Founder Holdings Limited — Proxy Solicitation & Information Statement 2007

Jul 30, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 234)

PROPOSALS FOR

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY, REFRESHMENT OF THE SCHEME MANDATE LIMIT AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of New Century Group Hong Kong Limited to be held at Bauhinia Room 3, 3rd Floor, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Wednesday, 29 August 2007 at 10:00 a.m. (the “Annual General Meeting”) is set out on pages 16 to 19 of this circular.

If you are not able to attend the Annual General Meeting, 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 Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish.

• For identification only

31 July 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Increase in authorised share capital of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Refreshment of the Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I – Details of Directors proposed for re-election. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to be held at Bauhinia Room 3, 3rd Floor, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Wednesday, 29 August 2007 at 10:00 a.m.

“Board”

the board of Directors of the Company

“Bye-laws” the bye-laws of the Company

“Company” New Century Group Hong Kong Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange

“Companies Act” the Companies Act 1981 of Bermuda

“Directors” the directors of the Company

“Group” the Company and its subsidiaries

“HK$” Hong Kong dollars

“Hong Kong”

The Hong Kong Special Administrative Region of the People’s Republic of China

“Latest Practicable Date” 26 July 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares in the manner as set out in the notice of the Annual General Meeting

“Scheme Mandate Limit” the maximum number of Shares in respect of which options may be granted under the Share Option Scheme and any other share option scheme(s) of the Company, which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of approval of the Share Option Scheme by the Shareholders and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

1

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	ordinary shares(s) of HK$0.0025 each in the share capital of the
	Company
“Share Issue Mandate”	a general mandate proposed to be granted to the Directors at the
	Annual General Meeting to exercise the power of the Company to
	allot, issue and deal with Shares in the manner as set out in the
	notice of the Annual General Meeting
“Share Option Scheme”	the share option scheme adopted by an ordinary resolution passed
	at the annual general meeting of the Company held on 23
	September 2002
“Share Subdivision”	Pursuant to an ordinary resolution passed at the special general
	meeting of the Company on 12 July 2007, each of the then existing
	issued and unissued share of HK$0.01 each in the share capital of
	the Company was subdivided into 4 shares, being HK$0.0025
	each in the share capital of the Company with effect from 13 July
	2007
“Shareholder(s)”	the holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers

2

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

31 July 2007

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY, REFRESHMENT OF THE SCHEME MANDATE LIMIT AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the proposed (i) re-election of Directors; (ii) Share Issue Mandate; (iii) Repurchase Mandate; (iv) increase in

* For identification only

3

LETTER FROM THE BOARD

authorised share capital of the Company; and (v) refreshment of the Scheme Mandate Limit to enable you to make an informed decision on whether to vote for or against the relevant resolutions at the Annual General Meeting.

RE-ELECTION OF DIRECTORS

In accordance with Bye-laws 87(1) and 87(2) of the Company’s Bye-laws, Mr. Lo Ming Chi, Charles, Ms. Lilian Ng, Ms. Chen Ka Chee and Mr. Wong Kwok Tai will retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.

Details of the above Directors required to be disclosed under Rule 13.51(2) of the Listing Rules are set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 28 August 2006, a general mandate was granted to the Directors to exercise the powers of the Company to allot, issue and deal with Shares with a total nominal value not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant ordinary resolution approving such general mandate. Such general mandate will lapse at the conclusion of the forthcoming Annual General Meeting. The Directors propose to seek your approval of the Share Issue Mandate to be proposed at the Annual General Meeting by way of an ordinary resolution.

In order to give flexibility to the Directors to issue Shares in the event that it is in the interests of the Company and its Shareholders to do so, approval will be sought at the Annual General Meeting (i) to grant the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the ordinary resolution in relation to the Share Issue Mandate; and (ii) for adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of Shares repurchased by the Company after the granting of the general mandate to repurchase up to a maximum of 10% of the total issued share capital of the Company as at the date of passing the ordinary resolution in relation to the Repurchase Mandate.

GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 28 August 2006, a general mandate was also given to the Directors to exercise the powers of the Company to repurchase Shares with a total nominal value not exceeding 10% of the total issued share capital of the Company as at the date of passing the relevant ordinary resolution approving such mandate. Such mandate will lapse at the conclusion of the forthcoming Annual General Meeting.

An ordinary resolution will therefore be proposed at the Annual General Meeting to grant the Directors authority to repurchase Shares with a total nominal value not exceeding 10% of the total issued share capital of the Company as at the date of the passing of the relevant resolution approving the Repurchase Mandate.

4

LETTER FROM THE BOARD

An explanatory statement as required under the Listing Rules to provide the requisite information concerning the Repurchase Mandate is set out in Appendix II to this circular.

INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

As at the Latest Practicable Date, the authorised share capital of the Company was HK$20,000,000 divided into 8,000,000,000 Shares, of which 5,410,751,148 Shares had already been issued and 2,589,248,852 Shares were left unissued and available for further allotment and issued by the Company.

In order to provide the Company with greater flexibility to raise fund by allotting and issuing Shares in the future, as and when necessary, the Board proposes to put forward ordinary resolution No. 8 at the Annual General Meeting for Shareholders to consider and, if thought fit, approve the proposed increase in the authorised share capital of the Company from HK$20,000,000 to HK$100,000,000 by the addition of HK$80,000,000 divided into 32,000,000,000 new Shares which will rank pari passu with all existing Shares.

None of the Directors currently have any intention of issuing any part of the proposed increased authorised share capital of the Company.

REFRESHMENT OF THE SCHEME MANDATE LIMIT

The Company adopted the Share Option Scheme pursuant to an ordinary resolution passed on 23 September 2002.

Pursuant to the Share Option Scheme, the maximum number of Shares in respect of which options may be granted under the Share Option Scheme and any other share option scheme(s) of the Company shall not exceed 10% of the total number of issued Shares as at the date of adoption of the Share Option Scheme. The Company may refresh the Scheme Mandate Limit by ordinary resolution of the Shareholders at general meeting provided that:

• (i) the Scheme Mandate Limit so refreshed shall not exceed 10% of the total number of issued Shares as at the date of approval of the refreshment of the Scheme Mandate Limit; and

• (ii) options previously granted under any existing schemes (including options outstanding, cancelled, or lapsed in accordance with the relevant scheme rules or exercised options) shall not be counted for the purpose of calculating the limit as refreshed.

Notwithstanding the foregoing, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company must not in aggregate exceed 30% of the total number of Shares in issue from time to time.

5

LETTER FROM THE BOARD

At a special general meeting of the Company held on 12 July 2007, the ordinary resolution approving the Share Subdivision was passed, whereby each of the then existing issued and unissued shares of HK$0.01 each in the share capital of the Company was subdivided into 4 Shares, being HK$0.0025 each in the share capital of the Company. In accordance with the Share Option Scheme and in compliance with the provision of Rule 17.03(13) of the Listing Rules, the exercise prices and the aggregate number of the relevant outstanding share options have been adjusted as a result of the Share Subdivision. Details of which were set out in the announcement of the Company dated 16 July 2007.

At a special general meeting of the Company held on 25 February 2005, the Scheme Mandate Limit was refreshed to allow the Company to grant options entitling holders to subscribe for up to a maximum of 338,671,964 Shares (as adjusted for the effect of the Share Subdivision) (representing 10% of shares of the Company in issue as at the date of the said special general meeting). Since the refreshment of the Scheme Mandate Limit on 25 February 2005, 147,400,000 (as adjusted for the effect of the Share Subdivision) and 148,800,000 (as adjusted for the effect of the Share Subdivision) options carrying the rights to subscribe for a total of 296,200,000 Shares (as adjusted for the effect of the Share Subdivision) have been granted on 28 July 2005 and 27 April 2007 respectively pursuant to the Share Option Scheme, of which options carrying rights to subscribe for 144,600,000 Shares (as adjusted for the effect of the Share Subdivision) had been exercised and options carrying rights to subscribe for 2,800,000 Shares (as adjusted for the effect of the Share Subdivision) were lapsed. Therefore, unless the Scheme Mandate Limit is refreshed, only 45,271,964 (as adjusted for the effect of the Share Subdivision) options carrying the rights to subscribe for 45,271,964 Shares (as adjusted for the effect of the Share Subdivision) may be granted under the Share Option Scheme.

As at the Latest Practicable Date, the Company had an issued share capital of 5,410,751,148 Shares. Assuming no further issue or repurchase of Shares prior to the Annual General Meeting, upon the refreshment of the Scheme Mandate Limit by Shareholders at the Annual General Meeting, the Company may grant options entitling holders thereof to subscribe for 541,075,114 Shares (representing 10% of the Shares in issue as at the date of the Annual General Meeting approving the refreshment of the Scheme Mandate Limit).

The refreshment of the Scheme Mandate Limit is conditional on:

• (i) the passing of an ordinary resolution to approve the refreshment of the Scheme Mandate Limit by the Shareholders at the Annual General Meeting; and

• (ii) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, Shares (representing a maximum of 10% of the Shares in issue as at the date of the Annual General Meeting approving the refreshing of the Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of options under the Share Option Scheme and any other share option scheme(s) of the Company.

Application will be made to the Listing Committee of the Stock Exchange for approval of the listing of, and permission to deal in, Shares (representing a maximum of 10% of Shares in issue as at the date of the Annual General Meeting approving the refreshment of the Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of options under the Share Option Scheme and any other share option scheme(s) of the Company.

6

LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL

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:

• (a) by the chairman of such meeting; or

• (b) 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

• (c) 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

• (d) 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

• (e) 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.

ANNUAL GENERAL MEETING

The notice of the Annual General Meeting, which contains, inter alia, ordinary resolutions to approve the re-election of Directors, the Share Issue Mandate, the Repurchase Mandate, the increase in authorised share capital of the Company and the refreshment of the Scheme Mandate Limit is set out on pages 16 to 19 of this circular.

A form of proxy for use at the Annual General Meeting is accompanied with this circular. If you are not able to attend the Annual General Meeting, 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 Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof, if you so wish.

7

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the re-election of Directors, the Share Issue Mandate, the Repurchase Mandate, the increase in authorised share capital of the Company and the refreshment of the Scheme Mandate Limit are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that the Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

GENERAL INFORMATION

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

Yours faithfully, On behalf of the Board Wilson Ng Chairman

8

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the directors proposed for re-election at the Annual General Meeting.

Mr. Lo Ming Chi, Charles , J.P.

Aged 57. Mr. Lo joined the Company as an executive director in March 1999. Mr. Lo is a Certified Practising Accountant of the CPA Australia and an associate member of the Financial Services Institute of Australasia. Mr. Lo has over 31 years of professional and business experience in financial and investment services in Australia, Hong Kong and other Asian countries. Mr. Lo is also a director of various members of the Group.

Mr. Lo was an independent non-executive director of CASH Retail Management Group Limited and Freeman Corporation Limited from 3 November 2003 to 16 November 2006 and from 23 September 2004 to 21 August 2006 respectively. Mr. Lo is currently a chairman and an executive director of Xin Corporation Limited and an independent non-executive director of Artfield Group Limited, Tak Sing Alliance Holdings Limited and Hembly International Holdings Limited. Save as disclosed above, Mr. Lo did not hold any other directorships in the listed public companies in the last three years.

Other than the relationship arising from being an executive director, Mr. Lo does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Lo had a personal interest of 17,536,000 Shares representing 0.32% of the total issued share capital of the Company which comprised interest in 14,000,000 underlying Shares in respect of share options granted by the Company.

There is no service contract between the Company and Mr. Lo. Mr. Lo is not appointed for any specified length or proposed length of services with the Company but is subject to retirement by rotation and re-election at the forthcoming annual general meetings in accordance with the Bye-laws. As an executive director, Mr. Lo is entitled to receive an annual director’s emolument in the sum of HK$960,000 inclusive of housing allowance but exclusive discretionary bonus (if any). The amount of emolument is determined based on the duties and responsibilities of Mr. Lo and with reference to his performance and market conditions.

Save as disclosed above, there is no other information which needs to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

Ms. Lilian Ng

Aged 33. Ms. Ng joined the Company as an executive director in July 2002. Ms. Ng graduated from San Francisco State University with a Bachelor’s Degree in Business Administration. Ms. Ng has extensive hotel management experience. Prior to joining the Company, Ms. Ng was the Finance and Operations Director of a conglomerate with businesses in tour industry and cruise liner management as well as hotel and property management in Southeast Asia. Ms. Ng is a director of various members of the Group. Ms. Ng is also a director of New Century Investment Pacific Limited (“NCIPL”) which is a

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

substantial shareholder of the Company. Ms. Ng is a member and a member of council of management of Huang’s Foundation Limited, a charitable institution of public character and a substantial shareholder of the Company. Ms. Ng is a younger sister of Mr. Wilson Ng and the elder sister of Mr. Ng Wee Keat and Ms. Ng Siew Lang, Linda and is a cousin of Ms. Chen Ka Chee. All of them are executive directors of the Company. Ms. Ng is also a daughter of Mr. Ng (Huang) Cheow Leng, a substantial shareholder of the Company in the capacity of the settlor of a discretionary trust. Ms. Ng has not held any directorships in other listed public companies for the last three years.

As at the Latest Practicable Date, Ms. Ng had (i) a personal interest of 52,000,000 Shares representing 0.96% of the total issued share capital of the Company which comprised interest in 32,000,000 underlying Shares in respect of share options granted by the Company; (ii) other interest of 3,151,193,992 Shares were held by NCIPL; and (iii) corporate interest of 320,000,000 Shares were held by Huang’s Foundation Limited.

There is no service contract between the Company and Ms. Ng. Ms. Ng is not appointed for any specified length or proposed length of services with the Company but is subject to retirement by rotation and re-election at the forthcoming annual general meetings in accordance with the Bye-laws. As an executive director, Ms. Ng is entitled to receive an annual director’s emolument in the sum of HK$720,000 exclusive of discretionary bonus (if any). The amount of emolument is determined based on the duties and responsibilities of Ms. Ng and with reference to his performance and the prevailing market conditions.

Save as disclosed above, there is no other information which needs to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

Ms. Chen Ka Chee

Aged 42. Ms. Chen joined the Company as an executive director in May 2000. Ms. Chen holds a Bachelor of Commerce Degree and is an associate member of the Australian Society of Certified Practising Accountants. Prior to joining the Company, Ms. Chen has over 20 years of experience in the accounting field, including 4 years in auditing. Ms. Chen is a director of various members of the Group. Ms. Chen has not held any directorships in other listed public companies for the last three years.

As at the Latest Practicable Date, Ms. Chen had a personal interest of 30,000,000 Shares representing 0.55% of the total issued share capital of the Company which comprised interest in 12,000,000 underlying Shares in respect of share options granted by the Company.

There is no service contract between the Company and Ms. Chen. Ms. Chen is not appointed for any specified length or proposed length of services with the Company but is subject to retirement by rotation and re-election at the forthcoming annual general meetings in accordance with the Bye-laws. As an executive director, Ms. Chen is entitled to receive an annual director’s emolument in the sum of HK$480,000 exclusive of discretionary bonus (if any). The amount of emolument is determined based on the duties and responsibilities of Ms. Chen and with reference to her performance and prevailing market conditions.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Save as disclosed above, there is no other information which needs to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Wong Kwok Tai Chairman of the Audit Committee and member of the Remuneration Committee

Aged 68. Mr. Wong joined the Company as an independent non-executive director in May 1999. Mr. Wong is a Practising Certified Public Accountant and a fellow member of both of the CPA Australia and the Hong Kong Institute of Certified Public Accountants. Mr. Wong has more than 42 years of financial experience. Mr. Wong is the principal of W. Wong & Co., C.P.A..

Mr. Wong was an independent non-executive director of Honesty Treasure International Holdings Limited from 12 December 2002 to 21 April 2004. Mr. Wong is currently an independent non-executive director of Xin Corporation Limited, Oriental Investment Corporation Limited and CIL Holdings Limited (“CIL”). Save as disclosed above, Mr. Wong did not hold any other directorships in the listed public companies in the last three years.

Other than the relationship arising from him being an independent non-executive director, Mr. Wong does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Wong did not have any interest in shares of the Company within the meaning of Part XV of the SFO. In addition, there is no service contract between the Company and Mr. Wong. Mr. Wong is not appointed for any specified length or proposed length of services with the Company but is subject to retirement by rotation and re-election at the forthcoming annual general meetings in accordance with the Bye-laws. Mr. Wong is entitled to receive an annual director’s fee in the sum of HK$120,000 for his roles as independent non-executive director, the chairman of the Audit Committee and member of the Remuneration Committee. The amount of the director’s fee is determined based on the duties and responsibilities of Mr. Wong and with reference to the prevailing market conditions.

Save as the winding-up petition described below, there are no companies that have been dissolved or put into liquidation (otherwise than by a member’s voluntary winding up when the company was solvent) or bankruptcy or been the object of an analogous proceeding, or entered into any form of arrangement or composition with creditors, or had a receiver, trustee or similar officer appointed over it during the time Mr. Wong was one of its director or within 12 months after his ceasing to act as one of its directors.

A winding-up petition was served against CIL on 10 May 2001 by American Design Associates Limited for a sum of HK$1,780,000 but such petition was ordered to withdraw on 19 July 2001. Another winding-up petition was served against CIL on 17 May 2001 by Sin Hua Bank Limited (the successor of which is the Bank of China (Hong Kong) Limited) for an approximate sum of HK$5,042,000. Pursuant to an order granted by the Hong Kong Court on 27 August 2001, Sin Hua Bank Limited was substituted by Power Forward Finance Limited as the petitioner. Subsequently, Power Forward Finance Limited presented an amended winding-up petition against CIL to the Hong Kong Court on 29 August 2001. Pursuant to an order issued by the Hong Kong Court on 8 October 2001, Power Forward Finance Limited was substituted by Star Dragon Securities Limited as the petitioner and the hearing was adjourned to 12 November 2001.

11

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

By several court orders for adjournment allowing time for CIL to prepare a scheme of arrangement provided for by section 99 of the Companies Act and section 166 of the Companies Ordinance between a company and its creditors. Subsequently, this winding-up petition was ordered to dismiss on 14 April 2003. On 7 September 2005, CSI Investment Management Limited served a winding-up petition to CIL for an approximate sum of HK$1,500,000 but such petition was ordered to rescind on 12 September 2006. The principal activities of CIL and its subsidiaries are investment holdings and contracting in interior decoration and renovation, building and construction services, electrical and mechanical engineering and trading of building and interior decoration materials and the design and manufacturing of multimedia and digital communication products, broadband multi-media set-top boxes, Code-Division Multiple Access (CDMA) mobile phones and Digital Versatile Disk (DVD) players.

Mr. Wong was appointed as the independent non-executive director of CIL in August 2001 which is subsequent to the financial problems encountered by CIL becoming imminent in May 2001, the time when the first winding-up petition was served against CIL as mentioned above. In view of Mr. Wong’s extensive financial experience, Mr. Wong’s appointment as independent non-executive director of CIL serves to oversee the deteriorating financial position at the time. As such, the Directors consider that the various winding-up petitions served against CIL would not affect the suitability of Mr. Wong to be the independent non-executive director of the Company.

Save as disclosed above, there is no other information which needs to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (k) and (m) to (v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

12

EXPLANATORY STATEMENT

APPENDIX II

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information for Shareholders of the Company to consider the Repurchase Mandate.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by its shareholders in advance by an ordinary resolution either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. SHARE CAPITAL

As at the Latest Practicable Date, the total issued share capital of the Company comprised 5,410,751,148 Shares.

Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to purchase a maximum of 541,075,114 Shares.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Repurchases of Shares made under the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the Company’s net assets and/or its earnings per Share and will only be made when the Directors consider that such repurchases will benefit the Company and its Shareholders.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Bye-laws and the applicable laws of Bermuda. The Companies Act 1981 of Bermuda provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or out of funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company before the shares are repurchased.

There might be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements for the year ended 31 March 2006) in the event that the Repurchase Mandate was to be exercised in full. However, the Directors do

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EXPLANATORY STATEMENT

APPENDIX II

not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the shares of the Company were traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Per Share
Month	Highest	Lowest
	HK$	HK$
2006
July	0.215A	0.180A
August	0.200A	0.185A
September	0.190A	0.168A
October	0.205A	0.170A
November	0.230A	0.190A
December	0.198A	0.188A
2007
January	0.205A	0.190A
February	0.218A	0.198A
March	0.213A	0.203A
April	0.280A	0.205A
May	0.280A	0.263A
June	0.450A	0.268A
July (up to Latest Practicable Date)	0.490	0.328A

A = adjusted prices – the subdivision of shares was announced on 5 June 2007.

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and all applicable laws of Bermuda and in accordance with the regulations set out in the Memorandum of Association and Bye-laws of the Company.

7. EFFECT OF THE TAKEOVERS CODE

A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX II

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, NCIPL, was interested in 3,151,193,992 Shares representing approximately 58.24% of the total issued share capital of the Company. NCIPL is ultimately owned by Huang Group (BVI) Limited which is wholly owned by a discretionary trust, of which Mr. Ng (Huang) Cheow Leng is the settlor and Mr. Kan Ka Chong, Frederick is the trustee. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, and assuming there is no change to the share capital of the Company and shareholding of NCIPL between the Latest Practicable Date and the date of such exercise the shareholding of NCIPL in the Company would be increased to approximately 64.71% of the total issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code in relation to NCIPL as it already held more than 50% of the total issued share capital of the Company as at the Latest Practicable Date.

Any purchase of Shares which results in the number of Shares held by the public being reduced to less than 25% of Shares then in issue could only be implemented with the agreement of the Stock Exchange to waive the requirements of the Listing Rules regarding the public shareholding referred to above. The Directors do not have any present intention to repurchase Shares to an extent which will result in the amount of Shares held by the public being reduced to less than 25%.

8. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their respective associates (as defined in the Listing Rules), have a present intention, in the event that the proposal is approved by the Shareholders, to sell Shares to the Company.

No connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell Shares to the Company nor has he/she undertaken not to sell any Shares held by him/her to the Company in the event that the Company is authorised to make repurchases of Shares.

9. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 234)

NOTICE IS HEREBY GIVEN that the annual general meeting of New Century Group Hong Kong Limited (the “Company”) will be held at Bauhinia Room 3, 3rd Floor, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Wednesday, 29 August 2007 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 March 2007;

2. To declare a final dividend for the year ended 31 March 2007;

3. To determine the maximum number of the directors of the Company (the “Directors”);

4. To re-elect the retiring Directors and to authorise the board of directors of the Company to fix their remuneration;

5. To re-appoint the auditors and to authorise the board of directors of the Company to fix their remuneration;

6. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

7. A. “ THAT :

   • (a) subject to paragraph 6A(c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph 6A(a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

   • (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise)

* For identification only

16

NOTICE OF ANNUAL GENERAL MEETING

by the Directors pursuant to the approval in paragraph 6A(a) above, otherwise than pursuant to a Rights Issue (as defined below) or the exercise of the subscription rights under the share option scheme of the Company, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares on the Register of Members of the Company on fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to and restrictions or obligations under the laws of or the requirements of an recognized regulatory body or any stock exchange in any territory outside Hong Kong).”

• B. “ THAT :

• (a) subject to paragraph 6B(b) below, the exercise by the Directors during the Relevant Period (as defined in resolution 6A(d) above) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange recognized, for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with all applicable laws and requirements, be and is hereby generally and unconditionally approved; and

• (b) the aggregate nominal amount of shares of the Company repurchased by the Company pursuant to the approval in paragraph 6B(a) above shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval be limited accordingly.”

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of resolution nos. 6A and 6B set out in the notice convening this meeting being duly passed, the general mandate granted to the Directors of the Company to exercise the power of the Company to allot, issue and deal with additional shares pursuant to resolution no. 6A above be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution no. 6B above, provided that such an amount shall not exceed 10 per cent of the aggregate nominal amount of the total issued share capital of the Company as at the date of passing this resolution.”

1. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT the authorised share capital of the Company be and is hereby increased from HK$20,000,000 to HK$100,000,000 by the addition of HK$80,000,000 divided into 32,000,000,000 new Shares of HK$0.0025 each.”

1. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the ordinary shares of HK$0.0025 each in the capital of the Company (representing a maximum of 10 per cent of the ordinary shares of the Company in issue as at the date of passing this resolution) which may be issued pursuant to the exercise of options granted under the Company’s share option scheme adopted on 23 September 2002 (“Scheme”), the scheme limit on grant of options under the Scheme and any other share option scheme(s) of the Company be refreshed so that it be and is hereby increased to that number of shares equal to 10 per cent of the ordinary shares of the Company in issue as at the date of passing this resolution (“Refreshed Mandate Limit”) and any director of the Company be and is hereby authorised to do such act and execute such document to effect the Refreshed Mandate Limit.”

By order of the Board Yu Wai Man

Company Secretary

Hong Kong, 31 July 2007

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NOTICE OF ANNUAL GENERAL MEETING

Head Office and Principal Place of Business in Hong Kong: Unit 3808, 38th Floor

West Tower, Shun Tak Centre 168-200 Connaught Road Central Hong Kong

Notes:

1. The register of members of the Company will be closed from Friday, 3 August 2007 to Thursday, 9 August 2007, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all share certificates with duly completed transfer forms must be lodged with the Company’s branch registrar in Hong Kong, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. Thursday, 2 August 2007.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. An explanatory statement containing further details regarding the resolution no. 6B above is set out in Appendix II to this circular.

As at the date of this notice, the board of the directors of the Company 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.

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