Design Capital Limited — Proxy Solicitation & Information Statement 2006

Jun 2, 2006

Swank International Manufacturing Company Limited

(incorporated in Hong Kong with limited liability)

(Stock code: 663)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Swank International Manufacturing Company Limited (the “Company”) will be held at 21/F., ICBC Tower Citibank Plaza 3 Garden Road, Central, Hong Kong on Monday, 19 June 2006 at 4:00 p.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing, with or without amendment or modification, the following resolutions as ordinary resolutions of the Company to be taken by way of a poll:

ORDINARY RESOLUTIONS

(1) “ THAT

• (a) the leasing agreement dated 11 May 2006 entered into between 防城港華海化工有限公 司 (Fangcheng Huahai Chemicals Co., Ltd.) (“ Huahai ”) and 防城港南磷磷化工有限公 司 (Yunphos (Fangcheng) Chemicals Co., Ltd.) (“ Yunphos Fangcheng ”), a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose, pursuant to which Yunphos Fangcheng will lease certain premises, machinery and equipment to Huahai (the “ Guangxi Leasing Agreement ”) be and is hereby approved, ratified and confirmed;

• (b) the cap amount in relation to the Guangxi Leasing Agreement for each of the three financial years ending 31 December 2008 of RMB1.25 million (equivalent to approximately HK$1.2 million), RMB2.5 million (equivalent to approximately HK$2.4 million) and RMB2.5 million (equivalent to approximately HK$2.4 million) be and is hereby approved;

• (c) any one director of the Company (the “Director”) and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Guangxi Leasing Agreement.”

(2) “ THAT

• (a) the agency agreement dated 11 May 2006 entered into between Huahai and 雲南南磷集 團股份有限公司 (Yunnan Phosphorus Group Co., Ltd.) (“ Yunphos ”), a copy of which is tabled at the meeting and marked “B” and initialled by the chairman of the meeting for identification purpose, pursuant to which Yunphos will provide agency services to Huahai (the “ Guangxi Agency Agreement ”) be and is hereby approved, ratified and confirmed;

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• (b) the cap amount in relation to the Guangxi Agency Agreement for each of the three financial years ending 31 December 2008 of US$270,000 (equivalent to approximately HK$2.1 million), US$540,000 (equivalent to approximately HK$4.2 million) and US$540,000 (equivalent to approximately HK$4.2 million) be and is hereby approved;

• (c) any one Director be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Guangxi Agency Agreement.”

(3) “ THAT

• (a) the supply agreement dated 11 May 2006 entered into between Huahai and Yunphos, a copy of which is tabled at the meeting and marked “C” and initialled by the chairman of the meeting for identification purpose, pursuant to which Huahai will purchase yellow phosphorus from Yunphos (the “ Guangxi Raw Materials Purchase Agreement ”) be and is hereby approved, ratified and confirmed;

• (b) the cap amount in relation to the Guangxi Raw Materials Purchase Agreement for each of the three financial years ending 31 December 2008 of RMB120 million (equivalent to approximately HK$115.4 million), RMB240 million (equivalent to approximately HK$230.8 million) and RMB240 million (equivalent to approximately HK$230.8 million) be and is hereby approved;

• (c) any one Director be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Guangxi Raw Materials Purchase Agreement.”

(4) “ THAT

• (a) the distribution agreement dated 11 May 2006 entered into between Huahai and Yunphos, a copy of which is tabled at the meeting and marked “D” and initialled by the chairman of the meeting for identification purpose, pursuant to which Yunphos will purchase phosphoric acid from Huahai for its onward distribution to its customers (the “ Guangxi Distribution Agreement ”) be and is hereby approved, ratified and confirmed;

• (b) the cap amount in relation to the Guangxi Distribution Agreement for each of the three financial years ending 31 December 2008 of RMB90 million (equivalent to approximately HK$86.5 million), RMB180 million (equivalent to approximately HK$173.1 million) and RMB180 million (equivalent to approximately HK$173.1 million) be and is hereby approved;

• (c) any one Director be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Guangxi Distribution Agreement.”

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(5) “ THAT

• (a) the leasing agreement dated 11 May 2006 entered into between Huahai and 雲南南磷集 團尋甸磷電有限公司 (Yunnan Xundian Phosphorus & Electricity Co., Ltd.) (“ Yunphos Xundian ”), a copy of which is tabled at the meeting and marked “E” and initialled by the chairman of the meeting for identification purpose, pursuant to which Yunphos Xundian will lease certain premises, machinery and equipment to Huahai (the “ Yunnan Leasing Agreement ”) be and is hereby approved, ratified and confirmed;

• (b) the cap amount in relation to the Yunnan Leasing Agreement for each of the three financial years ending 31 December 2008 of RMB10 million (equivalent to approximately HK$9.6 million), RMB20 million (equivalent to approximately HK$19.2 million) and RMB20 million (equivalent to approximately HK$19.2 million) be and is hereby approved;

• (c) any one Director be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Yunnan Leasing Agreement.”

(6) “ THAT

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase issued shares of HK$0.01 each in the capital of the Company subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to procure the Company to purchase its shares at a price determined by the Directors;

• (c) the aggregate nominal amount of the shares which are authorised to be purchased by the Directors pursuant to the approval in paragraph (a) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

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

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by Hong Kong law or the articles of association of the Company to be held; or

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• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.”

(7) “ THAT

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

• (b) the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

• (c) 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 pursuant to the approval granted in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), or (ii) the share option scheme of the Company approved by The Stock Exchange of Hong Kong Limited, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the articles of association of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of-

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by Hong Kong law or the articles of association of the Company to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting; and

“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 may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

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• (8) “ THAT conditional upon the passing of the resolutions nos. 6 and 7 as set out in the notice convening the meeting of which these resolutions form part, the general mandate granted to the Directors pursuant to the resolution no. 7 as set out in the notice convening the meeting of which this resolution forms part be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company purchased by the Company under the authority granted pursuant to the resolution no. 6 as set out in the notice convening the meeting of which this resolution forms part, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”

By order of the Board Swank International Manufacturing Company Limited Zhao Jun Chairman

Hong Kong, 2 June 2006

As at the date of this announcement, the Board comprises Mr. Wang An Kang, Mr. Zhao Jun, Mr. Li Wei and Ms. Zhou Jing as the executive Directors and Mr. Choi Tze Kit, Sammy, Mr. Wu Bin and Mr. Tam King Ching, Kenny as the independent non-executive Directors.

Registered office in Hong Kong:

Suite 1102, 11/F., ICBC Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint one or more than one proxy to attend and to vote instead of him. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the above meeting, either personally or by proxy, in respect of such share as if he were solely entitled to it; but if more than one such joint holders are present at the above meeting personally or by proxy, that one of such persons so present whose name stands first on the Register of Members of the Company in respect of such share will alone be entitled to vote in respect of such share.

3. A form of proxy of the meeting is enclosed. If the appointer is a corporation, the form of proxy must be under its common seal or, under the hand of an officer or attorney duly authorized on its behalf.

4. To be valid, a form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof.

Please also refer to the published version of this announcement in The Standard.

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