Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(Incorporated in Bermuda with limited liability)

(Stock Code: 00336) NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the special general meeting (the "Meeting") of Huabao International Holdings Limited (the "Company") will be held at Suite 3008, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 31 January 2013 at 9:30 a.m. (if there is a "black" rainstorm warning or a tropical cyclone warning signal number 8 or above in force on 31 January 2013, the provisions contained in Note 9 below shall be applicable) for the following purposes: ORDINARY RESOLUTIONS

1. To consider and approve the revision to the existing annual caps of the Continuing Connected Transaction for the three financial years ending 31 March 2015 contemplated under the Hongta Framework Agreement. (Note 1)

2. To consider and approve the Continuing Connected Transaction and the proposed caps for the period from 1 January 2013 to 31 March 2013, and for each of the two financial years ending 31 March 2015 contemplated under the GD Framework Agreement. (Note 2)

By Order of the Board

Huabao International Holdings Limited POON Chiu Kwok

Executive Director

Hong Kong, 10 January 2013

* For identification purposes only

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Notes:
1. For details of the revision to the annual caps of the Continuing Connected Transaction for the three financial years ending 31 March 2015 contemplated under the Hongta Framework Agreement, please refer to the Company's circular dated 10 January 2013 (the "Circular").
2. For details of the Continuing Connected Transaction and the proposed caps for the period from 1 January 2013 to 31 March 2013, and for each of the two financial years ending 31 March 2015 contemplated under the GD Framework Agreement, please refer to the Circular.
3. A shareholder of the Company entitled to attend and vote at the Meeting (or at any adjournment thereof) is entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead in accordance with the bye-laws of the Company. A proxy need not be a shareholder of the Company.
4. A form of proxy for use at the Meeting is enclosed.
5. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified true copy of that power of attorney or authority must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (or any adjourned meeting thereof) and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the Meeting (or any adjourned meeting thereof) should they so wish.
6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of such shares.
7. In order to determine the entitlement of Shareholders to attend and vote at the Meeting and also to determine Shareholders who qualify for the interim and special dividends (please refer to the Company's announcement dated 19 November 2012 for details), the Register of Members of the Company will be closed from 28 January 2013 (Monday) to 31 January 2013 (Thursday), both days inclusive, during which no transfer of shares will be effected. All properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar, Tricor Tengis Limited, 26/F., Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not later than

4:30 p.m. on 25 January 2013 (Friday). Shareholders whose names are recorded in the Register of Members of the Company on 31 January 2013 (Thursday) are entitled to attend and vote at the Meeting and to receive the interim and special dividends.

8. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the Meeting.
9. If there is a "black" rainstorm warning or a tropical cyclone warning signal number 8 or above in force at or after 7:30 a.m. on 31 January 2013 and/or the Hong Kong Observatory has announced at or before 7:30 a.m. on 31 January 2013 that either of the above mentioned warnings is to be issued within the next two hours, the Meeting shall automatically be postponed to the next Business Day on which no "black" rainstorm warning or tropical cyclone warning signal number 8 or above is hoisted between the hours from 7:30 a.m. to 9:30 a.m. and in such case the Meeting shall be held at 9:30 a.m. on that Business Day at Suite 3008, Central Plaza, 18
Harbour Road, Wanchai, Hong Kong. "Business Day", in this context, shall mean a day (not being a Saturday, Sunday or public holiday) on which licensed banks in Hong Kong are open for general banking business.

As at the date of this announcement, the Board comprises six executive directors, namely Ms. CHU Lam Yiu (Chairman), Messrs. LAU Chi Tak (CEO), POON Chiu Kwok, WANG Guang Yu, XIA Li Qun, XIONG Qing and three independent non-executive directors, namely Dr. JIN Lizuo, Mr. LEE Luk Shiu and Ms. MA Yun Yan.

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