Eminence Enterprise Limited — Proxy Solicitation & Information Statement 2006

May 19, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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.

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Asia Alliance Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular is addressed to the shareholders of the Company in connection with the special general meeting of the Company to be held on Monday, 19 June 2006. This circular is not and does not constitute an offer of, nor is it calculated to invite offers for, shares in or other securities of the Company.

Asia Alliance Holdings Limited

• (Incorporated in Bermuda with limited liability) (Stock Code: 616)

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL, BONUS ISSUE OF SHARES ON THE BASIS OF NINE BONUS SHARES FOR EVERY EXISTING SHARE HELD, CHANGE OF COMPANY NAME AND

CHANGE IN BOARD LOT SIZE

A notice convening a special general meeting of Asia Alliance Holdings Limited to be held at 7th Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong at 10:00 a.m. on Monday, 19 June 2006 is set out on pages 11 to 13 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit it to 7th Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you wish.

* For identification only

19 May 2006

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Increase in Authorised Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Change in board lot size . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
The SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Right to demand a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

— i —

DEFINITIONS

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

“Announcement”	the announcement of the Company dated 2 May 2006 relating
	to, among other things, the proposed Increase in Authorised
	Share Capital, Bonus Issue, Change of Company Name and
	change in board lot size
“Board”	the board of Directors
“Bonus Issue”	the proposed bonus issue of Bonus Shares to the Shareholders
	whose names appear on the Register at the close of business
	on the Record Date on the basis of nine (9) Bonus Shares for
	every existing Share held on that day
“Bonus Share(s)”	new Share(s) to be issued and allotted to Shareholders under
	the Bonus Issue
“Branch Share Registrar”	the Company’s branch share registrar and transfer office in
	Hong Kong, Secretaries Limited at 26th Floor, Tesbury
	Centre, 28 Queen’s Road East, Wanchai, Hong Kong
“CCASS”	the Central Clearing and Settlement System established and
	operated by HKSCC
“Change of Company Name”	the proposed change of the Company’s English name to
	“Easyknit Enterprises Holdings Limited” and the adoption of the Chinese name “ ” for identification
	only
“Company”	Asia Alliance Holdings Limited, an exempted company
	incorporated in Bermuda with limited liability, the Shares of
	which are listed on the Stock Exchange
“Director(s)”	director(s) of the Company
“Get Nice Investment Limited”	Get Nice Investment Limited, a deemed licensed corporation
	to carry out business in type 1 (dealing in securities), type 4
	(advising on securities), type 6 (advising on corporate
	finance), and type 9 (asset management) regulated activities
	under the SFO, which is not a connected person (as defined in
	the Rules of Governing the Listing of Securities on the Stock
	Exchange) of the Company
“Group”	the Company and its subsidiaries
“HKSCC”	the Hong Kong Securities Clearing Company Limited

— 1 —

DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Increase in Authorised Share	the proposed increase in the authorised share capital of the
Capital”	Company from HK$6,500,000 divided into 650,000,000
	Shares of HK$0.01 each to HK$200,000,000 divided into
	20,000,000,000 Shares of HK$0.01 each by the creation of an
	additional 19,350,000,000 Shares of HK$0.01 each
“Latest Practicable Date”	18 May 2006, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	included herein
“Record Date”	Monday, 19 June 2006, being the record date by reference to
	which entitlements to the Bonus Issue are to be determined
“Register”	the register of members of the Company
“SFO”	The Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“SGM”	the special general meeting of the Company expected to be
	held on Monday, 19 June 2006 at which resolutions will be
	proposed to consider and, if thought fit, approve the (a)
	Increase in Authorised Share Capital, (b) Bonus Issue, and (c)
	Change of Company Name
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“%”	percentage or per centum

— 2 —

EXPECTED TIMETABLE

The expected timetable for the Bonus Issue is set out below:

2006
Last day of trading in Shares cum entitlements
to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 7 June
First day of trading in Shares ex-entitlements
to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 8 June
Latest time for lodging transfers of Shares in order
to qualify for the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Friday, 9 June
Closure of Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 12 June to Monday,
19 June (both dates inclusive)
Latest time for return of proxy form for the SGM
(not less than 48 hours) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m., Saturday, 17 June
Record Date for determination of entitlements to the Bonus Issue . . . . . . . . . . . . Monday, 19 June
Date of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m., Monday, 19 June
Re-opening of Register. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 20 June
Despatch of certificates for Bonus Shares on or before . . . . . . . . . . . . . . . . . . . . Tuesday, 27 June
Effective date of change in board lot size to
5,000 Shares per board lot . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday 29 June
First day of dealings in Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday 29 June
Designated broker starts to stand in the market
to provide matching services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday 29 June
Designated broker ceases to stand in the market
to provide matching services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 July

Note : All times refer to Hong Kong local time in this circular.

— 3 —

LETTER FROM THE BOARD

Asia Alliance Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 616)

Executive Directors:

Tse Wing Chiu, Ricky (Chairman and Chief Executive Officer) Lui Yuk Chu (Deputy Chairman)

Independent Non-Executive Directors:

Kan Ka Hon Kwong Jimmy Cheung Tim Lau Sin Ming

Principal place of business in Hong Kong: 7th Floor Hong Kong Spinners Building Phase 6, 481-483 Castle Peak Road Cheung Sha Wan Kowloon Hong Kong

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

19 May 2006

To the Shareholders

Dear Sir or Madam,

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL, BONUS ISSUE OF SHARES ON THE BASIS OF NINE BONUS SHARES FOR EVERY EXISTING SHARE HELD, CHANGE OF COMPANY NAME AND CHANGE IN BOARD LOT SIZE

INTRODUCTION

On 2 May 2006, the Company announced the proposed: (i) Increase in Authorised Share Capital; (ii) Bonus Issue; (iii) Change of Company Name; and (iv) change in board lot size. The purpose of this circular is to provide you with further details in respect of the aforesaid and to give you notice of the SGM at which resolutions will be proposed to consider and, if thought fit, approve items (i), (ii) and (iii) above.

• For identification only

— 4 —

LETTER FROM THE BOARD

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was HK$6,500,000 comprising 650,000,000 Shares of HK$0.01 each, out of which 392,707,524 Shares have been issued and are fully paid or credited as fully paid. In order to accommodate future expansion and growth of the Group and to facilitate the proposed Bonus Issue, the Board proposes the Increase in Authorised Share Capital, which involves increase in the authorised share capital to HK$200,000,000 comprising 20,000,000,000 Shares of HK$0.01 each by the creation of an additional 19,350,000,000 Shares of HK$0.01 each.

Immediately after the completion of the Increase in Authorised Share Capital and assuming no new Shares are issued prior to the SGM, the authorised share capital of the Company will comprise authorised ordinary share capital of HK$200,000,000 divided into 20,000,000,000 Shares of HK$0.01 each, with 392,707,524 issued Shares and 19,607,292,476 unissued Shares.

The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the SGM, and no Shareholder is required to abstain from voting on such resolution.

PROPOSED BONUS ISSUE

Background

It was announced on 2 May 2006 that the Bonus Issue would be proposed to take place after the Increase in Authorised Share Capital becomes effective. Subject to the conditions set out below, the Bonus Issue will be made, by way of capitalisation of sums standing to the credit of the Company’s share premium account, to Shareholders whose names appear on the Register on the Record Date on the basis of nine (9) Bonus Shares, credited as fully paid, for every existing Share held.

As at the Latest Practicable Date, the Company had no outstanding options, warrants or other securities convertible into or giving rights to subscribe for Shares. As at the Latest Practicable Date, there were 392,707,524 Shares in issue. On this basis, an aggregate of 3,534,367,716 Bonus Shares of HK$0.01 each will be issued under the Bonus Issue and an amount of HK$35,343,677.16 will be capitalised from the Company’s share premium account. The total number of Shares in issue upon completion of the Bonus Issue will be increased to 3,927,075,240 Shares.

The Bonus Shares will be credited as fully paid and will rank pari passu in all respects with the existing issued Shares with effect from the date of issue, except that they will not be eligible for the Bonus Issue.

Conditions of the Bonus Issue

The Bonus Issue is conditional upon the following conditions being fulfilled:

• (i) the passing by the Shareholders at the SGM of an ordinary resolution approving the Increase in Authorised Share Capital;

— 5 —

LETTER FROM THE BOARD

• (ii) the passing by the Shareholders at the SGM of an ordinary resolution approving the Bonus Issue; and

• (iii) the Listing Committee of the Stock Exchange agreeing to grant the approval for the listings of, and permission to deal in, the Bonus Shares to be issued pursuant to the Bonus Issue.

Closure of Register

The Register will be closed from Monday, 12 June 2006 to Monday, 19 June 2006 (both dates inclusive) for determining the Shareholders’ entitlements to the Bonus Issue. No transfers of Shares will be registered during this period. The last day for dealing in Shares cum entitlements to the Bonus Issue will be on Wednesday, 7 June 2006.

To qualify for the Bonus Issue, all transfers of Shares accompanied by the relevant share certificate(s) must be lodged with the Branch Share Registrar for registration no later than 4:00 p.m. on Friday, 9 June 2006.

Reasons for the Bonus Issue

The Bonus Issue will allow the Shareholders to participate in the growth of the Company. It will also provide the Company with a wider capital base and is expected to increase the marketability of the Shares.

Certificates for Bonus Shares

In the absence of any specific instruction to the contrary received in writing by the Branch Share Registrar, it is expected that certificates for the Bonus Shares, in board lot size of 5,000 and in the existing name of the Company, will be despatched by ordinary post to the Shareholders at their own risk on or before Tuesday, 27 June 2006 to their respective addresses shown in the Register on the Record Date or, in the case of joint holders, to the address of the joint holder whose name stands first in the Register on the Record Date in respect of the joint holding.

Listing and dealings

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Bonus Shares. No part of the share capital of the Company is listed on or dealt in on any other stock exchange and no such listing or permission to deal is being or is proposed to be sought.

Subject to the granting of the listing of, and permission to deal in, the Bonus Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Bonus Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the expected commencement of dealings in the Bonus Shares on the Stock Exchange or such other date as may be determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

— 6 —

LETTER FROM THE BOARD

Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter.

Shareholders should seek advice from their stockbroker or other professional adviser for details of those settlement arrangements and how such arrangements will affect their rights and interests.

Dealings in the Bonus Shares on the Stock Exchange are expected to commence on Thursday, 29 June 2006 and will be subject to the payment of Hong Kong stamp duty.

Taxation

Shareholders are recommended to consult their professional adviser if they are in any doubt as to the taxation implications of any purchase, holding or disposal of or dealing in the Bonus Shares. It is emphasised that none of the Company, the Directors or any other parties involved in the Bonus Issue accepts responsibility for any tax effects or liabilities of the Shareholders resulting from the purchase, holding or disposal of or dealings in the Bonus Shares.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes a change in the English name of the Company from “Asia Alliance Holdings Limited” to “Easyknit Enterprises Holdings Limited”; and the adoption of the Chinese name “ ” in lieu of “ ” for identification only.

The Directors are of the view that the new company name aligns the identity of the Group with its controlling Shareholder, being Easyknit International Holdings Limited ( ). Easyknit International Holdings Limited (stock code: 1218), is an exempted company incorporated in Bermuda with limited liability whose shares are listed on the main board of the Stock Exchange and the Singapore Exchange Securities Trading Limited. It currently holds approximately 35.93% of the Company’s issued share capital. There will be no change in the Group’s principal businesses where it will remain principally engaged in the businesses of garment bleaching, dyeing and knitting.

The Change of Company Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders to approve the Change of Company Name at the SGM; and

• (ii) the due registration of the new name with the Registrar of Companies in Bermuda being completed.

The Change of Company Name will take effect from the date on which the Registrar of Companies in Bermuda enters the new English name on the register in place of the existing name. Thereafter, the Company will comply with the necessary filing procedures in Hong Kong.

— 7 —

LETTER FROM THE BOARD

The Change of Company Name will not affect any rights of the Shareholders. The existing share certificates of the Company under the name of “Asia Alliance Holdings Limited” will, after the date when the Change of Company Name becomes effective, continue to be valid legal evidence of title in respect of the same number of Shares in the new name of the Company. Shareholders may exchange certificates bearing the new name of the Company free of charge within one month from the effective date of the Change of Company Name by submitting their existing share certificates to the Branch Share Registrar.

It was previously stated in the Announcement under the section headed “Expected Timetable”, that there would be a period from Thursday, 29 June 2006 to Wednesday, 2 August 2006 for free exchange of existing share certificates for new share certificates. As the effective date of the Change of Company Name remains uncertain as at the Latest Practicable Date, the exact date for the commencement of free exchange of existing share certificates cannot be ascertained currently. Further announcement will be made by the Company in relation to the: (i) effective date of the Change of Company Name, (ii) trading arrangements and the period for the free exchange of existing share certificates after the Change of Company Name becomes effective; and (iii) the change of stock short name of the Company.

CHANGE IN BOARD LOT SIZE

Based on the closing price quoted on the Stock Exchange on the Latest Practicable Date of HK$4.30 per Share, the theoretical ex-entitlement price per Share upon the Bonus Issue becoming effective will be approximately HK$0.43 per Share. Currently, the Shares are traded in board lots of 4,000 Shares and on this basis, the value of each board lot of Shares upon the Bonus Issue becoming effective would be approximately HK$1,720.00.

The Company intends that upon the Bonus Issue becoming effective, the board lot size of Shares be changed to 5,000 Shares per board lot, with value of approximately HK$2,150.00 per board lot based on the theoretical ex-entitlement price of approximately HK$0.43 per Share.

The change in board lot size of Shares will not result in any change in the relative rights of the Shareholders. The Directors are of the opinion that the change in board lot size is in the interest of the Company and its Shareholders. The effective date of the change in board lot size is expected to be on Thursday, 29 June 2006.

Odd lots matching services

In order to alleviate Shareholders’ difficulty in dealing in odd lots that might arise from the change in board lot size, the Company has appointed Get Nice Investment Limited to seek to match the purchase and sale of odd lots of the Shares arising from the change in board lot size during the period from 29 June 2006 to 28 July 2006 (both dates inclusive). Holders of odd lots of the Shares who wish to take advantage of this facility either to dispose of their odd lots of the Shares or top up to a full board lot may, directly or through their brokers, contact Mr. Cheng Wai Ho (Tel: 2537 8287 and Fax: 2869 7140) of Get Nice Investment Limited during this period. Holders of odd lots of the Shares should note that successful matching of the sale and purchase of odd lots of the Shares is not guaranteed. Any Shareholder, who is in any doubt about the odd lot facility, is recommended to consult his/her/its own professional advisers.

— 8 —

LETTER FROM THE BOARD

THE SGM

A notice convening the SGM to be held at 7th Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong at 10:00 a.m. on Monday, 19 June 2006 is set out on pages 11 to 13 of this circular at which resolutions will be proposed to consider and, if thought fit, to approve the: (i) Increase in Authorised Share Capital; (ii) Bonus Issue; and (iii) Change of Company Name.

A form of proxy for use at the SGM is enclosed. If you are not able to attend the SGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit it to the principal place of business of the Company at 7th Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjourned meeting should you so wish.

RIGHT TO DEMAND A POLL

Pursuant to bye-law 70 of the bye-laws of the Company, a poll may be demanded in relation to any resolution put to the vote of the SGM before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll:

• (i) by the chairman of the meeting; or

• (ii) by at least three Shareholders present in person or by duly authorised corporate representative or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any Shareholder or Shareholders present in person or by duly authorised corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (iv) by any Shareholder or Shareholders present in person or by duly authorised corporate representative or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.

— 9 —

LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the proposed Increase in Authorised Share Capital, the Bonus Issue and the Change of Company Name are in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM.

Yours faithfully, For and on behalf of Asia Alliance Holdings Limited Tse Wing Chiu, Ricky

Chairman and Chief Executive Officer

— 10 —

NOTICE OF THE SGM

Asia Alliance Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 616)

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of Asia Alliance Holdings Limited (the “Company”) will be held at 7th Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong on Monday, 19 June 2006 at 10:00 a.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing (with or without amendments in the case of the ordinary resolutions) the following resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the authorised share capital of the Company be and is hereby increased from HK$6,500,000 to HK$200,000,000 by the creation of an additional 19,350,000,000 new shares of HK$0.01 each in the Company ranking pari passu in all respects with the existing share capital of the Company.”

2. “ THAT conditional upon ordinary resolution number 1 being passed and the Listing Committee of the Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Bonus Shares (as defined in paragraph (a) of this resolution):—

3. (a) upon the recommendation of the directors of the Company (“Directors”), an amount of not less than HK$35,343,677.16 standing to the credit of the share premium account of the Company be capitalised and the Directors be and are hereby authorised to apply such amount in paying up in full at par 3,534,367,716 new shares of HK$0.01 each in the capital of the Company (“Bonus Shares”) to be allotted, issued and distributed, credited as fully paid, to the members of the Company whose names appear on the register of members of the Company on 19 June 2006 (the “Record Date”), on the basis of nine Bonus Shares for every one existing share of HK$0.01 each in the capital of the Company then held by them respectively (“Bonus Issue”);

4. (b) the Bonus Shares to be issued pursuant to this resolution shall, subject to the memorandum of association and bye-laws of the Company, rank pari passu in all respects with the existing issued shares of HK$0.01 each in the capital of the Company, except that they will not be eligible for the bonus issue of shares mentioned in this resolution; and

5. For identification only

— 11 —

NOTICE OF THE SGM

• (c) the Directors be and are hereby authorised to do all acts and things as may be necessary or in their opinion expedient in connection with the allotment and issue of the Bonus Shares.”

SPECIAL RESOLUTION

1. “ THAT subject to the due registration of the new name with the Registrar of Companies in Bermuda being completed, the name of the Company be changed from “Asia Alliance Holdings Limited” to “Easyknit Enterprises Holdings Limited” and on such change becoming effective the new Chinese name of “ ” be adopted to replace the existing Chinese name of “ ” for identification only and the directors of the Company be and are hereby authorised generally to do such acts and things and execute all documents or make such arrangements as may be necessary or they may consider expedient to effect the change of name.”

By order of the Board of Asia Alliance Holdings Limited Tse Wing Chiu, Ricky Chairman and Chief Executive Officer

Hong Kong, 19 May 2006

Notes:

1. Any shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.

3. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be delivered to the Company’s principal place of business in Hong Kong at 7th Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting (as the case may be) at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

4. Completion and return of the instrument appointing a proxy will not preclude shareholders from attending and voting in person at the meeting convened by the above notice or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

— 12 —

NOTICE OF THE SGM

1. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, then one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

As of the date hereof, the executive directors of the Company are Mr. Tse Wing Chiu, Ricky and Ms. Lui Yuk Chu and the independent non-executive directors are Mr. Kan Ka Hon, Mr. Kwong Jimmy Cheung Tim and Mr. Lau Sin Ming.

— 13 —