Founder Holdings Limited — AGM Information 2005

Jan 31, 2005

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NEW CENTURY GROUP HONG KONG LIMITED 新世紀集團香港有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 234)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of New Century Group Hong Kong Limited (the “Company”) will be held at Plaza IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 25th February, 2005 at 10:00 a.m., for the purpose of considering and, if thought fit, passing the following resolutions, with or without amendments, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

(a) the sale and purchase agreement dated 23rd November, 2004 entered into between New Century Cruise Line International Limited (the “Vendor”), Peak Ever Enterprises Limited (the “Purchaser”), a wholly-owned subsidiary of the Company, and New Century Maritime Limited (“NCML”) in relation to the sale and purchase of 2,000 shares in NCML and the rights of and benefits in the shareholders’ loan of US$8,450,155 (the “Agreement”), a copy of which has been produced to this meeting

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marked “A” and signed by the chairman of the meeting for the purpose of identification, be and is hereby approved, confirmed and ratified;

• (b) the supplemental agreement dated 7th January, 2005 entered into between the Vendor, the Purchaser and NCML (the “Supplemental Agreement”) in relation to the extension of the long stop date of the Agreement, a copy of which has been produced to this meeting marked “B” and signed by the chairman of the meeting for purpose of identification, be and is hereby approved, confirmed and ratified;

• (c) the convertible bond to be issued by the Company to the Vendor pursuant to the terms of the Agreement (the “Second Convertible Bond”), a draft of which has been produced to this meeting marked “C” and signed by the chairman of the meeting for the purpose of identification, and the issue of the shares of the Company upon exercise of the conversion rights attaching to the Second Convertible Bond be and are hereby approved and confirmed;

• (d) the sale loan assignment to be entered into between the Purchaser, the Vendor and NCML pursuant to the terms of the Agreement (the “Sale Loan Assignment”), a draft of which has been produced to this meeting marked “D” and signed by the chairman of the meeting for the purpose of identification, be and is hereby approved and confirmed;

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• (e) the shareholders’ agreement to be entered into between the Purchaser, the Vendor and NCML pursuant to the terms of the Agreement (the “Second Shareholders Agreement”), a draft of which has been produced to this meeting marked “E” and signed by the chairman of the meeting for the purpose of identification, be and is hereby approved and confirmed; and

• (f) the directors of the Company be and are hereby authorised to do all things and acts and sign all documents which they may consider necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the Agreement, the Supplemental Agreement, the Second Convertible Bond, the Sale Loan Assignment and the Second Shareholders Agreement.”

• “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of and permission to deal in the ordinary shares of HK$0.01 each in the capital of the Company (representing a maximum of 10 per cent. of the ordinary shares of the Company in issue as at the date of passing this resolution) which may be issued pursuant to the exercise of options granted under the Company’s share option scheme adopted on 23rd September, 2002 (“Scheme”), the scheme limit on grant of options under the Scheme and any other share option scheme(s) of the Company be refreshed so that it be and is hereby increased to that number of shares equal to 10 per cent. of the ordinary shares of the Company in issue as at the date of passing this resolution (“Refreshed Mandate Limit”) and any director of the Company be and is hereby

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authorised to do such act and execute such document to effect the Refreshed Mandate Limit.”

By order of the Board Yu Wai Man Company Secretary

Hong Kong, 31st January, 2005

Head Office and Principal Place of Business in Hong Kong: Unit 3808, 38th Floor

West Tower, Shun Tak Centre 168-200 Connaught Road Central Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. Unless otherwise required by statutes, a proxy need not be a member of the Company. A member of the Company may appoint a proxy in respect of part only of his holding of shares in the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

3. The instrument appointing a proxy and (if required by the board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the principal place of business of the Company in Hong Kong at Unit 3808, 38th Floor, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong not less than forty-eight (48) hours before the time appointed for holding

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the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

1. In the case of joint holders of a share if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

As at the date of this notice, the Board comprises Mr. Wilson Ng (Chairman), Ms. Sio Ion Kuan (Deputy chairman), Mr. Ng Wee Keat (Chief executive officer), Ms. Ng Siew Lang, Linda (Chief operating officer), Ms. Lilian Ng, Mr. Lo Ming Chi, Charles, Ms. Chen Ka Chee and Mr. Yu Wai Man as executive directors and Mr. Wong Kwok Tai, Mr. Kwan Kai Kin, Kenneth and Mr. Ho Yau Ming as independent executive directors.

• For identification only

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

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