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1st Proof • 31/10/2007 • Intcera • 071001526ann(Protrans)
INTCERA HIGH TECH GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8041)
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (“Meeting”) of the Company will be
held at Room 1607B, 16/F., Convention Plaza Office Tower, 1 Harbour Road, Wanchai, Hong Kong on
Thursday, 29 November 2006 at 10:30 a.m. for the following purposes:–
1. To receive and consider the audited consolidated financial statements of the Company and the
reports of the directors and auditors of the Company for the year ended 31 December 2006.
2. (A) (i) to re-elect Ms. Lin Fang as Director;
(ii) to re-elect Mr. Lin Nan as Director;
(iii) to re-elect Mr. Liu Zheng Hao as Director; and
(B) to authorize the board of directors to fix their remuneration (note 4).
3. To re-appoint Patrick Ng & Company, Certified Public Accountants, as auditors of the Company
and to authorize the board of directors to fix their remuneration (note 5).
4. As special business, to consider and, if thought fit, pass with or without amendment, the following
resolutions as ordinary resolutions:
A. “THAT:
(a) subject to paragraph (c) below, the exercise by the directors of the Company during the
Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue
and deal with unissued shares in the capital of the Company and securities convertible
into shares, and to make or grant offers, agreements and options, including warrants to
subscribe for shares, which would or might require the exercise of such powers be and is
hereby generally and unconditionally approved;
for identification purposes only

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(b) the approval in paragraph (a) above shall be in addition to any other authorization given
to the Directors and shall authorize the Directors during the Relevant Period to make or
grant offers, agreements and options, including warrants to subscribe for shares, which
would or might require the exercise of such powers 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) and issued by
the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to
(i) a Rights Issue (as hereinafter defined); or (ii) any issue of shares in the Company on
the exercise of the subscription rights attaching to any warrants or conversion rights
under the terms of any convertible bonds which may be issued by the Company or any
securities which are convertible into shares of the Company from time to time; or (iii)
the exercise of the options granted under the share option schemes of the Company; or
(iv) an issue of shares in lieu of the whole or part of a dividend on shares of the
Company in accordance with the Articles, shall not exceed 20% of the aggregate nominal
amount of the share capital of the Company in issue at the date of passing this resolution,
and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever
is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the
Company is required by any applicable law or the articles of association of the
Company to be held; and
(iii) the passing of any ordinary resolution of the Company in general meeting revoking
or varying the authority set out in this resolution.
“Rights Issue” means an offer of shares in the Company open for a period fixed by the
Directors to holders of shares whose names appear on the Register of Members of the
Company 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, or the requirements of, or the expense or delay which may
be involved in determining the existence or extent of any restrictions or obligations
under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any
recognized regulatory body or any stock exchange outside Hong Kong applicable to the
Company).”

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B. “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period
(as hereinafter defined) of all the powers of the Company to repurchase securities of the
Company on the GEM of the Stock Exchange or on any other stock exchange on which
the securities of the Company may be listed and which is recognized by the Securities
and Futures Commission and the Stock Exchange for this purpose, subject to and in
accordance with all applicable laws and/or the requirements of the GEM Listing Rules
or of any other stock exchange as amended from time to time, be and is hereby generally
and unconditionally approved;
(b) the aggregate nominal amount of securities of the Company authorized to be repurchased
by the Company pursuant to the approval in paragraph (a) above during the Relevant
Period shall not exceed 10% of the aggregate nominal amount of the share capital of the
Company in issue at the date of passing this resolution and the said approval shall be
limited accordingly; and
(c) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever
is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the
Company is required by any applicable law or the Articles to be held; and
(iii) the passing of any ordinary resolution of the Company in general meeting revoking
or varying the authority set out in this resolution.”

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C. “THAT conditional on the passing of the resolutions set out in paragraphs 4A and 4B of the
notice convening this meeting, the general mandate granted to the Directors and for the time
being in force to exercise the powers of the Company to allot, issue and deal with unissued
shares pursuant to the resolution set out in paragraph 4A of the notice convening this meeting
be and is hereby extended by the addition thereto of an amount representing the aggregate
nominal amount of the share capital of the Company repurchased by the Company under the
authority granted pursuant to the resolution set out in paragraph 4B of the notice convening
this meeting provided that such extended amount of the share capital of the Company shall not
exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at
the date of passing of the said resolution.”
By Order of the Board
Intcera High Tech Group Limited
Cheng Qing Bo
Chairman
Registered Office: Head Office and Principal
Cricket Square Place of Business:
Hutchins Drive, P.O. Box 2681 Room 1607B, 16/F.,
Grand Cayman KY1-1111 Convention Plaza Office Tower,
Cayman Islands 1 Harbour Road,
Wanchai,
Hong Kong
Hong Kong, 31 October 2007
Notes:
(1) Any member entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to
attend and vote instead of him. A proxy need not be a member of the Company.
(2) To be valid, a form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a
notarially certified copy thereof, must be deposited as soon as possible to the Company’s branch registrar in Hong
Kong, Tricor Abacus Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong, and in any event not less
than 48 hours before the time appointed for the holding of the Meeting or any adjourned Meeting.
(3) Completion and return of the proxy form will not preclude members from attending and voting in person at the
meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the
instrument appointing a proxy shall be revoked.
(4) The biographical details of Messrs. Li Fang, Lin Nan and Liu Zheng Hao, who offer themselves for re-election are
provided in Appendix II of the Company’s circular dated 31 October 2007.
(5) Patrick Ng & Company, Certified Public Accountants, retired and being eligible, offer themselves for the appointment
at the Meeting.

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As at the date of this announcement, the Company has altogether seven directors comprising three
executive directors namely, Mr. Cheng Qing Bo (also the Company’s chairman), Mr. Tung Tai Ying and
Ms. Li Fang, one non-executive director namely, Mr. Lin Nan, and three independent non-executive
directors namely, Mr. Lam Williamson, Ms. Mak Wai Fong and Mr. Liu Zheng Hao.
This announcement, for which the directors of the Company collectively and individually accept full
responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities
on the Growth Enterprise Market of the Stock Exchange (“GEM”) 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:– 1. the information contained in this announcement is accurate and
complete in all material respects and not misleading; 2. there are no other matters the omission of which
would make any statement in this announcement misleading; and 3. all opinions expressed in this
announcement have been arrived at after due and careful consideration and are founded on bases and
assumptions that are fair and reasonable.
This announcement will remain on the “Latest Company Announcement” page of the GEM website for at
least 7 days from the date of its publication.