TAI ZI CAPITAL LTD

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the first Annual General Meeting of Shareholders of Tai Zi Capital Ltd (the "Company") will be held at Room 2204, 22nd Floor, Convention Plaza Office Tower, 1 Harbour Road, Wanchai, Hong Kong on 31 July 2009 at 3.00 p.m. (Hong Kong Time) for the following purposes:

1. To receive and consider the audited Financial Statements and the Reports of the Directors and Auditors for the period from 23 November 2007 (date of incorporation) to 31 December 2008.

2. To re-appoint Auditors and authorise Directors to fix Auditors' remuneration.

By Order of the Board

Lawrence NG

Executive Director

Hong Kong, 30 June 2009

Registered office:

One Capital Place, 4th Floor, George Town, Grand Cayman KYI-1103, Cayman Islands

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

1. Proxy Information

1.1  Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend and vote at the Annual General Meeting. A shareholder so entitled may appoint one or more proxies (whether they are shareholders or not) to attend and, on a poll, to vote in place of the shareholder.

1.2  A form of proxy is enclosed with this notice.

1.3 The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at Room 2204, 22nd Floor, Convention Plaza Office Tower, 1 Harbour Road, Wanchai, Hong Kong not later than the time for holding the Annual General Meeting or adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

1.4 Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the Annual General Meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

1.5 Any corporation which is a shareholder of the Company may by resolution of its directors or other governing body authorise such persons as it thinks fit to act as its representatives at the Annual General Meeting, and the persons so authorized shall be entitled to exercise the same powers on behalf of the corporation which they represent as that corporation could exercise if it were an individual shareholder of the Company.

1.6 The Company specifies that only those shareholders registered in the Register of Members of the Company as of 31 July 2009 are entitled to attend or vote at the Annual General Meeting in respect to the number of shares registered in their name at that time. Changes to entries on the Register after that time will be disregarded when determining the rights of any person to attend or vote in the Annual General Meeting.

2. Auditors' Remuneration

2.1 In relation to agenda item No. (2) in the Notice regarding the authorisation of Directors to fix auditors' remuneration, shareholders should note that, in practice, the amount of auditors' remuneration for the year 2008 audit cannot be determined at the beginning of the financial year. This is because auditors' remuneration for any given year varies, in particular by reference to the scope and extent of the audit work which is undertaken during that year.

2.2 In order to be able to charge the amount of auditors' remuneration as operating expenses for the year ending 31 December 2009, shareholders' approval to delegate the authority to the Directors to fix the auditors' remuneration for the year ending 31 December 2009 is required at the Annual General Meeting.

3. Right to demand a poll

3.1  Pursuant to Article 47 of the Company's articles of association, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

(a) by the Chairman; or

(b) by any member present in person or by proxy having the right to vote at the meeting.

3.2 Unless a poll be so demanded and the demand is not withdrawn, a declaration by the Chairman that a Resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact without proof of the shareholder or proportion of the votes recorded in favour or against such resolution.

3.3 The demand for a poll may be withdrawn.