Founder Holdings Limited — Proxy Solicitation & Information Statement 2005

Nov 25, 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 Crystal Rooms I & II, 3rd Floor, Panda Hotel, 3 Tsuen Wah Street, Tsuen Wan, Hong Kong on Thursday, 15th December, 2005 at 10:00 a.m., for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) the sale and purchase agreement dated 28th September, 2005 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 1,500 shares in NCML and the rights of and benefits in the shareholders’ loan of US$6,337,616.25 (the “S&P Agreement”), a copy of which has been produced to this meeting 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 convertible bond to be issued by the Company to the Vendor pursuant to the terms of the S&P Agreement (the “Third Convertible Bond”), a draft of which has been produced to this meeting marked “B” 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 Third Convertible Bond be and are hereby approved;

• (c) the sale loan assignment to be entered into by the Purchaser, the Vendor and NCML pursuant to the terms of the S&P Agreement (the “Sale Loan Assignment”), 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, be and is hereby approved;

• (d) the shareholders’ agreement to be entered into between the Purchaser, the Vendor and NCML pursuant to the terms of the S&P Agreement (the “Third Shareholders Agreement”), 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

• (e) 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 S&P Agreement, the Third Convertible Bond, the Sale Loan Assignment and the Third Shareholders Agreement.”

By order of the Board Yu Wai Man Company Secretary

Hong Kong, 28th November, 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 a meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation is entitled to exercise the same powers on behalf of the member of the Company which he or they represent as such member of the Company could exercise.

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, attorney or other person authorised 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 authorised 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 fortyeight (48) hours before the time appointed for holding the 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.

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1. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. Where there are joint holders of any Share, any one of such joint holders may vote, either in person 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 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 of members of the Company in respect of the joint holding.

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, 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 nonexecutive directors.

• For identification only

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

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