice from Tanrich Capital to the Independent Board Committee and the Independent Shareholders in relation to the proposed Issue Mandate for the purpose of inclusion in this circular.

Tanrich Capital Limited

16/F Central Plaza 18 Harbour Road, Wanchai Hong Kong

29 January 2007

To the Independent Board Committee and the Independent Shareholders

Dear Sir/Madam,

PROPOSED ISSUE MANDATE

INTRODUCTION

We refer to our appointment as Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed refreshment of the Existing General Mandates (the “Issue Mandate”), details of which are set out in the circular to the Shareholders dated 29 January 2007 (the “ Circular ”), of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

As at the Latest Practicable Date, there were 3,584,712,570 Shares in issue. We have been advised by the Directors that the general mandate to issue new Shares granted to the Directors on 22 June 2006 were almost fully utilized following the top-up subscription with Climax on 18 December 2006 in which 605,000,000 Shares were issued by the Company pursuant to the Existing General Mandates (the “Top-up Subscription”). The Directors therefore proposed to refresh the Existing General Mandates. Pursuant to Rule 13.36(4) of the Listing Rules, the proposed Issue Mandate is subject to the approval of the Independent Shareholders by way of poll at the SGM with the controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding the independent non-executive Directors) and the chief executive and their respective associates abstain from voting in favour of the relevant resolutions in relation to the Issue Mandate. As stated in the “Letter from the Board” in the Circular (the “Letter from the Board”), Climax, the controlling Shareholder of the Company and its associates, will abstain from voting on the resolution to approve the Issue Mandate in the SGM.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

An Independent Board Committee, comprising all the independent non-executive Directors, being Mr. Xu Mingshe, Mr. Wu Xiaoke and Mr. Poon Kwok Shin, Edmond, has been established to advise the Independent Shareholders as to whether the proposed Issue Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole and whether the Independent Shareholders should vote in favour of the resolution to be proposed at the SGM to approve the Issue Mandate. As the Independent Financial Adviser to the Independent Board Committee, our role is to give an independent opinion to the Independent Board Committee and the Independent Shareholders in this regard.

BASIS OF OUR OPINION AND RECOMMENDATION

In forming our opinion and recommendation, we have relied on the information, facts and representations contained or referred to in the Circular and the information, facts and representations provided by, and the opinions expressed by the Directors, management of the Company and its subsidiaries. We have assumed that all information, facts, opinions and representations made or referred to in the Circular were true, accurate and complete at the time they were made and continued to be true, accurate and complete as at the date of the Circular and that all expectations and intentions of the Directors, management of the Company and its subsidiaries, will be met or carried out as the case may be. We have no reason to doubt the truth, accuracy and completeness of the information, facts, opinions and representations provided to us by the Directors, management of the Company and its subsidiaries. The Directors have confirmed to us that no material facts have been omitted from the information supplied and opinions expressed. We have no reason to doubt that any relevant material facts have been withheld or omitted from the information provided and referred to in the Circular or the reasonableness of the opinions and representations provided to us by the Directors, management of the Company and its subsidiaries.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading.

We have relied on such information and opinions and have not, however, conducted any independent verification of the information provided, nor have we carried out any independent investigation into the business, financial conditions and affairs of the Group or its future prospect.

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the proposed Issue Mandate and, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

– 11 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In forming our opinion and recommendation, we have taken the following principal factors and reasons into consideration:

Background of and reasons for the Issue Mandate

The Company is principally engaged in sales and marketing of consumer electronic products which mainly include conventional television, home theatre and DVD. On 27 November 2006, the Directors announced that on 26 November 2006 a wholly owned subsidiary of the Company entered into a joint venture agreement with Jiangxi Copper Company Limited and (Qingyuan Tongde Electric Industrial Co. Ltd.) to form a joint venture company, (Qingyuan JCCL EPI Copper Limited) (the “Jiangxi Copper EPI”). The Directors are of the view that Jiangxi Copper EPI will be a platform for the Group to diversify into and capture the prospects from the fast growing non-ferrrous metal business sector. Based on the registered capital of Jiangxi Copper EPI of RMB90 million (equivalent to approximately HK$88.7 million), the Group will contribute approximately RMB45.9 million (equivalent to approximately HK$45.2 million). The total investment amount of Jiangxi Copper EPI is RMB180 million (equivalent to approximately HK$177.3 million).

The Existing General Mandates were granted to the Directors authorizing them to exercise the powers of the Company to allot and issue a maximum of 605,702,514 Shares at the special general meeting of the Company held on 22 June 2006. On 18 December 2006, the Company issued 605,000,000 Shares under the Top-up Subscription with Climax pursuant to the Existing General Mandates. The net proceeds from the Top-up Subscription was approximately HK$172 million, of which approximately HK$152 million was intended to apply for the funds needed for the non-ferrous metal business mentioned above and the balance of HK$20 million was intended to be used for general working capital of the Group. After completion of the Top-up Subscription, the Existing General Mandates were almost fully utilized.

As confirmed by the Directors, the Company has been looking for suitable business and/or investment opportunities and therefore may require further funding when such opportunities arise. As stated in the Letter from the Board, the Directors believe that the proposed Issue Mandate will provide the Directors with flexibility to issue Shares especially in the context of a fund raising exercise or a transaction involving an acquisition by the Company where Shares are to be issued as consideration and which has to be completed speedily. The Directors consider that if there is no refreshment of the Existing General Mandates before the next annual general meeting of the Company, which is expected to be held in May 2007, the Company may not be able to capture such opportunities. The Directors therefore proposed to seek the approval of the Independent Shareholders of the Issue Mandate at the SGM. Assuming no further issue or repurchase of Shares prior to the SGM, upon approval of the proposed Issue Mandate by the Shareholders at the SGM, the Company

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

may issue up to a total of 716,942,514 new Shares (representing approximately 20% of Shares in issue as at the date of the SGM). The Directors consider that the proposed Issue Mandate is in the interests of the Company and the Shareholders as a whole.

The Directors further confirmed that as at the Latest Practicable Date, the Directors have no present intention of any acquisition by the Company nor any plan for raising capital by issuing new Shares.

Fund raising activities of the Company in the last 12 months

The following table summarises the capital raising activities of the Company during the past 12 months immediately preceeding the date of the Circular:

				Actual use of net
Date of			Intended use of	proceeds as
announcement/		Net proceeds	net proceeds as	confirmed by the
circular	Event	raised	announced	Directors
5 December 2006	Placing of	Approximately	Approximately	Approximately
	605,000,000	HK$172 million	HK$152 million	HK$83.9 million
	existing Shares		for non-ferrous	has been used
	by Climax		metal business;	for the
	Associates		and	non-ferrous
	Limited at		approximately	metal business;
	HK$0.295/Share		HK$20 million	approximately
	and Top-up		for general	HK$68.1 million
	Subscription for		working capital	will be used for
	new Shares by			non-ferrous
	Climax			metal business;
	Associates			and
	Limited at			approximately
	HK$0.295/Share			HK$20.0 million
				will be used for
				general working
				capital

– 13 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

				Actual use of net
Date of			Intended use of	proceeds as
announcement/		Net proceeds	net proceeds as	confirmed by the
circular	Event	raised	announced	Directors
29 May 2006	Restructuring	Approximately	Approximately	Approximately
	proposal	HK$105 million	HK$21.5 million	HK$21.5 million
	involving the		for the	for the
	subscription by		settlement of	settlement of
	Climax		debts pursuant	debts pursuant
	Associates		to creditors’	to creditors’
	Limited of		scheme, subject	scheme;
	2,075,000,000		to a maximum	approximately
	Shares at		deduction of	HK$20.0 million
	HK$0.04/Share;		approximately	for suitable
	placing of		HK$1 million	manufacturing
	374,627,374		for payment for	facility which
	Shares at no less		the scheme	has not yet been
	than HK$0.06/		administration	located;
	Share and open		costs and related	approximately
	offer of		petition costs;	HK$45.2 million
	145,372,626		approximately	has been used
	offer Shares at		HK$20.0 million	for the capital
	HK$0.06 per		for a	injection in
	offer Share on		manufacturing	relation to the
	the basis of 9		facility; and	formation of
	offer Shares for		approximately	Jiangxi Copper
	every 5 Share		HK$63.5 million	EPI;
	held		for general	approximately
			working capital	HK$10.3 million
				for repurchase
				of Shares, and
				the balance of
				approximately
				HK$8.0 million
				has been
				retained for
				general working
				capital

Save as disclosed above, the Directors confirmed that the Company did not effect any other capital raising exercise or other activities involving issue of new Shares during the past 12 months immediately preceeding the date of the Circular.

Liquidity of the Group

As described in the above paragraph headed “Fund raising activities of the Company in the last 12 months”, the Company had the Top-up Subscription and the restructuring proposal involving subscription of new Shares, the placing of new Shares and the open offer in 2006 after capital reorganization (the “Restructuring Proposal”). The Company raised an amount of approximately HK$172 million from the Top-up Subscription and out of which approximately HK$20 million was reserved as working capital as at the Latest Practicable Date. Furthermore, the Company raised an aggregate of approximately HK$105 million from the Restructuring Proposal and retained approximately HK$8 million as working capital as at the Latest Practicable Date. As

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

such, as at the Latest Practicable Date, the Company retained an aggregate of approximately HK$28 million as working capital from the fund raising activities of the Company in the last 12 months.

Having taken into account the Group is currently diversifying its business and/or investments and the Group will continue its principal activities of manufacture and sales of consumer electronic products, we consider that it is prudent and reasonable for the Group to maintain a strong capital bases whilst additional funding may be needed for potential business and/or investment opportunities as they may arise from time to time.

Financial flexibility

As aforementioned, the Existing General Mandates to issue Shares were substantially utilized. The proposed Issue Mandate could enhance the financial flexibility of the Company to raise capital, if and when required, through placing of Shares for the Group for future potential acquisition opportunities. The Directors are of the view that the Issue Mandate will allow the Group to have more flexibility in the context of fund raising exercise or a transaction involving an acquisition by the Company where Shares are to be issued as consideration and which has to be completed speedily. Should any such investment decision for acquisition opportunities have to be made immediately, we are of the view that the Issue Mandate would then provide the Group with a financing flexibility under the Listing Rules to take advantage over the market condition to raise timely capital funding. As such, we consider that the increased amount of capital which may be raised under the Issue Mandate will provide more financing alternatives to the Group and will enable the Group to capture future acquisition opportunities when necessary.

Other financing alternatives

Other than raising fund by way of issuing equity capital, the Directors indicate that the Company will consider other financing methods such as debt financing and funding through internal resources in order to meet its funding requirements in relation to future investment and acquisition opportunities by considering the then financial position, capital structure, cost of funding of the Group as well as the respective market condition. As equity financing is interest and security free by nature, equity financing serves as one of the cost effective means of capital raising for the Group to fund future acquisition when opportunities arise. We consider that the proposed Issue Mandate could provide the Company with another financing alternative and therefore is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Potential dilution effect to the Shareholders

The table below sets out the shareholding structure of the Company as at the Latest Practicable Date, and for illustrative purpose, the effects to the shareholding of the Company assuming full utilization of the Issue Mandate and the relevant new Shares as issued under the Issue Mandate are issued to independent third parties:

Climax Associates Limited (Note) Public Shareholders Share issued under the Issue Mandate Total	Existing issued share capital as at the Latest Practicable Date 2,001,810,000 1,582,902,570 – 3,584,712,570	% 55.84 44.16 – 100.00	Shareholding after the refreshment and upon full utilization of the Issue Mandate 2,001,810,000 1,582,902,570 716,942,514 4,301,655,084	% 46.53 36.80 16.67
				100.00

Note:

These 2,001,810,000 Shares are held by Climax Associates Limited which is a company incorporated in the British Virgin Islands and owned as to 51% by Rich Concept Worldwide Limited (a company beneficially wholly-owned by Mr. Wong Chi Wing, an executive Director and the chairman of the Company), 29% by Mr. Cheng Hairong and 20% by Mr. Chu Kwok Chi, Robert. Both Mr. Cheng Hairong and Mr. Chu Kwok Chi, Robert are the executive Directors.

Assuming full utilization of the Issue Mandate, 716,942,514 new Shares will be issued, representing 20% of the issued share capital of the Company as at the Latest Practicable Date and approximately 16.67% of the issued capital of the Company as enlarged by the new Shares issued under the Issue Mandate. Shareholders should note that the aggregate shareholding interest of the existing public Shareholders will decrease from approximately 44.16% to 36.80% upon full utilization of the Issue Mandate.

Having considered that (i) the Issue Mandate provides more financing flexibility and alternatives to the Group and will increase capital funding for future acquisition opportunities for the benefits of the Group, and (ii) the fact that the shareholding of all existing Shareholders will be diluted proportionately to their respective shareholdings upon utilization of the Issue Mandate, we are of the view that such dilution or potential dilution to the shareholding of the Independent Shareholders is acceptable.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

We have considered the principal factors and reasons as summarized below:

1. background of and reasons for the Issue Mandate;

2. fund raising activities of the Company in the last 12 months;

3. liquidity of the Group;

4. financing flexibility;

5. other financing alternatives; and

6. potential dilution effect to the Shareholders;

Based on the above, we are of the view that the proposed Issue Mandate is fair and reasonable and in the interests of the Company and Independent Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the Issue Mandate to be proposed at the SGM.

Yours faithfully, For and on behalf of Tanrich Capital Limited Li Wai Kuen, Clara Director

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EXPLANATORY STATEMENT

APPENDIX

This is an explanatory statement given to the Shareholders relating to a resolution authorising the Company to repurchase its own Shares and proposed to be passed by the Shareholders by means of an ordinary resolution at the SGM.

This explanatory statement contains a summary of the information required pursuant to rule 10.06 of the Listing Rules which is set out as follows:

Share capital

• As at the Latest Practicable Date, the authorised share capital of the Shares were 25,000,000,000 Shares, of which a total of 3,584,712,570 Shares were issued and fully paid.

• Assuming that no further Shares are issued or repurchased after the Latest Practicable Date and before the date of SGM, there will be 3,584,712,570 Shares in issue, and exercise in full of the Repurchase Mandate would result in up to a maximum of 358,471,257 Shares being repurchased by the Company during the relevant period.

Reasons for repurchases

• The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Directors to purchase the Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will benefit the Company and the Shareholders.

Funding of repurchases

• The repurchase of Shares shall be made with funds legally available for such purpose in accordance with the memorandum of association and the bye-laws of the Company and the applicable laws of Bermuda. Under Bermuda law, repurchases may only be effected out of the capital paid up on the purchased Shares or out of funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company’s share premium account before the Shares are repurchased. It is envisaged that the funds required for any repurchase would be derived from such sources.

• As compared to the financial position of the Company as at 31 December 2005 (being the date of the Company’s latest audited accounts), the Directors consider that the repurchases of Shares will have no material adverse impact on the working capital and the gearing position of the Company in the event that the Repurchase Mandate were to be exercised in full during the proposed repurchase period. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the

– 18 –

EXPLANATORY STATEMENT

APPENDIX

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.

Directors, their associates and connected persons

• None of the Directors or, to the best of their knowledge having made all reasonable enquiries any of their associates, as defined in the Listing Rules, has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company.

• No connected person 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.

Undertaking of the Directors

• 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, the Company’s bye-laws and the applicable laws of Bermuda.

Share repurchase made by the Company

• The Company had repurchased Shares, whether on the Stock Exchange or otherwise, in the last six months preceding the Latest Practicable Date, and the details of the repurchases are as follow:

	Number of
	Shares	Method of	**Share Prices **	per Share
Date	repurchased	repurchase	Highest	Lowest
			HK$	HK$
29 December 2006	25,300,000	On the Stock	0.228	0.208
		Exchange
5 January 2007	5,900,000	On the Stock	0.210	0.206
		Exchange
10 January 2007	1,500,000	On the Stock	0.197	0.192
		Exchange
11 January 2007	1,440,000	On the Stock	0.195	0.193
		Exchange
12 January 2007	5,360,000	On the Stock	0.201	0.193
		Exchange
15 January 2007	3,000,000	On the Stock	0.202	0.198
		Exchange

– 19 –

EXPLANATORY STATEMENT

APPENDIX

	Number of
	Shares	Method of	**Share Prices **	per Share
Date	repurchased	repurchase	Highest	Lowest
			HK$	HK$
16 January 2007	1,300,000	On the Stock	0.203	0.201
		Exchange
17 January 2007	2,500,000	On the Stock	0.200	0.194
		Exchange
18 January 2007	2,300,000	On the Stock	0.195	0.190
		Exchange
19 January 2007	200,000	On the Stock	0.189	0.189
		Exchange

GENERAL

If as a result of a repurchase of Shares an ordinary 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. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of ordinary shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. If the Company were to repurchase Shares up to the permitted maximum of 10% of the issued ordinary share capital of the Company, such parties may together with any other parties acting in concert with them become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Climax held 2,001,810,000 Shares representing approximately 55.84% interest in the issued ordinary share capital of the Company. On the basis that no further Shares are issued or repurchased and that there is no change in Climax’s shareholding in the Company, in the event that the Repurchase Mandate is exercised in full, the shareholding of Climax would be increased to approximately 62.05% of the issued ordinary share capital of the Company. Such an increase of shareholding would not give rise to an obligation for such Shareholder to make a mandatory offer under the Takeovers Code. The Directors do not have any present intention to exercise the Repurchase Mandate to such an extent as would give rise to such an obligation.

Save as aforesaid and as at the Latest Practicable Date, the Directors were not aware of any consequence which the exercise in full of the Repurchase Mandate would have under the Takeovers Code.

– 20 –

EXPLANATORY STATEMENT

APPENDIX

PRICES OF THE SHARES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2007
January (up to the Latest Practicable Date)	0.2350	0.1930
2006
December	0.3400	0.1860
November	0.3600	0.2700
October	0.3950	0.1200
September	0.3800	0.1210
August	suspended	suspended
July	suspended	suspended
June	suspended	suspended
May	suspended	suspended
April	suspended	suspended
March	suspended	suspended
February	suspended	suspended
January	suspended	suspended

– 21 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [76 x 35] intentionally omitted <==

==> picture [172 x 35] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 689)

NOTICE IS HEREBY GIVEN that a special general meeting of EPI (Holdings) Limited (the “Company”) will be held at Room 704, 3 Lockhart Road, Wanchai, Hong Kong on Tuesday, 13 February 2007 at 10:30 a.m. for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• (A) “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of and permission to deal in the ordinary shares of HK$0.01 each in the capital of the Company (representing 10 per cent. of the ordinary shares of the Company in issue as at the date of passing this resolution) which may be issued pursuant to the exercise of options to be granted under the Company’s share option scheme adopted on 6 November 2006 (the “Scheme”), the refreshment of the scheme mandate limit in respect of the grant of options to subscribe for ordinary shares in the Company under the Scheme provided that the total number of ordinary shares which may be allotted or issued pursuant to the grant or exercise of options under the Scheme and any other share option schemes of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Scheme or any other share option schemes of the Company) shall not exceed 10 per cent. of the ordinary shares of the Company in issue as at the date of passing this resolution (the “Refreshed Mandate Limit”) be and is hereby approved and that the directors of the Company be and are hereby authorised to grant options under the Scheme up to the Refreshed Mandate Limit, to exercise all powers of the Company to allot, issue and deal with ordinary shares of the Company upon the exercise of such options and to do such acts and execute such documents for or incidental to such purpose.”

• (B) “ THAT :

• (i) subject to sub-paragraph (iii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into shares of the Company) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws and the bye-laws of the Company, be and is hereby generally and unconditionally approved;

* For identification purpose only

– 22 –

NOTICE OF SPECIAL GENERAL MEETING

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

• (iii) the aggregate nominal amount of the 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 approvals in sub-paragraphs (i) and (ii) of this resolution, otherwise than pursuant to a Rights Issue (as hereinafter defined) or upon the exercise of rights of subscription or conversion under the outstanding warrants to subscribe for shares of the Company or any securities which are convertible into shares of the Company or under the share option scheme of the Company or any scrip dividend in lieu of the whole or part of a dividend on shares of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the ordinary share capital of the Company in issue on the date of this resolution and the said approval shall be limited accordingly; and

• (iv) for the purpose of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; or

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

“Rights Issue” means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares whose names appear on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion 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 any territory outside Hong Kong).”

– 23 –

NOTICE OF SPECIAL GENERAL MEETING

(C) “ THAT :

• (i) subject to sub-paragraph (iii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued ordinary shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company on behalf of the Company during the Relevant Period to procure the Company to purchase its securities at a price determined by the Directors;

• (iii) the aggregate nominal amount of the shares of the Company which the directors of the Company are authorised to repurchase pursuant to the approval in sub-paragraphs (i) and (ii) of this resolution shall not exceed 10 per cent. of the aggregate nominal amount of the ordinary share capital of the Company in issue on the date of this resolution and the said approval shall be limited accordingly; and

• (iv) for the purpose of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; or

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

• (D) “ THAT conditional upon resolutions numbered (B) and (C) as set out in the notice convening this meeting being passed, the aggregate nominal amount of the issued ordinary shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors of the Company pursuant to and in accordance with the said resolution numbered (C) above shall be extended by adding thereto the aggregate nominal amount of the ordinary share

– 24 –

NOTICE OF SPECIAL GENERAL MEETING

capital that may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the directors of the Company pursuant to and in accordance with the resolution numbered (B) as set out in the notice convening this meeting provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the ordinary share capital of the Company as at the date of this resolution.”

By Order of the Board EPI (Holdings) Limited Hong Kin Choy, Bryan Company Secretary

Hong Kong, 29 January 2007

Registered office: Principal Place of Business in Hong Kong: Clarendon House Room 6303, 63/F, 2 Church Street Central Plaza Hamilton HM 11 18 Harbour Road Bermuda Wanchai Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.

2. A form of proxy for the meeting is enclosed. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, together with such evidence as the Board may require under the bye-laws of the Company shall be deposited at the Company’s branch share registrars in Hong Kong, Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, 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 adjourned meeting at which the person named in the instrument proposes to vote.

As at the date of this notice, the Board comprises three executive Directors, namely, Mr. Wong Chi Wing, Joseph, Mr. Cheng Hairong and Mr. Chu Kwok Chi, Robert, one non-executive Director, namely Mr. Leung Hon Chuen and three independent non-executive Directors, namely, Mr. Xu Mingshe, Mr. Wu Xiaoke and Mr. Poon Kwok Shin, Edmond.

– 25 –