Founder Holdings Limited — Proxy Solicitation & Information Statement 2007

Jun 22, 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 and Hong Kong Securities Clearing Company Limited take 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)

PROPOSED SUBDIVISION OF SHARES

AND CHANGE OF BOARD LOT SIZE

Financial adviser to New Century Group Hong Kong Limited

A notice convening a special 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 Thursday, 12 July 2007 at 10:00 a.m., is set out on pages 9 to 10 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

25 June 2007

CONTENTS

	Page
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Conditions of the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reasons for the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Adjustments to share options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Change of board lot size . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Listing and dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Arrangement for exchange of share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

EXPECTED TIMETABLE

The expected timetable for implementation of the Share Subdivision and the relevant trading arrangements are as follows:

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Latest time for lodging form of proxy for the SGM . . . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday, 10 July

SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Thursday, 12 July Effective date for the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 13 July

Free exchange of existing green share certificates

(“Old Share Certificates”) for new yellow share certificates (“New Share Certificates”) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 13 July

Original counter for trading in Shares in board lots of 4,000 Shares closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 13 July

Temporary counter for trading in Subdivided Shares in board lots of 16,000 Subdivided Shares (in the form of Old Share Certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 13 July

Original counter for trading in Subdivided Shares in new board lots of 8,000 Subdivided Shares (in the form of New Share Certificates) re-opens . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 27 July Parallel trading in Subdivided Shares (in the form of New Share Certificates and Old Share Certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 27 July Temporary counter for trading in Subdivided Shares in board lots of 16,000 Subdivided Shares

(in the form of Old Share Certificates) closes . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 17 August Last day for parallel trading in Subdivided Shares (in the form of New Share Certificates and Old Share Certificates) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 17 August Last day for free exchange of Old Share Certificates for New Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 24 August

Further announcement will be made if there are any changes to the above timetable. All time references in this circular refer to Hong Kong time.

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DEFINITIONS

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

“Board” board of Directors “CCASS” the Central Clearing and Settlement System established and operated by HKSCC “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 “Directors” directors of the Company “Group” the Company and its subsidiaries “HKSCC” Hong Kong Securities Clearing Company Limited “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “SGM” the special 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 Thursday, 12 July 2007 at 10:00 a.m. for the purpose of considering, and if thought fit, approving the Share Subdivision “Shareholder(s)” holder(s) of Share(s) or Subdivided Share(s), as the case may be “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Share Option Scheme” the share option scheme adopted by the Company on 23 September 2002 “Share Subdivision” the subdivision of Shares whereby each existing issued and unissued Share of HK$0.01 each in the share capital of the Company will be subdivided into 4 Subdivided Shares, being HK$0.0025 each in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

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DEFINITIONS

“Subdivided Share(s)” “HK$”

ordinary share(s) of HK$0.0025 each in the share capital of the Company upon completion of the Share Subdivision

Hong Kong dollars

3

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

25 June 2007

To Shareholders

Dear Sir or Madam,

PROPOSED SUBDIVISION OF SHARES AND CHANGE OF BOARD LOT SIZE

INTRODUCTION

The Company made an announcement dated 5 June 2007 in relation to the proposed Share Subdivision, whereby each existing issued and unissued Shares of HK$0.01 each in the share capital of the Company will be subdivided into 4 Subdivision Shares, being HK$0.0025 each in the share capital of the Company. Upon the Share Subdivision becoming effective, the board lot size of Shares will also be changed from 4,000 Shares to 8,000 Subdivided Shares.

* For identification only

4

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among others, (i) information on the Share Subdivision, the change of board lot size and the arrangement for exchange of share certificates; and (ii) notice of SGM.

SHARE SUBDIVISION

The Company proposes the Share Subdivision, whereby each existing issued and unissued Shares of HK$0.01 each in the share capital of the Company will be subdivided into 4 Subdivided Shares, being HK$0.0025 each in the share capital of the Company.

CONDITIONS OF THE SHARE SUBDIVISION

The Share Subdivision is conditional upon, among other matters:

• (a) the Shareholders at the SGM having passed an ordinary resolution approving the Share Subdivision; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, all Subdivided Shares.

Application has been made to the Listing Committee of the Stock Exchange for the granting of listing of, and permission to deal in, the Subdivided Shares in issue and the Subdivided Shares to be issued under the Share Option Scheme upon the Share Subdivision becoming effective.

REASONS FOR THE SHARE SUBDIVISION

The Board believes the Share Subdivision will improve the liquidity in trading of shares of the Company and thereby would attract more investors and widen the Shareholders’ base. The Share Subdivision coupled with change in board lot size would enable investors to reduce the investment amount in trading for one board lot of the Subdivided Shares. Accordingly, the Board considers that the Share Subdivision is in the interests of the Company and the Shareholders as a whole. Other than the expenses to be incurred in relation to the Share Subdivision, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders. The Subdivided Shares will rank pari passu in all respects with each other and the Share Subdivision will not result in any change in relative rights of the Shareholders.

SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company is HK$20,000,000 divided into 2,000,000,000 Shares, of which 1,352,687,787 Shares have been issued and fully paid or credited as fully paid and 647,312,213 Shares are unissued. Assuming no further Shares will be issued or repurchased after the Latest Practicable Date, upon the Share Subdivision becoming effective, the authorised share capital of the Company will be HK$20,000,000 divided into 8,000,000,000 Subdivided Shares, of which 5,410,751,148 Subdivided Shares will be in issue and 2,589,248,852 Subdivided Shares will remain unissued.

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LETTER FROM THE BOARD

ADJUSTMENTS TO SHARE OPTIONS

As at the Latest Practicable Date, there were outstanding options to subscribe for 57,200,000 new Shares granted pursuant to the Share Option Scheme. The Share Subdivision may lead to adjustment to the exercise prices and the number of the Subdivided Shares which may fall to be issued upon exercise of outstanding options. Further announcement of the Company will be made in this regard.

CHANGE OF BOARD LOT SIZE

Shares are currently traded in board lots of 4,000 Shares. Upon the Share Subdivision becoming effective, the Subdivided Shares will be traded in board lots of 8,000 Subdivided Shares. No odd lot of the Subdivided Shares will be resulted from the Share Subdivision other than those already existed before the Share Subdivision becoming effective. Therefore, there will be no odd lot arrangement.

LISTING AND DEALING

An application has been made to the Stock Exchange for the listing of, and permission to deal in, the Subdivided Shares arising from the Share Subdivision becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

For those persons whose interests in the Company are currently held through CCASS, dealings in the Subdivided Shares are expected to be capable of settlement through CCASS with effect from commencement date of dealings in the Subdivided Shares on the Stock Exchange and without any need to the part of such persons to deposit the New Shares Certificates in respect of the Subdivided Shares with CCASS.

ARRANGEMENT FOR EXCHANGE OF SHARE CERTIFICATES

If the Share Subdivision becomes effective, the Old Share Certificates will only be valid for delivery, trading and settlement purpose for the period up to 4:00 p.m. on Friday, 17 August 2007 and thereafter will not be accepted for delivery, trading and settlement purpose. However, the Old Share Certificates will continue to be good evidence of legal title to the Subdivided Shares on the basis of 1 Share for 4 Subdivided Shares and may be exchanged for the New Share Certificates (i) free of charge at any official time between 9:30 a.m. to 4:00 p.m. on Friday, 13 July 2007 and Friday, 24 August 2007 (both dates inclusive); or (ii) upon payment of a prescribed fee of HK$2.50 per share certificate (or such amount as may from time to time be determined by the Stock Exchange) at any time after 4:00 p.m. on Friday, 24 August 2007. Shareholders are requested to submit their Old Share Certificates to Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in exchange for the

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LETTER FROM THE BOARD

New Share Certificates. It is expected that the New Share Certificates will be available for collection within a period of 10 business days after submission of the Old Share Certificates. The New Share Certificates will be in yellow in order to be distinguished from the Old Share Certificates which are in green.

SGM

A notice convening the SGM, at which an ordinary resolution will be proposed to consider and, if thought fit, to approve the Share Subdivision, is set out on pages 9 to 10 of this circular.

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 accompanied form of proxy in accordance with the instructions printed thereon and return the same to the Company’s principal place of business 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 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.

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:

• (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.

7

LETTER FROM THE BOARD

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.

RECOMMENDATION

The Directors are of the opinion that the Share Subdivision is in the interest of the Company and its Shareholders and recommend the Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the Share Subdivision.

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

8

NOTICE OF SGM

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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 a special 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 Thursday, 12 July 2007 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subdivided Shares (as defined below), every share of HK$0.01 each in the issued and unissued share capital of the Company be and is hereby subdivided into four shares of HK$0.0025 each (the “Subdivided Shares”) without affecting any existing rights attached to the shares of the Company (the “Share Subdivision”) and that 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 Share Subdivision.”

By order of the Board Yu Wai Man Company Secretary

Hong Kong, 25 June 2007

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

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

Notes:

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

* For identification only

9

NOTICE OF SGM

1. 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.

2. The instrument appointing a proxy and (if required by the board) the power of attorney or other authority (if any) under which it is signed, 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.

3. 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.

4. 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 nonexecutive directors.

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