Founder Holdings Limited — Major Shareholding Notification 2012

Feb 21, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

CHANGE OF TRUSTEE IN RESPECT OF CONTROLLING SHAREHOLDER

The Board of the Directors of the Company hereby announces that a change in trusteeship in respect of the Family Trust, being the controlling shareholder of the Company, has been implemented on 21 February 2012. Waiver under Note 6 to Rule 26.1 of the Takeovers Code in connection with the change in trusteeship was granted by the SFC.

The board (the “ Board ”) of directors (the “ Directors ”) of New Century Group Hong Kong Limited (the “ Company ”) hereby announces that a change in trusteeship in respect of the Huang’s Family Trust (the “ Family Trust ”), being the controlling shareholder of the Company, has been implemented on 21 February 2012. Waiver under Note 6 to Rule 26.1 of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”) in connection with the change in trusteeship was granted by the Securities and Futures Commission (the “ SFC ”) on 21 December 2011.

Existing Shareholding Structure of the Company

As at the date hereof, 3,455,753,691 shares in the Company, representing approximately 59.92% of its total issued share capital, are held by New Century Investment Pacific Limited (“ NC Investment ”), a direct wholly-owned subsidiary of Huang Worldwide Holding Limited (“ Huang Worldwide ”), while Huang Worldwide is a direct whollyowned subsidiary of Huang Group (BVI) Limited (“ Huang Group ”). Accordingly, Huang Group, being the ultimate holding company of NC Investment, is interested in approximately 59.92% of the total issued share capital of the Company.

Before the change in trusteeship, the entire issued shares in Huang Group were held by Mr. Kan Ka Chong Frederick (“ Mr. Kan ”) as the trustee of the Family Trust. The Family Trust is a discretionary trust of which the Directors including Mr. Wilson Ng, Ms. Sio Ion Kuan, Mr. Ng Wee Keat, Ms. Ng Siew Lang, Linda and Ms. Lilian Ng are the discretionary beneficiaries.

• For identification only

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The following chart illustrates the shareholding structure of the Company before the change in trusteeship:–

The Huang’s Family Trust Mr. Kan Ka Chong Frederick as the trustee of the Huang’s Family Trust 100% Huang Group (BVI) Limited 100% Huang Worldwide Holding Limited 100% New Century Investment Pacific Limited 59.92% The Company

Change in trusteeship

Mr. Kan has tendered a notice of resignation as trustee effective on 21 February 2012. In replacement of Mr. Kan, Mr. Ng (Huang) Cheow Leng (“ Mr. Huang ”), being settlor and protector of the Family Trust, has been appointed as the new trustee of the Family Trust on 21 February 2012.

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Shareholding structure of the Company immediately following the change

Immediately following the change in trusteeship, the shareholding structure of the Company is as follows:–

The Huang’s Family Trust Mr. Ng (Huang) Cheow Leng as the trustee of the Huang’s Family Trust 100% Huang Group (BVI) Limited 100% Huang Worldwide Holding Limited 100% New Century Investment Pacific Limited 59.92% The Company

According to Rule 26.1 of the Takeovers Code, subject to the granting of a waiver by the SFC, when, inter alia , any person acquires, whether by a series of transactions over a period of time or not, 30% or more of the voting rights of a company, that person shall extend offers, on the basis set out in Rule 26 of the Takeovers Code, to the holders of each class of equity share capital of the company, whether the class carries voting rights or not, and also to the holders of any class of voting non-equity share capital in which such person hold shares.

The change of trustee may result in Mr. Huang, in his capacity as the new trustee of the Family Trust, having an obligation to make a mandatory offer under Rule 26.1 of the Takeovers Code as aforementioned.

In this connection, a waiver from the mandatory offer obligation under Note 6 Rule 26.1 of the Takeovers Code has been granted by the SFC on 21 December 2011, in respect of the change of trustee.

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Upon the change of trustee as announced herein, the Family Trust will remain the ultimate controlling shareholder of the Company. The Directors believe that the change of trustee is merely incidental to the administration of the Family Trust and will not have any material impact on the management of the Company.

On behalf of the Board Wilson Ng Chairman

Hong Kong, 21 February 2012

As at the date of this announcement, 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, 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 non-executive directors.

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