Zibuyu Group Limited — Proxy Solicitation & Information Statement 2008

Apr 28, 2008

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your securities in Zhong Hua International Holdings Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or the 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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(Incorporated in Bermuda with limited liability) (Stock code: 1064)

PROPOSED RENEWAL OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; PROPOSED RE-ELECTION OF DIRECTORS; AND

NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Zhong Hua International Holdings Limited to be held at Conference Room, 1st Floor, The Star Hotel, 89 Lin He Xi Raod, Tianhe, Guangzhou, China at 3:45 p.m. on Thursday, 28 August 2008 is set out on pages 13 to 17 of this circular. Whether or not you intend to attend the annual general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding of the meeting. 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.

* For identification only

29 April 2008

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I –	EXPLANATORY STATEMENT ON
	REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II –	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING . . .	11
NOTICE OF THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . .		13

– i –

DEFINITIONS

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

“AGM”	the annual general meeting of the Company held at 3:45
	p.m. on Thursday, 28 August 2008;
“associates”	has the meaning ascribed to it under the Listing Rules;
“Board”	the board of Directors;
“Bye-Laws”	the bye-laws of the Company;
“Company”	Zhong Hua International Holdings Limited (stock code:
	1064), a company incorporated in Bermuda with limited
	liability, and the Shares of which are listed on the main
	board of the Stock Exchange;
“Convertible Bonds”	the zero-coupon convertible bonds of the Company with
	aggregate outstanding principal amount of
	HK$84,000,000 which are convertible into new Shares
	starting from December 2007 at the conversion price of
	HK$0.28 per Share (subject to adjustments);
“Director(s)”	the director(s) of the Company;
“Group”	the Company and its subsidiaries;
“Ho Family”	Ho Kam Hung, Ho Tsam Hung and Ho Pak Hung, who
	are brothers. Ho Kam Hung and Ho Tsam Hung are
	executive Directors;
“Issue Mandate”	the general mandate proposed to be granted to the
	Directors to exercise the power of the Company to issue
	new Shares and if being granted together with the
	Repurchase Mandate, an extension of such mandate to
	add the number of Shares repurchased by the Company
	under the Repurchase Mandate, on the terms set out in the
	notice of the AGM;
“Latest Practicable Date”	24 April 2008, being the latest practicable date prior to
	the printing of this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;

– 1 –

	DEFINITIONS
“Repurchase Mandate”	the general mandate proposed to be granted to the
	Directors to exercise the power of the Company to
	repurchase Shares;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Share(s)”	share(s) of par value of HK$0.20 each in the capital of
	the Company;
“Shareholder(s)”	holder(s) of the Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers;
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong
	Special Administrative Region of the People’s Republic
	of China;
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1064)

Executive Directors: Ho Tsam Hung (Vice Chairman) Ho Kam Hung (Managing Director) Yang Jia Jian

Non-executive Directors: Lam Kuo (Chairman) Young Kwok Sui Independent Non-executive Directors: Lawrence K. Tam Wong Miu Ting, Ivy Wong Kui Fai

Head office and principal place of business in Hong Kong: Suite 2911, West Tower Shun Tak Centre 168-200 Connaught Road Central Central Hong Kong

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

29 April 2008

To the Shareholders and, for information only, to the holders of the Convertible Bonds

Dear Sir or Madam,

PROPOSED RENEWAL OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; PROPOSED RE-ELECTION OF DIRECTORS; AND NOTICE OF THE ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to: (i) the proposed Issue Mandate and the proposed Repurchase Mandate; (ii) set out an explanatory statement regarding the Repurchase Mandate; (iii) the re-election of Directors who are due to retire at the AGM; and (iv) to give you notice of the AGM.

* For identification only

– 3 –

LETTER FROM THE BOARD

RENEWAL OF GENERAL MANDATE TO ISSUE SHARES

Ordinary resolutions will be proposed at the AGM to give the Directors a general and unconditional mandate to allot, issue and deal with new Shares with an aggregate nominal amount not exceeding 20% of the issued share capital of the Company as at the date of passing the resolutions until the earlier of (i) the conclusion of the next annual general meeting of the Company following the passing of the resolutions; and (ii) the date on which the ordinary resolutions are revoked or varied by the Shareholders in a general meeting of the Company.

At the special general meeting held on 18 February 2008, the Directors were granted a general mandate to allot, issue and deal with new Shares up to 20% of the aggregate issued share capital of the Company as at the date of such meeting. As at the date of the aforesaid special general meeting, 1,164,041,300 Shares were in issue and accordingly, a maximum of 232,808,260 Shares can be issued under the previous general mandate. Such mandate has not been utilized as at the Latest Practicable Date and will be lapsed at the conclusion of the forthcoming AGM. Accordingly, an ordinary resolution will be proposed by the Directors at the forthcoming AGM for the renewal of the Issue Mandate.

If the Issue Mandate is granted together with the Repurchase Mandate, a separate ordinary resolution will be proposed to increase the number of Shares which may be allotted and issued under the Issue Mandate by the aggregate number of Shares repurchased by the Company under the Repurchase Mandate. The Company does not have any present intention to exercise the Issue Mandate (if granted at the AGM).

Subject to the approval of the Shareholders for the renewal of the Issue Mandate, and assuming that no other Shares will be issued or repurchased by the Company and no conversion rights attached to the Convertible Bonds are exercised on or prior to the date of the AGM, the Shares in issue as at the date of the AGM would be 1,164,041,300 Shares, which means that under the Issue Mandate (as renewed) the Directors would be authorised to allot and issue a maximum of 232,808,260 Shares (not taking into account the extension of the Issue Mandate to add the number of Shares repurchased by the Company under the Repurchase Mandate) if the Issue Mandate is renewed.

RENEWAL OF GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the AGM to give the Directors a general and unconditional mandate to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution until the earlier of (i) the conclusion of the next annual general meeting of the Company following the passing of the resolution; and (ii) the date on which the ordinary resolution is revoked or varied by the Shareholders in a general meeting of the Company.

– 4 –

LETTER FROM THE BOARD

At the special general meeting held on 18 February 2008, the Directors were granted a general mandate to repurchase Shares on the Stock Exchange up to a maximum of 10% of the share capital of the Company. As at the date of the aforesaid special general meeting, 1,164,041,300 Shares were in issue and accordingly, a maximum of 116,404,130 Shares can be repurchased under the previous general mandate. Such mandate has not been utilized as at the Latest Practicable Date and will be lapsed at the conclusion of the forthcoming AGM. Accordingly, an ordinary resolution will be proposed by the Directors at the forthcoming AGM for the renewal of the Repurchase Mandate.

The Company at present does not have any plan for repurchases of Shares. Repurchases will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. Considering the rapid changes in market conditions, the Repurchase Mandate can provide more flexibility to the Directors to enhance the net asset value of the Company and/or its earnings per Share. An explanatory statement containing information relating to the Repurchase Mandate as required pursuant to the Listing Rules is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

Pursuant to Bye-laws 86 and 87, at each annual general meeting, one-third of the relevant number of Directors (or, if their number is not a multiple of three, the number closest to but not greater than one-third) shall retire from office by rotation. As such, Mr. Ho Tsam Hung and Mr. Yang Jia Jian will retire from office and offer themselves for re-election at the AGM.

At the AGM, ordinary resolutions will be proposed to the Shareholders for the re-election of Mr. Ho Tsam Hung and Mr. Yang Jia Jian as executive Directors, in accordance with the provisions of Bye-laws of the Company.

Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular. Save for the matters disclosed therein in relation to each of Mr. Ho Tsam Hung and Mr. Yang Jia Jian, there is no information that is required to be disclosed pursuant to Paragraph (h) to (v) of Rule 13.51(2) of the Listing Rules, and there are no other matters that need to be brought to the Shareholders’ attention regarding their re-election.

AGM

A notice convening the AGM with the resolutions, among other matters, is set out in this circular. Whether or not the Shareholders are able to attend the meeting or any adjourned meeting, they are requested to complete the accompanying form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the meeting or any adjourment should they wish to do so.

– 5 –

LETTER FROM THE BOARD

PROCEDURES BY WHICH A POLL MAY BE DEMANDED

Pursuant to Bye-law 66 of the Bye-laws of the Company, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded:

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

• (b) by at least three Shareholders present in person or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Shareholder or Shareholders present in person or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by a Shareholder or Shareholders present in person 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 the shares conferring that right; or

• (e) if required by the rules of the Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing five per cent. (5%) or more of the total voting rights at such meeting.

RECOMMENDATION

The Directors are of the opinion that the renewal of the Issue Mandate and the Repurchase Mandate are in the interests of the Company and its Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

– 6 –

LETTER FROM THE BOARD

Copies of the Company’s memorandum of association and Bye-Laws will be available for inspection at the principal place of business of the Company in Hong Kong during normal business hours from the date of this circular up to and including the date of the AGM.

Yours faithfully, For and on behalf of the Board of Zhong Hua International Holdings Limited Ho Kam Hung

Executive Director

– 7 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information in relation to the Repurchase Mandate for your consideration.

SHARE CAPITAL

As at the Latest Practicable Date, there were 1,164,041,300 Shares in issue and Convertible Bonds with outstanding principal amount of HK$84,000,000 which are convertible into 300,000,000 Shares at the conversion price of HK$0.28 per Share (subject to adjustments).

On the assumption that there will be no variation in the issued Shares and conversion of the Convertible Bonds prior to the date of the AGM, the Company would be allowed to repurchase up to a maximum of 116,404,130 Shares.

REASONS FOR THE REPURCHASE

The Directors believe that it is in the interests of the Company and its Shareholders to have general authority from the Shareholders to enable the Directors to repurchase Shares on the Stock Exchange. Such repurchase may, depending on marketing conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders.

FUNDING OF THE REPURCHASE

It is proposed that the repurchase of Shares under the Repurchase Mandate would be financed from available cash flow or working capital facilities of the Company and its subsidiaries. In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association, Bye-Laws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, or funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a new issue of Shares made for the purpose of the repurchase. The amount of premium payable on the repurchase may only be paid out of either funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account before the Shares are repurchased.

There may be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts of the Company for the year ended 31 December 2007 as announced on 18 April 2008), in the event that the proposed Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

– 8 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months prior to the printing of this circular were as follows:

	Per Share
	Highest	Lowest
	HK$	HK$
2007
April	0.350	0.227
May	0.400	0.250
June	0.460	0.280
July	0.420	0.335
August	0.420	0.210
September	0.390	0.270
October	0.460	0.255
November	0.475	0.315
December	0.390	0.310
2008
January	0.380	0.200
February	0.260	0.200
March	0.270	0.210
April (up to the Latest Practicable Date)	0.315	0.228

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any of the Shares to the Company.

No connected person (as defined in the Listing Rules) has notified that he/she has a present intention to sell any of the 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 powers of the Company to make repurchase pursuant to the proposed resolution in accordance with the Listing Rules and the laws of Bermuda.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

EFFECT OF THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert 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.

To the best knowledge of the Company and as at the Latest Practicable Date, the Ho Family was interested in (i) 344,000,000 Shares, representing approximately 29.6% of the issued share capital of the Company and (ii) the Convertible Bonds with outstanding principal amount of HK$84,000,000 which are convertible into 300,000,000 Shares.

Assuming that none of the Convertible Bonds are exercised prior to the AGM and there are no alteration to the existing shareholdings of the Ho Family, upon exercise of the Repurchase Mandate in full in accordance with the terms of the ordinary resolution to be proposed at the AGM, the aggregate shareholding of the Ho Family in the Company would be increased to approximately 32.8% of the issued share capital of the Company. The Directors are aware that this would give rise to an obligation on the part of the Ho Family to make a mandatory offer for all the Shares not already owned by the Ho Family. Currently, the Directors have no intention to repurchase Shares pursuant to the Repurchase Mandate which may trigger general offer obligation under Rule 26 of the Takeovers Code.

Assuming that there is no further issue of Shares between the Latest Practicable Date and date of repurchase, the exercise of Repurchase Mandate whether in whole or in part will not result in the number of Shares being reduced to less than 25% of the issued share capital of the Company being held by the public as required by Rule 8.08 of the Listing Rules. The Directors have no intention to exercise the Repurchase Mandate to an extent as may result in a public shareholding of less than such prescribed percentage.

SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of the Shares (whether on the Stock Exchange or otherwise) has been made by the Company during the six months preceding the date of this circular.

– 10 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Executive Directors

Mr. Ho Tsam Hung , aged 55, is the Executive Vice-Chairman of the Company. Mr. Ho has over 20 years’ experience in property investment and development in the Mainland China and Hong Kong. Mr. Ho Tsam Hung is a brother of Mr. Ho Kam Hung, another executive Director. Mr. Ho Tsam Hung is also the brother of Mr. Ho Pak Hung, who has interests in 27,000,000 Shares through a controlled corporation, On Tai Profits Limited, representing approximately 2.32% of the issued share capital of the Company.

Mr. Ho has not held any directorships in any other listed public companies in the last three years. As at the Latest Practicable Date, he had interests in 14,500,000 Shares of the Company through a controlled corporation within the meanings of Part XV of the Securities and Futures Ordinance. Moreover, he was interested in approximately 31.58% of the issued share capital of High Rank Enterprises Limited (“High Rank”), which High Rank holds 31,700,000 Shares as at the Latest Practicable Date, and was also interested in approximately 33.33% of the issued share capital of EC Fair Limited (“EC Fair”), which EC Fair holds 243,800,000 Shares as at the Latest Practicable Date.

Since the expiration of his service contract with the Company in September 2000, there was no service contract entered into between the Company and Mr. Ho, but he is subject to retirement by rotation and eligible for re-election at annual general meeting of the Company in accordance with the provisions of Bye-laws. At present, Mr. Ho is entitled to a nominal fee of HK$20,000 per month, with reference to (i) his experience, qualifications, duties to the Company; (ii) a discretionary bonus which will depend on the financial results of the Company and on his performance; and (iii) the Company’s remuneration policy for Directors. Subject to the election, Mr. Ho will be offered a service contract for a term of three years with effect from the date of election and the remuneration terms will remain unchanged. Save for the matters disclosed above, there is no information that is required to be disclosed pursuant to Paragraph (h) to (v) of Rule 13.51(2) of the Listing Rules, and there are no other matters that need to be brought to the Shareholders’ attention regarding his election.

Mr. Yang Jia Jian , aged 43, is an executive Director. He holds a bachelor degree in economics from a university in China. Mr. Yang has over 21 years’ experience in project management in the Mainland China and Macau.

Mr. Yang has not held any directorships in any other listed public companies in the last three years. He does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, he did not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

– 11 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Yang has not entered into any service contract with the Company nor is he appointed for any specific length of services of the Company, but is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the provisions of Bye-laws. At present, Mr. Yang is entitled to a nominal fee of HK$20,000 per month, with reference to (i) his experience, qualifications, duties to the Company; (ii) a discretionary bonus which will depend on the financial results of the Company and on his performance; and (iii) the Company’s remuneration policy for Directors. Subject to the election, Mr. Yang will be offered a service contract for a term of three years with effect from the date of election and the remuneration terms will remain unchanged. Save for the matters disclosed above, there is no information that is required to be disclosed pursuant to Paragraph (h) to (v) of Rule 13.51(2) of the Listing Rules, and there are no other matters that need to be brought to the Shareholders’ attention regarding his election.

– 12 –

NOTICE OF THE ANNUAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1064)

NOTICE IS HEREBY GIVEN that an annual general meeting of Zhong Hua International Holdings Limited (the “Company”) will be held at 3:45 p.m. on Thursday, 28 August 2008 at Conference Room, 1st Floor, The Star Hotel, 89 Lin He Xi Road, Tianhe, Guangzhou, China for the following purposes:

1. To receive and consider the audited financial statements and reports of the directors and auditors of the Company for the year ended 31 December 2007.

2. To re-elect Mr. Ho Tsam Hung as an executive director of the Company.

3. To re-elect Mr. Yang Jia Jian as an executive director of the Company.

4. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.

5. To re-appoint auditors and authorise the board of directors of the Company to fix their remuneration.

As special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions which will be proposed, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

6. “ THAT :

• (A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the “Directors”) 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 and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

* For identification only

– 13 –

NOTICE OF THE ANNUAL GENERAL MEETING

• (B) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period;

• (C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or pursuant to the exercise of any options granted under the share option scheme adopted by the Company or an issue of shares upon the exercise of subscription rights attached to the warrants which might be issued by the Company or an issue of shares in lieu of the whole or part of a dividend on shares or any scrip dividend scheme or similar arrangement in accordance with the Bye-Laws of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and

• (D) for the purposes of this resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and Bye-laws of the Company or any applicable law of Bermuda to be held; or

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

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).”

– 14 –

NOTICE OF THE ANNUAL GENERAL MEETING

1. “ THAT :

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

3. (B) the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;

4. (C) the aggregate nominal amount of share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and

5. (D) for the purposes of this resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and Bye-laws of the Company or any applicable law of Bermuda to be held; or

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

– 15 –

NOTICE OF THE ANNUAL GENERAL MEETING

1. “ THAT conditional upon the passing of ordinary resolution nos. 6 and 7 in the notice convening the annual general meeting of the Company, the aggregate nominal amount of the share capital of the Company which are repurchased by the Company pursuant to and in accordance with the said ordinary resolution no. 7 shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to and in accordance with the said ordinary resolution no. 6.”

By Order of the Board Lee Tao Wai Company Secretary

Hong Kong, 29 April 2008

Executive Directors Mr. Ho Tsam Hung (Vice Chairman) Mr. Ho Kam Hung (Managing Director) Mr. Yang Jia Jian

Non-executive Directors Ms. Lam Kuo (Chairman) Mr. Young Kwok Sui

Independent Non-executive Directors

Mr. Lawrence K. Tam Ms. Wong Miu Ting, Ivy Mr. Wong Kui Fai

– 16 –

NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

1. A form of proxy for the meeting is enclosed.

2. Any member of the Company entitled to attend and vote at the meeting 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 represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

4. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date.

5. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

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