THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Sunlink International Holdings Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser and the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. SUNLINK INTERNATIONAL HOLDINGS LIMITED * ( ) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2336) CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING A letter from the Provisional Liquidators of the Company is set out on pages 2 to 4 of this circular. A notice convening an extraordinary general meeting of the Company to be held at the Auditorium, 1/F, Duke of Windsor Social Service Building, No. 15 Hennessy Road, Wanchai, Hong Kong on Monday, 27 July 2009 at 2:30 p.m. is set out on pages 5 to 6 of this circular. There is a form of proxy for use at the extraordinary general meeting accompanying this circular. Whether or not you intend to attend the extraordinary general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited at 26/F., 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 the holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you wish to do so. * For identification purposes only 9 July 2009

2 CONTENTS Page Definitions... 1 Letter from the Provisional Liquidators Introduction... 2 Change of auditors Action to be taken... 3 Recommendation... 4 Notice of the EGM i

3 DEFINITIONS In this circular, the following expressions have the following meanings unless the context otherwise requires: ANDA Messrs. ANDA CPA Limited Company Sunlink International Holdings Limited (Provisional Liquidators Appointed), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange Deloitte Director EGM Group Hong Kong Listing Rules Provisional Liquidators Shareholder(s) Stock Exchange Deloitte Touche Tohmatsu the director of the Company the extraordinary general meeting of the Company to be held at the Auditorium, 1/F, Duke of Windsor Social Service Building, No. 15, Hennessy Road, Wanchai, Hong Kong on Monday, 27 July 2009 at 2:30 p.m., notice of which is set out on pages 5 to 6 of this circular the Company together with its subsidiaries The Hong Kong Special Administrative Region of the People s Republic of China the Rules Governing the Listing of Securities on the Stock Exchange means Mr. Stephen Liu Yiu Keung and Mr. David Yen Ching Wai, both of Ernst & Young Transactions Limited, 62/F, One Island East, 18 Westlands Road, Island East, Hong Kong, the Joint and Several Provisional Liquidators of the Company who act without personal liabilities holder(s) of the shares of the Company The Stock Exchange of Hong Kong Limited 1

4 LETTER FROM THE PROVISIONAL LIQUIDATORS SUNLINK INTERNATIONAL HOLDINGS LIMITED * ( ) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2336) Provisional Liquidators: Mr. Stephen Liu Yiu Keung Mr. David Yen Ching Wai Executive Director: Dr. Wong Shu Wing Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY Cayman Islands British West Indies Principal place of business in Hong Kong: 62/F, One Island East 18 Westlands Road Island East Hong Kong 9 July 2009 To the Shareholders Dear Sir or Madam, CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING INTRODUCTION Reference is made to the announcement of the Company dated 9 June 2009 in relation to the resignation of auditors of the Company and the proposed appointment of the auditors (the Announcement ). The purpose of this circular is to provide you with details of the change of auditors of the Company and to give you the notice convening the EGM for the purpose of considering and, if thought fit, approving the following resolution that ANDA be appointed as auditors of the Company with immediate effect to hold office until the conclusion of the next annual general meeting of the Company, and the Provisional Liquidators of the Company be authorized to fix the remuneration of the said auditors. * For identification purposes only 2

5 LETTER FROM THE PROVISIONAL LIQUIDATORS CHANGE OF AUDITORS On 9 June 2009, it was announced in the Announcement that Deloitte have resigned as the auditors of the Group with effect from 25 May The Provisional Liquidators propose to appoint ANDA as the auditors of the Company to fill the vacancy following the resignation of Deloitte and to hold office until the conclusion of the next annual general meeting of the Company. The appointment of ANDA is subject to the approval of the Shareholders at the EGM. On 30 June 2009, the Company entered into an engagement letter with ANDA as the new auditors. The engagement was signed for the purpose of allowing the new auditors to commence work immediately in the interest of time with an aim to achieve an early resumption of trading in the shares of the Company for the benefit of the creditors and the Shareholders at a whole. Under Article 158 of the articles of association of the Company, if the office of auditor becomes vacant by the resignation of the auditor, the Director shall as soon as practicable convene an extraordinary general meeting to fill the vacancy. ACTION TO BE TAKEN Notice of the EGM is set out on pages 5 to 6 of this circular. At the EGM, the ordinary resolution will be proposed to approve, inter alia, the appointment of auditors. None of the Shareholders are required to abstain from voting at the EGM. Pursuant to the amendments to the Listing Rules, which came into effect on 1 January 2009, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the ordinary resolution will be put to vote by way of poll at the EGM. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules. A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited at 26/F., 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 the holding of EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you wish to do so. 3

6 LETTER FROM THE PROVISIONAL LIQUIDATORS RECOMMENDATION The Provisional Liquidators consider that the appointment of ANDA as the auditors of the Company to fill the vacancy following the resignation of Deloitte is necessary and is in the best interest of the Company and the Shareholders as a whole, and therefore recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM set out in the notice convening the EGM enclosed herewith. Yours faithfully, For and on behalf of Sunlink International Holdings Limited Stephen Liu Yiu Keung David Yen Ching Wai Joint and Several Provisional Liquidators of the Company who act without personal liabilities 4

7 NOTICE OF THE EGM SUNLINK INTERNATIONAL HOLDINGS LIMITED * ( ) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2336) NOTICE OF THE EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Sunlink International Holdings Limited (the Company ) will be held at the Auditorium, 1/F, Duke of Windsor Social Service Building, No. 15 Hennessy Road, Wanchai, Hong Kong on Monday, 27 July 2009 at 2:30 p.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution as an ordinary resolution : ORDINARY RESOLUTION THAT ANDA CPA Limited be and is hereby appointed as auditors of the Company with immediate effect to hold office until the conclusion of the next annual general meeting of the Company, and THAT the Provisional Liquidators of the Company be and are hereby authorized to fix the remuneration of the said auditors. Hong Kong, 9 July 2009 For and on behalf of Sunlink International Holdings Limited Stephen Liu Yiu Keung David Yen Ching Wai Joint and Several Provisional Liquidators of the Company who act without personal liabilities * For identification purposes only 5

8 NOTICE OF THE EGM Notes: 1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies (if such member is the holder of two or more shares) to attend and vote on his behalf. A proxy needs not be a member of the Company but must be present in person at the meeting to represent the member. 2. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with power of attorney or other authority, if any, under which it is signed, or a certified copy thereof must be delivered to Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. 3. Where there are joint holders of any ordinary share of the Company, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. As at the date of this notice, the Company has only one executive Director, namely Dr. Wong Shu Wing and no independent non-executive Director. 6