Founder Holdings Limited — M&A Activity 2001

Aug 7, 2001

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

New Century Worldwide Capital Limited Multi-Asia International Holdings Limited

(incorporated in the British Virgin Islands (incorporated in Bermuda with limited liability)

with limited liability)

DESPATCH OF COMPOSITE DOCUMENT

Joint announcement relating to the

Unconditional cash offer jointly by

Kingston Securities Limited and Altus Capital Limited

on behalf of

New Century Worldwide Capital Limited

for all the issued shares in

Multi-Asia International Holdings Limited

(other than those shares already owned by New Century Worldwide Capital

Limited or parties acting in concert with it)

AND

PROPOSED CHANGE OF NAME

The Composite Offer Document regarding the Offer has been despatched to Shareholders on 6th August, 2001. The board of directors of Multi-Asia International Holdings Limited proposes to change the name of the Company to "New Century Group Hong Kong Limited".

Reference is made to the joint announcement made by New Century Worldwide Capital Limited (the "Offeror") and Multi-Asia International Holdings Limited dated 5th July, 2001 (the "Announcement") regarding, inter alia, the Offer. Unless the context requires otherwise, capitalised terms herein shall have the same meanings as defined in the Announcement.

DESPATCH OF THE COMPOSITE OFFER DOCUMENT

A composite offer document (the "Composite Offer Document") containing, inter alia, a letter setting out the terms and details of the Offer, the recommendations of the independent board committee of the Company and a letter of advice from the independent financial adviser to the Independent Board Committee was despatched to Shareholders on 6th August, 2001.

The Offer opened on 6th August, 2001 (Monday) and, unless otherwise revised, will close at 9:30 a.m. on 28th August, 2001.

The latest time and date for the acceptance of the Offer, unless otherwise revised, will be at 4:00 p.m. on 27th August, 2001.

Independent Shareholders are strongly advised to read the Composite Offer Document and the letter of advice from ICBC (Asia), the independent financial adviser to the Independent Board Committee, contained therein before deciding whether or not to accept the Offer.

PROPOSED CHANGE OF NAME

The board of directors (the "Directors") of the Company announces its proposal (the "Proposal") to change the name of the Company to "New Century Group Hong Kong Limited". Subject to the passing of a special resolution by the shareholders of the Company at a special general meeting to be held on 21st September, 2001 and the approval of the Registrar of Companies in Bermuda being obtained, the name of the Company will be changed to "New Century Group Hong Kong Limited". The Company will also adopt, for identification purpose, the name "新世紀集團香港有限公司" as its Chinese name. The Directors consider that the new name better identifies the change in shareholding of the Company.

A further announcement will be made when the proposed name change becomes effective and to inform the shareholders about the trading arrangements of the Shares of the Company in its new name.

Further details of the Proposal and the notice of a special general meeting to approve the Proposal are contained in the Composite Offer Document.

By the order of the board of the Directors By the order of the board of the Directors

New Century Worldwide Capital Limited Multi-Asia International Holdings Limited

Accura Global Limited Chang Kin Man

Corporate Director Executive Director

Hong Kong, 6th August, 2001

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Company) and confirms, having made all reasonable inquires, that to the best of its knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement (other than those relating to Company), the omission of which would make any statement in this announcement misleading.

All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Offeror) and confirm, having made all reasonable inquires, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement (other than those relating to the Offeror), the omission of which would make any statement in this announcement misleading.

Notice of Special General Meeting

NOTICE IS HEREBY GIVEN that a special general meeting of Multi-Asia International Holdings Limited (the "Company") will be held at Plaza I-III, Lower Lobby, Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong, on 21st September, 2001, at 11:00 a.m. or as soon as the annual general meeting of the Company to be held on the same date and place at 10:00 a.m. shall have been concluded or adjourned, for the purpose of considering and, if thought fit, passing the following resolution:

SPECIAL RESOLUTION

"THAT, subject to the approval of the Registrar of Companies in Bermuda being obtained, the name of the Company be changed to "New Century Group Hong Kong Limited"."

By Order of the board

Multi-Asia International Holdings Limited

Chang Kin Man

Company Secretary

6th August, 2001

Notes:

1. A form of proxy for use at the meeting is enclosed in the Composite Offer Document.

2. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him.

3. A proxy need not be a member. A member may appoint a proxy in respect of part only of his holding of shares in the Company.

4. 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 he hand of an officer, attorney or other person authorised to sign the same.

5. The instrument appointing a proxy and 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 the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

6. In the case of joint holders of a share, if more than one of such joint holders be present at any 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 in respect of the joint holding.

"Please also refer to the published version of this announcement in the Hong Kong i-mail"