ZO Future Group — Capital/Financing Update 2007

Oct 17, 2007

THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Grandtop International Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

GRANDTOP INTERNATIONAL HOLDINGS LIMITED 泓鋒國際控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02309)

DEEDS OF VARIATION RELATING TO THE PROPOSED ISSUE OF UNLISTED WARRANTS

Placing Agent

KINGSTON SECURITIES LIMITED

A notice convening the extraordinary general meeting of Grandtop International Holdings Limited to be held at Boardroom 3-4, M/F Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Friday, 2nd November, 2007 at 9:30 a.m. is set out on pages 12 to 13 of this circular. Whether or not you are able to attend the extraordinary general meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit at the Company’s Hong Kong Branch Share Registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

* for identification purpose only

18th October, 2007

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Deed of Variation and The Deed of Variation II . . . . . . . . . . . . . . . . . . . . . .	5
Fund raising during the past twelve months preceding the date
of the Placing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Changes of shareholding structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Implications under the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Procedures for demanding a poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . .	12

— i —

DEFINITIONS

In this circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

“Announcement”	the announcement of the Company dated 13th July,
	2007 in relation to the Placing
“associate”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“Business Day”	a day (other than Saturday and Sunday) on which banks
	in Hong Kong are generally open for business
“Company”	Grandtop International Holdings Limited, a company
	incorporated in the Cayman Islands with limited
	liability, the issued Shares of which are listed on the
	main board of the Stock Exchange
“Completion”	completion of the Placing in accordance with the terms
	and conditions of the Placing Agreement
“Deed of Variation”	the deed dated 4th October, 2007 relating to the
	amendment to the longstop date under the Placing
	Agreement and the Initial Subscription Price
“Deed of Variation II”	the deed dated 12th October, 2007 relating to further
	amending to longstop date under the Placing Agreement
	to 30th November, 2007 and additional terms of
	6-month lock-up period for exercising the subscription
	rights in relation to the Warrants
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be
	convened and held to approve, among others, the Deed
	of Variation and the Deed of Variation II
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China

— 1 —

	DEFINITIONS
“Independent Third Party”	the counterparty and its ultimate beneficial owners
	being third parties independent of the Company and
	connected persons (as defined under the Listing Rules)
	of the Company
“Initial Subscription Price”	the initial subscription price of HK$1.5 per Subscription
	Share (subject to adjustment) at which holder of the
	Warrants may subscribe for the Subscription Shares
“Instrument”	the deed poll constituting the Warrants to be executed
	by the Company on Completion
“Issue Price”	HK$0.1 per unit of Warrant to be issued pursuant to the
	Placing
“Last Trading Day”	being the full trading day immediately prior to the date
	of the Placing Agreement
“Latest Practicable Date”	16th October, 2007, the latest practicable date prior to
	the issue of this circular for the purpose of ascertaining
	certain information contained therein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“New Announcement”	the announcement of the Company dated 5th October,
	2007 relating to the Deed of Variation
“New Subscription Price”	HK$0.80 per Subscription Share (subject to adjustment)
	which holder of the Warrants may subscribe for the
	Subscription Shares
“Placee(s)”	any person or entity whom the Placing Agent has
	procured to subscribe for the Warrants
“Placing”	a private placing of the War rants to selected
	independent institutional and/or private investors
	pursuant to the Placing Agreement
“Placing Agent”	Kingston Securities Limited, a licensed corporation to
	carry out business in type 1 regulated activity (dealing
	in securities) under Securities and Futures Ordinance
	(Chapter 571 of the Laws of Hong Kong)

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DEFINITIONS

“Placing Agreement”	the conditional placing agreement dated 13th July, 2007
	entered into between the Company and the Placing
	Agent in relation to the Placing (as amended or varied
	from time to time)
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the
	Company
“Shareholder(s)”	holder(s) of the Shares
“Specific Mandate”	the specific mandate for the issue of the Subscription
	Shares to be granted to the Directors by the
	Shareholders at the EGM
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription Share(s)”	new Share(s) which may fall to be allotted and issued
	upon the exercise of the subscription rights attaching to
	the Warrants
“Warrants”	a total number of 138,240,000 unlisted warrants to be
	issued by the Company at the Issue Price, in registered
	form, in units of HK$0.1 each of subscription rights
	entitling the holder thereof to subscribe for one
	Subscription Share at the New Subscription Price at any
	time during a period of 18 months commencing from
	the date of issue of the Warrants, subject to the terms
	and conditions set out in the Instrument
“Warrantholder”	holders of the Warrants
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“%”	per cent.

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LETTER FROM THE BOARD

GRANDTOP INTERNATIONAL HOLDINGS LIMITED 泓鋒國際控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02309)

Executive Directors: Mr. Yeung Ka Sing, Carson Mr. Hui Ho Luek, Vico Mr. Steven McManaman Mr. Lee Yiu Tung Mr. Ip Wing Lun Ms. Wong Po Ling, Pauline Ms. Bessie Siu

Non-Executive Director:

Mr. Christian Lali Karembeu

Independent Non-executive Directors:

Mr. Chang Kin Man Mr. Zhou Han Ping Mr. Yip Man Ki Mr. Yau Yan Ming, Raymond

Registered Office: Cricket Square Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Unit 3008, 30/F West Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong

18th October, 2007

To the Shareholders

Dear Sir or Madam,

INTRODUCTION

On 13th July, 2007, the Board announced that the Company had entered into the Placing Agreement with the Placing Agent on 13th July, 2007 pursuant to which the Company appointed the Placing Agent as sole and exclusive placing agent to procure not fewer than six Placees to subscribe for 138,240,000 Warrants, on a fully underwritten basis, at the issue price of HK$0.1 per Warrant. A circular to Shareholders had been despatched on 27 July, 2007 convening a general meeting to approve the Placing Agreement and the Placing of Warrants. That circular is available for inspection at the principal place of business of the Company and is available for viewing on the website of Hong Kong Exchanges and Clearing Limited website at www.hkex.com.hk and at the website of the Company at www.irasia.com/ listco/hk/grandtop/index.htm.

On 4th October, 2007 (after trading hours), the Company entered into the Deed of Variation with the Placing Agent to extend the longstop date in the Placing Agreement to 31st October, 2007 and to vary the Initial Subscription Price to the New Subscription Price. On

* for identification purpose only

— 4 —

LETTER FROM THE BOARD

12th October, 2007 (after trading hours), the Deed of Variation II was also entered into by the Company with the Placing Agent to further extend the longstop date in the Placing Agreement to 30th November, 2007 in order to accommodate the time required to issue this circular and to convene the EGM. Under the Deed of Variation II, a new clause has been added to the Placing Agreement to the effect that the Placing Agent shall use its reasonable endeavours to ensure that each of the Placees shall, upon the Completion, undertake to the Company that it will not for a period of 6 months from the date of issue of the Warrants exercise its subscription rights in relation to the Warrants.

The purpose of this circular is to provide further details of, among others, the Deed of Variation and the Deed of Variation II and give you the notice of EGM.

THE DEED OF VARIATION AND THE DEED OF VARIATION II

Date: 4th October, 2007 and 12th October, 2007

Parties:

(i) Issuer: the Company

• (ii) Placing Agent: Kingston Securities Limited

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placing Agent is an Independent Third Party.

Extension of the Longstop Date, Change in the Initial Subscription Price and Lock-up Restriction

The Board announced that on 4th October, 2007 (after trading hours), the Company and the Placing Agent entered into the Deed of Variation (i) to further extend the longstop date for satisfaction of the conditions precedent under the Placing Agreement from 5th October, 2007 to 31st October, 2007 as additional time is required for certain placees to confirm their taking up of the Warrants and (ii) to change the Initial Subscription Price from HK$1.5 to HK$0.8. The change was made to the Initial Subscription Price as certain investors had requested a discount on the price given the volatile market sentiment and the fact that the price of the Shares have been trading at a deep discount to the Initial Subscription Price since the Announcement.

On 12th October, 2007 (after trading hours), the Deed of Variation II was entered into by the Company with the Placing Agent on 12th October, 2007 to further extend the longstop date in the Placing Agreement to 30th November, 2007 in order to accommodate the time required to issue this circular and to convene the EGM. Under the Deed of Variation II, a new clause has been added to the Placing Agreement to the effect that the Placing Agent shall use its reasonable endeavours to ensure that each of the Placees shall, upon the Completion, undertake to the Company that it will not for a period of 6 months from the date of issue of the Warrants exercise its subscription rights in relation to the Warrants (“Lockup Restriction”). The implementation of the Lock-up Restriction is to ensure no immediate dilution and pressure on the Share price.

— 5 —

LETTER FROM THE BOARD

It is expected the net proceeds of approximately HK$13.2 million will be raised by the Placing and the same will be utilised by the Group as general working capital whilst the very substantial acquisition transaction as disclosed in the Company’s announcement dated 29th June, 2007 will be financed by shareholders’ loan. Assuming the full exercise of the subscription rights attaching to the Warrants at the New Subscription Price, it is expected approximately HK$110.6 million will be raised which will be utilised by the Group for additional general working capital. The Directors are of the view that the New Subscription Price is fair and reasonable and in the interest of the Company and its shareholders as a whole given the current trading price of the Shares and volatility in the current market.

The New Subscription Price of HK$0.8 per Subscription Share, represents:

• (i) a discount of approximately 13.98% to the closing price of HK$0.93 per Share as quoted on the Stock Exchange on 4th October, 2007, being the Last Trading Day;

• (ii) a discount of approximately 11.50% to the average of the closing prices of HK$0.904 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day;

• (iii) a discount of approximately 15.07% to the average of the closing prices of HK$0.942 per Share as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day; and

• (iv) a discount of approximately 15.79% to the closing price of HK$0.95 per Share as quoted on the Stock Exchange as at the Latest Practicable Date.

The aggregate of the Issue Price and the New Subscription Price of HK$0.9 represents:

• (i) a discount of approximately 3.23% to the closing price of HK$0.93 per Share as quoted on the Stock Exchange on 4th October, 2007, being the Last Trading Day;

• (ii) a discount of approximately 0.44% to the average of the closing prices of HK$0.904 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day;

• (iii) a discount of approximately 4.46% to the average of the closing prices of HK$0.942 per Share as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day; and

• (iv) a discount of approximately 5.26% to the closing price of HK$0.95 per Share as quoted on the Stock Exchange as at the Latest Practicable Date.

— 6 —

LETTER FROM THE BOARD

Save for the further amendments made pursuant to the Deed of Variation and the Deed of Variation II, all other terms of the Placing Agreement shall remain unchanged.

As the Placing Agreement and the Placing had been approved by Shareholders in general meeting on 13th August, 2007, the change for the Subscription Price and the Lock-up Restriction constitute material changes to the terms of the Placing Agreement and as such requires re-approval from Shareholders at the EGM to be convened.

Shareholders should refer to the circular of the Company dated 27th July, 2007 for reference and details of the Placing.

FUND RAISING DURING THE PAST TWELVE MONTHS PRECEDING THE DATE OF THE PLACING AGREEMENT

The following table summaries the fund raising activities of the Group during the last 12 months before the date of the Placing Agreement:

				Actual use of
				Proceed as at
Date of			Intended use	the Latest
Announcements	Event	Net Proceeds	of Proceeds	Practicable Date
6th February, 2007	Issue of	approximately	For general	The amount of
	64,000,000	HK$7,744,000	working capital	approximately
			of the Group	HK$6,320,000 has
				been used for general
				working capital of the
				Group and the
				remaining balance
				has not yet
				been utilized

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LETTER FROM THE BOARD

• Actual use of Proceed as at

• Date of Intended use the Latest Announcements Event Net Proceeds of Proceeds Practicable Date 23rd April, 2007 Open Offer of approximately For future The amount of 192,000,000 HK$37,000,000 investments, approximately Shares expansion of the HK$37,000,000 has Group’s business been used for general and as general working capital working capital of the Group of the Group

• 20th June, 2007 Placing of approximately For future The placing was 115,200,000 HK$65,414,000 investments, completed on Shares expansion of the 11th July, 2007. Group’s business The amount of and as general approximately working capital HK$65,414,000 has of the Group been used for general working capital of the Group

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LETTER FROM THE BOARD

CHANGES OF SHAREHOLDING STRUCTURE

The shareholding structure of the Company before and after the full exercise of the subscription rights attaching to the Warrants (assuming full subscription of the Warrants) are as follows:

Huge Gain Development Limited (“Huge Gain”)(Note 1) Premier Rise Investments Limited (Note 2) Great Luck Management Limited_(Note 3) Ms. Leung Choi Fan(Note 4) Public Shareholders: The Placees(Note 5)_ Other public Shareholders Total	As at the Latest Practicable Date Approximate No. of Shares percentage % 96,000,000 13.89 96,000,000 13.89 125,200,000 18.11 18,975,000 2.75 — — 355,025,000 51.36 691,200,000 100.00	Immediately after completion of the Placing and assuming full exercise of the subscription rights attaching to the Warrants Approximate No. of Shares percentage % 96,000,000 11.57 96,000,000 11.57 125,200,000 15.09 18,975,000 2.29 138,240,000 16.67 355,025,000 42.81 829,440,000 100.00	Immediately after completion of the Placing and assuming full exercise of the subscription rights attaching to the Warrants Approximate No. of Shares percentage % 96,000,000 11.57 96,000,000 11.57 125,200,000 15.09 18,975,000 2.29 138,240,000 16.67 355,025,000 42.81 829,440,000 100.00
			100.00

Notes:

1. The entire issued share capital of Huge Gain is owned by Nerine Trust Company Limited (“Nerine Trust”) which is the trustee of SB Unit Trust and holds properties for the benefit of holders of units issued by SB Unit Trust. All the units issued by SB Unit Trust were held by the family members of Mr. Siu Ban, cofounder of the Company and its subsidiaries and the discretionary objects. Ms. Bessie Siu and Ms. Tsai Lai Wa, Jenny have indirect interest in Nerine Trust.

2. Premier Rise Investments Limited, a company incorporated in the British Virgin Islands and wholly owned by Mr. Hui Ho Luek, Vico, a substantial shareholder.

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LETTER FROM THE BOARD

1. Great Luck Management Limited, a company incorporated in British Virgin Islands and wholly owned by Mr. Yeung Ka Sing, Carson, a substantial shareholder.

2. Ms. Leung, spouse of Mr. Hui Ho Luek, Vico who wholly and beneficially owns Premier Rise.

3. This represents the number of Shares to be issued upon exercise of the Warrants.

IMPLICATIONS UNDER THE LISTING RULES

As at the Latest Practicable Date, save for the 24,000,000 options granted by the Company on 7th June, 2007 under the share option scheme of the Company adopted on 22nd October, 2002; the 69,120,000 options granted by the Company on 21st August, 2007 under new share option scheme of the Company approved and adopted on 30th July, 2007; and the Warrants to be issued and allotted, the Company had no other derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares.

Pursuant to Rule 15.02(1) of the Listing Rules, the Subscription Shares to be issued upon exercise of the Warrants must not, when aggregated with all other equity securities which remain to be issued on exercise of any other subscription rights, if all such rights were immediately exercised, whether or not such exercise is permissible, exceed 20% of the issued equity capital of the Company at the time the Warrants are issued. Options granted under employee or executive share schemes which comply with Chapter 17 of the Listing Rules are excluded for the purpose of such limit. The Subscription Shares to be issued upon full exercise of the subscription rights attaching to the Warrants will represent approximately 20% of the issued share capital of the Company. Accordingly, the issue of the Warrants will be in compliance with Rule 15.02(1) of the Listing Rules.

GENERAL

The Deed of Variation and the Deed of Variation II are subject to the confirmation, approval and ratification by the Shareholders at the EGM as they constitute material change to the terms of the Placing Agreement.

To the best of the Directors’ knowledge, no Shareholders have material interest in the Deed of Variation, the Deed of Variation II and the Specific Mandate which are different than other Shareholders therefore no Shareholders are required to be abstained from voting at the EGM.

EGM

A notice convening the EGM to be held at 9:30 a.m. on Friday, 2nd November, 2007 at Boardroom 3-4 M/F, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong is set out on pages 12 to 13 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed

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LETTER FROM THE BOARD

for holding the EGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.

PROCEDURES FOR DEMANDING A POLL

For your further information as required by the Listing Rules, set forth below are the procedures for demanding a poll at general meeting of the Company. Pursuant to Article no. 66 of the Company’s Articles of Association, every resolution put to the vote of a general meeting shall be decided on a show of hands unless (before or on the declaration of the results of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demand:

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

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

• (c) by a member or members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy 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 authorized 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 poll which is duly demanded shall be then held in such manner prescribed by the Articles of Association of the Company.

RECOMMENDATION

The Directors consider that the terms of the Deed of Variation and the Deed of Variation II are fair and reasonable and consider the Deed of Variation and the Deed of Variation II are in the interests of the Company and the Shareholders as a whole. Therefore, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM. If the relevant ordinary resolution to be proposed at the EGM is not approved by Shareholders, the Placing will not proceed.

Yours faithfully,

Grandtop International Holdings Limited Hui Ho Luek, Vico

Executive Director

— 11 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

GRANDTOP INTERNATIONAL HOLDINGS LIMITED 泓鋒國際控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02309)

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Grandtop International Holdings Limited (the “Company”) will be held at Boardroom 3-4, M/F Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Friday, 2nd November, 2007 at 9:30 a.m. for the following purpose of considering and, if thought fit, passing with or without modification the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the deed of variation dated 4th October, 2007 (“Deed of Variation”) and deed of variation dated 12th October, 2007 (“Deed of Variation II”) entered into between the Company and Kingston Securities Limited (a copy of which has been produced to the meeting marked “A” and “B” and signed by the Chairman of the meeting for the purpose of identification respectively), pursuant to which, inter alia, (i) the longstop date in the placing agreement dated 13th July, 2007 entered into between the Company and Kingston Securities Limited (relating to the issue of 138,240,000 unlisted warrants of the Company) be extended to 30th November, 2007; (ii) the subscription price at which holder of warrants may subscribe for shares in the Company be varied to HK$0.8 per Subscription Share (“New Subscription Price”); and (iii) the Warrants are subject to the 6-month lock-up period for exercising the subscription rights in relation to the Warrants from the date of issue be and is hereby approved, ratified and confirmed;

• (b) any one director of the Company be and is hereby authorised to take such actions or execute such documents to effect the allotment and issue of the shares of the Company upon exercise of the Warrants at the New Subscription Price and to do such other things (including affixing the Company’s common seal) and to take all such action as he or she considers necessary or desirable for the purpose of giving effect to the Deed of Variation and the Deed of Variation II and the

* for identification purpose only

— 12 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

allotment and issue of shares of the Company at the New Subscription Price upon exercise of the Warrants.”

By order of the Board Grandtop International Holdings Limited Hui Ho Luek, Vico Executive Director

Hong Kong, 18th October, 2007

Registered Office: Principal place of business in Hong Kong: Cricket Square 3008, 30th Floor Hutchins Drive West Tower, Shun Tak Centre P.O. Box 2681 168-200 Connaught Road Central Grand Cayman Hong Kong KY1-1111 Cayman Islands

Notes:

• (1) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

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

• (3) Completion and return of the form of proxy will not preclude members from attending and voting in person at the extraordinary general meeting or any adjournment.

• (4) As at the date of this notice, the board of directors of the Company comprises executive directors, namely, Mr. Yeung Ka Sing, Carson, Mr. Hui Ho Luek, Vico, Mr. Steven McManaman, Mr. Lee Yiu Tung, Mr. Ip Wing Lun, Ms. Wong Po Ling, Pauline and Ms. Bessie Siu; non-executive director, namely Mr. Christian Lali Karembeu and independent non-executive directors, namely Mr. Chang Kin Man, Mr. Zhou Han Ping, Mr. Yip Man Ki and Mr. Yau Yan Ming, Raymond.

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