FORD EAGLE GROUP LTD: Posting of Circular and notice of General Meeting

FORD EAGLE GROUP LTD: Posting of Circular and notice of General Meeting
8 May 2013 


                           Ford Eagle Group Limited                            
                        ("Ford Eagle" or the "Company")                        
               Posting of Circular and notice of General Meeting               

Ford Eagle announce today the posting of a circular to shareholders and notice
of a General Meeting, the full details of which are shown in Appendix I below.

The directors of Ford Eagle accept responsibility for this announcement.

About Ford Eagle Group Limited

Ford Eagle is a specialist financial services company, based in Hong Kong and
Shenzhen, China.


For further information:

Ford Eagle Group Ltd
Tony Drury, Non-Executive Chairman
+ 44 (0)79737 37284 (UK)

Alexander David Securities Limited - Corporate Adviser
David Scott
+44 (0)20 7448 9800


Appendix I

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the contents of this document or as to what action you should
take, you are recommended to seek your own personal financial advice from an
independent financial adviser authorised and regulatedunder the Financial
Services and Markets Act 2000 (as amended) if you are in the United Kingdom or,
if not, from another appropriately authorised independent financial adviser.

Copies of this Document are being sent to shareholders. If you sell or have
sold or otherwise transferred all of your Ordinary Shares in Ford Eagle Group
Limited, please send this document, together with the accompanying Form of
Proxy, at once to the purchaser or transferee or to the stockbroker, bank or
other agent through whom the sale or transfer was effected for onward
transmission to the purchaser or transferee.

The Directors, whose names are set out on page 7 of this Circular and the
Company, accept responsibility for the information contained in this document.
To the best of the knowledge and belief of the Directors and the Company (who
have taken all reasonable care to ensure that such is the case), the
information contained in this document is in accordance with the facts and does
not omit anything likely to affect the importance of such information.
                           Ford Eagle Group Limited                            


                 (To be renamed Globe Capital Limited)                     
  (Incorporated and registered in Cayman Islands with Registration No:231187)   


                            Proposals relating to:                             
                       Disposal of a trading subsidiary                        
             Change of Business and Adoption of Investing Strategy             
                            Capital Reorganisation                             
                                Change of Name                                 
                 Underwritten Open Offer to Raise c. £207,330                  
                            Share Issue Authorities                            
                              Directors' Dealings                              
                    Adoption of New Articles of Association                    
                                      and                                      
                           Notice of General Meeting                           

Your attention is drawn to the letter from the Directors, which is set out on
pages 7 to14 of this document and which recommends that you vote in favour of
the resolutions to be proposed at the General Meeting.

This document does not constitute a prospectus for the purpose of the
Prospectus Rules neither does it constitute an admission document drawn up in
accordance with the ISDX Growth Market Rules for Issuers. Accordingly, this
Document has not been, and will not be, reviewed or approved by the Financial
Conduct Authority of the United Kingdom (in its capacity as UK Listing
Authority or otherwise) pursuant to sections 85 and 87 of FSMA, or any other
authority or regulatory body and has not been approved for the purposes of
section 21 FSMA.

This Document and the accompanying documents should not be forwarded or
transmitted in or into the United States of America, Canada, Australia, Japan,
the Republic of Ireland, the British Virgin Islands, Singapore or South Africa
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction. The distribution of this document in
jurisdictions other than the United Kingdom may be restricted by law and
therefore persons into whose possession this document comes should inform
themselves about and observe such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

Notice of the General Meeting of Ford Eagle Group Limited, to be held at Unit
A, 18/F, Epoch Industrial Building, No.8 Cheung Ho Street, Tsing Yi, New
Territories, Hong Kong on 31 May 2013 at 9:00 am BST is set out at the end of
this document. Whether or not you intend to be present at the General Meeting
you are urged to complete and return the enclosed Form of Proxy in accordance
with the instructions printed thereon so as to be received by the Company at
Unit A, 18/F, Epoch Industrial Building, No.8 Cheung Ho Street, Tsing Yi, New
Territories, Hong Kong as soon as possible and, in order to be valid, in any
event not later than 9:00 am BST on 29 May 2013. Completion and return of a
Form of Proxy will not preclude shareholders from attending and voting at the
General Meeting should they so wish.
                    EXPECTED TIMETABLE OF PRINCIPAL EVENTS                     

Each of the times and dates in the table below are indicative only and may be
subject to change.

Publication of this document                                         8 May 2013


                                                                           
General Meeting                                      9:00 am BST on 31 May 2013 
                                                                           
Latest time and date for receipt of Forms            9:00 am BST on 29 May 2013
of Proxy                                                                        
                                                                           
Record date for the Share Capital                    5.30 pm BST on 31 May 2013
Reorganisation                                                                  
                                                                           
Commencement of dealings in the New                  8.00 am BST on 7 June 2012
Ordinary Shares on ISDX Growth Market                                           


                                                                               
                             OPEN OFFER TIMETABLE                              


                                                                           
Record Date for Open Offer                      Close of business on 8 May 2013 
                                                                           
Announcement of Open Offer and dispatch of                           8 May 2013
Open Offer Entitlement Letters/Application                                     
Forms                                                                           
                                                                           
Existing Ordinary Shares marked "Open Offer     Close of business on 8 May 2013
Entitlement" by ISDX Growth Market                                              
                                                                           
Latest time and date for splitting                   4.30 pm BST on 29 May 2013
Application Forms to satisfy bona fide                                         
market claims                                                                   
                                                                           
Latest time and date for acceptance,                11.00 am BST on 31 May 2013
payment in full and receipt of completed                                       
Application Forms                                                               
                                                                           
CREST members' accounts credited in respect          8.00 am BST on 4 June 2013
of New Ordinary Shares in uncertificated                                       
form                                                                            
                                                                           
Dispatch of definitive share certificates           within 14 days of Admission
for the New Ordinary Shares                                                     
Notes: 
(1) The actions specified in this timetable are subject to certain restrictions
relating to Shareholders with registered addresses outside the UK. 
(2) The times and dates set out in the expected timetable of principal events
above and mentioned throughout this document may be adjusted by Ford Eagle
Group Limited (in consultation with Alexander David Securities Limited), in
which event details of the new times and dates will be notified to ISDX Growth
Market, and an announcement will be made via a Regulated Information Service
and, if appropriate, will be notified to Shareholders. Notwithstanding the
foregoing, Qualifying Shareholders may not receive any further written
communication. 
(3) References to times in this document are to British Summer Time (BST)
unless otherwise stated. 
                         INDICATIVE STATISTICS                              
Price per New Ordinary Share                                            1 pence 
                                                                           
Basis of Open Offer                                                five for one 
                                                                           
Number of Existing Ordinary Shares in Issue and as                    4,146,600
at the Record Date of the Open Offer                                            
                                                                           
Nominal Value of Existing Ordinary Shares                              10 pence 
                                                                           
Number of New Ordinary Shares in issue following                      4,146,600
the General Meeting                                                             
                                                                           
Nominal Value of New Ordinary Shares following the                      1 pence
General Meeting                                                                 
                                                                           
Number of New Ordinary Shares to be issued for the                    4,146,600
purchase of Non-Voting Ordinary Shares                                          
                                                                           
Number of New Ordinary Shares to be issued                     up to 20,733,000
pursuant to the Open Offer                                                      
                                                                           
Number of Ordinary Shares in issue immediately               approx. 24,879,600
following completion of the Open Offer                                          
                                                                           
New Ordinary Shares as a percentage of the                       approx. 83.33%
enlarged share capital of the Company immediately                              
following completion of the Open Offer                                          
                                                                           
Estimated gross proceed receivable by the Company              approx. 
£207,330 
                                                                           
Estimated net proceeds receivable by the Company               approx. 
£180,000
after expenses                                                                  


                                  DEFINITIONS                                  

"Admission"                             admission of the New Ordinary Shares to
                                        trading on ISDX Growth Market;         


                                                                           
"Alexander David Securities Limited" or Alexander David Securities Limited, the
Alexander David"                        Company's ISDX Corporate Adviser, a     


                                        firm authorised and regulated by the   
                                        FCA                                    


                                                                           
"Application Form"                      the application form to be used by      


                                        Qualifying Non-CREST Shareholders in   
                                        connection with the Open Offer;        


                                                                           
"Articles"                              the articles of association of the      
                                    Company as amended from time to time;   
                                                                           
"Business Day"                          a day (excluding Saturdays and Sundays  


                                        or public holidays in England and      
                                        Wales) on which banks generally are    
                                        open in London for the transaction of  
                                        normal business;                       


                                                                           
"Companies Law"                         the Companies Law (2012 Revision), as   
                                    amended, of the Cayman Islands;         
                                                                           
"CREST"                                 the relevant system (as defined in the  


                                        CREST Regulations) for the paperless   
                                        settlement of trades and the holding of
                                        uncertificated shares in respect of    
                                        which Euroclear is the Operator (as    
                                        defined in the CREST Regulations);     


                                                                           
"CREST member"                          a person who has been admitted by       


                                        Euroclear as a system-participant (as  
                                        defined in the CREST Regulations);     


                                                                           
"CREST Participant"                     a person who is, in relation to CREST,  


                                        a system-participant (as defined in the
                                        CREST Regulations);                    


                                                                           
"CREST Regulations"                     the Uncertificated Securities           


                                        Regulations 2001 (SI 2001/3755) (as    
                                        amended);                              


                                                                           
"Directors" or the "Board"              the directors of the Company, whose     


                                        names appear on page 7 of this         
                                        document;                              


                                                                           
"Document"                              this document dated 8 May 2013;         
                                                                           
"Euroclear"                             Euroclear UK & Ireland Limited, the     
                                    operator of CREST;                      
                                                                           
"Excluded Territory"                    the United States of America, Canada,   


                                        Australia, Japan, the Republic of      
                                        Ireland, the British Virgin Islands,   
                                        Singapore or South Africa or any other 
                                        jurisdiction where the extension or    
                                        availability of the Open Offer (and any
                                        other transaction contemplated thereby 
                                        and any activity carried out in        
                                        connection therewith) would breach any 
                                        applicable law;                        


                                                                           
"Existing Ordinary Shares"              the existing ordinary shares of 10      


                                        pence each in the capital of the       
                                        Company;                               


                                                                           
"Ford Eagle Capital Limited" or         Ford Eagle Group Limited incorporated   
                                    and registered in Hong Kong with       
"FEC"                                   Registration No. 273814, a wholly owned 
                                    subsidiary of the Company;              
                                                                           
"Ford Eagle Group Limited", or the      Ford Eagle Group Limited incorporated  
"Company"                               and registered in Cayman Islands with   
                                    Registration No. 231187;                
                                                                           
"Form of Proxy"                         the form of proxy accompanying this     


                                        document for use by Shareholders in the
                                        General Meeting;                       


                                                                           
"Globe Alliance Group" or "Globe        Globe Alliance Group Limited, a Company
Alliance"                               registered in British Virgin Islands    


                                        under company number 1741158 and whose 
                                        registered office is Akara Building, 24
                                        De Castro Street, Wickhams Cay 1, Road 
                                        Town, Tortola, British Virgin Islands; 


                                                                           
"General Meeting"                       the General Meeting of the Company to   


                                        be held at 9:00 am BST on 31 May 2013  
                                        at Unit A, 18/F, Epoch Industrial      
                                        Building, No.8 Cheung Ho Street, Tsing 
                                        Yi, New Territories, Hong Kong;        


                                                                           
"Investing Strategy"                    the Investing Strategy of the Company   
                                    as described on pages 8 and 9;          
                                                                           
"Irrevocable Voting Undertaking"        an irrevocable undertaking by           


                                        shareholders to vote in favour of the  
                                        Resolutions proposed at the General    
                                        Meeting                                


                                                                           
"ISDX Growth Market" , "ISDX Growth     a market operated by ISDX Growth Market
Market-quoted" or "ISDX"                Stock Exchange plc which allows trading 
                                    of shares in unquoted companies;        
                                                                           
"ISDX Growth Market Rules"              ISDX Growth Market Rules for Issuers    


                                        dated October 2012, as amended from    
                                        time to time;                          


                                                                           
"New Articles"                          the Articles of the Company to be       


                                        adopted following approval at General  
                                        Meeting to be held on 31 May 2013;     


                                                                           
"New Ordinary Shares" or "Ordinary      ordinary shares of 1 pence each in the 
Shares"                                 share capital of the Company;           
                                                                           
"Non-Voting Ordinary Shares"            the Non-Voting ordinary shares of 9     


                                        pence each in the capital of the       
                                        Company to be created as part of the   
                                        Share Capital Reorganisation;          


                                                                           
"Notice"                                the notice of General Meeting set out   
                                    at the end of this document;            
                                                                           
"Open Offer"                            the offer made by the Company to        


                                        Qualifying Shareholders of Open Offer  
                                        Shares on the terms and conditions set 
                                        out in this Document                   
                                                                               
                                        and, where relevant, in the Open Offer 
                                        Entitlement Letter;                    


                                                                           
"Open Offer Entitlements" or            the entitlements of Shareholders to    
"Entitlements"                          participate in the Open Offer;          
                                                                           
"Open Offer Entitlement Letters"        the open offer entitlement letter to be 


                                        sent to Qualifying Shareholders in     
                                        respect of the New Ordinary Shares to  
                                        be provisionally allotted to them      
                                        pursuant to the Open Offer;            


                                                                           
"Open Offer Price"                      1 pence per New Ordinary Share;         
                                                                           
"Open Offer Shares"                     ordinary shares of 1 pence each in the  


                                        capital of the Company to be offered to
                                        Shareholders as part of the Open Offer;


                                                                           
"p" or "pence"                          one hundredth part of one pound;        
                                                                           
"Participant ID"                        the identification code or membership   


                                        number used in CREST to identify a     
                                        particular CREST member or other CREST 
                                        Participant;                           


                                                                           
"Proposals"                             the proposals set out in this document  


                                        including, the adoption of a Investing 
                                        Strategy, reorganisation of the share  
                                        capital of the Company, and other      
                                        matters to be considered at the General
                                        Meeting;                               


                                                                           
Qualifying CREST Shareholders           qualifying Shareholders whose Existing  


                                        Ordinary Shares on the register of     
                                        members of the Company on the Record   
                                        Date are in certificated form;         


                                                                           
"Qualifying Non-CREST Shareholders"     qualifying Shareholders whose Existing  


                                        Ordinary Shares on the register of     
                                        members of the Company on the Record   
                                        Date are in uncertificated form;       


                                                                           
"Qualifying Shareholders"               holders of Ordinary Shares on the       


                                        register of members of the Company at  
                                        the Record Date with the exclusion     
                                        (subject to certain exceptions) of     
                                        persons with a registered address or   
                                        located or resident in an Excluded     
                                        Territory;                             


                                                                           
"Record Date"                           close of business on 8 May 2013;        
                                                                           
"Register of Members"                   the register of members of the Company; 
                                                                           
"Registrars"                            Computershare Investor Services         
                                    (Jersey) Limited;                       
                                                                           
"Resolutions"                           the resolutions contained in the        
                                    Notice;                                 
                                                                           
"Shareholders"                          holders of ordinary shares in the       
                                    Company;                                
                                                                           
"Share Capital Reorganisation"          each of the Existing Ordinary Shares    


                                        with a nominal value of 10 pence will  
                                        be subdivided into one New Ordinary    
                                        Share with a nominal value of 1 pence  
                                        and one Non-Voting Share with a nominal
                                        value of 9 pence;                      


                                                                           
"Underwriter"                           Globe Alliance Group Limited;           
                                                                           
"Underwriting Agreement"                the underwriting agreement dated 8 May  


                                        2013 between the Company and the       
                                        Underwriter relating to the Open Offer.
                                                                               
                                    PART I                                     
             Letter from the Directors of Ford Eagle Group Limited             

Directors:                                               Registered office:    


                                                                           
Anthony Drury- Non-Executive Chairman                    Cricket Square         
                                                                           
Stanley Tse - Chief Executive Officer                    Hutchins Dr,           
                                                                           
Xinyan Wong - Executive Director                         P.O. Box 2681          
                                                                           
Jack Law - Non-Executive Director                        Grand Cayman           
                                                                           
Garry Willinge- Non-Executive Director                   KY1-1111               
                                                                           
David Hirst- Non-Executive Director                      Cayman Islands         
                                                     8 May 2013 
Dear Shareholders, 
 1. Introduction 


    The purpose of this Document is to:

  * explain the background to and reasons for the Proposals;
      * explain the Proposals and the Resolutions to be put to Shareholders at the
    General Meeting;
      * explain why the Board believes the Proposals are in the best interests of
    Shareholders and why it unanimously supports the Proposals;
      * recommend that Shareholders vote in favour of the Resolutions to be
    proposed at the General Meeting and which are set out in the notice of
    Extraordinary General Meeting at the end of this Document; and
      * bring to the attention of Shareholders that the Company has received
    Irrevocable Undertakings from Shareholders, including Directors,
    representing 63.33% of total voting rights to vote in favour of Resolution
    1 and from Shareholders, including Directors, representing 70.02% of total
    voting rights to vote in favour of Resolutions 2 to 7.


The Notice of the General Meeting, together with a Form of Proxy for the
General Meeting to be held at 9.00 am BST on 31 May 2013 is included with this
Document. 
The Company also intends to raise approximately £207,330 by way of an Open
Offer to Shareholders. This means that Qualifying Shareholders can acquire New
Ordinary Shares at a price of 1 pence per New Ordinary Share in proportion to
their existing holdings of shares in the Company on the terms described in more
detail in this document under the paragraph headed "Open Offer" below. 
The key terms of the Open Offer are: 
* for every one New Ordinary Shares held following the Share Capital 


    Reorganisation, described below, you can acquire a further five Open Offer
    Shares at a price of 1 pence each.
      * the offer to acquire new Ordinary Shares as part of the Open Offer is
    non-renounceable and therefore cannot be transferred (except to satisfy
    market claims).


The Open Offer Price of 1 pence per Open Offer Share represents a 90% discount
to the closing price of 10 pence per Existing Ordinary Share on 7 May 2013
(being the last Business Day before the announcement of the Open Offer). 
Globe Alliance Group Limited which holds 25.76% of the Company has irrevocably
committed to take up its full entitlement to acquire Open Offer Shares under
the Open Offer and is underwriting the Open Offer for the Company. This
indicates their strong support for the Company and the Open Offer. 
 2. Background 
As Shareholders are aware, the Company has faced a period of financial
difficulty resulting from unfavourable economic conditions and cash
constraints. In order to secure the Company's future, the Directors believe it
necessary to change the Company's strategy and raise additional working capital
in order to implement that strategy. 
As part of the fundraising process, the Board has decided to seek Shareholder
approval for the following steps: 
 1. Disposal of a trading subsidiary - Resolution 1 


     2. Change of Business Strategy and adoption of Investing Strategy - Resolution
    2;
     3. Reorganisation of the share capital of the Company - Resolution 3;
     4. Change of name - Resolution 4;
     5. Authority to issue shares and dis-application of pre-emption rights -
    (Resolutions 5 and 6); and
     6. Adoption of New Articles - (Resolution 7)
     3. Disposal of a trading subsidiary(Resolution 1)


FEC, a wholly owned subsidiary of the Company, is involved in management
consulting. As at 31 March 2013, it had net liabilities of £184,076 before
taking into account of amount due from the Company to FEC of £161,688. The 
only
assets of FEC are certain listed shares with current market value of £176,400
which are subject to a lock up until August 2013. FEC's total debts amount to 
£366,582, of which £246,582 is currently due. In order to strengthen the 
balance
sheet and to avoid a further drain of cash flow of the Company, the Board
proposes to dispose the Company's entire interest in FEC to Jack Law for a
total consideration of £1 in exchange for Jack Law taking over the debt of 
£161,688 due by the Company to FEC. 
As the Company will no longer have any interest in FEC, this effectively
constitutes a disposal of the Company's trading subsidiary to a related party,
Jack Law, and a fundamental change in the Company's business. Under the ISDX
Rules for Issuers, any disposal, either directly or indirectly, to one of more
related parties that will result in a fundamental change in the business, will
require the consent of shareholders. 
Jack Law will not vote on this resolution (Resolution 1). The Directors,
excluding Jack Law, believe that the terms of this transaction are fair and
reasonable insofar as the Shareholders are concerned. 
 4. Change of Business Strategy and Investing Strategy (Resolution 2) 


    As a result of the disposal, the Company will become an Investing Company.

The proposed investing strategy is to maximise Shareholder value over a period
of five to seven years by investing a combination of debt and equity in
businesses with potential for significant growth in the medium to long term.

Key Strengths

The Directors believe that, collectively, they have strong corporate management
and advisory experience and intend to utilise their collective skills and
experience to add value to any investments and/or acquisitions.

They consider their strengths to be:

  * Expertise in advisory and listing of small-to-mid cap companies;
      * Direct experience in the wide range of business sectors including financial
    advisory and corporate finance; and
      * Access to opportunities over a wide geographical area through the
    Directors' contacts and business experience in Europe, North America, Latin
    America, Greater China, South-East Asia, and Oceania.


The Directors believe that their business experience and expertise will enable
them to identify and bring to fruition a succession of investment projects. 
Strategy and Investment Criteria 
The Company will seek investments which would generally create capital
appreciation for its Shareholders. The Directors' main investment criteria are: 
* A strong and credible business plan; 


      * A core of competent and dedicated management team committed to developing
    and expanding the business;
      * Businesses with highly marketable products/services which require funding
    to growth;
      * Businesses which have the potential to realise sustainable value through
    the receipt of further funding and possibly listing on a public market;
      * Investment opportunities which can be developed through the investment of
    capital or where part of or all of the consideration could be satisfied by
    the issue of ordinary shares or other securities in the Company; and


 * Businesses where the Directors can be proactive in value-creation 
through 
their experience and expertise. 
However, these criteria are not intended to be exhaustive and the Directors may
make an investment which does 
not fulfill any or all of the investment criteria if they believe it is in the
interests of shareholders as a whole to 
proceed with such an investment. 
The Company intends to be an active investor in situations where the Company
can make a clear contribution to the progress and development of the
investment. To this end, where the Directors believe that an investee company
could significantly benefit from the expertise and input of the Directors, the
Directors would seek representation on the board of the investee company. 
The Company will invest for the medium to long-term. However, should an
opportunity arise earlier to realise its investments, the Company will seek to
maximise value for Shareholders. 
The Company intends to raise approximately £180,000 net of expenses for the
implementation of this investment strategy. At present, the Directors are
seeking suitable investment and acquisition opportunities. Once a suitable
opportunity has been identified, initial due diligence will be carried out by
the Directors. 
 5. Capital Reorganisation (Resolution 3) 
The mid-price of the Company's Existing Ordinary Shares as quoted on ISDX on 07
May 2013 was 10 pence, while the nominal value of the Existing Ordinary Shares
of the Company is 10 pence. However, the Directors believe that the market
price is an inaccurate reflection of the true market value of the Ordinary
Shares when the value of the current investments and the level of indebtedness
of the Company are taken into consideration. Consequently, the Directors have
found it impossible to raise additional equity funding at those prices. 
Under the terms of the Companies Law, the Company is prohibited from issuing
ordinary shares at a discount to the nominal value. Accordingly, the Directors
believe it is necessary to reorganise the capital structure of the Company to
allow for additional funds to be raised for the Company. 
In order to effect the Capital Reorganisation, the Company proposes that the
entire share capital of the Company be converted into stock of £414,660,
immediately following which the stock will be reconverted into 4,146,600 New
Ordinary Shares with a nominal value of 1 penny each and 4,146,600 Non-Voting
Shares with a nominal value of 9 pence each (Resolution 3). This procedure for
altering the share capital is prescribed under the Cayman Islands Companies Law
and requires the approval of three-fourths of the existing shareholders. 
The New Ordinary Shares of 1 pence nominal value each will continue to carry
the same rights as attached to the Existing Ordinary Shares of 10 pence each
(save for the reduced nominal value). The Non-Voting Ordinary Shares will not
be admitted to trading on ISDX (or any other stock exchange) and will have no
right to receive notice of, attend or vote at general meetings or to receive
any dividends or other distributions, save for the return of nominal value in
the event of a winding up of the Company. 
Following the capital restructuring, each existing shareholder will own the
same percentage of the capital of the Company assuming they take up their
pre-emptive entitlement to the Open Offer described below. 
The Directors believe that the proposed Capital Reorganisation together with
the disposal of FEC and Open Offer will enable the Company to strengthen its
balance sheet, raise further funds as working capital and implement its new
strategy. 
 6. Change of Name (Resolution 4) 
The Board proposes, conditional on the passing of Resolutions 1 to 3 and 5 and
6, to change the name of the Company to Globe Capital Limited. 
Under Cayman Islands law, the change of the Company's name requires the
approval of Shareholders by special resolution. Therefore, Resolution 4 is
being proposed at the General Meeting for the proposed change in the Company's
name. If approved, existing share certificates will remain valid after the
change of name and the Company does not intend to issue replacement
certificates. 
 7. Authority to allot shares and disapplication of pre-emption rights 
(Resolution 5 and 6) 
In order facilitate the Open Offer, as described below, and to enable the
Company to raise further funds to implement its intended Investing Strategy
with minimal limitations, it is necessary for the Company to increase its
authority to issue New Ordinary Shares and dis-apply pre-emption rights. The
net proceeds of this fundraising will be used to provide working capital for
the Company going forward and to implement the Company's Investing Strategy. 
Resolution 5 seeks the authority to allot shares up to a nominal value of 
£10,000,000. It is proposed, in Resolution 6, that the Directors should be 
able
to allot shares amounting to an aggregate nominal amount of £1,000,000 other
than on a pre-emptive basis. 
Pre-emption rights require all equity shares, which it is proposed to allot for
cash, to be offered to existing shareholders in proportion to their existing
shareholdings, unless a special resolution is passed to dis-apply such rights.
Such rights do not apply to an issue of shares other than for cash, such as an
issue in consideration of an acquisition. The Directors believe that these
requirements are too restrictive and it is proposed, in Resolution 6, that the
Directors should be able to allot shares amounting to an aggregate nominal
amount of £1,000,000 other than on a pre-emptive basis, if it becomes 
necessary
for the Company to raise further funds following the Open Offer. 
In each case, the authority conferred shall expire fifteen months after the
passing of this resolution or at the conclusion of the next annual general
meeting of the Company following the passing of this resolution, whichever
occurs first. The Directors may look to raise additional funds for the Company
following the General Meeting subject to the resolutions being approved by
Shareholders. 
 8. The Open Offer 
The Board has determined that it is appropriate for the Company to raise funds
to finance potential investments which the Directors believe will improve its
prospects for the future. The Board believes that a fundraising, through an
Open Offer, is the most appropriate method for the Company to improve its
overall financial position and put it in a position whereby it can potentially
make value enhancing investments which will allow all Shareholders to benefit
from the underlying value of the Company going forward. The Board believes that
the Open Offer will enable the Company to increase its financial flexibility
and to widen the scope of investments available to the Company, whilst at the
same time enabling it to implement its Investing Strategy, which the Board
believes will position the Company more appropriately to generate financial
returns for Shareholders. 
The Company is offering Shareholders who hold Existing Ordinary Shares on the
Record Date a participation in a non-renounceable entitlement (except to
satisfy bona fide market claims) issue of five New Ordinary Shares in the
Company for every one Existing Ordinary Share held, at a price of 1 penny per
share. The total number of shares in issue as at 8 May 2013 is 4,146,600
Existing Ordinary Shares and the shares to be offered pursuant to the Open
Offer is approximately 20,733,000 for gross proceeds of £207,330. 
Qualifying Shareholders may apply for any number of Open Offer Shares up to
their maximum entitlement which is equal to the number of Open Offer
Entitlements as shown on their Application Form. Qualifying Shareholders with
holdings of existing Ordinary Shares in both certificated and uncertificated
form will be treated as having separate holdings for the purpose of calculating
their entitlements under the Open Offer. 
No application in excess of a Qualifying Shareholder's maximum entitlement will
be met, and any Qualifying Shareholder so applying will be deemed to have
applied for his maximum entitlement only. 
The Open Offer is conditional, inter alia, upon the passingof Resolutions 1 and
6 at the General Meeting,which will reorganise the share capital of the
Company, give the Directors the necessary authorities to allot and issue shares
in connection with this fundraising. 
Shareholders should note that the Open Offer is not a rights issue. Qualifying
Shareholders should be aware that in the Open Offer, unlike a rights issue, any
Open Offer Shares not applied for by Qualifying Shareholders will not be sold
in the market on behalf of, or placed for the benefit of Qualifying
Shareholders who do not apply under the Open Offer. 
 1. Potential controlling interest of Globe Alliance Group Limited 
As a significant Shareholder in the Company, Globe Alliance Group has
recognised the need for an injection of new capital in the Company and has
formally committed, in an agreement dated 8 May 2013, to underwrite the Open
Offer to be undertaken by the Company. 
The Directors, who hold between them 17.01% of the Existing Ordinary Shares of
the Company, have considered carefully the merits of requesting Globe Alliance
to underwrite the Open Offer and the importance of their support for the Open
Offer. 
The Subscription Price represents a discount of approximately 90% to the
closing price of 10 pence per Existing Ordinary Share as quoted on the ISDX on
7 May 2013. 
The Subscription Price was agreed after arm's length negotiation between the
Company and the Underwriter with reference to the prevailing market condition.
After considering (i) the discounts for the subscription prices of recent open
offer of other listed issuers, (ii) the low liquidity of the Existing Ordinary
Shares, (iii) the Group's business had been operating at loss for the financial
years 2011-2012, (iv) the need of new capital for continuing the Group's
existing business and (v) that a lower subscription price can attract more
investors or Shareholders to participate in the Open Offer, the Directors
consider that the Subscription Price and the discount for the Open Offer Shares
are fair and reasonable. 
It is possible that, as a result of their underwriting obligations, Globe
Alliance Group may hold Ordinary Shares representing 30 per cent or more of the
enlarged issued share capital of the Company following the completion of the
Open Offer. Globe Alliance Group will not be making an offer for the remaining
shares in the Company. 
Following the Director's Dealings (see below), Globe Alliance Group holds
10,068,100 shares representing 25.76% of the issued share capital of the
Company. Globe Alliance Group undertakes to take up its entitlement under the
Open Offer. In addition Globe Alliance Group has agreed to underwrite the Open
Offer. The maximum potential voting power of Globe Alliance Group, in the
Company, at the conclusion of the Open Offer would be approx. 63.65%, were
other Shareholders (excluding Sze Thye Group Limited and Xinyan Wong, who have
irrevocably undertaken to take up their full entitlement under the Open Offer)
not to take up their entitlements under the Open Offer. 
 2. Overseas Shareholders 
New Ordinary Shares will be provisionally allotted (nil paid) to all
Shareholders on the Register at the Record Date. However, Open Offer
Entitlement Letters will not be sent to Shareholders with registered addresses
in the Excluded Territories or their agent or intermediary, except where the
Company is satisfied that such action would not result in the contravention of
any registration or other legal requirement in any jurisdiction.
Notwithstanding any other provision of this document or the Open Offer
Entitlement Letter, the Company reserves the right to permit any Shareholder to
take up his rights if the Company in its sole and absolute discretion is
satisfied that the transaction in question will not violate applicable laws. 
The attention of Overseas Shareholders who have registered addresses outside
the UK, or who are citizens of, or resident or located in, countries other than
the UK, is drawn to the information in Appendix A (`Terms and Conditions of the
Open Offer'). 
 9. Adoption of New Articles (Resolution 7) 
In order to effect the subdivision of the Existing Ordinary Shares, which is
fully described in the paragraph entitled "Share Reorganisation" above, the
Company needs to create a new class of share, the Non-Voting Ordinary Shares.
Resolution 7 proposes the adoption of new articles of association ("New
Articles") to create a new class of share, the Non-Voting Ordinary Share. The
Non-Voting Ordinary Shares will not be admitted to trading on ISDX Growth
Market (or any other investment exchange) and will carry no rights to
participate in the profits of the Company. On a winding up, the holders of
Non-Voting Shares are either entitled to nothing or to the return of the
nominal value of the shares. The Non-Voting Ordinary Shares will carry no
rights to receive notice of, attend, speak or vote at any general meeting of
the Company. In addition, the Company will have the irrevocable authority at
any time to: (a) appoint any person to execute on behalf of any holder of
Non-Voting Ordinary Shares a transfer of all or any part thereof to any person
as the Directors determine; (b) purchase all or any of the Non-Voting Ordinary
Shares for an amount equal to one pence in aggregate; (c) for the purposes of
(b) to appoint any person to execute on behalf of a holder of Non-Voting
Ordinary Shares a contract for sale; and (d) to cancel all or any of the
Non-Voting Ordinary Shares purchased under (e) in accordance with the Companies
Law. 
10. Directors' Dealing 
The Company announces that as part of the overall transaction, the following
Directors' dealings have been undertaken today: 
* Advance Link Investment Limited, which is controlled by Jack Law, has sold 


    270,000 shares at a price of 1.77 pence per share to Globe Alliance Group.
      * Jack Law has sold 200,000 shares to Globe Alliance Group at 1.77 pence per
    share, 80,000 shares to Wong Xinyan at 1.77 pence per share. Jack Law has
    also sold 210,000 shares to unrelated third-parties and acquired 99,000
    shares from Tony Dury at 1.77 pence per share.
      * Stanley Tse has sold 37,000 shares at a price of 1.77 pence per share to
    Globe Alliance Group.
    As a result of these transactions:

  * Jack Law's interest in the Company is reduced from 27.79%% to 11.85%;
      * Tony Drury's interest in the Company is reduced from 2.41% to 0.02%;
      * Stanley Tse's interest in the Company is reduced from 1.69% to 0.80%;
      * Wong Xinyan's interest is increased to 1.93%;and
      * Globe Alliance Group's interest in the Company is increased from 13.53% to
    25.76%.


The share price reflects most recent transaction in the shares as announced on
2 May 2013. 
The Directors' dealings are deemed to be a related transaction. In relation to
these transactions, Garry Willinge and David Hirst are considered to be
independent directors. The independent directors believe that the terms of the
transaction are fair and reasonable insofar as the Shareholders are concerned. 
11. Share Certificates 
No new share or warrant certificates will be issued as a result of the change
in the nominal value of the shares of the Company. 
If you are in any doubt with regard to your current shareholding in Existing
Ordinary Shares, you should contact Computershare Investor Services (Jersey)
Limited on +44 (0)870 707 4040. For any queries on the Share Capital
Reorganisation, you should contact Alexander David Securities Limited on: +44
(0)20 7448 9800. 
The New Ordinary Shares will retain the same rights as those currently accruing
to the Existing Ordinary Shares (save for the change in nominal value) under
the Company's New Articles of Association, including those relating to voting
and entitlement to dividends. 
12. General Meeting 
The Notice convening the General Meeting is set out on pages 24 to 25 of this
document at which the Resolutions will be proposed for the purposes of the
transaction. A summary of the Resolutions is set out below: 
Resolution 1, which will be proposed as an ordinary resolution, seeks approval
for the disposal of Ford Eagle Capital Limited to a related party; 
Resolution 2, which will be proposed as an ordinary resolution, seeks approval
for adoption of the Investing Strategy; 
Resolution 3, which will be proposed as a special resolution, seeks approval
for the conversion of each issued share of the Company into stock of £0.10 and
for the immediate reconversion of such stock into 1 New Ordinary Share of
nominal value 1 pence each and 1 Non-Voting Ordinary Share of nominal value 9
pence each 
Resolution 4, which will be proposed as a special resolution and is subject to
the passing of Resolutions 1 to 3 and 5 to 6 seeks to approval to change the
Company's name to Globe Capital Limited; 
Resolution 5, which will be proposed as a special resolution and is subject to
the passing of Resolutions 1 to 4 seeks to grant the Directors authority to
allot New Ordinary Shares in the capital of the Company; 
Resolution 6, which will be proposed as a special resolution and is subject to
the passing of Resolutions 1 to 5, seeks to grant the Directors the power to
dis-apply statutory pre-emption rights over certain shares; 
Resolution 7, which will be proposed as a special resolution, seeks approval
for the adoption of the new Articles of Association of the Company; 
13. Action to be taken 
Shareholders will find a Form of Proxy enclosed for use at the General Meeting.
Whether or not you intend to be present at the General Meeting, you are
requested to complete and return the Form of Proxy in accordance with the
instructions printed thereon as soon as possible. To be valid, completed Forms
of Proxy must be received by the Company at Unit A, 18/F, Epoch Industrial
Building, No.8 Cheung Ho Street, Tsing Yi, New Territories, Hong Kong, not
later than 9.00 am BST on 29 May 2013. Completion of the Form of Proxy will not
preclude you from attending and voting at the General Meeting in person if you
so wish. 
14. Action to be taken in respect of the Open Offer 
(Qualifying Non-CREST Shareholders (i.e. holders of Existing Ordinary Shares
who hold their Existing Ordinary Shares in certificated form)) & (Qualifying
CREST Shareholders (i.e. holders of Existing Ordinary Shares who hold their
Existing Ordinary Shares in uncertificated form)) 
Please refer to Section 2 of Appendix A for action to be taken in relation to
the Open Offer. You will be sent Open Offer Entitlement Letter/Acceptance Form
together with this Document. 
If you sell or have sold or otherwise transferred all of your Existing Ordinary
Shares (other than ex-Open Offer entitlement) before 8 May 2013, please forward
this Document and the accompanying documents to the purchaser or transferee or
the stockbroker, bank or other agent through whom the sale or transfer was
effected for onward transmission to the purchaser or transferee. 
15. Recommendation 
Should the Resolutions not be approved by Shareholders at the General Meeting,
the Directors will have to consider winding up the Company and seeking
cancellation of the Company's trading facility on ISDX Growth Market. 
The Directors consider the Proposals to be fair and reasonable and in the best
interests of the Company as a whole and therefore unanimously recommend that
you vote in favour of the Resolutions, as they intend to do in respect of their
own beneficial holdings, amounting in aggregate to 705,500 Existing Ordinary
Shares representing approximately 17.01% of the issued share capital of the
Company (note: Jack Law who holds 11.85% is excluded from voting on Resolution
1). 
The Company has received irrevocable undertakings to vote in favour of
Resolution 1 at the General Meeting from Shareholders, including Directors, who
together, as at the date of this Document, hold 63.33% of the current issued
ordinary share capital of the Company. The Company has received irrevocable
undertakings to vote in favour of Resolutions 2 to 7 at the General Meeting
from Shareholders, including Directors, who together, as at the date of this
Document, hold 70.02% of the current issued ordinary share capital of the
Company. 
Yours sincerely 
Garry Willinge and David Hirst 
Independent Non-Executive Directors                                             


                           NOTICE OF GENERAL MEETING                           
                           FORD EAGLE GROUP LIMITED                            
        (Incorporated and registered in Cayman Islands with No: 231187)        

NOTICE IS HEREBY GIVEN that a General Meeting of Ford Eagle Group Limited (the
"Company") will be held at 9.00 am BST on 31 May 2013 at Unit A, 18/F, Epoch
Industrial Building, No.8 Cheung Ho Street, Tsing Yi, New Territories, Hong
Kong for the purpose of considering and, if thought fit, passing the following
resolutions:

Ordinary Resolutions

 1. THAT, the disposal of Ford Eagle Capital Limited as set out in the Document
    be approved.
     2. THAT, conditional upon each of the other Resolutions being passed, the
    Investing Strategy as set out in the Document be approved.
    Special Resolutions

 3. THAT each of the issued ordinary shares of nominal value 10 pence each in
    the capital of the Company be converted into stock of £0.10 and such stock
    be immediately reconverted into one ordinary share of nominal value 1 pence
    (an "Ordinary Share") and one Non-Voting share of nominal value 9 pence (a
    "Non-Voting Ordinary Share") with each class of shares having the rights
    and being subject to the restrictions set out in the Articles of
    Association of the Company (as adopted pursuant to Resolution 6 below).
     4. THAT the Company's name is changed to Globe Capital Limited.
     5. THAT, the directors of the Company ("Directors") be generally and
    unconditionally authorised to allot shares in the Company and to grant
    rights to subscribe for or to convert any security into shares in the
    Company ("Rights") up to an aggregate nominal amount of £10,000,000
    provided that this authority shall, unless renewed, varied or revoked by
    the Company, expire on the conclusion of the Annual General Meeting of the
    Company to be held in 2014 or, if earlier, 15 months after the date on
    which this resolution has been passed, provided that the Company may,
    before such expiry, make an offer or agreement which would or might require
    shares to be allotted or Rights to be granted and the Directors may allot
    shares or grant Rights in pursuance of such offer or agreement
    notwithstanding that the authority conferred by this resolution has
    expired. This authority is in substitution for all previous authorities
    conferred on the Directors in accordance with section 551 of the 2006 Act.
     6. THAT, subject to the passing of resolution 4 the Directors be generally
    empowered to allot equity securities for cash pursuant to the authority
    conferred by resolution 4 above, as if any pre-emption provisions in the
    Company's articles of association or other rights did not apply to any such
    allotment, provided that the power conferred by this resolution shall be
    limited to:


6.1 any allotment of equity securities where such securities have been offered
whether by way of rights issue, open offer, or otherwise to holders of equity
securities in proportion as nearly as may be practicable to their then holdings
of such securities but subject to the directors having the right to make such
exclusions or other arrangements in connection with such offer as they deem
necessary or expedient to deal with fractional entitlements or legal or
practical problems arising in, or pursuant to, the laws of any territory or the
requirements of any regulatory body or stock exchange in any territory or
otherwise howsoever, 
6.2 the allotment (otherwise then pursuant to sub-paragraph (1) above of equity
securities up to an aggregate nominal value of £1,000,000 such authority and
power shall, unless renewed, varied or revoked by the Company, expire on the
conclusion of the Annual General Meeting of the Company to be held in 2014 or,
if earlier, 15 months after the date on which this resolution has been passed,
provided that the Company may, before such expiry, make any offer or agreement
or other arrangement which would or might require equity securities to be
allotted after such expiry and the Directors may allot equity securities in
pursuance of such offer or agreement or other arrangement as if the power
hereby conferred had not expired. 
 7. THAT the articles of association set out in the document produced to the 


    meeting and initialled by the Chairman of the meeting for identification be
    and are hereby approved and as the articles of association of the Company
    adopted in substitution for and to the exclusion of the existing articles
    of association of the Company.
     By Order of the Board                              Registered Office:      


                                                                           
 Garry Willinge                                     Cricket Square           
                                                                           
 Director                                           Hutchins Dr,             


                                                                               
                                                    P.O. Box 2681           
                                                                               
                                                    Grand Cayman            
                                                                               
                                                    KY1-1111                
                                                                               
                                                    Cayman Islands          

NOTES TO THE NOTICE OF GENERAL MEETING

 1. A member entitled to attend, speak and vote at the meeting in accordance
    with note 5 below may appoint a proxy to exercise all of his rights to
    attend, speak and vote instead of him at the meeting. A proxy can only be
    appointed using the procedures set out in these notes and the notes to the
    form of proxy. A proxy need not also be a member of the Company but he must
    attend the meeting to represent the member appointing him. The form of
    proxy for use at the meeting, which is attached, must be lodged with the
    Company at Unit A, 18/F, Epoch Industrial Building, No.8 Cheung Ho Street,
    Tsing Yi, New Territories, Hong Kong not later than 9.00 am BST on 29 May
    2013.
     2. A member may appoint more than one proxy provided each proxy is appointed
    to exercise rights attached to different shares. More than one proxy may
    not be appointed to exercise rights attached to any one share.
     3. Completion and return of the form of proxy will not preclude members
    entitled to attend and vote at the meeting (or at any adjournment of the
    meeting) from doing so in person if they so wish.
     4. The Company specifies, pursuant to Regulation 41 of the Uncertificated
    Securities Regulations 2001, that only those shareholders registered in the
    register of members of the Company no later than 9:00 am BST on 29 May 2013
    or if this meeting is adjourned at 6 pm BST on the day two days prior to
    the adjourned meeting (but no account shall be taken of a part of a day
    that is not a working day) shall be entitled to attend and vote at the
    meeting in respect of the number of shares registered in their respective
    names at that time. Any changes to the register of members after such time
    shall be disregarded in determining the rights of any person to attend and
    vote at the meeting.
     5. The notes to the proxy form explain how to direct the proxy to vote on each
    resolution or withhold their vote. To appoint a proxy using the proxy form,
    the form must be:
    - completed and signed;
    - sent or delivered to the Company at Unit A, 18/F, Epoch Industrial
    Building, No.8 Cheung Ho Street, Tsing Yi, New Territories, Hong Kong; and
    - received by the Company no later than 9.00 am BST on 29 May 2013 (or not
    less than 48 hours before any adjournment of the meeting but no account
    shall be taken of a part of a day that is not a working day).
     6. In the case of a member which is a company, the proxy form must be executed
    under its common seal or signed on its behalf by an officer of the company
    or an attorney for the company. Any power of attorney or any other
    authority under which the proxy form is signed (or a duly certified copy of
    such power or authority) must be included with the proxy form.
     7. Please note that communications regarding the matters set out in this
    notice of General Meeting will not be accepted in electronic form.
    

END

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