Founder Holdings Limited — Proxy Solicitation & Information Statement 2002

Nov 6, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in New Century Group Hong Kong Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser.

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

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NEW CENTURY GROUP HONG KONG LIMITED

(Incorporated in Bermuda with limited liability)

CONNECTED TRANSACTIONS VESSELS CHARTER AND MANAGEMENT FOR CRUISE LINER OPERATIONS

Financial adviser to the Company

Somerley Limited

Independent financial adviser to the Independent Board Committee

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A letter from Dao Heng Securities Limited setting out its advice and recommendations to the Independent Board Committee is set out on pages 13 to 18 of this circular.

The notice convening a Special General Meeting to be held at Level 3, JW Marriott Hotel, Pacific Place, 88 Queensway, Hong Kong at 10:00 a.m. on Friday, 22nd November, 2002 is set out on pages 22 to 23 of this circular. Whether or not you propose to attend the Special General Meeting, you are requested to complete and return the form of proxy enclosed in accordance with the instructions printed thereon as soon as possible and, in any event, not later than 48 hours before the time for holding the meeting or any adjourned meeting. Completion and return of the form of proxy shall not preclude you from attending and voting at the Special General Meeting if you so wish.

5th November, 2002

CONTENT

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Charter Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Sub-charter Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Management Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
The Vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Reasons for the agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Compliance with the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Waiver for future connected transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
The Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from Dao Heng Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

– i –

DEFINITIONS

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

“associate(s)”	has the meaning set out in the Listing Rules
“Board”	the board of Directors or a duly authorised committee thereof
“BVI”	British Virgin Islands
“Charter Agreements”	two agreements both dated 17th October, 2002 entered into
	between (i) Queenston and Subsidiary for the chartering of the
	vessel named “Leisure World”; and (ii) Jackston and the Subsidiary
	for the chartering of the vessel named “Amusement World”
“Charter Charges”	the fees charged by Queenston and Jackston for the chartering of
	the vessels named “Leisure World” and “Amusement World”,
	respectively pursuant to the Charter Agreements
“Company”	New Century Group Hong Kong Limited, a company incorporated
	in Bermuda with limited liability and whose shares are listed on
	the Stock Exchange
“Connected Agreements”	the Charter Agreements and the Management Agreements
“connected person”	has the meaning set out in the Listing Rules
“Dao Heng Securities”	Dao Heng Securities Limited, an investment adviser and a
	securities dealer registered with the Securities and Futures
	Commission under the Securities Ordinance (Chapter 333 of the
	Laws of Hong Kong) and the independent financial adviser to the
	Independent Board Committee
“Directors”	the directors of the Company
“Evervalue”	Evervalue Profits Limited, a company incorporated in the BVI
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Huang Group”	Huang Group (BVI) Limited, a company incorporated in the BVI
	and held by Mr. Kan Ka Chong, Frederick (a former independent
	non-executive Director) as trustee of a discretionary trust, the
	discretionary objects of which are Mr. Huang Cheow Leng, his
	family members and unspecified charities

– 1 –

DEFINITIONS

“Independent Board Committee”	an independent committee of the Board comprising the independent
	non-executive Directors, namely, Mr. Wong Kwok Tai, Wystan
	and Mr. Lau Pok Lam
“Independent Shareholders”	Shareholders other than New Century Worldwide and its associates
“Jackston”	Jackston Shipping Limited, a company incorporated in the BVI
	and is an indirect wholly-owned subsidiary of Huang Group
“Latest Practicable Date”	1st November, 2002, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“Management Agreements”	two agreements both dated 17th October, 2002 entered into
	between the Subsidiary and NCSM for the management of the
	operations of the Vessels
“Management Charges”	the fees charged by NCSM for handling the operations of the
	Vessels including crewing, technical management, management
	services, procurement services and accounting pursuant to the
	Management Agreements
“NCSM”	New Century Shipmanagement Pte Ltd., a company incorporated
	in Singapore with limited liability which is 50% owned by Madam
	Pea Baby, being the mother of Mr. Wilson Ng and Ms. Ng Lilian,
	both of whom are the executive Directors
“NCSM Shareholder”	Madam Pea Baby, a shareholder of NCSM holding 50% interest
	in it
“New Century Worldwide”	New Century Worldwide Capital Limited, a wholly-owned
	subsidiary of Huang Group and is the controlling shareholder of
	the Company interested in 295,584,635 Shares representing 53.3%
	of the existing issued share capital of the Company
“PRC”	the People’s Republic of China
“Queenston”	Queenston Investment Limited, a company incorporated in the
	BVI and is an indirect wholly-owned subsidiary of Huang Group
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Share(s)

– 2 –

DEFINITIONS

“Special General Meeting”	the special general meeting of the Company to be held at 10:00
	a.m. on Friday, 22nd November, 2002 or any adjourned meeting
	to consider the Transactions and the Waiver
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Sub-charter Agreements”	two agreements both dated 17th October, 2002 entered into
	between the Subsidiary and Evervalue in relation to the sub-
	chartering of the Vessels by Evervalue
“Sub-charter Charges”	the fee payable to the Subsidiary by Evervalue pursuant to the
	Sub-charter Agreements
“Subsidiary”	Balance Profits Limited, a company incorporated in the BVI which
	is wholly owned by the Company
“Transactions”	the transactions to be conducted pursuant to the Charter
	Agreements and the Management Agreements
“Vessels”	two vessels named “Leisure World” owned by Queenston and
	“Amusement World” owned by Jackston
“Waiver”	waiver from strict compliance with the Listing Rules in respect of
	the disclosure and approval requirements relating to the Charter
	Agreements and the Management Agreements
“HK$ and cents”	Hong Kong dollar and cents respectively, the lawful currency of
	Hong Kong
“S$”	Singapore dollar
“%”	per cent.

Throughout this circular, amounts in S$ have been translated, for illustration purpose only, into HK$ at the exchange rate of S$1.0 = HK$4.4.

– 3 –

LETTER FROM THE BOARD

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NEW CENTURY GROUP HONG KONG LIMITED

(Incorporated in Bermuda with limited liability)

Directors:

Mr. Wilson NG (Chairman)

Mr. NG Eng Leng* (Vice Chairman) Mr. LO Ming Chi, Charles

Ms. SIO Ion Kuan

• Ms. NG Lilian

• Ms. CHEN Ka Chee

Principal place of business in Hong Kong: Suite 3808, 38th Floor, West Tower

Shun Tak Centre 168-200 Connaught Road Central Hong Kong

• Mr. CHANG Kin Man

• Mr. WONG Kwok Tai, Wystan**

Mr. LAU Pok Lam**

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

• Non-executive

• ** Independent Non-executive

5th November, 2002

To the Shareholders

Dear Sirs or Madam,

CONNECTED TRANSACTIONS VESSELS CHARTER AND MANAGEMENT FOR CRUISE LINER OPERATIONS

INTRODUCTION

On 17th October, 2002, the Directors announced that the Charter Agreements, the Sub-charter Agreements and the Management Agreements were entered into for the chartering, sub-chartering and management of the Vessels for the operation as leisure cruise liners in the Southeast Asian region.

By virtue of the NCSM Shareholder’s interest in the Management Agreements and the interest of a substantial shareholder in the Charter Agreements, the Transactions constitute connected transactions of the Company under the Listing Rules and are required to be approved by Independent Shareholders in general meeting. The Transactions are expected to continue in the future and constitute ongoing connected transactions of the Group. The Company has applied to the Stock Exchange for the Waiver from strict compliance with certain approval and disclosure requirements under the Listing Rules.

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide further information to the Shareholders regarding the transactions under the Connected Agreements, the Waiver, including the letter of advice from the Independent Board Committee and the opinion and recommendations of Dao Heng Securities, and to give you notice of the Special General Meeting convened to approve the transactions under the Connected Agreements and the Waiver.

THE CHARTER AGREEMENTS

Pursuant to the Charter Agreements, the Subsidiary will charter the Vessels from Queenston and Jackston for an indefinite period and may be used from the date of delivery of the Vessels until termination by either party serving on the other party not less than 60 days’ written notice of termination or on the termination of the Sub-charter Agreements.

Deposit

On or before the commencement of the Charter Agreements, the Subsidiary shall pay deposit amounting to S$3,750,000 (approximately HK$16.5 million) to Queenston and S$2,450,000 (approximately HK$10.8 million) to Jackston which shall be retained by Queenston and Jackston, respectively, throughout the term of the Charter Agreements free of any interest to the Subsidiary.

Charter Charges

The Group will pay a daily charter charge of S$50,000 (approximately HK$220,000) and S$32,500 (approximately HK$143,000) to Queenston and Jackston, respectively.

The Charter Charges after the expiration of the fifth year will be subject to review by the contracting parties. The Charter Charges have been agreed between the parties by reference to the daily sub-charter charges of the Vessels ranging from S$72,700 (approximately HK$319,880) to S$82,700 (approximately HK$363,880) related to the vessel “Leisure World” and from S$59,500 (approximately HK$261,800) to S$69,500 (approximately HK$305,800) related to the vessel “Amusement World” as detailed under the Sub-charter Agreements.

Condition

The Charter Agreements are conditional on the approval of the Independent Shareholders in general meeting of the Company and are subject to approval of the Stock Exchange and the Subcharter Agreements having become effective and unconditional on or before 31st January, 2003 or such other date as shall be agreed by the contracting parties.

THE SUB-CHARTER AGREEMENTS

Pursuant to the Sub-charter Agreements, Evervalue will sub-charter the Vessels from the Subsidiary for an indefinite period for the purpose of operating the food and beverage, leisure services, accommodation, entertainment, gaming and cruise tour services among Singapore, Malaysia and Indonesia from the date of delivery of the Vessels until termination by either party serving on the other party not less than 60 days’ written notice of termination or on the termination of the Charter Agreements. Under

– 5 –

LETTER FROM THE BOARD

the Sub-charter Agreement, the Subsidiary has undertaken to provide or procure provision of services including crewing, technical management, management services, procurement services and accounting in respect of the operation of the Vessels at the costs and expenses of the Subsidiary.

Evervalue and the beneficial owner of which are independent third parties not connected with directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or associates of any of them. Accordingly, the entering into the Sub-charter Agreements does not constitute connected transactions of the Company under the Listing Rules.

Deposit

On or before the commencement of the Sub-charter Agreements, Evervalue shall pay a deposit in the aggregate amount of S$7,800,000 (approximately HK$34.3 million) (as to S$4,300,000 (approximately HK$18.9 million) relating to vessel “Leisure World” and as to S$3,500,000 (approximately HK$15.4 million) relating to vessel “Amusement World”) to the Subsidiary which shall be retained by the Subsidiary throughout the term of the Sub-charter Agreements free of any interest to Evervalue.

Sub-charter Charges

(a) Leisure World

Evervalue will pay to the Subsidiary a daily sub-charter charge at the following rates:

Period:	S$	HK$ equivalent
First year following commencement of the term:	72,700	319,880
Second year following commencement of the term:	75,200	330,880
Third year following commencement of the term:	77,700	341,880
Fourth year following commencement of the term:	80,200	352,880
Fifth year following commencement of the term:	82,700	363,880

(b) Amusement World

Evervalue will pay to the Subsidiary a daily sub-charter charge at the following rates:

Period:	S$	HK$ equivalent
First year following commencement of the term:	59,500	261,800
Second year following commencement of the term:	62,000	272,800
Third year following commencement of the term:	64,500	283,800
Fourth year following commencement of the term:	67,000	294,800
Fifth year following commencement of the term:	69,500	305,800

– 6 –

LETTER FROM THE BOARD

The Sub-charter Charges after the expiration of the fifth year will be subject to review by the contracting parties. The Sub-charter Charges were determined based on arms’ length negotiations between the parties and have taken into consideration i) Charter Charges agreed with the owners; ii) Management Charges to be incurred by the Subsidiary and other expenses of the Vessels which mainly consist of wages of the crew and costs of repair and maintenance; iii) market rate of bareboat charter hire quoted by vessel brokers; and iv) a reasonable mark-up of the rates.

Condition

The Sub-charter Agreements are conditional on the Charter Agreements having become effective on or before 31st January, 2003 or such other date as shall be determined by the Subsidiary.

THE MANAGEMENT AGREEMENTS

Pursuant to the Management Agreements, NCSM has been appointed by the Subsidiary as the manager of the Vessels by providing operational services to the Group for the handling of the operations of the Vessels including crewing, technical management, management services, procurement services and accounting. The Management Agreements shall continue until termination by either party serving on the other party not less than 30 days’ written notice of termination.

Management Charges

• (a) Leisure World

The Subsidiary will pay to NCSM a daily management charge at the following rates:

Period:	S$	HK$ equivalent
First year following commencement of the term:	1,650	7,260
Second year following commencement of the term:	1,750	7,700
Third year following commencement of the term:	1,900	8,360
Fourth year following commencement of the term:	2,200	9,680
Fifth year following commencement of the term:	2,650	11,660

• (b) Amusement World

The Subsidiary will pay to NCSM a daily management charge at the following rates:

Period:	S$	HK$ equivalent
First year following commencement of the term:	1,100	4,840
Second year following commencement of the term:	1,150	5,060
Third year following commencement of the term:	1,300	5,720
Fourth year following commencement of the term:	1,450	6,380
Fifth year following commencement of the term:	1,750	7,700

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LETTER FROM THE BOARD

The Management Charges after the expiration of the fifth year will be subject to review by the contracting parties. The Management Charges have been agreed between the parties by reference to the budgeted costs of operating the Vessels under the Management Agreements. The budgeted costs have been determined based on the current expenditure pattern of the Vessels and the volume of passenger traffic of the Vessels.

Condition

The Management Agreements are conditional on the approval of the Independent Shareholders in general meeting of the Company and the Sub-charter Agreements having become effective on or before 31st January, 2003 or such other date as shall be determined by the Subsidiary.

The following is an illustration of the Transactions:

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----- Start of picture text -----

Vessel named
“Leisure World Vessel named ” Queenston Jackston “Amusement
World [”]
Charter Agreements
Deposit +
Charter Charges
Sub-charter Agreements
Subsidiary Deposit + Sub-charter Charges Evervalue
Management Agreements
Management Charges
NCSM Documents Line
Fund Flow Line
----- End of picture text -----

THE VESSELS

The Vessels are the cruise liner Leisure World and cruise liner Amusement World. Leisure World was built in 1969 with passengers capacity of 900. Leisure World has been operating as a cruise liner in the Singapore, Malaysia and Indonesian area for 10 years. Amusement World was built in 1967 with passengers capacity of 850. Amusement World has been operating as a cruise liner in the Singapore, Malaysia and Indonesian area for 6 years. The Vessels possess accommodation, dinning facility and function rooms. Other facilities include sun decks, gaming rooms, child care facilities, beauty salons, massage facilities, exercise facilities, lounges, bars, entertainment and shopping facilities. The Vessels attract customers from all over the Asian region.

– 8 –

LETTER FROM THE BOARD

REASONS FOR THE AGREEMENTS

The Charter Agreements, the Sub-charter Agreements and the Management Agreements will enable the Group to diversify into the Asian cruise line business with a stable revenue base. The Group currently has an investment in a hotel resort in Indonesia of which the Group owns 50% equity interest. The offering of the cruise service will serve to compliment the resort operations of the Group by offering a variety of cruise and ground resort services to tourists in the region. The Directors believe that the provision of the cruise line services will facilitate establishment of brand loyalty and enable the provision of a complete “resort experience” to the Asia Pacific tourism industry. With over 5 years of experience in the operation of vessels, NCSM could assist the Group in handling the operations of the Vessels by providing operational services to the Group commencing its vessels charter business.

On the basis that the annual amount of Charter Charges, Sub-charter Charges and Management Charges and the financial results of the Group for the year ended 31st March, 2002, the cruise line business will become the largest profit contributor of the Group. The cruise line business represents an expansion in the recreation and leisure operation of the Group. At present, the Group has no intention to change its principal business.

The Directors are confident on the prospects of the cruise line business in the Asia Pacific region. Since the Asian Financial Crisis in 1997, the Asia Pacific region has generally suffered under adverse economic conditions. The Directors believe that the Transactions will position the Group to benefit from a recovery of the economies in the Asia Pacific region. The Directors consider that recent terrorists attacks in a number of South East Asian countries will not have a prolonged adverse effect on the tourism industries in the region.

The Directors (including the independent non-executive Directors) consider the terms of the Charter Agreements, Sub-charter Agreements and the Management Agreements to be fair and reasonable as far as the shareholders of the Company are concerned and that the Charter Agreements, the Sub-charter Agreements and the Management Agreements are in the interest of the Company. They also consider that the Transactions are on normal commercial terms and are in the ordinary and usual course of business of the Group.

COMPLIANCE WITH THE LISTING RULES

The Company is an investment holding company and its subsidiaries are currently principally engaged in property development and investment, the provision of property information and professional valuation services through websites and securities trading. The Group also engages in the manufacture and sale of wireless headsets and hotel investment.

Huang Group is the indirect holding company of the controlling shareholder of the Company. Queenston and Jackston are both subsidiaries indirectly held by Huang Group. NCSM Shareholder is the mother of Mr. Wilson Ng and Ms. Ng Lilian, both of whom are Directors. By virtue of Huang Group’s interest in Queenston and Jackston and NCSM Shareholder’s interest in NCSM, the transactions under the Connected Agreements constitute connected transactions of the Company under the Listing Rules.

– 9 –

LETTER FROM THE BOARD

WAIVER FOR FUTURE CONNECTED TRANSACTIONS

The transactions under the Connected Agreements are expected to continue in future on a regular basis in the normal and ordinary course of business of the Group and will continue to constitute connected transactions under the Listing Rules for so long as Queenston, Jackston and NCSM remain connected persons of the Company. It would be impracticable and unduly burdensome for the Company to make separate press announcements and to seek the approval of Independent Shareholders in relation to the Transactions, prior to each occasion the relevant transactions arise, in order to comply strictly with the Listing Rules. Accordingly, the Company has applied to the Stock Exchange for the Waiver. The Waiver will cover a three-year period ending on 31st March, 2005 subject to the following conditions:

• (a) The Transactions will be conducted on the following basis:

• (i) The chartering and operational relationship will be maintained on normal commercial terms, arm’s length basis and on terms that are fair and reasonable so far as the Shareholders are concerned.

• (ii) The aggregate value of the Charter Charges and the Management Charges will not exceed the amount in accordance with the terms prescribed in the Charter Agreements and the Management Agreements.

• (iii) The Transactions will be entered in the ordinary and usual course of business of the Group.

• (b) The independent non-executive Directors will review annually the Transactions and confirm in the Company’s annual report whether the relationships among Queenston, Jackston and NCSM with the Group have been maintained in accordance with the relevant provisions of (a)(i) to (iii) as stated above.

• (c) The auditors of the Company will review annually the Transactions and confirm to the Board in writing (a copy of which has to be provided to the Stock Exchange) that approval of the Board has been obtained with respect to the Transactions and they have been entered into in accordance with the Charter Agreements and the Management Agreements as stated in the Company’s financial statements and whether (a)(i) to (iii) as stated above have been complied with.

• (d) The connected transaction cap amounts as stated in (a)(ii) in respect of the Transactions as set out above will be subject to review by, and approval of, the Independent Shareholders on or before the expiry of the Waiver and subject to such approval again every three years thereafter.

• (e) Relevant details of the Transactions will be disclosed in the Company’s next and each successive annual report in accordance with Rule 14.25(1)(A) to (D) of the Listing Rules, together with a statement of opinion of independent non-executive Directors as referred to in paragraph (b) above.

– 10 –

LETTER FROM THE BOARD

In the event that the aggregate value of the Charter Charges and the Management Charges for any particular year should exceed the relevant cap, the Waiver will be revoked and the relevant requirements of the Listing Rules in respect of such transactions shall be complied with in full by the Company.

THE SPECIAL GENERAL MEETING

The notice of the Special General Meeting, which contains the ordinary resolution to approve the Connected Agreements (and the related transactions) and the Waiver is set out on pages 22 to 23 of this circular.

New Century Worldwide, and their respective associates, as defined under the Listing Rules, will abstain from voting at the Special General Meeting. As at the Latest Practicable Date, Mr. Ng Eng Leng and Ms. Chen Ka Chee were interested in approximately 1.4% and 2.8% of the issued share capital of the Company respectively. Mr. Ng Eng Leng and Ms. Chen Ka Chee are not associates of the Huang Group under the Listing Rules. As they have no interest in the Transactions, they can exercise their voting rights in respect of their shareholdings in the Company at the Special General Meeting.

A form of proxy for use at the Special General Meeting is enclosed. You are requested to complete the form of proxy and return the same to the principal place of business of the Company in Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the Special General Meeting or any adjourned meeting, whether or not you intend to be present at the Special General Meeting. By completing and returning the form of proxy, you will not be precluded from attending and voting in person at the Special General Meeting should you so wish.

RECOMMENDATIONS

The Directors believe that the transactions contemplated under the Connected Agreements are in the interests of the Company and the Shareholders. Accordingly the Board recommends that the Independent Shareholders should vote in favour of the ordinary resolution set out in the notice of the Special General Meeting.

Independent Shareholders are advised to read carefully the advice of the Independent Board Committee and the opinion of Dao Heng Securities in relation to the Connected Agreements and the Waiver.

FURTHER INFORMATION

Your attention is drawn to the texts of the letters from the Independent Board Committee and from Dao Heng Securities containing their respective recommendations regarding the Connected Agreements and the Waiver, and to the additional information set out in the appendix to this circular.

By Order of the Board CHANG Kin Man

Company Secretary

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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NEW CENTURY GROUP HONG KONG LIMITED

(Incorporated in Bermuda with limited liability)

To the Independent Shareholders

5th November, 2002

Dear Sirs or Madam,

CONNECTED TRANSACTIONS VESSELS CHARTER AND MANAGEMENT FOR CRUISE LINER OPERATIONS

As the Independent Board Committee, we have been appointed to advise you in connection with the transactions under the Connected Agreements and the Waiver, details of which are set out in the letter from the Board contained in the circular to the Shareholders dated 5th November, 2002 (the “Circular”), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

Dao Heng Securities has been appointed as the independent financial adviser to advise the Independent Board Committee in respect of the terms of the Transactions.

Having considered the terms of the Transactions under the Connected Agreements, the Waiver and the advice of Dao Heng Securities in relation thereto as set out on pages 13 to 18 of the Circular, we are of the opinion that the terms of the Transactions under the Connected Agreements and the Waiver are fair and reasonable so far as the Independent Shareholders are concerned and recommend the Independent Shareholders should vote in favour of the ordinary resolution set out in the notice of the Special General Meeting.

Yours faithfully,

Independent Board Committee

Wong Kwok Tai, Wystan

Independent Non-executive Director

Lau Pok Lam Independent Non-executive Director

– 12 –

LETTER FROM DAO HENG SECURITIES

The following is the text of a letter from Dao Heng Securities, prepared for the purpose of incorporation in this Circular, in connection with its advice to the Independent Board Committee in respect of the transactions under the Connected Agreements and the Waiver.

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5th November, 2002

The Independent Board Committee New Century Group Hong Kong Limited Unit 3808, 38th Floor West Tower, Shun Tak Centre 168-200 Connaught Road Central Hong Kong

Dear Sirs,

CONNECTED TRANSACTIONS VESSELS CHARTER AND MANAGEMENT FOR CRUISE LINER OPERATIONS

We refer to our engagement to advise the Independent Board Committee in relation to the Charter Agreements and the Management Agreements and the ongoing connected transactions contemplated thereunder, details of which are set out in the letter from the Board in a circular dated 5th November, 2002 to the shareholders of the Company (the “Circular”), of which this letter forms a part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

The Huang Group is the indirect holding company of the controlling shareholder of the Company. Since Jackston and Queenston, the contracting parties to the Charter Agreements, are both subsidiaries indirectly held by the Huang Group and one of the shareholders of NCSM, the contracting party to the Management Agreements, is the mother of Mr. Wilson Ng and Ms. Ng Lilian, both of whom are the Directors, the entering into of the Charter Agreements and the Management Agreements and the transactions contemplated thereunder constitute ongoing connected transactions of the Company for the purpose of the Listing Rules. The Charter Agreements, the Management Agreements and the Waiver are conditional upon, among other things, the approval of the Independent Shareholders at the Special General Meeting. As at the Latest Practicable Date, Mr. Ng Eng Leng and Ms. Chen Ka Chee were interested in approximately 1.4% and 2.8% of the issued share capital of the Company respectively. Mr. Ng Eng Leng and Ms. Chen Ka Chee are not associates of the Huang Group under the Listing Rules. As they have no interest in the Transactions, they can exercise their voting rights in respect of their shareholdings in the Company at the Special General Meeting.

Our role as the independent financial adviser to the Independent Board Committee is to give our opinion as to whether the terms of the Charter Agreements and the Management Agreements, and the Waiver are fair and reasonable so far as the Independent Shareholders are concerned.

– 13 –

LETTER FROM DAO HENG SECURITIES

In formulating our recommendations, we have relied on the accuracy of the information and representations contained in the Circular and as provided to us by the Directors. We have assumed that all information and representations made or referred to in the Circular and all information and representations which have been provided by the Directors, are true and accurate in all material respects and that all expectations and intentions of the Company or the Directors will be met or carried out as the case may be. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and referred to in the Circular, and we have been advised by the Directors that no material facts have been omitted from the information provided to us and referred to in the Circular. We consider that we have reviewed sufficient information to reach an informed view. We have not, however, conducted any form of independent investigation into the businesses and affairs or the financial position or the future prospects of the Group.

BACKGROUND

For the Group to diversify into the Asian cruise line business, two vessels, namely Amusement World and Leisure World, have been chartered by the Group and a set of charter agreements, sub-charter agreements and management agreements have been entered into in respect of each of these two vessels. Set out below are the key terms of the Charter Agreements, the Sub-charter Agreements and the Management Agreements.

	The Charter Agreements	The Sub-charter Agreements	The Management Agreements
Contract	Amusement World – Jackston	Evervalue	NCSM
counter-
party	Leisure World – Queenston
Purposes	For operation as leisure cruise	For operating the food and	For managing the Vessels’
	liners in the Southeast Asian	beverage, leisure services,	operations such as crewing,
	region	accommodation, gaming,	technical management,
		entertainment and cruise tour	management services,
		services among Singapore,	procurement services
		Malaysia and Indonesia	and accounting
Charges	Amusement World – Charter	Amusement World – Sub-charter	Amusement World – Management
	Charges of S$32,500	Charges of S$59,500	Charges of S$1,100
	(about HK$143,000) per day	(about HK$261,800) per day	(about HK$4,840) per day
		for the first year and increase	for the first year and increase
		progressively up to S$69,500	progressively up to S$1,750
		(about HK$305,800) per day	(about HK$7,700) per day
		for the fifth year	for the fifth year
	Leisure World – Charter	Leisure World – Sub-charter	Leisure World – Management
	Charges of S$50,000	Charges of S$72,700	Charges of S$1,650
	(about HK$220,000) per day	(about HK$319,880) per day	(about HK$7,260) per day
		for the first year and increase	for the first year and increase
		progressively up to S$82,700	progressively up to S$2,650
		(about HK$363,880) per day	(about HK$11,660) per day
		for the fifth year	for the fifth year
Deposits	Amusement World – S$2,450,000	Amusement World – S$3,500,000	Not applicable
	(about HK$10.8 million)	(about HK$15.4 million)
	Leisure World – S$3,750,000	Leisure World – S$4,300,000
	(about HK$16.5 million)	(about HK$18.9 million)
Termination	– 60 days’ written notice of	– 60 days’ written notice of	– 30 days’ written notice of
	termination by either party; or	termination by either party; or	termination by either party
	– upon termination of the	– upon termination of the
	Sub-charter Agreements	Charter Agreements

– 14 –

LETTER FROM DAO HENG SECURITIES

PRINCIPAL FACTORS AND REASONS CONSIDERED

Reasons for, and benefits of the Transactions

Compliment the Group’s resort operations

Currently, the principal activities of the Group are property investment, the provision of property information and professional valuation services through websites, securities trading and manufacture and sale of wireless headsets. In addition, the Group has an investment in a hotel resort in Indonesia of which the Group owns 50% equity interest and has control over its board. As at 31st March, 2002, the latest financial year end date, the Group’s share of interest in the associated company holding the hotel resort was approximately HK$23.5 million, representing approximately 24.1% of the Group’s audited net tangible assets of approximately HK$97.6 million as at that date. For the year ended 31st March, 2002, the Group’s audited share of loss of this associated company together with impairment of interest in it amounted to approximately HK$7.8 million. Accordingly, we concur with the view of the Directors that the Connected Agreements and the Sub-charter Agreements will enable the Group to diversify into the Asian cruise line business and to compliment the resort operations of the Group by offering a variety of cruise and ground resort services to tourists in the Southeast Asian region.

The Directors are confident in the prospects of the cruise line business in the Asia Pacific region. Since the Asian Financial Crisis in 1997, the Asia Pacific region has generally suffered under adverse economic conditions. The Directors believe that the Transactions will position the Group to benefit from a recovery of the economies in the Asia Pacific region. The Directors consider that recent terrorist attacks in a number of Southeast Asian countries will not have a prolonged adverse effect on the tourism industries in the region.

A stable revenue base

The Group has been operating at losses for the past five years ended 31st March, 2002. For the years ended 31st March, 2001 and 31st March, 2002, the net losses attributable to the shareholders of the Company amounted to approximately HK$38.7 million and HK$212.2 million respectively. The significant increase in the amount of net loss for the year ended 31st March, 2002 was mainly attributable to the impairment loss on the goodwill arising from the previous acquisition of the portal sites business in April 2000 and the wireless headset business in September 2000, the provision for the investment in a flour mill in Lianyungang which was acquired in April 1992, and the impairment loss on the Group’s investment in a property under development in Malaysia which was acquired in August 1998. For the year ended 31st March, 2002, all lines of businesses of the Group operated at losses.

– 15 –

LETTER FROM DAO HENG SECURITIES

As stated in the letter from the Board, the Connected Agreements and the Sub-charter Agreements will enable the Group to diversify into the Asian cruise line business with a stable revenue base. Below is a table showing the daily fee income, expenses and the net revenue derived under these agreements.

			Amusement World
	Year 1	Year 2	Year 3	Year 4	Year 5
Sub-charter Charges	S$59,500	S$62,000	S$64,500	S$67,000	S$69,500
from Evervalue	(about HK$261,800)	(about HK$272,800)	(about HK$283,800)	(about HK$294,800)	(about HK$305,800)
Charter Charges to	S$(32,500)	S$(32,500)	S$(32,500)	S$(32,500)	S$(32,500)
owners of the vessel	(about HK$(143,000))	(about HK$(143,000))	(about HK$(143,000))	(about HK$(143,000))	(about HK$(143,000))
Management Charges	S$(1,100)	S$(1,150)	S$(1,300)	S$(1,450)	S$(1,750)
to NCSM	(about HK$(4,840))	(about HK$(5,060))	(about HK$(5,720))	(about HK$(6,380))	(about HK$(7,700))
Net revenue before	S$25,900	S$28,350	S$30,700	S$33,050	S$35,250
other expenses	(about HK$113,960)	(about HK$124,740)	(about HK$135,080)	(about HK$145,420)	(about HK$155,100)
			Leisure World
	Year 1	Year 2	Year 3	Year 4	Year 5
Sub-charter Charges	S$72,700	S$75,200	S$77,700	S$80,200	S$82,700
from Evervalue	(about HK$319,880)	(about HK$330,880)	(about HK$341,880)	(about HK$352,880)	(about HK$363,880)
Charter Charges to	S$(50,000)	S$(50,000)	S$(50,000)	S$(50,000)	S$(50,000)
owners of the vessel	(about HK$(220,000))	(about HK$(220,000))	(about HK$(220,000))	(about HK$(220,000))	(about HK$(220,000))
Management Charges	S$(1,650)	S$(1,750)	S$(1,900)	S$(2,200)	S$(2,650)
to NCSM	(about HK$(7,260))	(about HK$(7,700))	(about HK$(8,360))	(about HK$(9,680))	(about HK$(11,660))
Net revenue before	S$21,050	S$23,450	S$25,800	S$28,000	S$30,050
other expenses	(about HK$92,620)	(about HK$103,180)	(about HK$113,520)	(about HK$123,200)	(about HK$132,220)

In view of the loss making results of the Group in recent years, the net revenue before other expenses to be derived from the chartering and vessel management arrangements will be beneficial to the Group. As advised by the Directors, other expenses not covered by the Management Agreements will mainly consist of wages of the crew and costs of repair and maintenance which are not expected to exceed more than half of the total net revenue derived from the chartering and vessel management arrangements for each of the first five years. According to the Sub-charter Agreements, the costs of insurance premium will be borne by Evervalue.

Moreover, the Charter Charges, the Sub-charter Charges and the Management Charges for the first five years are fixed and there is no provision in the Charter Agreements, the Sub-charter Agreements and the Management Agreements to alter the amounts of these charges. Therefore, the chartering and vessel management arrangements will allow the Group to receive additional revenue of a stable nature. In addition, the back-to-back chartering and sub-chartering arrangements will keep the Group intact from any cyclical fluctuations of the Asian cruise line business. The Charter Charges, the Sub-charter Charges and the Management Charges for the sixth year and beyond will be subject to review by the contracting parties.

– 16 –

LETTER FROM DAO HENG SECURITIES

Terms of the Agreements

Basis of determination of the Charter Charges and the Management Charges

The Charter Charges have been agreed between the contracting parties by reference to the earning potentials of the Vessels and are in line with market charter hire rates as quoted by an independent vessel broker. The Management Charges have been agreed between the Subsidiary and NCSM by reference to the budgeted costs of operating the Vessels under the Management Agreements. NCSM has engaged in the operation of three vessels, including Amusement World and Leisure World, for more than five years. Its past vessel operating experience provides a reasonable and knowledgeable base for setting out the budgeted costs of operating the Vessels, which mainly consist of wages of about 14 staff employed for managing the operation of the Vessels and port clearance. We consider the basis of determination of the Charter Charges and the Management Charges is fair and reasonable.

Termination clauses

Both the terms of the Charter Agreements and the Sub-charter Agreements start from the date of delivery of the Vessels and are terminable, without compensation (save for any rights and obligations of the parties prior to termination and termination attributable to fault or omission of the parties), by either party serving on the other party not less than 60 days’ written notice of termination. The Charter Agreements shall also be terminated on the termination of the Sub-charter Agreements and vice versa. The terms of the Management Agreements shall continue until termination, without compensation (save for any rights and obligations of the parties prior to termination and termination attributable to fault or omission of the parties), by either party serving on the other party not less than 30 days’ written notice of termination. We consider these terms fair and reasonable since the three sets of agreements for each of the Vessels are entered into for the operation of the Vessels as cruise liners and any termination of one of these agreements will prevent the effective operations of the Vessels. The right of the Group to terminate the Charter Agreements in the event of termination of the Sub-charter Agreements will also protect the Group by promptly releasing its obligation to pay further Charter Charges when there are no further Sub-charter Charges to be earned. Similarly, if the Management Agreements are terminated and no replacement can be found, the Group can protect itself by terminating the Charter Agreements and the Sub-charter Agreements.

We understand from the management that the usual term for a charter hire is three years. While the Charter Agreements, the Sub-charter Agreements and the Management Agreements are for an infinite term with fixed charges for the first five years, the termination clauses available under these agreements will offer flexibility for the Group to terminate them should it wish to do so.

Deposits

Pursuant to the Charter Agreements, on or before the commencement of the Charter Agreements, the Subsidiary needs to deposit S$2,450,000 (about HK$10.8 million) and S$3,750,000 (about HK$16.5 million) with Jackston and Queenston respectively throughout the terms of the Charter Agreements free of any interest to the Subsidiary. According to the Directors, this is in line with industry practice of having two to three months of charter hire as deposits. On the other hand, pursuant to the Sub-charter Agreements, on or before the commencement of the Sub-charter Agreements, Evervalue has to deposit

– 17 –

LETTER FROM DAO HENG SECURITIES

S$3,500,000 (about HK$15.4 million) and S$4,300,000 (about HK$18.9 million) for Amusement World and Leisure World respectively with the Subsidiary throughout the terms of the Sub-charter Agreements free of any interest to Evervalue. Therefore, the Group need not incur any outflow of cash in respect of the clauses on deposits in the performance of the Charter Agreements. On the other hand, the Group can earn an interest income on an amount of S$1,600,000 (about HK$7.0 million), being the difference between deposits received of S$7,800,000 (about HK$34.3 million) and deposits paid of S$6,200,000 (about HK$27.3 million).

WAIVER FOR ONGOING CONNECTED TRANSACTIONS

The transactions contemplated under the Charter Agreements and the Management Agreements are expected to continue on a regular basis in the normal and ordinary course of business of the Group. They will continue to constitute connected transactions under Rule 14.26 of the Listing Rules for so long as Jackston, Queenston and NCSM remain connected persons of the Company. Therefore, we agree with the view of the Directors that it would be impracticable and unduly burdensome for the Company to make separate press announcements and to seek the approval of the Independent Shareholders prior to each occasion the relevant transactions arise in order to comply strictly with the Listing Rules. Accordingly, the Company has applied to the Stock Exchange for the Waiver which will be subject to the various conditions as detailed in the letter from the Board in page 10 of the Circular. These conditions include, among other things, the payment of the Charter Charges and the Management Charges in accordance with the terms prescribed in the Charter Agreements and the Management Agreements and the annual review of the Transactions by the independent non-executive Directors and the auditors of the Company. In addition, the Waiver granted will be valid for a period of three years and will be subject to approval by the Independent Shareholders again every three years thereafter. We consider these conditions effectively set out the governance framework for the ongoing connected transactions contemplated under the Connected Agreements.

RECOMMENDATION

Having taken the above principal factors and reasons into account, we are of the view that the terms of the Charter Agreements and the Management Agreements are fair and reasonable as far as the Company and the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the Special General Meeting approving the Charter Agreements, the Management Agreements and the Waiver.

Yours faithfully, For and on behalf of Dao Heng Securities Limited Stella Fung Venus Choi Executive Director and General Manager Director

– 18 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular, and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests of the Directors in the share capital of the Company or its associated corporations within the meaning of the Securities (Disclosure of Interests) Ordinance (“SDI Ordinance”) which have been notified to the Company and the Stock Exchange pursuant to Section 28 of the SDI Ordinance, including interests which any such Director is deemed or taken to have under Section 31 of or Part I of the Schedule to the SDI Ordinance, or which are required to be entered in the register pursuant to Section 29 of the SDI Ordinance or which are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, to be notified to the Company and the Stock Exchange, were as follows:

(a) Interests of Directors in the Company

	Number of Shares held	Number of Shares held	Number of Shares held
	Personal	Family	Corporate	Shares
Name of director	interests	interests	interests	options
Mr. Ng Eng Leng	7,800,000	–	–	–
Ms. Chen Ka Chee	15,584,000	–	–	–
Mr. Lo Ming Chi, Charles	19,812,000	–	–	–

(e) Substantial Shareholders

As at the Latest Practicable Date, according to the register of substantial Shareholders maintained pursuant to Section 16(1) of the SDI Ordinance, the following Shareholder was interested in 10% or more of the Company’s issued share capital:

		Percentage of the
Name of Shareholder	Number of Shares held	Company’s share capital
New Century Worldwide*	295,584,635	53.3%

• New Century Worldwide is beneficially and wholly-owned by a discretionary trust.

Save as disclosed herein, no other person has notified the Company as having any interest representing 10% or more of the issued share capital of the Company.

– 19 –

GENERAL INFORMATION

APPENDIX

3. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse changes in the financial or trading position of the Group since 31st March, 2002, the date to which the latest published audited financial statements of the Group were made up.

4. EXPERT

• (a) Dao Heng Securities, a registered investment adviser and a securities dealer, has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and references to its name and letter in the form and context in which they respectively appear. The letter from Dao Heng Securities, the text of which are set out in this circular, was issued for incorporation in this circular; and

• (b) As at the Latest Practicable Date, Dao Heng Securities did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any securities of the Company or in any member of the Group.

5. MISCELLANEOUS

• (a) None of the Directors has any existing or proposed service contract with any member of the Group which does not expire or is not terminable by the Group within one year without payment of compensation (other than statutory compensation).

• (b) Save for the Charter Agreements and the Management Agreements, there is no contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date in which any Director is materially interested and which is significant in relation to the business of the Group.

• (c) Save for the Huang Group’s interest in the Charter Agreements and NCSM Shareholder’s interest in the Management Agreements, none of the Directors has, or has had, any direct or indirect interest in any assets which have been acquired, disposed of or leased to, or which are proposed to be acquired, disposed of or leased to, the Company or any of its subsidiaries since 31st March, 2002, the date to which the latest published audited financial statements of the Group were made up.

• (d) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

• (e) The secretary of the Company is Mr. Chang Kin Man, FCCA, AHKSA .

• (f) The English texts of this circular and the accompanying form of proxy shall prevail over their respective Chinese texts.

– 20 –

GENERAL INFORMATION

APPENDIX

6. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours (Saturdays and public holidays excepted) at the office of Richards Butler at 20th Floor, Alexandra House, 16-20 Chater Road, Central, Hong Kong from the date of this circular up to and including 19th November, 2002:

• (a) the Memorandum of Association and bye-laws of the Company;

• (b) the annual reports of the Company for the two years ended 31st March, 2001 and 31st March, 2002;

• (c) the letter from the Independent Board Committee;

• (d) the letter dated 5th November, 2002 from Dao Heng Securities to the Independent Board Committee, the text of which is set out on pages 13 to 18 of this circular; and

• (e) the consent letter from Dao Heng Securities.

– 21 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [83 x 41] intentionally omitted <==

NEW CENTURY GROUP HONG KONG LIMITED

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that the Special General Meeting of the Shareholders will be held at Level 3, JW Marriott Hotel, Pacific Place, 88 Queensway, Hong Kong at 10:00 a.m. on Friday, 22nd November, 2002 for the purpose of considering and if thought fit, passing, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the Charter Agreements and the Management Agreements (as defined and described in the Circular to the shareholders of the Company dated 5th November, 2002, a copy of which has been produced to the meeting marked “A” and signed by the Chairman hereof for the purpose of identification) and the transactions contemplated thereby be and are hereby approved, ratified and confirmed and that the directors of the Company be and are hereby authorised to sign, execute and deliver such other documents fair and on behalf of the Company and to take all such actions as they may consider necessary or desirable for the purposes of or in connection with giving effect to and/or implementation of all or any provisions of the Charter Agreements and the Management Agreements and all or any transactions contemplated thereby with such variations of a non-material nature as they may consider necessary or desirable and in the interests of the Company; and

• (b) the Waiver (as defined and described in the Circular to the shareholders of the Company dated 5th November, 2002, a copy of which has been produced to the meeting marked “A” and signed by the Chairman hereof for the purpose of identification) and the terms thereof be and are hereby approved.”

By Order of the Board

Chang Kin Man

Company Secretary

Hong Kong, 5th November, 2002

– 22 –

NOTICE OF SPECIAL GENERAL MEETING

Principal place of business in Hong Kong:

Suite 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, 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 and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, 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, 38/F., 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 any adjourned meeting.

3. Completion and return of a proxy will not preclude you from attending and voting at the meeting if you so wish. In the event that you attend and vote at the meeting, the form of proxy will be deemed to be revoked.

4. A form of proxy for use at the above special general meeting is enclosed herewith.

– 23 –