Chen Hsong Holdings Limited — Proxy Solicitation & Information Statement 2005

Jun 2, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Wealthmark International (Holdings) Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

WEALTHMARK INTERNATIONAL (HOLDINGS) LIMITED 和寶國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 39)

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1 June 2005

DEFINITIONS

In this circular the following expressions have the following meanings unless the context requires otherwise:–

“AGM Notice”

the notice convening the Annual General Meeting dated 1 June 2005 which is enclosed with this circular

“Annual General Meeting”

the annual general meeting of the Company to be held on Friday, 24 June 2005 at 11:00 a.m. and at any adjournment thereof

“Annual Report” the annual report of the Company in respect of the year ended 31 December 2004

“Board” the board of Directors “Company” Wealthmark International (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Stock Exchange “Director(s)” the director(s) of the Company “General Mandates” the Repurchase Mandate and the Share Issue Mandate (as defined in the letter from the Chairman), approvals of which are to be sought at the AGM “Latest Practicable Date” 27 May 2005, being the latest practicable date prior to the printing of this circular “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange “Proposals” proposals for re-election of directors and general mandates to issue and repurchase Shares “Share(s)” share(s) of HK$0.10 each in the capital of the Company “Share Buy-Back Rules” the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities “Shareholder(s)” registered holder(s) of Share(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeover Code” the Hong Kong Code on Takeovers and Mergers “HK$” Hong Kong dollars

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LETTER FROM THE BOARD OF DIRECTORS

WEALTHMARK INTERNATIONAL (HOLDINGS) LIMITED 和寶國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 39)

Executive Directors: Mr WONG Chor Sang Mr KWOK Kee Ho, Danny Mr CHAN Wai Kin, Benito Mr TSE Chung Sing Mr Peter LO Mr David Lee SUN Mr Peter Jeva AU

Registered office: Ugland House South Church Street P.O. Box 309 George Town Grand Cayman Cayman Islands British West Indies

Non-executive Directors: Mr CHAN Wai-Kau Mr Derek Emory Ting-Lap YEUNG Mr. Thomas GREER

Independent Non-executive Directors: Mr CHAN Sheung Kwan Mr YANG Xi Mr YUE Kwai Wa, Ken Dr LEUNG Kwan-Kwok Mr Sam ZUCHOWSKI

Head office and principal place of business: Units 1 and 2, 3/F Fook Hong Industrial Building 19 Sheung Yuet Road Kowloon Bay, Kowloon Hong Kong

1 June 2005

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the Proposals and to seek your approval of the Proposals. Your approval will be sought at the Annual General Meeting.

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LETTER FROM THE BOARD OF DIRECTORS

RE-ELECTION OF DIRECTORS

In accordance with Article 116 of the Company’s Articles of Association, Mr Kwok Kee Ho, Danny will retire as Director by rotation. Pursuant to Article 99, Mr Chan Wai Kin, Benito, Mr Tse Chung Sing, Mr Peter Lo, Mr David Lee Sun, Mr Peter Jeva Au, Mr Chau Wai Kau, Mr Derek Emory Ting-Lap Yeung, Mr Thomas Greer, Mr Yang Xi, Mr Yue Kwai Wa, Ken, Dr Leung Kwan-Kwok and Mr Sam Zuchowski will retire as Directors.

All of the above-mentioned Directors are eligible and offer themselves for re-election as Directors at the Annual General Meeting. The particulars of these Directors which are required to be disclosed under the Listing Rules are set out below:–

Executive Directors

• (1) Mr Kwok Kee Ho, Danny , aged 37, is an Executive Director and the production manager of the Company. He has over ten years’ experience in the handbag industry. Mr Kwok joined the Group in May 1995 and has substantial experience in factory operations and management. He mainly stations at the Hui Zhou factory and is responsible for the overall management and planning of the Group’s production facilities in the People’s Republic of China (“PRC”). He has not held any directorship in other listed companies in the past three years. He does not have any relationship with any other directors, senior management or substantial shareholders of the Company. Mr Kwok does not have any interests in Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”).

There is no service contract signed between the Company and Mr Kwok. Mr Kwok is not appointed for a specific term. He is entitled to receive an annual salary of HK$325,000. There are no other matters concerning Mr Kwok that need to be brought to the attention of the Shareholders.

• (2) Mr Chan Wai Kin, Benito , aged 37, is an Executive Director of the Company. He obtained his Bachelor of International Trading Degree from Chung Yuen Christian University. He has worked as a manager in the China Division of the Company since 2001. He oversees all of the Group’s business in the PRC excluding the export division. He has over 14 years experience in merchandising products in the leather industry. He was introduced to the Group through a customer of the Group. Mr Chan has not held any directorship in other listed companies in the past three years. He does not have any relationship with any ex or current directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company. Mr Chan does not have any interests in Shares of the Company within the meaning of Part XV of the SFO.

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LETTER FROM THE BOARD OF DIRECTORS

There is no service contract signed between the Company and Mr Chan. Mr Chan is not appointed for a specific term. He is entitled to receive an annual salary of HK$216,000. There are no other matters concerning Mr Chan that need to be brought to the attention of the Shareholders.

• (3) Mr Tse Chung Sing , aged 50, is an Executive Director of the Company. He has been in the handbag business for over eighteen years. Mr Tse began his career as a marketing manager with Effectual Products Manufacturing Limited. Thereafter he obtained experience as a marketing manager with Worldview Handbag Manufacturing Co., Ltd. and the Group. He has been a marketing manager of the Group since 2002. He is a director and a shareholder of Eastway Corporation Limited, a 51% owned subsidiary of the Group. Mr Tse has not held any directorship in other listed companies in the past three years. He does not have any relationship with any ex or current directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company. Mr Tse does not have any interests in Shares of the Company within the meaning of Part XV of the SFO.

There is no service contract signed between the Company and Mr Tse. Mr Tse is not appointed for a specific term. He is entitled to receive an annual salary of HK$260,000. There are no other matters concerning Mr Tse that need to be brought to the attention of the Shareholders.

• (4) Mr Peter Lo , aged 49, is a director of China Enterprise Capital Limited. He was the chief executive officer and executive director of Harbin Brewery Group Limited (formerly listed on the Main Board of the Stock Exchange with stock code 249). At present, he is a non-executive director of Harbin Brewery as well as a consultant to Anheuser Busch International. He held senior management positions in the Hong Kong offices of several international companies and has more than 15 years’ experience in doing business in the PRC. Mr. Lo received a Bachelor of Science (Economics) Degree in Mathematical Economics and Econometrics from the London School of Economics and Political Science in 1982. Mr. Lo was awarded as “Directors of the Year 2004” (Hong Kong Institute of Directors). Mr. Lo is a member of the People’s Consultative Conference of Harbin City. Mr. Lo does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company for the purpose of the Listing Rules. He has no interests in Shares of the Company within the meaning of Part XV of the SFO.

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LETTER FROM THE BOARD OF DIRECTORS

There is no service contract between the Company and Mr. Lo. He is entitled to an annual emolument of HK$150,000 as Executive Director of the Company which is determined by the Board by reference to his duties and responsibilities with the Company and the Company’s remuneration policy. Mr. Lo is subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company.

• (5) Mr David Lee Sun , aged 39, is the director of CEC Management Limited. Prior to helping form CEC, he was the Managing Director and General Counsel of Pacific Alliance Group Limited. Mr. Sun was the Director for Strategy and Business Development Asia at Interbrew SA (now InBev). Prior to his position at Interbrew, he was a consultant in the Corporate Finance and Strategy Practice of McKinsey & Company, Inc. in Hong Kong. Mr. Sun holds a J.D. from the University of Illinois College of Law and a B.A. degree from Cornell University. Mr. Sun does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company for the purpose of the Listing Rules. He has no interests in Shares of the Company within the meaning of Part XV of the SFO.

There is no service contract between the Company and Mr. Sun. He is entitled to an annual emolument of HK$150,000 as Executive Director of the Company which is determined by the Board by reference to his duties and responsibilities with the Company and the Company’s remuneration policy. Mr. Sun is subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company.

• (6) Mr Peter Jeva Au , aged 54, is director of China Enterprise Capital Limited. Mr. Au has extensive experience in managing direct investment and institutional funds. Mr. Au was Managing Director of China Enterprise Capital Fund Limited and director of Harbin Brewery Group Limited (formerly listed on the Main Board of the Stock Exchange with stock code 249). He was the co-founder and Managing Director of Inter Asian Group. Mr. Au started his banking career with Citibank N.A. and he was the Executive Director of Merchant Banking for Royal Trust Asia. He received a Bachelor of Science in Economics and an MBA, both from New York University, U.S.A. Mr. Au does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company for the purpose of the Listing Rules. He has no interests in Shares of the Company within the meaning of Part XV of the SFO.

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LETTER FROM THE BOARD OF DIRECTORS

There is no service contract between the Company and Mr. Au. He is entitled to an annual emolument of HK$150,000 as Executive Director of the Company which is determined by the Board by reference to his duties and responsibilities with the Company and the Company’s remuneration policy. Mr. Au is subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company.

Non-executive Directors

• (7) Mr Chau Wai Kau , aged 52, held various management positions in public sector and private businesses. He has a first degree in economics and a postgraduate qualification in accounting and finance from the London School of Economics; a master degree, University of Hong Kong. He has been active with charities and social activities. For the year 2005/06, he is an elected member of the Executive Committee of Lok Sin Tong Benevolent Society, Kowloon. Mr. Chau does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company for the purpose of the Listing Rules. He has no interests in Shares of the Company within the meaning of Part XV of the SFO.

There is no service contract between the Company and Mr. Chau. He is entitled to an annual emolument of HK$150,000 as Non-executive Director of the Company which is determined by the Board by reference to his duties and responsibilities with the Company and the Company’s remuneration policy. Mr. Chau is subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company.

• (8) Mr Derek Emory Ting-Lap Yeung , aged 32, is the chief executive officer and cofounder of She Communications Limited, the leading Hong Kong based women’s lifestyle communications company. Prior to founding she.com, Mr. Yeung was an associate with telecom venture group limited and a consultant with Arthur Andersen & company both in Boston and Hong Kong. Mr. Yeung graduated from Brown University with an A.B. in applied mathematics/economics and received an MBA/MS (accounting) degree from Northeastern University. Mr. Yeung is a certified public accountant and a member of the American institute of certified public accountants. Mr. Yeung does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company for the purpose of the Listing Rules. He has no interests in Shares of the Company within the meaning of Part XV of the SFO.

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LETTER FROM THE BOARD OF DIRECTORS

There is no service contract between the Company and Mr. Yeung. He is entitled to an annual emolument of HK$150,000 as Non-executive Director of the Company which is determined by the Board by reference to his duties and responsibilities with the Company and the Company’s remuneration policy. Mr. Yeung is subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company.

• (9) Mr Thomas Greer , aged 57, is director of China Enterprise Capital Limited and Managing Director of Enterprise Capital Corporation. He is also a member of the Advisory Board of InterAsia Venture Management Company, a venture capital company in Asia. He began his financial career J. P. Morgan Bank and later worked in Citicorp Asia for twelve years in senior positions in Indonesia, South Korea and Hong Kong. He then joined Royal Trust Asia and Bank of America He also served on the Investment Committee of Bank of America’s Asian Direct Equity Fund. He established Enterprise Capital Corporation in 1994. He holds a Bachelor of Science degree from the University of Colorado and a Master of International Management from the American Graduate School of International Management. Mr. Greer does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company for the purpose of the Listing Rules. He has no interests in Shares of the Company within the meaning of Part XV of the SFO.

There is no service contract between the Company and Mr. Greer. He is entitled to an annual emolument of HK$150,000 as Non-executive Director of the Company which is determined by the Board by reference to his duties and responsibilities with the Company and the Company’s remuneration policy. Mr. Greer is subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company.

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LETTER FROM THE BOARD OF DIRECTORS

Independent Non-executive Directors

• (10) Mr Yang Xi , aged 40, is an Independent Non-executive Director of the Company. He graduated from XiaMen University, PRC in 1986 majoring in international laws. He has been a full time lawyer in the PRC since 1993. Mr Yang has, since 1995, been a partner of Yangxi Law Firm, PRC. He is the Vice-President of Jiangxi Provincial Lawyer Association, Vice President of Jiujiang Municipal Lawyer Association, deputy to the Jiujiang Municipal People’s Congress, member of Jiujiang Municipal People’s Congress Judicial Committee, standing member of Jiujiang Chamber of Commerce, visiting professor of jurisprudence college in Jiujiang University, member of China Intellectual Property Association and member of China Trademark Association. Mr Yang has not held any directorship in other listed companies in the past three years. He does not have any relationship with any other directors, senior management or substantial shareholders of the Company. Mr Yang does not have any interests in Shares of the Company within the meaning of Part XV of the SFO.

There is no service contract signed between the Company and Mr Yang. Mr Yang is not appointed for a specific term. The director’s fee of Mr Yang as an Independent Non-executive Director is HK$40,000 per year which is subject to review by the Board from time to time. There are no other matters concerning Mr Yang that need to be brought to the attention of the Shareholders.

• (11) Mr Yue Kwai Wa, Ken , aged 38, is an Independent Non-executive Director of the Company. He is also a director of WinKas Company Limited, a financial and management consultancy services company in Hong Kong and an Independent Non-executive Director of Byford International Limited and Loulan Holdings Limited, both companies listed on the Growth Enterprise Market of the Stock Exchange. Prior to joining WinKas Company Limited, Mr Yue worked in Dao Heng Securities Limited in various roles including compliance and finance between 1998 and 2002. Mr Yue also worked at the Regulation Division of the Stock Exchange from June to September 1998 and worked in the accounting and audit field from 1993 to 1997. Mr Yue is a member of the Hong Kong Securities Institute and an associate member of the American Institute of Certified Public Accountants. He has no relationship whatsoever with any ex or current Directors. Mr Yue does not have any interests in Shares of the Company within the meaning of Part XV of the SFO and is not a connected person as defined in the Listing Rules.

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LETTER FROM THE BOARD OF DIRECTORS

Mr Yue has entered into a Director’s Service Contract with the Company beginning on 25 January 2005. Mr Yue is appointed for an initial term of one year and his annual director’s fee as an Independent Non-executive Director is HK$80,000. There are no other matters concerning Mr Yue that need to be brought to the attention of the Shareholders.

• (12) Dr Leung Kwan Kwok , aged 53, is director of the Quality Evaluation Centre and the Associate Head of Department of Applied Social Studies, City University of Hong Kong. He is also President of the Foundation of China Studies, director of the Centre of China Studies and Co-Chief Editor of China Studies. Since 1991, he has been offering consultancy/professional services to the government, public utilities, voluntary agencies, media, and private enterprises in Hong Kong. Dr. Leung does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company for the purpose of the Listing Rules. He has no interests in Shares of the Company within the meaning of Part XV of the SFO.

There is no service contract between the Company and Dr. Leung. He is entitled to an annual emolument of HK$150,000 as Independent Non-executive Director of the Company which is determined by the Board by reference to his duties and responsibilities with the Company and the Company’s remuneration policy. Dr. Leung is subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company.

• (13) Mr Sam Zuchowski , aged 58, has considerable experience in investment banking and other direct investments where he has held positions with Merrill Lynch International, Inc., First Pacific U.S. Securities (Aust.) Ltd and Capitalcorp Ltd. He has also been a director of a number of companies listed on the Hong Kong Stock Exchange, namely, G-Prop (Holdings) Limited, SMI Corporation Limited (formerly Star East Holdings Limited) and Hansom Eastern (Holdings) Limited (formerly Tung Fong Hung (Holdings) Limited. Mr. Zuchowski obtained a bachelor of laws degree from the University of Melbourne, Austrialia. Mr. Zuchowski does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company for the purpose of the Listing Rules. He has no interests in Shares of the Company within the meaning of Part XV of the SFO.

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LETTER FROM THE BOARD OF DIRECTORS

There is no service contract between the Company and Mr. Zuchowski. He is entitled to an annual emolument of HK$150,000 as Independent Non-executive Director of the Company which is determined by the Board by reference to his duties and responsibilities with the Company and the Company’s remuneration policy. Mr. Zuchowski is subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company.

GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 27 May 2004, general mandates were granted to the Directors to exercise the powers of the Company to issue Shares and to repurchase Shares. These general mandates will lapse at the conclusion of the Annual General Meeting. Ordinary resolutions will therefore be proposed at the Annual General Meeting to grant new general mandates to the Directors to issue Shares and to repurchase Shares.

At the Annual General Meeting, ordinary resolutions will be proposed to grant to the Directors a general mandate to exercise the powers of the Company to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution (the “Share Issue Mandate”), and approve an extension of the Share Issue Mandate by adding to it the aggregate nominal amount of any Shares repurchased by the Company under the Repurchase Mandate (as hereinafter defined), details of which are set out in Ordinary Resolutions No. 4 and No. 6 of the AGM notice.

GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will also be proposed at the Annual General Meeting to grant to the Directors a general mandate to exercise the powers of the Company to repurchase Shares with an aggregate nominal amount of up to 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of the resolution (the “Repurchase Mandate”) as set out in Ordinary Resolution No. 5 of the AGM Notice. An explanatory statement as required under the Share Buy-Back Rules, giving certain information regarding the Repurchase Mandate, is set out in the Appendix hereto.

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LETTER FROM THE BOARD OF DIRECTORS

AGM NOTICE

The AGM Notice is set out at the end of this circular. Enclosed with this circular is a form of proxy for use at that meeting. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Branch Share Registrar in Hong Kong, Tengis Limited, at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof if you so wish.

RIGHTS TO DEMAND A POLL

Pursuant to Article 80 of the Articles of Association of the Company, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded by:–

• (a) the Chairman of the meeting; or

• (b) at least five members present in person or by proxy and entitled to vote; or

• (c) any member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or

• (d) any member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

Unless a poll is so demanded and 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 Company’s book containing the minutes of proceedings of meetings of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

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LETTER FROM THE BOARD OF DIRECTORS

RECOMMENDATION

The Directors consider that the re-election of Directors, the granting of the Share Issue Mandate, the extension of the Share Issue Mandate and the Repurchase Mandate as mentioned above are all in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend all Shareholders to vote in favour of the aforesaid resolutions to be proposed at the Annual General Meeting.

Yours faithfully

For and on behalf of

Wealthmark International (Holdings) Limited

Tse Chung Sing Director

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EXPLANATORY STATEMENT

APPENDIX

This Appendix serves as an explanatory statement, as required by the Share Buy-Back Rules, to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 200,000,000 Shares. Subject to the passing of Ordinary Resolution No. 5 set out in the AGM Notice and on the basis that no further Shares are issued or repurchased by the Company prior to the date of the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 20,000,000 Shares, representing not more than 10% of the issued share capital of the Company as at the Latest Practicable Date.

2. REASONS FOR REPURCHASES

Although the Directors have no present intention of repurchasing any Shares, they believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

3. FUNDING OF REPURCHASES

Share repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available for the purpose as well as in accordance with its memorandum and articles of association and the laws of the Cayman Islands. The laws of the Cayman Islands provide that the amount of capital paid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on a repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated accounts contained in the Annual Report) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of previous thirteen months and in the current month up to 27 May 2005, being the latest practicable date, before printing of this circular were as follows:–

	Highest	Lowest
	HK$	HK$
2004
April	–	–
May	0.900	0.800
June	–	–
July	–	–
August	–	–
September	0.800	0.800
October	–	–
November (trading suspended on 23 November 2004)	–	–
December	Suspended
2005
January	Suspended
February (trading resumed on 23 February 2005)	0.500	0.500
March	0.570	0.445
April	1.600	0.460
May (up to 27 May 2005)	0.650	0.510

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases under the Repurchase Mandate and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

6. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders.

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•

EXPLANATORY STATEMENT

APPENDIX

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

7. TAKEOVER CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeover Code. As a result, a shareholder or group of shareholders acting in concert could, depending on the level of increase of shareholding interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

As at the Latest Practicable Date, Orientelite Investments Limited (“Orientelite”), the substantial shareholders of the Company held a total of 150,000,000 Shares representing 75% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of Orientelite would be increased to approximately 83.3% of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code. Such an increase would however mean that the aggregate amount of the share capital of the Company in the public hands would be reduced to less than 25% and this would only be permitted if the Stock Exchange agrees to waive this dealing restriction.

The Directors do not intend to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate to the extent that would render the aggregate amount of the issued share capital of the Company in the public hands to less than 25% or would give rise to any consequences under the Takeover Code.

8. SHARE REPURCHASE MADE BY THE COMPANY

The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular.

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NOTICE OF ANNUAL GENERAL MEETING

WEALTHMARK INTERNATIONAL (HOLDINGS) LIMITED 和寶國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 39)

NOTICE IS HEREBY GIVEN that an annual general meeting of the Company will be held at Small Connaught Room, 1/F, Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong on Friday, 24 June 2005 at 11:00 a.m. for the following purposes:–

• 1 To receive and consider the audited consolidated financial statements and the reports of the Directors and the auditors for the year ended 31 December 2004;

• 2 To re-elect Directors and to fix their remuneration;

• 3 To re-appoint auditors and to authorise the Directors to fix the remuneration of the auditors;

• 4 To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:–

“ THAT

• (i) subject to paragraph (iii), the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (i), otherwise than pursuant to (a) a Rights Issue (as defined below) or (b) the exercise of any option under the share option scheme of the Company, 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

• (iv) for the purposes of this Resolution:–

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (a) the conclusion of the next Annual General Meeting of the Company; or

• (b) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting; or

• (c) the expiration of the period within which the next Annual General Meeting of the Company is required by the Articles of Association of the Company or any other applicable laws of the Cayman Islands to be held.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares 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 of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or of the requirements of any recognised regulatory body or any stock exchange in, or in any territory outside Hong Kong).”

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NOTICE OF ANNUAL GENERAL MEETING

• 5 To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:–

“ THAT

• (i) subject to paragraph (ii) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (ii) the aggregate nominal amount of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution and the said approval shall be limited accordingly; and

• (iii) for the purpose of this Resolution:–

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (a) the conclusion of the next Annual General Meeting of the Company; or

• (b) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting; or

• (c) the expiration of the period within which the next Annual General Meeting of the Company is required by the Articles of Association of the Company or any other applicable laws of the Cayman Islands to be held.”

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NOTICE OF ANNUAL GENERAL MEETING

• 6 To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:–

“ THAT subject to the passing of Resolutions No. 4 and No. 5 set out in the notice convening this meeting, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to Resolution No. 4 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 5 set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing the said Resolution.”

By Order of the Board Tse Chung Sing Director

Hong Kong, 1 June 2005

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The Register of Members of the Company will be closed from 22 June 2005 to 24 June 2005 (both days inclusive), for the purpose of establishing the entitlement of members to vote at the meeting convened by the above notice. During this period, no transfer of shares of the Company will be registered. In order to qualify for voting, all transfers of shares of the Company, accompanied by the relevant share certificates must be lodged for registration with the Company’s Branch Registrar in Hong Kong, Tengis Limited at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Hong Kong not later than 4:30 p.m. on 21 June 2005.

2. Any member of the Company entitled to attend and vote at the meeting (or at any adjournment thereof) is entitled to appoint one or more proxies (who must be an individual or individuals) to attend and vote instead of him. A proxy need not be a member of the Company.

3. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority must be lodged with the Company’s Branch Share Registrar in Hong Kong, Tengis Limited at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Concerning Resolution No. 4 above, approval is being sought from members as a general mandate in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, in order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any shares of the Company up to 20 per cent of the issued share capital.

5. In relation to Resolution No. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to purchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders.

6. The existing Board of Directors comprises seven Executive Directors, namely, Mr Wong Chor Sang, Mr Kwok Kee Ho, Danny, Mr Chan Wai Kin, Benito, Mr Tse Chung Sing, Mr Peter Lo, Mr David Lee Sun and Mr Peter Jeva Au, three Non-executive Directors, namely Mr Chau Wai-Kau, Mr Derek Emory Ting-Lap Yeung and Mr Thomas Greer and five Independent Non-executive Directors, namely, Mr Chan Sheung Kwan, Mr Yang Xi, Mr Yue Kwai Wa, Ken, Dr Leung Kwan-Kwok and Mr Sam Zuchowski.

7. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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