Founder Holdings Limited - Proxy Solicitation & Information Statement 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 licensed securities dealer, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in New Century Group Hong Kong Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, other licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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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)

CONNECTED AND DISCLOSEABLE TRANSACTION AND PROVISION OF SECURED LOAN BY A CONNECTED PERSON

Financial adviser to New Century Group Hong Kong Limited

SOMERLEY LIMITED

Independent financial adviser to the independent board committee and the independent shareholders of New Century Group Hong Kong Limited

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Goldbond Capital (Asia) Limited

A letter from the board of directors of the Company is set out on pages 5 to 15 of this circular. A letter from the independent board committee of the Company containing its recommendation to the independent shareholders of the Company in connection with the Subscription and the Mortgage Loan (as defined herein) is set out on page 16 of this circular. A letter from Goldbond Capital (Asia) Limited, the independent financial adviser to the independent board committee and the independent shareholders of the Company, containing its advice in connection with the Subscription and the Mortgage Loan (as defined herein) is set out on pages 17 to 24 of this circular.

A notice convening a special general meeting of the Company to be held at Plaza IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 4th September, 2006 at 10:00 a.m., is set out on pages 35 to 36 of this circular. If you are not able to attend the meeting of the Company, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company at Unit 3808, 38th Floor, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong as soon as possible and in any event not later than forty-eight (48) hours before the time appointed for holding the meeting of the Company. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting of the Company or any adjournment thereof, if you so wish.

For identification only

4th August, 2006

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Letter from Goldbond Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix I – Valuation of the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
Appendix II – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35

DEFINITIONS

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

“ACE Properties”

ACE Properties Pte. Ltd., a company incorporated in Singapore and a wholly-owned subsidiary of Worksmart

“Announcement” the announcement of the Company dated 14th July, 2006 in relation to, among others, the matters contemplated under the Subscription Agreement and the Mortgage Loan “associates” has the meaning ascribed to it under the Listing Rules “Bartica” Bartica Investments Pte. Ltd., the existing registered owner of the Property “Board” board of Directors “BVI” British Virgin Islands “Company” New Century Group Hong Kong Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange “Completion” completion of the Subscription Agreement “Completion Date” date of Completion “connected persons” has the meaning ascribed to it under the Listing Rules “Directors” directors of the Company “Discretionary Trust” a discretionary trust of which Mr. Kan Ka Chong, Frederick is the trustee and Mr. Huang, his family members and unspecified charities are the discretionary beneficiaries “ETC Finance” ETC Finance Limited, a company incorporated in Hong Kong and a wholly-owned subsidiary of Huang Worldwide, which is licensed to carry on business as a money lender under the Money Lenders Ordinance (Licence No. 343/2006)

DEFINITIONS

“Goldbond Capital”
Goldbond Capital (Asia) Limited, being a corporation licensed under the SFO to conduct type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in connection with the terms of the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan
“Group” the Company and its subsidiaries
“Huang Group”
Huang Group (BVI) Limited, a company incorporated in the BVI and held by Mr. Kan Ka Chong, Frederick, as trustee of a Discretionary Trust
“Huang Properties” Huang Properties Pte. Ltd., a company incorporated in Singapore and a wholly-owned subsidiary of Huang Realty
“Huang Realty”
Huang Realty Limited, which is owned as to (i)1/3 by Mr. Ng Wee Keat, the chief executive officer of the Company; (ii)1/3 by Ms. Ng Siew Lang, Linda, the chief operating officer of the Company; and (iii)1/3 by their mother, Ms. Loong Swee Choo
“Huang Worldwide”
Huang Worldwide Holding Limited, a wholly-owned subsidiary of Huang Group and the immediate holding company of New Century Investment
“Independent Shareholders” Shareholders other than New Century Investment, Mr. Wilson Ng, Ms. Sio Ion Kuan, Mr. Ng Wee Keat, Ms. Ng Siew Lang, Linda, Ms. Lilian Ng, and their respective associates
“Latest Practicable Date”
2nd August, 2006, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“Mortgage Loan”
the mortgage loan in the amount of S$12,500,000 (equivalent to HK$61,625,000) to be granted by ETC Finance to ACE Properties in respect of which the Property will be provided as security
“Mr. Huang”
Mr. Ng (Huang) Cheow Leng, the settlor and one of the discretionary beneficiaries of the Discretionary Trust

DEFINITIONS

“Ms. Pea”	Ms. Pea Baby, the mother of Mr. Wilson Ng, the chairman of the
	Company and Ms. Lilian Ng, an executive Director
“Ms. Sio”	Ms. Sio Ion Kuan, an executive Director
“New Century Investment”	New Century Investment Pacific Limited, an indirect wholly-
	owned subsidiary of Huang Group and the controlling shareholder
	of the Company holding an approximately 68.58% interest in the
	Company as at the Latest Practicable Date
“Option”	an option dated 12th April, 2006 pursuant to which Bartica has
	granted to Huang Properties and/or its nominee(s) an option to
	purchase the Property at a total consideration of S$32,500,000
	(equivalent to HK$160,225,000)
“Property”	a seven storey office building currently known as “AIG Building”
	and situated at 22 Martin Road, Singapore 239058
“Savills”	Savills Valuation and Professional Services Limited, an
	independent firm of professional valuers which is an independent
	third party not connected with the Group
“SFO”	The Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong), as amended, supplemented or otherwise modified
	from time to time
“SGM”	a special general meeting of the Company to be held at Plaza IV,
	Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road,
	Wanchai, Hong Kong on Monday, 4th September, 2006 at 10:00
	a.m. for the purpose of considering and, if thought fit, approving,
	among other things, the Subscription (including the acquisition of
	the Property as contemplated under the Subscription Agreement)
	and the Mortgage Loan
“Shareholder(s)”	holder(s) of Share(s)
“Shareholders’ Agreement”	the shareholders’ agreement to be entered into among the
	Subscribers and Worksmart upon Completion
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscribers”	Wisdom Crown, Huang Realty, Ms. Pea and Ms. Sio, being the
	subscribers of the Subscription Shares

DEFINITIONS

“Subscription” the subscription by the Subscribers of the Subscription Shares pursuant to the Subscription Agreement
“Subscription Agreement” a subscription agreement dated 13th July, 2006 entered into between the Subscribers and Worksmart in relation to the Subscription
the subscription by the Subscribers of the Subscription Shares pursuant to the Subscription Agreement
“Subscription Shares” 49,999 new Worksmart Shares “Tenant” American Home Assurance Company
“Wisdom Crown” Wisdom Crown Assets Limited, a wholly-owned subsidiary of the Company
“Worksmart” Worksmart Profits Limited, a company incorporated in the BVI and a wholly-owned subsidiary of Huang Realty as at the date of the Subscription Agreement
“Worksmart Group” Worksmart Profits Limited together with its subsidiary, ACE Properties
“Worksmart Share(s)” ordinary share(s) of US$1.00 each in the share capital of Worksmart
“HK$” Hong Kong dollars “S$” Singapore dollars “US$” United States dollars

Throughout this circular, amounts in S$ have been translated, for illustration only, into HK$ at the exchange rate of S$1.0 = HK$4.93.

LETTER FROM THE BOARD

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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)

Executive Directors: 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 Mr. Yu Wai Man

Independent Non-executive Directors: Mr. Wong Kwok Tai Mr. Kwan Kai Kin, Kenneth Mr. Ho Yau Ming

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

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

4th August, 2006

To the Shareholders

Dear Sir or Madam,

CONNECTED AND DISCLOSEABLE TRANSACTION AND PROVISION OF SECURED LOAN BY A CONNECTED PERSON

INTRODUCTION

On 14th July, 2006, the Directors announced that Wisdom Crown, a wholly-owned subsidiary of the Company, together with three other subscribers entered into the Subscription Agreement to subscribe for the Subscription Shares at US$1.00 per Subscription Share. Upon Completion, Wisdom Crown will be interested in 60% of the share capital of Worksmart and it is expected that the results of Worksmart Group will be consolidated into the accounts of the Company.

Worksmart is an investment holding company and its sole wholly-owned subsidiary is ACE Properties. Pursuant to the Option, ACE Properties will purchase the Property at a total consideration of S$32,500,000 (equivalent to HK$160,225,000). The Property is a seven storey office building currently known as “AIG Building” and situated at 22 Martin Road, Singapore 239058.

* For identification only

LETTER FROM THE BOARD

In order to finance part of the consideration for the purchase of the Property and the working capital of Worksmart Group, the Subscribers have agreed to advance to Worksmart a total amount of S$23,000,000 (equivalent to HK$113,390,000) in proportion to their then shareholdings in Worksmart by way of shareholders’ loan upon Completion.

For the purpose of the payment of the remaining balance of the consideration of the Property, ACE Properties will borrow an amount of S$12,500,000 (equivalent to HK$61,625,000) from ETC Finance and will provide the Property as mortgage security, subject to compliance with the applicable requirements under the Listing Rules.

The purpose of this circular is to provide you with, among other things, (i) details of the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from Goldbond Capital to the Independent Board Committee and the Independent Shareholders on the terms of the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan; (iv) the valuation report of the Property; and (v) a notice of the SGM of the Company.

THE SUBSCRIPTION AGREEMENT

Parties to the Subscription Agreement:

Subscribers:

(i) Wisdom Crown Assets Limited, a wholly-owned subsidiary of the Company
(ii) Huang Realty Limited, which owns one Worksmart Share representing the entire issued share capital of Worksmart as at the date of the Subscription Agreement
(iii) Ms. Pea Baby
(iv) Ms. Sio Ion Kuan

Target company: Worksmart Profits Limited, a company wholly owned by Huang Realty as at the date of the Subscription Agreement

Wisdom Crown is a wholly-owned subsidiary of the Company.

Huang Realty is owned as to (i) 1/3 by Mr. Ng Wee Keat, the chief executive officer of the Company; (ii) 1/3 by Ms. Ng Siew Lang, Linda, the chief operating officer of the Company; and (iii) 1/3 by their mother, Ms. Loong Swee Choo. As at the Latest Practicable Date, each of Mr. Ng Wee Keat and Ms. Ng Siew Lang, Linda is interested in 8,224,000 Shares representing approximately 0.73% of the existing total issued share capital of the Company.

LETTER FROM THE BOARD

Ms. Pea is the mother of Mr. Wilson Ng, the chairman of the Company and Ms. Lilian Ng, an executive Director. As at the Latest Practicable Date, each of Mr. Wilson Ng and Ms. Lilian Ng is interested in 8,224,000 Shares representing approximately 0.73% of the existing total issued share capital of the Company.

Ms. Sio is the deputy chairman of the Company. As at the Latest Practicable Date, Ms. Sio is interested in 26,592,000 Shares representing approximately 2.37% of the existing total issued share capital of the Company.

Mr. Wilson Ng, Ms. Sio Ion Kuan, Mr. Ng Wee Keat, Ms. Ng Siew Lang, Linda, Ms. Lilian Ng, Ms. Pea Baby and Ms. Loong Swee Choo all are discretionary beneficiaries of the Discretionary Trust.

Subscription

Pursuant to the Subscription Agreement, each of Wisdom Crown, Huang Realty, Ms. Pea and Ms. Sio shall, subscribe for cash, the Subscription Shares at US$1.00 per Subscription Share.

Set out below is the details of the Subscription:

		Percentage in	Total
	Subscription	Worksmart after	Subscription
Name of Subscriber	Shares	Completion	Amount
			US$
Wisdom Crown	30,000	60	30,000
Huang Realty_(Note)_	9,999	20	9,999
Ms. Pea	5,000	10	5,000
Ms. Sio	5,000	10	5,000

Note:

As at the date of the Subscription Agreement, Huang Realty was interested in one Worksmart Share representing the entire existing issued share capital of Worksmart.

Conditions of the Subscription Agreement

Completion of the Subscription Agreement is conditional upon:

(a) approval by the Independent Shareholders in the SGM of the Subscription Agreement and the Shareholders’ Agreement and the transactions contemplated under such agreements;
(b) completion of the legal and financial due diligence on the Worksmart Group to the reasonable satisfaction of Wisdom Crown; and
(c) the obtaining of each such other consent, approval, authorization, permission, waiver or exemption which may be required from government or regulatory authorities or other third parties which are necessary in connection with the performance of the Subscription Agreement and any of the transactions contemplated under the Subscription Agreement.

LETTER FROM THE BOARD

If the conditions are not fulfilled or (in respect of the conditions (b) and (c) only) waived in writing by Wisdom Crown on or before 14th September, 2006, the Subscription Agreement shall terminate and no party to the Subscription Agreement shall have any claim against the other for costs, damages, compensation or otherwise (save in respect of any prior breach of the Subscription Agreement).

The Subscription Agreement is not conditional on the approval of the Mortgage Loan by the Independent Shareholders in general meeting of the Company being obtained.

Completion

Completion is to take place on or before the 7th business day after satisfaction or waiver (as appropriate) of the conditions referred to above or at such other time as the parties may agree. Upon Completion, the Subscribers and Worksmart shall enter into the Shareholders’ Agreement and the Subscribers shall advance the shareholders loans to Worksmart in accordance with the provisions of the Shareholders’ Agreement. The principal terms of the Shareholders’ Agreement are set out below.

Undertaking

Each of Worksmart and the Subscribers undertakes, jointly and severally, to use their respective best endeavours to complete or procure the completion of the purchase of the Property from Bartica by ACE Properties on or before 27th September, 2006.

Shareholders’ Agreement

Summarised below are the principal terms of the Shareholders’ Agreement to be entered into among the Subscribers and Worksmart upon Completion:

Shareholders: the Subscribers Purpose: Sets out the terms and conditions on and subject to which Worksmart is to be operated as a joint venture company and the manner in which the affairs of Worksmart are to be regulated Share capital: Upon Completion, the issued share capital of Worksmart will be US$50,000, divided into 50,000 Worksmart Shares. The shareholding structure of Worksmart upon Completion is set out above. Right of first refusal: No shareholder of Worksmart may, without the consent of the other shareholders, create or permit to subsist any mortgage, charge, pledge, lien, encumbrance or other security interest whatsoever on or over or in respect of the Worksmart Shares held by it, and shall not otherwise dispose of any of its Worksmart Shares except by first offering such Worksmart Shares to the other shareholders of Worksmart. Business objective: The Worksmart Group shall carry on the business of holding for investment purpose the Property.

LETTER FROM THE BOARD

Board of directors:

Unless otherwise agreed in writing by all shareholders of Worksmart, Worksmart shall have a board comprising not more than 10 directors. Wisdom Crown shall be entitled to nominate up to 6 persons to be directors; Huang Realty shall be entitled to nominate up to 2 persons as directors; Ms. Pea shall be entitled to nominate up to 1 person as director; and Ms. Sio shall be entitled to nominate up to 1 person as director.

Working capital and financing:

All shareholders of Worksmart agree that they will upon the execution of the Shareholders’ Agreement advance or have advanced to Worksmart, by way of an interest free shareholders’ loan, an aggregate amount of S$23,000,000 (equivalent to HK$113,390,000) on a pro-rata basis according to each shareholder’s shareholding in Worksmart in the following respective amounts:

Name of Shareholder Wisdom Crown Huang Realty Ms. Pea Ms. Sio	Amount S$ 13,800,000 4,600,000 2,300,000 2,300,000
	23,000,000

In respect of any further financing which the majority of the board of the directors of Worksmart shall have first decided is required or appropriate for the proper growth and operation of Worksmart, Worksmart shall attempt to obtain necessary financing for itself through loans from commercial banks or other financial institutions on the strength of its own financial standing, failing which, all shareholders of Worksmart may be requested (but not obliged) to provide funding in proportion to their respective shareholdings in Worksmart, either by way of shareholders’ loan or otherwise.

INFORMATION ON THE WORKSMART GROUP AND THE PROPERTY

Worksmart was incorporated in the BVI on 8th February, 2005 and is an investment holding company and its sole wholly-owned subsidiary is ACE Properties. Save for its interests in ACE Properties, Worksmart does not have other assets.

Pursuant to an option dated 12th April, 2006, Bartica (the existing registered owner of the Property) granted to Huang Properties (a wholly-owned subsidiary of Huang Realty) and/or its nominee(s), an option to purchase the Property on a completed basis and free from any other encumbrances save for an existing lease as explained below, at a total consideration of S$32,500,000 (equivalent to HK$160,225,000). The consideration was determined with reference to a valuation conducted by an independent valuer valuing the Property at S$34,000,000 (equivalent to HK$167,620,000). For the purpose of the Subscription, the Group has appointed an independent valuer, Savills, to conduct a valuation on the Property. Savills valued the Property at S$34,000,000 (equivalent to HK$167,620,000) as at 12th July, 2006. Details of the valuation are set out in Appendix I of this circular.

LETTER FROM THE BOARD

The Option was exercisable on or before 26th April, 2006, and once exercised, would constitute an unconditional binding contract of the sale and purchase of the Property. In view of the required timing for the Company to comply with the disclosure and shareholders’ approval requirements under the Listing Rules, Huang Realty (through Huang Properties) has proceeded to accept the offer for the acquisition of the Property and to enter into the Subscription Agreement, which is subject to Independent Shareholders’ approval, with the Company subsequently. Accordingly, Huang Properties has on 25th April, 2006 exercised the Option and paid the total sum of S$3,250,000 (equivalent to HK$16,022,500) to Bartica as deposit in accordance with the terms and conditions set out in the Option. Huang Properties has nominated its fellow subsidiary, ACE Properties, as purchaser of the Property. In accordance with the Option, the remaining balance of S$29,250,000 (equivalent to HK$144,202,500) shall be payable by ACE Properties to Bartica on or before 27th September, 2006.

The Property, completed in 1996, is a seven storey office building currently known as “AIG Building” and situated at 22 Martin Road, Singapore 239058. The Property has a customer service reception on the 1st storey, offices on the upper storeys and 29 parking lots. The Property has a total lettable area of approximately 2,936 square metres. The Property is sold subject to an existing lease for the whole building for a term expiring on 29th February, 2012. Up to 28th February, 2009, the aggregate monthly gross rental excluding car parking rental and additional air conditioning charges is approximately S$138,178 (equivalent to approximately HK$681,217). From 1st March, 2009 to 29th February, 2012, the aggregate monthly gross rental will be adjusted with reference to the prevailing market rental. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the Tenant and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

Save for its interests in the Property, the Worksmart Group has no other operations since its incorporation on 8th February, 2005. According to the unaudited consolidated management accounts of the Worksmart Group for the year ended 31st March, 2006, the Worksmart Group recorded nil turnover and the same amount of net loss before and after tax of approximately S$21,031 (equivalent to HK$103,683) for the year ended 31st March, 2006. According to the unaudited consolidated management accounts of the Worksmart Group for the two months period ended 31st May, 2006, the Worksmart Group recorded nil turnover and the same amount of net loss before and after tax of approximately S$5,250 (equivalent to approximately HK$25,883) for the two months period ended 31st May, 2006. As at 31st May, 2006, the Worksmart Group had unaudited consolidated net liabilities of approximately S$26,280 (equivalent to approximately HK$129,560).

Based on the existing lease of the Property, the gross rental income of the Property for each of the two years ended 31st March, 2005 and 2006 was approximately S$1,630,000 (equivalent to approximately HK$8,035,900) respectively.

FINANCING OF THE ACQUISITION OF THE PROPERTY AND MORTGAGE LOAN

LETTER FROM THE BOARD

For the purpose of the payment of the remaining balance of the consideration of the Property, ACE Properties will borrow an additional amount of S$12,500,000 (equivalent to HK$61,625,000) from ETC Finance and will provide the Property as mortgage security, subject to compliance with the applicable requirements under the Listing Rules. The principal terms of the mortgage loan are set out below:

Lender: ETC Finance Borrower: ACE Properties Loan amount: S$12,500,000 (equivalent to HK$61,625,000) Repayment: 180 monthly instalments Interest rate:

– First year 4.25% per annum – Second year 4.75% per annum – Third year and thereafter 0.5% above the Commercial Financing Rate in Singapore quoted by United Overseas Bank (the prevailing commercial financial rate in Singapore is 4.5% per annum)

Early repayment penalty Nil Security Legal mortgage on the Property

ETC Finance is wholly-owned by Huang Worldwide. Huang Worldwide is the immediate holding company of New Century Investment, the controlling shareholder of the Company. Accordingly, the provision of mortgage loan by ETC Finance to ACE Properties as contemplated above constitutes a financial assistance by a connected person to the Company pursuant to Rule 14A.13(4) of the Listing Rules and is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules. The Mortgage Loan is subject to the approval of the Independent Shareholders in general meeting of the Company.

In the event that the Mortgage Loan is not approved by the Independent Shareholders before the Completion Date, Worksmart shall seek alternative financing for the purpose of the payment of the remaining balance of the consideration of the Property. The failure to obtain the Independent Shareholders’ approval of the Mortgage Loan will not in any way affect the Completion.

REASONS FOR THE SUBSCRIPTION AND MORTGAGE LOAN

The principal activities of the Group comprise the provision of cruise ship charter services, hotel operations and property investments.

Given the improving economy in Singapore and the recent upward trend of the property market in the region, the Directors consider that the Property represents a good investment opportunity with a stable rental income source yielding at 5.1% based on the annual gross rental of the existing lease and the

LETTER FROM THE BOARD

consideration of the Property. The Directors believe that the Subscription through which 60% interests in the Property will be acquired represents a further investment in commercial property by the Group and will improve the Group’s operating performance and widen its asset base and earnings base.

The Group has approached two other independent financial institutions regarding the mortgage loan on the Property. The interest rates offered by these two financial institutions are higher than that offered by ETC Finance and one of them requires early prepayment penalty. Given that the terms of the mortgage loan provided by ETC Finance to ACE Properties are more favourable to ACE Properties compared with those provided by other third parties, in particular, the lower interest rates and the absence of the early repayment penalties, the Directors consider that the Mortgage Loan will reduce the Group’s interest expenses and relieve the Group from incurring early repayment penalty in the event that the Group realizes its investment in the Property in two to three years if opportunities arise.

In light of the above, the Directors (including the independent non-executive Directors) consider the terms of the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan to be fair and reasonable as far as the Independent Shareholders are concerned and that the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan are both in the interests of the Company and the Shareholders as a whole.

The Group intends to finance the subscription of 60% interests in Worksmart and the payment of its pro-rata shareholders’ loan of S$13,800,000 (equivalent to HK$68,034,000) to Worksmart by internal resources of the Group.

FINANCIAL EFFECT OF THE TRANSACTION

Upon completion of the acquisition of the Property, it is expected that the total assets of the Group will be increased by approximately HK$114,400,000, representing the difference in fair value of the Property and the net cash outflow in relation to the acquisition of the Property by the Worksmart Group, whereas the total borrowings of the Group will be increased by approximately HK$61,600,000 representing the amount of the Mortgage Loan.

Furthermore, upon the completion of the Subscription Agreement, it is expected that the results of Worksmart Group will be consolidated into the accounts of the Group and therefore the revenue and earning base of the Group will benefit from the rental income generated by the Property.

LISTING RULES IMPLICATION

The acquisition of the Property as contemplated under the subscription of 60% interests in Worksmart by the Group pursuant to the Subscription Agreement constitutes a discloseable transaction of the Company under the Listing Rules. Huang Group is the ultimate holding company of New Century Investment which is interested in approximately 68.58% in the issued share capital of the Company as at the Latest

LETTER FROM THE BOARD

Practicable Date. Huang Realty is owned as to 1/3 by Mr. Ng Wee Keat, 1/3 by Ms. Ng Siew Lang, Linda and 1/3 by their mother, Ms. Loong Swee Choo, all of whom are associates of Huang Group. Accordingly, the Group’s entering into of the Subscription Agreement with its connected persons constitutes a connected transaction of the Company under the Listing Rules and is subject to the approval of the Independent Shareholders in general meeting of the Company.

ETC Finance is an indirect wholly-owned subsidiary of Huang Group. By virtue of Huang Group’s interests in the Company and ETC Finance, the provision of mortgage loan by ETC Finance to ACE Properties as contemplated under the Subscription Agreement constitutes a financial assistance by a connected person to the Company pursuant to Rule 14A.13(4) of the Listing Rules and is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules. Accordingly, the Mortgage Loan is subject to the approval of the Independent Shareholders in general meeting of the Company.

By virtue of their interests in the Subscription and the Company, New Century Investment, Mr. Wilson Ng, Ms. Sio Ion Kuan, Mr. Ng Wee Keat, Ms. Ng Siew Lang, Linda, Ms. Lilian Ng and their respective associates will abstain from voting on the relevant resolutions in relation to the Subscription Agreement and the Mortgage Loan.

SGM

A notice convening the SGM, at which ordinary resolutions will be proposed to the Independent Shareholders to consider and, if thought fit, to approve, among others, the Subscription Agreement and the Mortgage Loan is set out on pages 35 to 36 of this circular.

At the SGM, votes of the Independent Shareholders will be taken by poll and New Century Investment, Mr. Wilson Ng, Ms. Sio Ion Kuan, Mr. Ng Wee Keat, Ms. Ng Siew Lang, Linda, Ms. Lilian Ng and their respective associates will abstain from voting on the resolutions in relation to the Subscription Agreement and the Mortgage Loan.

A form of proxy for use at the SGM is accompanied with this circular. If you are not able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it 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 as soon as possible and in any event not later than forty-eight (48) hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof, if you so wish.

An announcement will be made by the Company following the conclusion of the SGM to inform you of the results thereof.

LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS

Pursuant to Bye-law 66 of the Bye-laws of the Company, a resolution put to the vote of a general meeting shall be decided on a show of hands unless voting by way of a poll is required by the rules of the designated Stock Exchange or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

(i) by the chairman of such meeting; or
(ii) by at least three members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or
(iii) by a member or members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or
(iv) by a member or members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or
(v) if required by the rules of the designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.

A demand by a person as proxy for a member or in the case of a member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a member.

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising Mr. Wong Kwok Tai, Mr. Kwan Kai Kin, Kenneth and Mr. Ho Yau Ming has been appointed to give recommendation to the Independent Shareholders in respect of the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan. Your attention is drawn to the recommendation of the Independent Board Committee set out in its letter on page 16 of this circular.

INDEPENDENT FINANCIAL ADVISER

Goldbond Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan. Your attention is drawn to its letter to the Independent Board Committee and the Independent Shareholders set out on pages 17 to 24 of this circular.

LETTER FROM THE BOARD

RECOMMENDATION

Your attention is drawn to the recommendation of the Independent Board Committee and advice of Goldbond Capital regarding the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan.

FURTHER INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, For and on behalf of the Board Wilson Ng Chairman

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

4th August, 2006

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED AND DISCLOSEABLE TRANSACTION AND PROVISION OF SECURED LOAN BY A CONNECTED PERSON

We refer to the circular of the Company dated 4th August, 2006 (the “Circular”), of which this letter forms part. Terms used herein have the same meanings as those defined in the Circular unless the context otherwise requires.

We have been appointed as the Independent Board Committee to consider the terms of the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan, and to advise you as to whether, in our opinion, such terms are fair and reasonable so far as the Company and the Independent Shareholders are concerned, and the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan are in the interests of the Company and the Shareholders as a whole.

Goldbond Capital has been appointed as the independent financial adviser to advise us and you regarding the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan. Details of its advice, together with the principal factors and reasons it has taken into consideration in giving its advice, are set out in its letter on pages 17 to 24 of the Circular. Your attention is also drawn to the letter from the Board and the additional information set out in the appendices to the Circular.

Having considered the terms of the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan together with the independent advice of Goldbond Capital, we consider that the terms of the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan are fair and reasonable so far as the Company and the Independent Shareholders are concerned, and the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan are in the interests of the Company and the Shareholders as a whole. On this basis, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the SGM to approve the Subscription (including the acquisition of the Property as contemplated under the Subscription Agreement) and the Mortgage Loan.

Yours faithfully,

Independent Board Committee Wong Kwok Tai Kwan Kai Kin, Kenneth Ho Yau Ming

* For identification only

LETTER FROM GOLDBOND CAPITAL

The following is the letter of advice from Goldbond Capital (Asia) Limited to the Independent Board Committee and the Independent Shareholders prepared for the purpose of inclusion in this circular:

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GOLDBOND CAPITAL (ASIA) LIMITED
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39th Floor, Tower 1 Lippo Centre 89 Queensway Hong Kong 4th August, 2006

The Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONNECTED AND DISCLOSEABLE TRANSACTION AND PROVISION OF SECURED LOAN BY A CONNECTED PERSON

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in respect of the terms and conditions of (i) the Subscription Agreement for Wisdom Crown, a wholly-owned subsidiary of the Company, to subscribe for 30,000 shares in Worksmart, a company incorporated in the British Virgin Islands on 8th February, 2005 and wholly owned by Huang Realty as at the date of the Subscription Agreement, representing 60% of the entire issued share capital of Worksmart upon Completion (including the acquisition of the Property (the “ Acquisition ”) as contemplated under the Subscription Agreement); (ii) the Shareholders’ Agreement to be entered among the Subscribers upon Completion pursuant to the Subscription Agreement; and (iii) the provision of the mortgage loan by ETC Finance to ACE Properties as contemplated under the Subscription Agreement (the “ Mortgage Loan ”). Details of the terms and conditions of the Subscription Agreement (including the Acquisition as contemplated under the Subscription Agreement), the Shareholders’ Agreement and the Mortgage Loan are set out in the circular dated 4th August, 2006 issued by the Company (the “ Circular ”) to the Shareholders, of which this letter forms part. This letter contains our advice to the Independent Board Committee and the Independent Shareholders of the Company as to whether or not the terms of the Subscription (including the Acquisition as contemplated under the Subscription Agreement) and the Mortgage Loan are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Unless the context requires otherwise, terms used in this letter shall have the same meanings as those defined in the Circular.

In formulating our opinions and recommendations, we have relied on the statements, information, opinions, reports, valuations and representations contained or referred to in the Circular which have been provided to us by the Directors. We have assumed that all statements, information, opinions, reports, valuations and representations contained or referred to in the Circular were true, complete and accurate in all aspects at the time they were made and given and continue to be so in all respects at the date of despatch of the Circular. We have also assumed that all statements of beliefs, opinions, assumptions and

LETTER FROM GOLDBOND CAPITAL

intentions made by the Directors in the Circular were reasonably made after due and careful enquiry and were based on honestly-held opinions. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and we have been advised by the Directors that no material facts have been omitted from the information and representations provided in and referred to in the Circular.

We consider that we have been provided with sufficient information to enable us to reach an independent view to justify our reliance on the accuracy of the information and representations contained in the Circular and to provide a reasonable basis for our recommendations. We have no reason to suspect that any relevant information or reports have been withheld, nor are we aware of any facts or circumstances which would render the information provided and the representations made to us to be untrue, inaccurate, or misleading. In addition, we have taken all reasonable steps as required under Rule 13.80 of the Listing Rules to base our advice as stated herein. We have not, however, carried out any independent verification of the information provided to us by the Directors, nor have we conducted any independent investigation into any related transactions referred to in the Circular, the businesses, affairs and prospects of the Group.

We are a licensed securities dealer and corporate finance adviser under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and together with our affiliates provide a full range of investment banking and broking services, which, in the course of normal trading activities, may from time to time effect transactions and hold securities, including derivative securities, of the Company for our own account or the accounts of our customers.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion regarding the terms and conditions of the Subscription Agreement (including the Acquisition as contemplated under the Subscription Agreement), the Shareholders’ Agreement and the Mortgage Loan, we have considered the following principal factors and reasons:

1. Background of the Subscription Agreement (including the Acquisition as contemplated under the Subscription Agreement), the Shareholders’ Agreement and the Mortgage Loan

The principal activities of the Group are the provision of cruise ship charter services, hotel operations and property investments. As disclosed in the annual report of the Company for the year ended 31st March, 2006 (the “ Annual Report ”) and advised by the Directors, the Group has previous property investment experience in Hong Kong and the Southeast Asia region and is continuously exploring other property investment opportunities in the region to broaden its asset and earnings bases and to diversify its portfolio. The Group intends to acquire 60% equity interests in Worksmart with a view to obtaining a majority and indirect interest and control in the Property for investment purpose. The Shareholders’ Agreement will be entered into among the Subscribers and Worksmart upon Completion such that Worksmart will be operated as a joint venture company.

As disclosed in the letter from the Board in the Circular (the “ Letter ”), Bartica (the existing registered owner of the Property) has granted to Huang Properties and/or its nominee(s), an option to purchase the Property at a consideration of S$32,500,000 (equivalent to HK$160,225,000). The consideration was determined with reference to a valuation conducted by an independent valuer valuing the Property at S$34,000,000 (equivalent to HK$167,620,000). Huang Properties has subsequently exercised

LETTER FROM GOLDBOND CAPITAL

the Option and paid a sum of S$3,250,000 (equivalent to HK$16,022,500) to Bartica as deposit and nominated its fellow subsidiary, ACE Properties, as purchaser of the Property in accordance with the terms and conditions set out in the Option. Pursuant to the terms of the Option, the remaining balance of S$29,250,000 (equivalent to HK$144,202,500) shall be payable by ACE Properties to Bartica on or before 27th September, 2006. The total consideration is expected to be financed partly by the working capital of Worksmart Group, to whom the Subscribers have agreed to advance a shareholders’ loan in the amount of S$23,000,000 (equivalent to HK$113,390,000) (the “ Shareholders’ Loan ”) in proportion to their then shareholdings in Worksmart upon Completion and execution of the Shareholders’ Agreement, and partly by the Mortgage Loan of S$12,500,000 (equivalent to HK$61,625,000) for which the Property will be provided as mortgage security, subject to compliance with the applicable requirements under the Listing Rules.

The Property is a seven storey office building, with 29 parking lots in the basement, situated in the urban area of Singapore. The Property has a total lettable area of approximately 2,936 square meters. The Property is sold subject to its existing lease for the whole building (the “ Lease ”) for a term expiring on 29th February, 2012 at a current monthly gross rental, excluding car parking rental and additional air conditioning charges, of approximately S$138,178 (equivalent to approximately HK$681,217). Pursuant to the Lease, such monthly gross rental will be subject to adjustment with reference to the prevailing market rental from 1st March, 2009 to 29th February, 2012. As stated in the Letter, the Lease had generated gross rental income of approximately S$1,630,000 (equivalent to approximately HK$8,035,900) for each of the two years ended 31st March, 2005 and 2006 respectively. According to the terms of the Lease, a novation agreement will have to be executed among Bartica, the Tenant and ACE Properties to effectuate the transfer of the Lease together with the acquisition. Each of Worksmart and the Subscribers undertakes, jointly and severally, to use their respective best endeavours to complete or procure the completion of the purchase of the Property from Bartica by ACE Properties on or before 27th September, 2006.

Other than the Acquisition, the Worksmart Group has not conducted any business since its incorporation on 8th February, 2005. Upon completion of the Acquisition, the Property will be the principal asset of the Worksmart Group. According to the unaudited consolidated management accounts of the Worksmart Group for the year ended 31st March, 2006, the Worksmart Group recorded nil turnover and the same amount of net loss before and after tax of approximately S$21,031 (equivalent to HK$103,683) for the year ended 31st March, 2006. According to the unaudited consolidated management accounts of the Worksmart Group for the two months ended 31st May, 2006, the Worksmart Group recorded nil turnover and the same amount of net loss before and after tax of approximately S$5,250 (equivalent to HK$25,883) for the two months ended 31st May, 2006. As at 31st May, 2006, the Worksmart Group had unaudited consolidated net liabilities of approximately S$26,280 (equivalent to HK$129,560). Pursuant to the Subscription Agreement, Wisdom Crown, Huang Realty, Ms. Pea and Ms. Sio will together subscribe for cash, the Subscription Shares at US$1.00 per Subscription Share after which the effective interests in Worksmart shall be 60%, 20%, 10% and 10% respectively. Upon Completion, the Company will be interested in 60% of the share capital of Worksmart and we have been advised by the management of the Company that the accounts of the Worksmart Group will be consolidated into the accounts of the Group subject to confirmation by the auditors of the Company (the “ Auditors ”) when the Company carries out the next audit of its accounts.

LETTER FROM GOLDBOND CAPITAL

2. Principal terms of the Subscription Agreement (including the Acquisition as contemplated under the Subscription Agreement), the Shareholders’ Agreement and the Mortgage Loan

The proposed joint venture

The purposes of the Subscription Agreement and Shareholders’ Agreement are to acquire the Property and to establish a joint venture among the Subscribers for the holding of the Property and allowing the Group to obtain an indirect interest in the Property for investment purpose, subject to the Company having fulfilled the conditions of the Subscription Agreement. Under the Subscription Agreement, Wisdom Crown, Huang Realty, Ms. Pea and Ms. Sio will pay US$30,000, US$9,999, US$5,000 and US$5,000 to subscribe for the Subscription Shares respectively. Together with the share capital of US$1 owned by Huang Realty before the Subscription, the effective interests in the joint venture among Wisdom Crown, Huang Realty, Ms. Pea and Ms. Sio shall be 60%, 20%, 10% and 10% respectively upon Completion.

In order to finance the Acquisition and to provide working capital for the Worksmart Group, the Subscribers have agreed to advance to Worksmart an interest-free Shareholders’ Loan of S$23,000,000 (equivalent to HK$113,390,000) in proportion to their then shareholdings in Worksmart upon Completion and execution of the Shareholders’ Agreement pursuant to the Subscription Agreement and Shareholders’ Agreement. However, neither of the Subscribers is obliged to provide any additional funding or financial assistance (including additional equity, shareholders’ loans and/or guarantees and/or other forms of security) to the Worksmart Group. In addition to the Shareholders’ Loan, the Subscription Agreement also provides for ACE Properties to borrow S$12,500,000 (equivalent to HK$61,625,000) from ETC Finance, subject to compliance with the applicable requirements under the Listing Rules, to satisfy the balance of the consideration needed for the Acquisition, using the Property as mortgage security.

As the equity entitlements of the Subscribers under the Subscription Agreement are in proportion to their respective equity contribution while the Shareholders’ Loan to be provided under the Shareholders’ Agreement will be in proportion to their respective equity interests in Worksmart upon Completion, we consider that the provisions in relation to the equity entitlements of the Subscribers and the Shareholders’ Loan under the Subscription Agreement and Shareholders’ Agreement are fair and reasonable so far as the Company and the Shareholders as a whole are concerned.

Right of first refusal

The Shareholders’ Agreement provides that no shareholder of Worksmart may, without the consent of the other shareholders, create or permit to subsist any mortgage, charge, pledge, lien, encumbrance or other security interest whatsoever on or over or in respect of the Worksmart Shares held by it, and shall not otherwise dispose of any of its Worksmart Shares except by first offering such Worksmart Shares to the other shareholders of Worksmart.

LETTER FROM GOLDBOND CAPITAL

We have noted that such right of first refusal is commonly present in other joint venture arrangements transacted in the market. As each of the Subscribers possesses the same right under the Shareholders’ Agreement, we consider that the inclusion of such term in the Shareholders’ Agreement is fair and reasonable so far as the Company and the Shareholders as a whole are concerned.

Shareholders’ Loan from the Subscribers

As mentioned above, the Worksmart Group will satisfy part of the consideration to the amount of S$23,000,000 (equivalent to HK$113,390,000) by its working capital to be furnished by the Subscribers to Worksmart by way of the Shareholders’ Loan. The Shareholders’ Loan will be interest free with other terms being the same for all the Subscribers and will not require any security over the assets of the Worksmart Group.

The Shareholders’ Loan will bear no interest and will be provided by the Subscribers in proportion to their shareholdings in Worksmart. We are aware that it is not uncommon for shareholders to provide non-interest bearing and unsecured shareholders’ loan to a company they own as it can be interpreted as de facto equity contribution by the shareholders. Having considered these reasons and the fact that the terms of the Shareholders’ Loan are the same for all the Subscribers, we are of the view that the provision of the Shareholders’ Loan by the Group on such terms as mentioned above is fair and reasonable so far as the Company and the Shareholders as a whole are concerned.

Mortgage Loan from ETC Finance

To satisfy the remaining balance of the consideration for the Acquisition, ACE Properties will borrow an additional amount of S$12,500,000 (equivalent to HK$61,625,000) from ETC Finance with the Property being provided as mortgage security, subject to compliance with the applicable requirements under the Listing Rules. The Mortgage Loan will carry an interest of 4.25% for the first year, 4.75% for the second year, and 0.5% above the commercial financing rate in Singapore quoted by United Overseas Bank for the third year and thereafter. Further, the Mortgage Loan will be repaid over 180 monthly instalments or if repaid early, no prepayment penalty will be imposed on ACE Properties.

We have inspected terms obtained by the Group from two established financial institutions in Singapore regarding a mortgage loan for the same amount as the Mortgage Loan’s on the Property and found that the terms offered pursuant to the Mortgage Loan are no less favourable than those offered by these two independent financial institutions due to their higher interest rates and a prepayment penalty imposed by one of the financial institutions for early loan repayment within the first three years from inception. As such, we concur with the view of the Directors that the terms of the Mortgage Loan to be fair and reasonable and are in the interests of the Company as well as the Shareholders as a whole.

LETTER FROM GOLDBOND CAPITAL

Consideration of the Acquisition

As stated in the Letter, the consideration for the Acquisition of S$32,500,000 (equivalent to HK$160,225,000) was determined with reference to a valuation conducted by an independent valuer valuing the Property at S$34,000,000 (equivalent to HK$167,620,000).

We have also noted that, based on the valuation report by Savills, another independent valuer, dated 4th August, 2006, a copy of the same has been annexed to the Circular, and our understanding from Savills, they had inspected the physical condition of the Property and valued it on the basis of its market value by making reference to the comparable market transactions and where appropriate, on the basis of capitalisation of the estimated net income derived from the Lease provided by management of the Group with due allowance for reversionary income potential. Based on the foregoing, Savills had also valued the Property at about S$34,000,000 (equivalent to HK$167,620,000) as at 12th July, 2006.

As the consideration of the Property represents a discount of about 4.4% to the valuation of the Property prepared by Savills, we consider that such consideration to be fair and reasonable and is in the interests of the Company as well as the Shareholders as a whole.

Composition of the board of directors of Worksmart

Pursuant to the Shareholders’ Agreement, upon its execution, the board of directors of Worksmart will comprise not more than 10 directors and each of the Subscribers will be entitled to appoint a number of representatives such that their board representation will be no more than their proportionate equity interests in Worksmart. Since Wisdom Crown will be able to appoint up to six directors in the board of directors of Worksmart, which is in proportion to its equity interest in Worksmart, we consider such term to be fair and reasonable so far as the Company and the Shareholders as a whole are concerned.

3. Reasons and benefits for the Subscription Agreements (including the Acquisition as contemplated under the Subscription Agreements), the Shareholders’ Agreement and the Mortgage Loan

The location of the Property is close to Orchard Road, which is a business district in Singapore, and the Tenant is a group company of a prominent international financial services group. We have been informed that there has not been any default or delay in rental payment by the Tenant since the inception of the Lease. The Directors consider that the Property represents a good investment opportunity with a stable rental income source yielding at 5.1% based on the annual gross rental of the Lease, excluding car parking rental and additional air conditioning charges, and the consideration of the Property. We have noted that such gross rental yield is higher than the average gross rental yield of 4.4% derived from the Group’s current property investments as disclosed in the Annual Report. The management of the Group has also estimated the expected net rental yield of the Property, which is defined as the gross rental yield after adjusting for charges, property tax and relevant expenses, to be approximately 4.7%, which is comparable to the prime yields, which is defined as the average annual prime rent, after service charge and property tax divided by the average prime capital value, of about 4.7% for offices in Singapore pursuant to a report issued by another independent valuer for the first quarter of 2006. We have also

LETTER FROM GOLDBOND CAPITAL

noted that the Property is currently subject to the Lease which generates an annual rental income of approximately S$1,630,000 (equivalent to approximately HK$8,035,900) at the current rent. As there is a remaining term of about 5.5 years to the end of the Lease, the Property is expected to continue contributing stable income stream to the Group from Completion up to the termination of the Lease.

Given the more favourable terms of the Mortgage Loan offered to ACE Properties compared with those provided by other third parties, in particular, the lower interest rates and the absence of the early repayment penalties, the Directors consider that the Mortgage Loan will reduce the Group’s interest expenses and relieve the Group from incurring early repayment penalty in the event that the Group realises its investment in the Property in two to three years if opportunities arise in view of the improving economy in Singapore and the recent upward trend of the property market in Singapore.

We noted that recent data published by Singapore Department of Statistics have shown that the local economy has continuously expanded over the last four years in terms of national gross domestic product. Also, based on statistics published by the Urban Redevelopment Authority of the Singapore Government, prices of office space have been continuously rising in the first quarter of 2006 and the last quarter of 2005. It is also expected that the leasing and investors’ demand for office properties in Singapore will remain strong on the back of its sustained economic growth pursuant to a report issued by an independent valuer in April 2006. Having considered the expected stable income stream to be generated by the Property, the Tenant being a prominent international finance company and therefore the rental default risk at low level, and the potential value appreciation of the Property, we concur with the view of the Directors that entering into the Subscription Agreement (including the Acquisition as contemplated under the Subscription Agreement), the Shareholders’ Agreement and the Mortgage Loan are in the interests of the Company and the Shareholders as a whole.

4. Financial effects

Upon Completion, the Group will be interested in 60% of the share capital of Worksmart and we have been advised by the management of the Company that the accounts of the Worksmart Group will be consolidated into the accounts of the Group, subject to confirmation by the Auditors when the Company carries out the next audit of the Company’s accounts.

Net asset value

Upon Completion, the Group’s net asset value will be increased (decreased) by the amount of its 60% share of the net assets (liabilities) of the Worksmart Group immediately before Completion.

Earnings

Upon Completion, the Group will account for 60% of the net profit or loss of the Worksmart Group.

Gearing

Given the gearing ratio which is defined as total interest-bearing borrowings over total equity (excluding minority interests) of the Group was approximately 0.23 as at 31st March, 2006, the gearing ratio is expected to increase as the amount of the Group’s interest-bearing borrowings will increase due to the Mortgage Loan upon completion of the Acquisition.

LETTER FROM GOLDBOND CAPITAL

Cashflow

The Group will incur a net cash outflow upon completion of the Acquisition as part of the Shareholders’ Loan for financing the Acquisition will have to be provided by the Group.

RECOMMENDATION

Having considered:

the equity entitlements of the Subscribers are in proportion to their equity contribution;
the Shareholders’ Loan to be provided by the Subscribers are in proportion to their respective equity interests in Worksmart and the terms are the same for all the Subscribers;
the Group can nominate six out of a maximum of 10 directors to the board, which is in proportion to its shareholding in Worksmart, and will have control in the board of directors of Worksmart pursuant to the terms of the Shareholders’ Agreement;
the Mortgage Loan are on terms no less favourable than those being offered to the Group by two other independent financial institutions;
the consideration of the Acquisition represents a discount of approximately 4.4% to the valuation of the Property conducted by Savills;
the expected stable income stream to be generated by the Property;
the potential appreciation in value of the Property; and
all of the abovementioned analyses, reasons and factors,

we consider that the terms of the Subscription Agreement (including the Acquisition contemplated under the Subscription Agreement), the Shareholders’ Agreement and the Mortgage Loan are fair and reasonable so far as the Company and the Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the special general meeting of the Company to approve the Subscription (including the Acquisition as contemplated under the Subscription Agreement) and the Mortgage Loan.

Yours faithfully,

For and on behalf of

Goldbond Capital (Asia) Limited Stacey Wong

Head of Corporate Finance

VALUATION OF THE PROPERTY

APPENDIX I

The following is the text of a letter and valuation certificate for the purpose of inclusion in this circular received from Savills Valuation and Professional Services Limited, an independent property valuer, in connection with their valuation of the Property to be acquired by the Group as contemplated under the Subscription Agreement.

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T: (852) 2801 6100 F: (852) 2530 0756

23/F Two Exchange Square Central, Hong Kong

EA LICENCE: C-023750 savills.com

The Directors

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

4th August, 2006

Dear Sirs,

Re: 22 Martin Road, AIG Building, Singapore, 239058 (the “property”)

In accordance with your instructions for us to value the property to be acquired by New Century Hong Kong Limited (the “Company”), we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of value of the property as at 12th July, 2006.

Our valuation of the property is our opinion of its market value which we would define as intended to mean “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.”

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of special value. The market value of a property is also estimated without regard to costs of sale and purchase, and without offset for any associated taxes.

VALUATION OF THE PROPERTY

APPENDIX I

The property, which is to be held by the Company for investment, has been valued by making reference to the comparable market transactions, and where appropriate, on the basis of capitalization of the net income as shown on the schedule provided to us. We have allowed for outgoings and, in appropriate cases, made provisions for reversionary income potential.

We have been provided with extracts of documents in relation to the property and have caused searches to be made in the Land Registry. However, we have not inspected the original documents to verify ownership or to ascertain the existence of any amendments which may not appear on the copies handed to us. In the course of our valuation, we have relied to a very considerable extent on the information given by the Company and accepted the advice given to us by the Company on such matters as planning approvals or statutory notices, easements, tenure, particulars of occupancy, site area and floor areas and all relevant matters. Dimension, measurements and areas included in the valuation certificate are based on information provided to us and are therefore only approximations. We have no reason to doubt the truth and accuracy of the information provided to us by the Company which is material to the valuation. We were also advised by the Company that no material facts have been omitted from the information provided. We consider that we have been provided with sufficient information to reach an informed view.

We have inspected the exterior and, where possible, the interior of the property. During the course of our inspection, we did not note any serious defects. However, no structural survey has been made and we are therefore unable to report whether the property is or is not free from rot, infestation or any other defects. No tests were carried out on any of the services. We have not carried out investigations on site to determine the suitability of the ground conditions and the services for future development. Our valuation is prepared on the assumption that these aspects are satisfactory and no extraordinary expenses or delay will be incurred during the development period.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the property or for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property is free from encumbrances, restrictions and outgoings of an onerous nature which could affect its value.

In valuing the property, we have complied with the requirements set out in Chapter 5 of the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited and Valuation Standards on Properties (First Edition 2005) published by the Hong Kong Institute of Surveyors.

VALUATION OF THE PROPERTY

APPENDIX I

Unless otherwise stated, all money amounts are stated in Singapore dollars. The exchange rate adopted in our valuation is S$1=HK$4.93, which was the approximate exchange rate prevailing as at the date of valuation and there has been no significant fluctuation in such exchange rate between that date and the date of this letter.

We enclose herewith our valuation certificate.

Yours faithfully, For and on behalf of

Savills Valuation and Professional Services Limited CHARLES C K CHAN

Chartered Estate Surveyor

MSc FRICS FHKIS MCIArb RPS(GP)

Managing Director

Note: Charles C K Chan, Chartered Estate Surveyor, MSc, FRICS, FHKIS, MCIArb, RPS(GP) , has been a qualified valuer and has about 21 years’ experience in the valuation of properties in Hong Kong and the Asia Pacific Region.

VALUATION OF THE PROPERTY

APPENDIX I

VALUATION CERTIFICATE

Description and tenure

Property

22 Martin Road The property comprises a AIG Building 7-storey plus a basement Singapore commercial building erected on 239058 a site with an area of approximately 1,065.9 sq m Lot No. TS21-929X (11,473 sq ft). The development was completed in 1996.

The total lettable area of the property (excluding the car parking spaces) is approximately 2,936 sq m (31,603 sq ft). There are also 29 car parking spaces provided in the basement of the development.

Particulars of occupancy

The property is let to American Home Assurance Company for a term expiring on 29th February, 2012 at a current annual rental of S$1,905,350. The current rental will be reviewed on 1st March, 2009 at the then market rental.

Market value in existing state as at 12th July, 2006

S$34,000,000 (HK$167,620,000)

The property is held under freehold land.

Notes:

(1) The registered owner of the property is Bartica Investments Pte. Ltd.
(2) The property is subject to a Mortgage IA/60813G lodged by DBS Bank Ltd on 23rd March, 2005.
(3) The property is situated within an area zoned for “Commercial” uses.

GENERAL INFORMATION

APPENDIX II

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 OF DIRECTORS AND CHIEF EXECUTIVE

As at the Latest Practicable Date, the interests and short positions of each Director and chief executive of the Company in the Shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which require notification to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was deemed or taken to have under such provisions of the SFO) or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange were as follows:

				Approximate	Approximate
		Number of Shares		percentage of the
	Nature of	Long	Short	existing issued
Name of Directors	interests	position	position	share capital
Mr. Wilson Ng	Personal interest	18,224,000 (Note 1)	–
	Other interest	849,374,498 (Note 2)	–		77.18
Ms. Sio Ion Kuan	Personal interest	26,592,000 (Note 1)	–
	Other interest	849,374,498 (Note 2)	–		77.92
Mr. Ng Wee Keat	Personal interest	17,724,000 (Note 1)	–
	Other interest	849,374,498 (Note 2)	–		77.13
Ms. Ng Siew Lang, Linda	Personal interest	17,724,000 (Note 1)	–
	Other interest	849,374,498 (Note 2)	–		77.13
Ms. Lilian Ng	Personal interest	16,224,000 (Note 1)	–
	Other interest	849,374,498 (Note 2)	–		77.00
Mr. Lo Ming Chi, Charles	Personal interest	5,408,000 (Note 1)	–		0.48
Ms. Chen Ka Chee	Personal interest	5,500,000 (Note 1)	–		0.49
Mr. Yu Wai Man	Personal interest	3,000,000 (Note 1)	–		0.27

GENERAL INFORMATION

APPENDIX II

Notes:

The personal interests directly beneficially owned by Mr. Wilson Ng, Mr. Ng Wee Keat, Ms. Ng Siew Lang, Linda, Ms. Lilian Ng, Mr. Lo Ming Chi, Charles, Ms. Chen Ka Chee and Mr. Yu Wai Man comprised 10,000,000, 9,500,000, 9,500,000, 8,000,000, 3,500,000, 3,000,000 and 3,000,000 underlying shares, respectively, in respect of share options granted by the Company.
770,908,773 shares were held by New Century Investment Pacific Limited and 78,465,725 underlying shares are to be allotted and issued to New Century Cruise Line International Limited upon full conversion of the convertible bond issued by the Company. New Century Investment Pacific Limited and New Century Crusie Line International Limited are ultimately owned by Huang Group (BVI) Limited under the discretionary trust of which Mr. Wilson Ng, Ms. Sio Ion Kuan, Mr. Ng Wee Keat, Ms. Ng Siew Lang, Linda and Ms. Lilian Ng are the discretionary beneficiaries.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in the Shares, underlying shares and debentures of the Company or any of its associated corporations which require notification to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which he was deemed or taken to have under such provisions of the SFO) or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein or which were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange; and none of the Directors was a director or employee of a company which had an interest or short position in the Shares and underlying shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. SUBSTANTIAL SHAREHOLDERS

So far as is known to any Director or chief executive of the Company and as at the Latest Practicable Date, the following persons, other than the Directors or chief executive of the Company as disclosed above, had interests or short positions in the Shares or underlying shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group and the amount of each such person’s interest in such securities, together with particulars of any options in respect of such capital:

				Approximate
			percentage of the
				existing
	Number of Shares			issued
	Long	Short		share
Name of substantial Shareholders	position	position	Notes	capital
New Century Investment Pacific Limited	770,908,773	–	1	68.58
New Century Cruise Line International Limited	78,465,725	–	1	6.98
Huang Worldwide	849,374,498	–	1	75.56
Huang Group	849,374,498	–	1 & 2	75.56
Mr. Kan Ka Chong, Frederick	849,374,498	–	2 & 3	75.56
Mr. Huang	849,374,498	–	2	75.56

GENERAL INFORMATION

APPENDIX II

Notes:

Huang Group (BVI) Limited is the ultimate holding company of New Century Investment Pacific Limited and New Century Crusie Line International Limited. New Century Investment Pacific Limited held 770,908,773 shares and New Century Cruise Line International Limited held 78,465,725 underlying shares to be allotted and issued to New Century Cruise Line International Limited upon full conversion of the convertible bond issued by the Company. Huang Worldwide Holding Limited is the immediate holding company of New Century Investment Pacific Limited and New Century Cruise Line International Limited. Accordingly, Huang Group (BVI) Limited and Huang Worldwide Holding Limited are deemed to be interested in totally 849,374,498 shares.
Huang Group (BVI) Limited is held by Mr. Kan Ka Chong, Frederick, as the trustee of a discretionary trust, the settlor of which is Mr. Ng (Huang) Cheow Leng.
Mr. Kan Ka Chong, Frederick held 849,374,498 shares as the trustee of the discretionary trust of which Mr. Wilson Ng, Ms. Sio Ion Kuan, Mr. Ng Wee Keat, Ms. Ng Siew Lang, Linda and Ms. Lilian Ng are the discretionary beneficiaries.

Save as disclosed above, no other person as at the Latest Practicable Date had interests or short positions in the Shares or underlying shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group, or in any options in respect of such capital.

4. EXPERTS AND CONSENTS

The following are the qualifications of the experts who have given opinions or advice which are contained in this circular:

Name Qualification Goldbond Capital Corporation licensed under the SFO to conduct types 1 (dealing in securities) and 6 (advising on corporate finance) regulated activities under the SFO Savills Independent professional property valuer

Goldbond Capital and Savills have given and have not withdrawn their respective written consents to the issue of this circular with the inclusion herein of their respective letters, reports and opinion (as the case may be) and references to their respective names, in the forms and context in which they respectively appear.

As at the Latest Practicable Date, none of Goldbond Capital or Savills was beneficially interested in the share capital of any member of the Group nor did they have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group nor did they have any interest, either direct or indirect, in any assets which have been since 31st March, 2006 (the date to which the latest published audited consolidated financial statements of the Company were made up), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

GENERAL INFORMATION

APPENDIX II

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, so far as the Directors were aware of any material adverse change in the financial or trading position of the Group since 31st March, 2006 (the date to which the latest audited financial statements of the Company were made up).

6. SERVICE CONTRACTS

As at the Latest Practicable Date, no Director had a service contract with any member of the Group which was not determinable by the Company within one year without payment of compensation (other than statutory compensation).

7. LITIGATION

As at the Latest Practicable Date, no litigation or claim of material importance was known to the Directors to be pending or threatened against any members of the Group.

8. COMPETING INTERESTS

As at the Latest Practicable Date, save as disclosed below, none of the Directors nor their respective associates was considered to have an interest in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

Mr. Wilson Ng, Ms. Sio Ion Kuan, Mr. Ng Wee Keat, Ms. Ng Siew Lang, Linda and Ms. Lilian Ng, being executive Directors, together with Huang Worldwide hold a controlling interest in a private group. The aforesaid Directors also hold directorships in such private group which is substantially managed by them. Such private group is interested in a vessel (“Third Vessel”) and its principal business is chartering of the Third Vessel. At present, it is the business strategy of the Group to focus on the business of the two existing vessels (“Vessels”) owned by the Group instead of expanding into the Third Vessel.

Given that the Third Vessel has a smaller carrying capacity of 375 persons and the facilities on board are relatively less extensive as compared with those of the Vessels, the target customers between the Vessels and the Third Vessel are different. Accordingly, the Directors consider that the Vessels and the Third Vessel are not in direct competition with each other.

The Directors confirm that the Group is capable of carrying on its businesses independently of, and at arm’s length from the competing business as mentioned above.

9. MISCELLANEOUS

(i) Save for the two charter agreements both dated 28th September, 2005 entered into between (i) Evervalue Profits Limited (“Evervalue”), an independent third party, and Queenston Maritime Limited (“Queenston”); and (ii) Evervalue and Jackston Maritime Limited

GENERAL INFORMATION

APPENDIX II

(“Jackston”) whereby Queenston and Jackston are indirectly owned as to 40% by Huang Worldwide, none of the Directors was materially interested in any contract or arrangement subsisting at the Latest Practicable Date, which is significant in relation to the business of the Group.

(ii) Save for the acquisition of the Property as contemplated under the Subscription Agreement, none of the Directors has, or has had, any direct or indirect interest in any assets which have been acquired, disposed of by or leased to, or which are proposed to be acquired, disposed of by or leased to, any member of the Group since 31st March, 2006, the date to which the latest audited consolidated financial statements of the Company were made up.
(iii) The secretary and qualified accountant of the Company is Mr. Yu Wai Man, who is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants.
(iv) The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
(v) The head office and principal place of business of the Company in Hong Kong is located at Unit 3808, 38th Floor, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong.
(vi) The branch share registrar of the Company in Hong Kong is Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours 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 4th September, 2006, the date of the SGM.

(i) the memorandum of association and Bye-laws of the Company;
(ii) the annual reports of the Company for the two years ended 31st March, 2005 and 31st March, 2006;
(iii) the letter from the Independent Board Committee, the text of which is set out on page 16 of this circular;
(iv) the letter from Goldbond Capital, the text of which is set out on pages 17 to 24 of this circular;
(v) the valuation of the Property, the text of which is set out in Appendix I to this circular;
(vi) the Subscription Agreement;

GENERAL INFORMATION

APPENDIX II

(vii) the final draft of the Shareholders’ Agreement;
(viii) the loan facility letter from ETC Finance to ACE Properties, which contained, among other things, the terms and conditions of the Mortgage Loan; and
(ix) the written consents referred to in the section headed “Experts and consents” in this appendix.

NOTICE OF SGM

==> picture [106 x 52] intentionally omitted <==

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 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 Monday, 4th September, 2006 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:

ORDINARY RESOLUTIONS

“ THAT :
(a) the subscription agreement dated 13th July, 2006 between Worksmart Profits Limited, Huang Realty Limited, Ms. Sio Ion Kuan, Ms. Pea Baby and Wisdom Crown Assets Limited, a wholly-owned subsidiary of the Company, in relation to the respective subscription of a total of 49,999 new shares in Worksmart Profits Limited (the “Subscription 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, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;
(b) the shareholders’ agreement to be entered into between Worksmart Profits Limited, Huang Realty Limited, Ms. Sio Ion Kuan, Ms. Pea Baby and Wisdom Crown Assets Limited pursuant to the terms of the Subscription Agreement (the “Shareholders’ Agreement”), 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 transactions contemplated thereunder, be and are hereby approved; and
(c) 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 Subscription Agreement and the Shareholders’ Agreement.”
“ THAT :
(a) the obtaining by ACE Properties Pte. Ltd. of a mortgage loan (the “Loan”) in the amount of S$12,500,000 (equivalent to HK$61,625,000) (or such other amount as the directors of the Company may consider necessary) from ETC Finance Limited for the

* For identification only

NOTICE OF SGM

completion of a proposed purchase of a seven storey office building currently known as “AIG Building” situated at 22 Martin Road, Singapore 239058, and the terms and conditions on which the Loan will be obtained and the transactions contemplated thereunder, be and are hereby approved; and

(b) 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 Loan.”

By order of the Board Yu Wai Man Company Secretary

Hong Kong, 4th August, 2006

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:

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.
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.
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 later than forty-eight (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.
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.
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 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 non-executive Directors.

AI assistant

Founder Holdings Limited — Proxy Solicitation & Information Statement 2006

49203_rns_2006-08-04_329b21f8-fef5-4ae7-b76a-de480f90d252.pdf

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

SOMERLEY LIMITED

Goldbond Capital (Asia) Limited

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

CONNECTED AND DISCLOSEABLE TRANSACTION AND PROVISION OF SECURED LOAN BY A CONNECTED PERSON

INTRODUCTION

THE SUBSCRIPTION AGREEMENT

Parties to the Subscription Agreement:

Subscription

Conditions of the Subscription Agreement

Completion

Undertaking

Shareholders’ Agreement

LETTER FROM THE BOARD

Working capital and financing:

INFORMATION ON THE WORKSMART GROUP AND THE PROPERTY

LETTER FROM THE BOARD

FINANCING OF THE ACQUISITION OF THE PROPERTY AND MORTGAGE LOAN

REASONS FOR THE SUBSCRIPTION AND MORTGAGE LOAN

LETTER FROM THE BOARD

FINANCIAL EFFECT OF THE TRANSACTION

LISTING RULES IMPLICATION

LETTER FROM THE BOARD

SGM

PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS

INDEPENDENT BOARD COMMITTEE

INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

FURTHER INFORMATION

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

CONNECTED AND DISCLOSEABLE TRANSACTION AND PROVISION OF SECURED LOAN BY A CONNECTED PERSON

CONNECTED AND DISCLOSEABLE TRANSACTION AND PROVISION OF SECURED LOAN BY A CONNECTED PERSON

INTRODUCTION

PRINCIPAL FACTORS AND REASONS CONSIDERED

LETTER FROM GOLDBOND CAPITAL

The proposed joint venture

Right of first refusal

LETTER FROM GOLDBOND CAPITAL

Shareholders’ Loan from the Subscribers

Mortgage Loan from ETC Finance

Consideration of the Acquisition

Composition of the board of directors of Worksmart

4. Financial effects

Net asset value

Earnings

Gearing

Cashflow

RECOMMENDATION

Goldbond Capital (Asia) Limited Stacey Wong

The Directors

Re: 22 Martin Road, AIG Building, Singapore, 239058 (the “property”)

APPENDIX I

Savills Valuation and Professional Services Limited CHARLES C K CHAN

Managing Director

VALUATION CERTIFICATE

Description and tenure

Property

Particulars of occupancy

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVE

3. SUBSTANTIAL SHAREHOLDERS

4. EXPERTS AND CONSENTS

5. MATERIAL ADVERSE CHANGE

6. SERVICE CONTRACTS

7. LITIGATION

8. COMPETING INTERESTS

9. MISCELLANEOUS

10. DOCUMENTS AVAILABLE FOR INSPECTION

NOTICE OF SGM

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

ORDINARY RESOLUTIONS

More from Founder Holdings Limited

Founder Holdings Limited Proxy Solicitation & Information Statement 2006