Dear Shareholder We are pleased to provide you with a copy of the enclosed s (the Company) 2011 Annual Report. In future years, the Company proposes to make its Annual Report available to Shareholders via its website at only. However, you do have the option to elect to receive from the Company, free of charge, a copy of future Annual Reports either in hard copy via the mail or in soft copy via email. To exercise this option, you must complete the return slip on the following page and send it to the Company for its records. We are also pleased to advise that the 2011 Annual General Meeting of the Company will be held on the date and at the venue specified below: Date: Monday, 28 November 2011 Time: 12:00 PM (AEST) Venue: Offices of Rongtai International Group Holdings Ltd Suite 40E, Level 40, 1 Farrer Place, Governor Phillip Tower, Sydney, NSW, Australia A copy of the Notice of Annual General Meeting is enclosed with this letter. If you have any questions regarding any of the above, please feel free to contact our Company Secretary Mr Vincent Zhu via email on vzhu@rtholdings.com.au or via telephone on (02) 8006 5377. Yours faithfully, Vincent Zhu Company Secretary
-------------------------------------------------------------------------------------------------------------------------------------- Election to Receive Annual Report by Shareholder I am a shareholder of Rongtai International Group Holdings Ltd. I hereby elect to receive a copy of the Company s Annual Report each year until I elect otherwise. Shareholder Name: Delivery by: Post / Email (Please circle one option) Delivery address: (Please provide your mailing address or email address) Signature: Date: Please return this slip to Rongtai International Group Holdings Ltd, Suite 40E, Level 40, 1 Farrer Place, Sydney NSW 2000, Australia --------------------------------------------------------------------------------------------------------------------------------------
Notice of Meeting NOTICE OF ANNUAL GENERAL MEETING AGM 28 NOVEMBER 2011 Notice is hereby given that an Annual General Meeting (AGM) of (the Company) will be held as detailed immediately below: Date of AGM: 28 November 2011 Venue: Offices of Rongtai International Group Holdings Ltd Suite 40E, Level 40, 1 Farrer Place, Governor Phillip Tower Sydney NSW 2000, Australia Time: 12:00 PM (AEST) Additional information about the proposed resolutions put to the AGM can be found in the Explanatory Memorandum which accompanies and forms part of this Notice of Annual General Meeting. Ordinary Business 1. Addresses The Executive Chairman will make an address to the shareholders with regards to the running of the company throughout the year. 2. Financial Statements and Reports To discuss the Financial Report, the Directors Report and the Auditor s Report for the Company as set out in Annual Report. 3. Remuneration of Directors Resolution 1: That the Remuneration Report required under Section 300G of the Corporations Act 2001 as contained in the Directors Report of the Company for the year ended 30 June 2011, be adopted. 4. Ratification of Appointment and Re-election of Director, Mr Jie Lin Resolution 2: That pursuant to Section 201H(3) of the Corporations Act 2001, the members confirm and approve the re-appointment of Mr Jie Lin as a Director of the Company who was appointed as a Director pursuant to Rule 85 of the Constitution of the Company and who is retiring and being eligible, offers himself for re-election. 5. Ratification of Appointment and Re-election of Director, Mr Zhenguang Huang
Resolution 3: That pursuant to Section 201H(3) of the Corporations Act 2001, the members confirm and approve the re-appointment of Mr Zhenguang Huang as a Director of the Company who was appointed as a Director pursuant to Rule 85 of the Constitution of the Company and who is retiring and being eligible, offers himself for re-election. 6. Ratification of Appointment and Re-election of Director, Mr Yibiao Jiang Resolution 4: That pursuant to Section 201H(3) of the Corporations Act 2001, the members confirm and approve the re-appointment of Mr Yibiao Jiang as a Director of the Company who was appointed as a Director pursuant to Rule 85 of the Constitution of the Company and who is retiring and being eligible, offers himself for re-election. 7. Ratification of Appointment and Re-election of Director, Mr Roger Smeed Resolution 5: That pursuant to Section 201H(3) of the Corporations Act 2001, the members confirm and approve the re-appointment of Mr Roger Smeed as a Director of the Company who was appointed as a Director pursuant to Rule 85 of the Constitution of the Company and who is retiring and being eligible, offers himself for re-election. 8. Ratification of Appointment and Re-election of Director, Mr Steven Streeter Resolution 6: That pursuant to Section 201H(3) of the Corporations Act 2001, the members confirm and approve the re-appointment of Mr Steven Streeter as a Director of the Company who was appointed as a Director pursuant to Rule 85 of the Constitution of the Company and who is retiring and being eligible, offers himself for re-election. 9. Ratification of Appointment and Re-election of Director, Mr Simon Zhou Zhuang Resolution 7: That pursuant to Section 201H(3) of the Corporations Act 2001, the members confirm and approve the re-appointment of Mr Simon Zhou Zhuang as a Director of the Company who was appointed as a Director pursuant to Rule 85 of the Constitution of the Company and who is retiring and being eligible, offers himself for re-election. 10. Ratification of Appointment and Re-election of Director, Ms Xueping Liu Resolution 8: That pursuant to Section 201H(3) of the Corporations Act 2001, the members confirm and approve the re-appointment of Mr Roger Smeed as a Director of the Company who was appointed as a Director pursuant to Rule 85 of the Constitution of the Company and who is
retiring and being eligible, offers herself for re-election. 11. Appointment of Company Auditor To consider, and if thought fit, pass a resolution appointing an auditor to the Company from the range of candidates validly nominated by the members of the Company in accordance with Section 328B(1)(b) of the Corporations Act 2001. Resolution 9: The wording of this resolution is not yet available as the Company has not yet received the Nomination (from a member) and Consent (from the nominated auditor) required by the Act. Other Business To consider other business that may be brought to the attention of the AGM in accordance with the Company s Constitution. Forum for Shareholder Questions and Comments The Chairman will open the AGM to shareholder questions and comments. Directors, management and representatives of Grant Thornton Audit, the Company's external auditor, will be in attendance at the meeting to respond to questions from shareholders at this time. By Order of the Board Vincent Zhu Company Secretary 25 October 2011 Voting Instructions For the purposes of the AGM, shares will be taken to be held by persons who are registered holders as at 7.00pm 26 November, 2011. A vote on Resolution 1 will not be cast (in any capacity) by or on behalf of any of the following persons: (a) A member of the Key Management Personnel details of whose remuneration are indicated in the Remuneration Report; (b) A Closely Related Party of such a member; However, a person described above may cast a vote on Resolution 1 if:
(c) The person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and (d) The vote is not cast on behalf of any of the persons described in (a) or (b) above. In accordance with Sections 250R(4) and 250R(5) of the Corporations Act 2001, the Chair will not vote any undirected proxies in relation to Resolution 1 unless the shareholder specifically authorizes the Chair to vote in accordance with the Chair s stated voting intentions. If a shareholder wishes to nominate the Chair as their proxy for the purposes of Resolution 1, they must tick on the proxy form either for or against directing the Chair how to vote. Alternatively, the shareholder could authorize a person who is not a member of the Key Management Personnel of the Company or a Closely Related Party who would be permitted to vote undirected proxies. Information on Proxies A proxy form accompanies this Notice of AGM. Please refer to the proxy form for further information on how to vote. Additional proxy forms may be obtained from the Company or its share registrar, Security Transfer Registrars Pty Ltd. Bodies Corporate A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at meetings of shareholders of the Company or in the capacity of a shareholder's proxy. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on the body corporate s behalf, all of the powers that the body corporate could exercise at a meeting or in voting on a resolution.
EXPLANATORY MEMORANDUM This Explanatory Memorandum forms part of the Notice of Annual General Meeting and has been prepared to assist shareholders with their consideration of the Resolutions in the accompanying Notice of Annual General Meeting. Ordinary Business Resolutions Financial Statements and Reports This resolution is self-explanatory. It is intended to provide shareholders with the opportunity to raise questions on the financial Statements and Reports and on the performance of the Company generally. Shareholders should note that the Financial Statements and Reports will be received in the form presented. It is not the purpose and there is no requirement either in the Corporations Act or in the Constitution of the Company for shareholders to approve the financial report, the directors' report or the auditor's report or that the Financial Statements and Reports be accepted, rejected or modified in any way. Remuneration Report (non-binding resolution) That the Board submits its Remuneration Report to shareholders for consideration and adoption. The Corporations Act 2001 (Cth) specifically provides that the vote by shareholders is advisory only and is not binding on the Board or the Company. The Remuneration Report is set out in the Directors Report on pages 11 to 14 (inclusive) of the 2011 Annual Report. The Remuneration Report: explains the Board's policies in respect of the nature and level of remuneration paid to Directors and senior management of the Company; discusses the link between the Board's policies and the Company's performance; explains why the performance conditions were chosen and how performance is measured against them; sets out the remuneration details for each Director and each member of the Company's senior management team; and makes clear that the basis for remunerating Non-Executive Directors is distinct from the basis for remunerating executives and executive Directors. It is intended that shareholders will be provided with an opportunity to discuss the Remuneration Report at the meeting. The Voting Instructions section of the Notice of Annual General Meeting provides further information about voting on this Resolution. If at two consecutive AGMs of a listed company at least 25% of votes cast on a resolution that the remuneration report by adopted are against the adoption of the report, at the end of the second of these AGMs there must be put to the vote
a resolution that another meeting be held within 90 days at which all directors (except the managing director) who were directors at the date the remuneration report was approved at the second AGM must stand for re-election. The Board unanimously recommends that shareholders vote in favour of this Resolution. The Chair intends to vote all available proxies in favour of this Resolution. Ratification of Appointment and Re-election of Directors Rule 85 of the Constitution provides that the directors may at any time appoint a person qualified to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total numbers of directors does not at any time exceed the number fixed in accordance with the Constitution. A director appointed under this Rule shall only hold office until the next general meeting of members. Section 201H(3) of the Corporations Act 2001 provides that if a person is appointed by the other directors as a director of a public company, the company must confirm the appointment by resolution at the company's next AGM. Mr Jie Lin, Mr Zhenguang Huang, Mr Roger Smeed, Mr Steven Streeter, Mr Simon Zhou Zhuang and Ms Xueping Liu having been appointed under Rule 85 hereby retire from the Board and, being eligible, offer themselves for reelection. The Chair in his capacity as proxy holder intends to vote undirected proxies in favour of approving these Resolutions. Appointment of Auditor Grant Thornton Audit Pty Ltd was appointed as the auditor of the Company in accordance with section 327A(1) of the Corporations Act 2001. That appointment will lapse at the time of the upcoming AGM in accordance with section 327A(2) of the Act. In accordance with section 328B of the Act, the Company must appoint an auditor at its first AGM, which is the upcoming AGM, and that such appointment could only take place if one or more shareholders of the Company has validly nominated one or more qualified auditors for the appointment and such auditors have provided their written consent to the appointment. The last day for the Company to receive nominations of auditors for appointment at the AGM is 6 November 2011. The nomination must be in writing and must contain the following information: Full Name and address of the nominated auditor Full Name, address, date and signature of the nominating shareholder The nomination document must be sent to the office of the Company by mail, fax or email:
The Company Secretary Suite 40E, Level 40, 1 Farrer Place, Governor Phillip Tower, Sydney NSW 2000, Australia. Fax: +61 2 9251 2889 Email: vzhu@rtholdings.com.au It is a requirement under section 328B of the Act that all nominations received by the Company must be sent to the nominated auditor, the current auditor and all shareholders of the Company eligible to receive notice of general meetings of the Company. Shareholders are informed that the Company will make nomination information available closer to the date of the AGM.
PROXY FORM THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR. REGISTERED OFFICE: SUITE 40E GOVERNOR PHILIP TOWER LEVEL 40 1 FARRER PLACE SYDNEY NSW 2000 RONGTAI INTERNATIONAL GROUP HOLDINGS LIMITED SHARE REGISTRY: ABN: 59 146 204 140 Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au Code: RIG Holder Number: SECTION A: Appointment of Proxy I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint: The meeting Chairperson (mark with an "X") OR The name of the person you are appointing (if this person is someone other than the Chairperson of the meeting). or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 12.00pm (AEST) on Monday, 28 November 2011 at the offices of, Suite 40E, Level 40, 1 Farrer Place, Governor Phillip Tower, Sydney, NSW and at any adjournment of that meeting. SECTION B: Voting Directions to your Proxy Please mark "X" in the box to indicate your voting directions to your Proxy. Resolution For Against Abstain* 1. Remuneration of Directors 2. Ratification of Appointment and Re-election of Director, Mr Jie Lin 3. Ratification of Appointment and Re-election of Director, Mr Zhenguang Huang 4. Ratification of Appointment and Re-election of Director, Mr Yibiao Jiang 5. Ratification of Appointment and Re-election of Director, Mr Roger Smeed 6. Ratification of Appointment and Re-election of Director, Mr Steven Streeter 7. Ratification of Appointment and Re-election of Director, Mr Simon Zhou Zhuang 8. Ratification of Appointment and Re-election of Director, Ms Xueping Liu 9. Appointment of Company Auditor Details to follow in a Supplementary Notice If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box. By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of resolution 2 and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on resolution 2 and your votes will not be counted in calculating the required majority if a poll is called on resolution 2. The Chairperson of the Meeting intends to vote undirected proxies in favour of resolution 2. SECTION C: Please Sign Below This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary 8410081338 Reference Number: 1 RIG 1
My/Our contact details in case of enquiries are: NAME TELEPHONE NUMBER ( ) NOTES 1. Name and Address This is the name and address on the Share Register of RONGTAI INTERNATIONAL GROUP HOLDINGS LIMITED. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form. 2. Appointment of a Proxy If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy. If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of RONGTAI INTERNATIONAL GROUP HOLDINGS LIMITED. 3. Directing your Proxy how to vote To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions. 4. Appointment of a Second Proxy You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form. To appoint a second Proxy you must: (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and (b) Return both forms in the same envelope. 5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign. Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place. If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry. 6. Lodgement of Proxy Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 2.00pm (AEST) on Saturday 26 November 2011, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting. Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953 Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153 Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au PRIVACY STATEMENT Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form. 2083081338