FIRST NATURAL FOODS HOLDINGS LIMITED (Provisional Liquidators Appointed) * ( ) (Incorporated in Bermuda with limited liability) (stock code: 1076)

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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, 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 First Natural Foods Holdings Limited, you should at once hand this circular 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. FIRST NATURAL FOODS HOLDINGS LIMITED * ( ) (Incorporated in Bermuda with limited liability) (stock code: 1076) PROPOSED APPOINTMENT OF AUDITORS AND NOTICE OF SPECIAL GENERAL MEETING A notice convening the special general meeting of First Natural Foods Holdings Limited to be held at 10:00 a.m. on 21 September 2009 (Monday) is set out on pages 5 to 6 of this circular. A form of proxy for use at the special general meeting is enclosed. If you are not able to attend the special general meeting in person, please complete the form of proxy in accordance with the instructions printed thereon and return it to the Company s branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at Rooms , 18th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong as soon as possible and in any event, not less than 48 hours before the time fixed for holding of the special 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 in person at the special general meeting or any adjourned meeting should you so wish. In such event, the instrument appointing a proxy shall be deemed revoked. * For identification purposes only 4 September 2009

2 CONTENTS Page Definitions... 1 Letter from the Provisional Liquidators and the Board Introduction... 2 Proposed Appointment of Auditors... 3 SGM... 3 Recommendation... 4 General Information... 4 Notice of Special General Meeting i

3 DEFINITIONS In this circular, the following expressions have the following meanings unless the context otherwise requires: ANDA Board CCIF ANDA CPA Limited the board of Directors CCIF CPA Limited Company First Natural Foods Holdings Limited (Provisional Liquidators Appointed), a company incorporated in Bermuda with limited liability, the Shares are listed on the Main Board of the Stock Exchange Director(s) Hong Kong Listing Rules Provisional Liquidators Share(s) Shareholders SGM Stock Exchange HK$ or cents the director(s) of the Company The Hong Kong Special Administrative Region of the People s Republic of China the Rules Governing the Listing of Securities on the Stock Exchange 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, Hong Kong, the joint and several provisional liquidators of the Company ordinary share(s) in the share capital of the Company with a par value of HK$0.05 each holders of the Shares the special general meeting of the Company to be held at Room 202 of the Hong Kong Council of Social Service, Duke of Windsor Social Service Building, No. 15 Hennessy Road, Wanchai, Hong Kong, on 21 September 2009 (Monday) at 10:00 a.m. and any adjourned meeting, notice of which is set out on pages 5 to 6 of this circular The Stock Exchange of Hong Kong Limited Hong Kong dollars and cents respectively, the lawful currency of Hong Kong 1

4 LETTER FROM THE PROVISIONAL LIQUIDATORS AND THE BOARD FIRST NATURAL FOODS HOLDINGS LIMITED * ( ) (Incorporated in Bermuda with limited liability) (stock code: 1076) Provisional Liquidators Mr. Stephen Liu Yiu Keung Mr. David Yen Ching Wai Executive Director Mr. Lee Wa Lun, Warren Independent Non-executive Directors Mr. Wong Chi Keung Mr. Leung King Yue, Alex Mr. Tang Chi Chung, Matthew Mr. Lo Wai On Registered Office Clarendon House 2 Church Street Hamilton HM11 Bermuda Head Office and Principal Place of Business in Hong Kong Room 2501, 25/F. China Online Centre No. 333 Lockhart Road Wanchai, Hong Kong 4 September 2009 To the Shareholders Dear Sirs or Madams, PROPOSED APPOINTMENT OF AUDITORS AND NOTICE OF SPECIAL GENERAL MEETING INTRODUCTION On 27 August 2009, the Provisional Liquidators announced that CCIF had resigned as the auditors of the Company with effect from 20 August 2009, and the Provisional Liquidators and the Board proposed to appoint ANDA as the auditors of the Company to fill the vacancy following the resignation of CCIF and to hold office until the conclusion of the next annual general meeting of the Company, subject to the approval of the Shareholders at the SGM. * For identification purposes only 2

5 LETTER FROM THE PROVISIONAL LIQUIDATORS AND THE BOARD It is proposed that at the SGM, an ordinary resolution to approve the appointment of ANDA as auditors of the Company would be made to the Shareholders. The principal purpose of this circular is to provide the Shareholders with details of the above proposed appointment of auditors and to give the Shareholders the notice of the SGM. PROPOSED APPOINTMENT OF AUDITORS On 27 August 2009, the Provisional Liquidators announced that CCIF had resigned as the auditors of the Company with effect from 20 August In the resignation letter issued by CCIF to the Company dated 20 August 2009, CCIF confirmed that, save for no consensus on the audit fee in respect of the financial year ended 31 December 2008 could be reached, there were no matters and/or no circumstances connected with their resignation which they considered should be brought to the attention of the Shareholders. Save as disclosed above, the Company is not aware of any other matters and/or circumstances connected with the resignation of CCIF which should be brought to the attention of the Shareholders. Under bye-law 157 of the Bye-Laws of the Company, if the office of auditor becomes vacant by the resignation, the Directors shall as soon as practicable convene a special general meeting to fill the vacancy. The Provisional Liquidators and the Board proposed to appoint ANDA as the auditors of the Company to fill the vacancy following the resignation of CCIF and to hold office until the conclusion of the next annual general meeting of the Company, subject to the passing of an ordinary resolution by the Shareholders at the SGM. According to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the SGM must be taken by poll and an announcement is required to be made by the Company after the SGM on the results of the poll in the manner prescribed under Rule 13.95(5) of the Listing Rules. The Company will procure the chairman of the SGM to demand for a poll for the ordinary resolution put to the vote at the SGM in accordance with the Bye-laws of the Company. SGM The notice of the SGM is set out on pages 5 to 6 of this circular. At the SGM, an ordinary resolution will be proposed to approve the proposed appointment of auditors of the Company. None of the Shareholders is required to abstain from voting at the SGM. A form of proxy for use at the SGM is enclosed with this circular. If you are not able to attend the SGM in person, please complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company s branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at Rooms , 18th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong as soon as possible and in 3

6 LETTER FROM THE PROVISIONAL LIQUIDATORS AND THE BOARD any event, not less than 48 hours before the time scheduled for holding of the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish. In such event, the instrument appointing a proxy shall be deemed revoked. RECOMMENDATION The Provisional Liquidators and the Board consider that the appointment of ANDA as the auditors of the Company to fill the vacancy following the resignation of CCIF is necessary and is in the best interest of the Company and the Shareholders as a whole. The Provisional Liquidators and the Board recommend the Shareholders to vote in favour of the ordinary resolution set out in the notice of the SGM to approve the appointment of the Company s auditors. GENERAL INFORMATION The English text of this circular shall prevail over the Chinese text. For and on behalf of First Natural Foods Holdings Limited Stephen Liu Yiu Keung David Yen Ching Wai Joint and Several Provisional Liquidators By order of the Board First Natural Foods Holdings Limited Wong Chi Keung Independent Non-executive Director 4

7 NOTICE OF SPECIAL GENERAL MEETING FIRST NATURAL FOODS HOLDINGS LIMITED * ( ) (Incorporated in Bermuda with limited liability) (stock code: 1076) NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that a special general meeting (the SGM ) of First Natural Foods Holdings Limited (the Company ) will be held at Room 202 of the Hong Kong Council of Social Service, Duke of Windsor Social Service Building, No. 15 Hennessy Road, Wanchai, Hong Kong on 21 September 2009 (Monday) at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following ordinary resolution: ORDINARY RESOLUTION THAT ANDA CPA Limited be and is hereby appointed as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company and the joint and several provisional liquidators of the Company be and are hereby authorized to fix their remuneration. For and on behalf of First Natural Foods Holdings Limited Stephen Liu Yiu Keung David Yen Ching Wai Joint and Several Provisional Liquidators By order of the Board First Natural Foods Holdings Limited Wong Chi Keung Independent Non-executive Director Hong Kong, 4 September 2009 Principal Place of Business in Hong Kong Room 2501, 25/F. China Online Centre No. 333 Lockhart Road Wanchai, Hong Kong * For identification purposes only 5

8 NOTICE OF SPECIAL GENERAL MEETING Notes: (1) A member entitled to attend and vote at the SGM may appoint one or, if he is the holder of two or more shares of the Company (the Shares ), more than one proxy to attend and vote on his behalf and such proxy need not be a member of the Company. A form of proxy for use at the SGM is enclosed with the circular of the Company dated 4 September (2) In order to be valid, the form of proxy, together with any power of attorney or authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company s branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at Rooms , 18th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong not less than 48 hours before the time scheduled for holding the SGM. (3) Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGM (or any adjourned meeting) and in such event, the authority of the proxy shall be deemed revoked. (4) In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he or she were solely entitled thereto but if more than one of such joint holders are present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding. As at the date of this notice, the board of the Company comprises five directors of which Mr. Lee Wa Lun, Warren is an executive director; and Mr. Wong Chi Keung, Mr. Leung King Yue, Alex, Mr. Tang Chi Chung, Matthew and Mr. Lo Wai On are independent non-executive directors. 6