THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Vital Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1164)

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company (the ''EGM'') to be held at Caine Room, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on 21 November 2011 (Monday) at 10 : 30 a.m. is set out on pages 5 to 6 of this circular. Whether or not you are able to attend the EGM in person, you are requested to complete and return the accompanying form of proxy enclosed with this circular in accordance with the instructions printed thereon and deposit the same to the Company's branch share registrar and transfer office, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at
the EGM or any adjournment thereof should you so wish.
24 October 2011

CONTENTS

Page
Definitions ........ ....... ........ ....... ....... ........ ....... ........ ....... ....... 1
Letter from the Board ..... ........ ....... ....... ........ ....... ........ ....... ....... 2
Notice of Extraordinary General Meeting .. ....... ........ ....... ........ ....... ....... 5

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meaning:

''Announcement'' the announcement of the Company dated 14 October 2011 in relation to the Proposed Name Change

''Articles'' the articles of association of the Company as may be amended from time to time

''Board'' the board of Directors

''Company'' Vital Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange

''Director(s)'' the director(s) of the Company

''EGM'' the extraordinary general meeting of the Company to be convened and held at Caine Room, Conrad Hong Kong, Pacific Place, 88

Queensway, Hong Kong on 21 November 2011 (Monday) at
10 : 30 a.m., for the purpose of approving the Proposed Name Change and the notice of which is set out on pages 5 to 6 of this circular

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong'' the Hong Kong Special Administrative Region of the People's

Republic of China

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock

Exchange

''Proposed Name Change'' proposed change of the Company's name from ''Vital Group Holdings Limited