IMPORTANT

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Four Seas Mercantile Holdings Limited (the “Company”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker 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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FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 374)

PROPOSALS INVOLVING

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND AMENDMENTS TO ARTICLES OF ASSOCIATION AND

RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an Annual General Meeting of Four Seas Mercantile Holdings Limited to be held at Hotel Nikko Hong Kong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Friday, 1 September 2006 at 12:00 noon is set out on pages 14 to 16 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong share registrars, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or adjourned meeting. Completion and return of the form of proxy will not prevent shareholders from attending and voting at the Annual General Meeting or any adjourned meeting thereof if they so wish.

28 July 2006

DEFINITIONS

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

“Annual General Meeting” which is set out on pages 14 to 16 of this circular; “Articles of Association” the articles of association of the Company;

the annual general meeting of the Company to be held at Hotel Nikko Hong Kong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Friday, 1 September 2006 at 12:00 noon, notice of which is set out on pages 14 to 16 of this circular;

“associate” has the same meaning as defined in the Listing Rules;
“Board” the board of Directors; “Buyback Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares as set out in resolution no. 5 in the notice convening the Annual General Meeting;

“Company” Four Seas Mercantile Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange;

“connected person(s)” has the same meaning as defined in the Listing Rules;
“Director(s)” the director(s) of the Company;
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;
“Issuance Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares as set out in resolution no. 6 in the notice convening the Annual General Meeting;
“Latest Practicable Date” 24 July 2006, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time;
“Share(s)” ordinary shares of HK$0.10 each in the capital of the Company; “Shareholder(s)” the holder(s) of the Shares;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Takeovers Code” The Hong Kong Code on Takeovers and Mergers; and
“HK$” Hong Kong dollar, the lawful currency of Hong Kong.

LETTER FROM THE BOARD

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FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 374)

Board of Directors:

Executive Directors TAI Tak Fung, Stephen, JP (Chairman) WU Mei Yung, Quinly MAN Wing Cheung, Ellis CHAN Siu Ling, Doris YIP Wai Keung WU Wing Biu

Independent Non-Executive Directors LEUNG Mei Han CHAN Yuk Sang, Peter Hiroshi ZAIZEN

Registered Office: The Offices of Caledonian Bank & Trust Limited Caledonian House 69 Dr. Roy’s Drive P.O. Box 1043 GT George Town Grand Cayman Cayman Islands British West Indies

Principal Place of Business in Hong Kong: Four Seas Group Building No. 1 Hong Ting Road Sai Kung Hong Kong

28 July 2006

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND AMENDMENTS TO ARTICLES OF ASSOCIATION AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the Annual General Meeting for the approval of (i) the granting of the Buyback Mandate and the Issuance Mandate to the Directors; (ii) the amendments to the Articles of Association of the Company; and (iii) the proposed re-election of the retiring Directors.

LETTER FROM THE BOARD

II. GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

The Listing Rules contain provisions to regulate the repurchase by companies with primary listings on the Stock Exchange of their own Shares on the Stock Exchange, the exercise of powers of the Company to allot and issue Shares and the extension of the Issuance Mandate by the number of Shares repurchased.

Ordinary resolutions will be proposed at the Annual General Meeting for the approval of (i) the granting of the Buyback Mandate to the Directors to repurchase Shares up to a maximum of 10% of the issued share capital of the Company at the date of passing the relevant resolution, (ii) the Issuance Mandate to the Directors to issue Shares up to a maximum of 20% of the issued share capital of the Company at the date of passing of the relevant resolution, and (iii) the extension of the Issuance Mandate by the number of Shares repurchased.

As at the Latest Practicable Date, there was a total of 399,565,640 Shares in issue. Subject to the passing of the resolution granting the Issuance Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to issue a maximum of 79,913,128 Shares.

The authority conferred on the Directors of the Company by these mandates will continue in force until the conclusion of the next annual general meeting of the Company; the revocation or variation of the authority by ordinary resolution of the Shareholders in general meeting; and the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held, whichever is the earlier.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the grant of the Buyback Mandate. An explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

III. AMENDMENTS TO ARTICLES OF ASSOCIATION

Appendix 3 to the Listing Rules sets out certain provisions with which a listed company’s articles of association should conform. In addition to Appendix 3, the articles of association of issuers incorporated in the Cayman Islands are required to conform with the provisions set out in Part B of Appendix 13 to the Listing Rules.

To reflect the minor and housekeeping amendments to Appendix 3 and Part B of Appendix 13 to the Listing Rules which came into effect on 1 March 2006, a special resolution will be proposed at the Annual General Meeting to amend Article 109(h) and Article 125 of the Articles of Association to provide that a Director may be removed by an ordinary resolution in general meeting instead of a special resolution.

IV. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, Dr. Tai Tak Fung, Stephen, Dr. Wu Mei Yung, Quinly, Mr. Man Wing Cheung, Ellis, Mdm. Chan Siu Ling, Doris, Mr. Yip Wai Keung and Mr. Wu Wing Biu are executive directors, and Mdm. Leung Mei Han, Mr. Chan Yuk Sang, Peter and Mr. Hiroshi Zaizen are independent non-executive directors of the Company.

LETTER FROM THE BOARD

Pursuant to the Articles 101 and 119 of the Articles of Association, Dr. Tai Tak Fung, Stephen, Dr. Wu Mei Yung, Quinly, Mr. Wu Wing Biu, Mr. Chan Yuk Sang, Peter, Mdm. Chan Siu Ling, Doris and Mr. Hiroshi Zaizen shall retire from the office at the Annual General Meeting and shall be eligible for reelection. Details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix III to this circular.

V. ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 14 to 16 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate, the granting of the Issuance Mandate, the extension of the Issuance Mandate to issue new Shares, the amendments to the Articles of Association, as well as the proposed re-election of retiring Directors.

A form of proxy for use at the Annual General Meeting is enclosed with the annual report for the year ended 31 March 2006. Such form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk). To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company’s Hong Kong share registrars, Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting at the Annual General Meeting or at any adjourned meeting thereof should you so wish.

VI. RECOMMENDATION

The Directors consider that (i) the proposed granting of the Buyback Mandate, the granting of the Issuance Mandate and the extension of the Issuance Mandate to issue new Shares; (ii) the proposed amendments to the Articles of Association; and (iii) the proposed re-election of retiring Directors are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Your attention is also drawn to the additional information set out in the Appendix I (Explanatory statement on proposed granting of Buyback Mandate), Appendix II (Procedures by which members may demand a poll at general meeting pursuant to the Articles of Association) and Appendix III (Details of Directors proposed to be re-elected at Annual General Meeting) to this circular.

Yours faithfully, For and on behalf of the Board

Dr. Tai Tak Fung, Stephen, SBS, JP Chairman

EXPLANATORY STATEMENT ON PROPOSED GRANTING OF BUYBACK MANDATE

APPENDIX I

1. REASONS FOR SHARE BUYBACK

The Directors believe that the proposed granting of the Buyback Mandate is in the interests of the Company and its Shareholders.

At any time in the future when Shares are trading at a discount to their underlying value, the ability of the Company to repurchase Shares will be beneficial to those Shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company and thereby resulting in an increase in net assets and/or earnings per share of the Company. Although the Directors have no present intention of repurchasing any Shares, they believe that the flexibility afforded by the Buyback Mandate would be beneficial to the Company and its Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 399,565,640 Shares of HK$0.10 each.

Subject to the passing of the ordinary resolution no. 5 set out in the notice of the Annual General Meeting and on the basis that no Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Buyback Mandate to repurchase a maximum of 39,956,564 Shares during the period in which the Buyback Mandate remains in force.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association, the laws of Cayman Islands and other applicable laws.

Shares shall not be repurchased for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. The Directors propose that repurchases of Shares under the Buyback Mandate in these circumstances would be financed from the Company’s internal resources or existing banking facilities.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2006) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Buyback 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. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are purchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

EXPLANATORY STATEMENT ON PROPOSED GRANTING OF BUYBACK MANDATE

APPENDIX I

4. MARKET PRICES OF SHARES

The highest and lowest market prices for Shares recorded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Share Prices	Share Prices
	(per Share)
	Highest	Lowest
	HK$	HK$
2005
July	2.7000	2.6000
August	2.6250	2.6250
September	–	–
October	2.6000	2.4000
November	2.8000	2.6000
December	2.8000	2.5000
2006
January	–	–
February	2.9000	2.7000
March	2.9000	2.9000
April	2.9000	2.9000
May	–	–
June	–	–
July (up to Latest Practicable Date)	2.8000	2.8000

5. DISCLOSURE OF INTEREST

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases under the Buyback Mandate in accordance with the Listing Rules and the laws of Cayman Islands.

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of such increase, could increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

The Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Buyback Mandate.

EXPLANATORY STATEMENT ON PROPOSED GRANTING OF BUYBACK MANDATE

APPENDIX I

As at the Latest Practicable Date prior to the printing of this circular, Special Access Limited (“SAL”) and Careful Guide Limited (“CGL”) were interested in 81,250,000 Shares and 82,000,000 Shares representing 20.34% and 20.52% of the issued share capital of the Company respectively, making an aggregate holding of 163,250,000 Shares representing 40.86% of the issued share capital of the Company. SAL is wholly owned by Dr. Tai Tak Fung, Stephen and Dr. Wu Mei Yung, Quinly, executive directors of the Company and CGL is owned by a discretionary trust, the Tai Family Trust, the eligible beneficiaries of which include members of the family of Dr. Tai Tak Fung, Stephen and Dr. Wu Mei Yung, Quinly. Besides, as at the Latest Practicable Date, Four Seas Food Investment Holdings Limited (“FSFH”), a substantial Shareholder of the Company and the shares of which are listed on the main board of the Stock Exchange, was interested in 110,354,000 Shares, representing 27.62% of the total issued share capital of the Company. FSFH is owned as to 0.07% by the Company, 1.84% by Dr. Tai Tak Fung, Stephen, as to 20.38% by SAL, and as to 11.91% by CGL. As Dr. Wu Mei Yung, Quinly is the spouse of Dr. Tai Tak Fung, Stephen, Dr. Wu Mei Yung, Quinly is deemed to be interested in Dr. Tai Tak Fung, Stephen’s interests in the Shares and vice versa. Dr. Tai Tak Fung, Stephen and Dr. Wu Mei Yung, Quinly are therefore deemed to be interested in 273,604,000 Shares, representing 68.48% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the ordinary resolution to be proposed at the Annual General Meeting, the interests of Dr. Tai Tak Fung, Stephen and Dr. Wu Mei Yung, Quinly would be increased to approximately 76.08% of the Company’s total issued share capital.

The Directors have no intention to exercise the Buyback Mandate to such an extent as will result in the number of Shares in the hands of the public falling below the prescribed minimum aggregate percentage (under the Listing Rules) of 25%.

None of the Directors, and to the best of their knowledge having made all reasonable enquiries, nor any associates of the Directors, have any present intention to sell Shares to the Company in the event that the Buyback Mandate is approved by Shareholders.

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company, in the event that the Buyback Mandate is approved by its Shareholders.

6. SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the last six months immediately preceding the Latest Practicable Date.

PROCEDURES BY WHICH MEMBERS MAY DEMAND A POLL AT GENERAL MEETING PURSUANT TO THE ARTICLES OF ASSOCIATION

APPENDIX II

The following is setting out the procedures by which the members may demand a poll at the Annual General Meeting.

According to the current Articles of Association, at any general meeting a resolution put to the vote at the meeting shall be decided on a show of hands unless (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 required under the rules of the Stock Exchange or a poll is duly demanded. A poll may be 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 the 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 the Shares conferring that right.

APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

The following are the particulars of the six Directors proposed to be re-elected at the Annual General Meeting to be held on 1 September 2006:

(1) Dr. Tai Tak Fung , Stephen, SBS, JP, PhD (honoris causa), aged 58, has been an executive director of the Company since June 1993. Dr. Tai is the founder and chairman of the Group, responsible for corporate strategies, policies and planning. He holds Honorary Doctorate of Philosophy from Morrison University in the United States and Doctor of Philosophy in Business Administration (honoris causa) from Southern California University for Professional Studies in the United States. He is a member of the Chinese People’s Political Consultative Conference, a member of the Chinese People’s Political Consultative Conference Canton Standing Committee and the Visiting Professor of South China Normal University. Dr. Tai holds several public positions, including the president of Hong Kong Foodstuffs Association Limited, the president of Hong Kong Japan Confectionery, Biscuit & Foodstuff Association, the chairman of Guangdong Chamber of Foreign Investors, the consultant of China National Food Industry Association, the International Economic Adviser of the People’s Government of Hebei Province, member of the Greater Pearl River Delta Business Council and member of the Trade and Industry Advisory Board of HKSAR. He received a number of awards and accolades, including the World Outstanding Chinese Award, the 30th Food Industry Distinguished Service Award, Letter of Appreciation from the Food & Marketing Bureau of the Ministry of Agriculture, Forestry and Fishery of Japan, the Outstanding Contribution Award of China National Food Industry, the Top 10 Outstanding People of Asia Management Innovation Award, the Top 10 Famous People of China Innovative Branding Award, “Honourable Citizen of Shantou” and “Honourable Citizen of Guangzhou” in Mainland China. He is also the chairman of Four Seas Food Investment Holdings Limited, a substantial shareholder of the Company and the shares of which are listed on the Stock Exchange, and a director of Careful Guide Limited and Special Access Limited, the substantial shareholders of the Company. He does not hold any directorship in other listed public companies in the last three years saved as disclosed above.

Dr. Tai is the spouse of Dr. Wu Mei Yung, Quinly, an executive director of the Company, and the brother-in-law of Mr Wu Wing Biu, an executive director of the Company. Save as disclosed herein, Dr. Tai does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Dr. Tai has a total interest of 273,604,000 Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Dr. Tai has entered into a service contract with the Company for an initial term of two years commencing on 1 April 2006 and will continue thereafter until terminated by either party by serving a notice in writing to the other of not less than three calendar months in accordance with the terms of the service contract. He is subject to retirement by rotation pursuant to Article 119 of the Articles of Association. A retiring Director shall be eligible for reelection.

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

APPENDIX III

He is entitled to emoluments of HK$3,480,000 per annum comprising director’s fee, salary as well as other benefits in kind and allowances and he is entitled to discretionary management bonus. Such emoluments are determined by the Board from time to time pursuant to the power given to it under the Articles of Association.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in respect of the above retiring Director and there are no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of the above retiring Director.

(2) Dr. Wu Mei Yung, Quinly, PhD (honoris causa), aged 53, has been an executive director of the Company since June 1993. Dr, Wu is a co-founder and the managing director of the Group, responsible for the Group’s business strategic development and planning, formulation of human resources, merchandising and purchasing strategies, and managing the operations of the business of the Group in accordance with the strategic goals of the Group. She has more than 31 years’ experience in the food and confectionery business. Dr. Wu is also a director of Careful Guide Limited and Special Access Limited, the substantial shareholders of the Company. Dr. Wu does not hold any directorships in other listed public companies in the last three years saved as dislcosed above.

Dr. Wu is the spouse of Dr. Tai Tak Fung, Stephen, the chairman and an executive director of the Company, and the sister of Mr. Wu Wing Biu, an executive director of the Company. Save as disclosed herein, Dr. Wu does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Dr. Wu has a total interest of 273,604,000 Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Dr. Wu has entered into a service contract with the Company for an initial term of two years commencing on 1 April 2006 and will continue thereafter until terminated by either party by serving a notice in writing to the other of not less than three calendar months in accordance with the terms of the service contract. She is subject to retirement by rotation pursuant to Article 119 of the Articles of Association. A retiring Director shall be eligible for reelection.

She is entitled to emoluments of HK$1,040,000 per annum comprising director’s fee, salary as well as other benefits in kind and allowances and she is entitled to discretionary management bonus. Such emoluments are determined by the Board from time to time pursuant to the power given to it under the Articles of Association.

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

APPENDIX III

(3) Mr. Wu Wing Biu, aged 47, has been an executive director of the Company since June 1993. Mr. Wu is responsible for merchandising and purchasing management of the Group as well as assisting in the establishment of closely relationship with suppliers. He has more than 21 years’ experience in the food and confectionery industry. Mr. Wu joined the Group in 1978. Mr. Wu does not hold any directorships in other listed public companies in the last three years saved as disclosed above.

Mr. Wu is the brother-in-law of Dr. Tai Tak Fung, Stephen, the chairman and an executive director of the Company, and the brother of Dr. Wu Mei Yung, Quinly, an executive director of the Company. Save as disclosed herein, Mr. Wu does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Wu did not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Wu has entered into a service contract with the Company for an initial term of two years commencing on 1 April 2006 and will continue thereafter until terminated by either party by serving a notice in writing to the other of not less than three calendar months in accordance with the terms of the service contract. He is subject to retirement by rotation pursuant to Article 119 of the Articles of Association. A retiring Director shall be eligible for re-election.

He is entitled to emoluments of HK$728,000 per annum comprising director’s fee, salary as well as other benefits in kind and allowances and he is entitled to discretionary management bonus. Such emoluments are determined by the Board from time to time pursuant to the power given to it under the Articles of Association.

(4) Mr. Chan Yuk Sang, Peter, aged 60, has been an independent non-executive director of the Company since July 2000. Mr. Chan was the chairman of a listed company on the Stock Exchange until July 2002 and was a senior general manager of a local bank until November 1998. Mr. Chan was also a director of a listed company in Hong Kong from 1993 to 1995 and an executive director of a joint Chinese-foreign bank in Shenzhen until 1995. He has more than 36 years’ experience in the banking and finance industry. Mr. Chan is currently an independent non-executive director of Gome Electrical Appliances Holdings Ltd., a company listed on the Main Board of the Stock Exchange. He does not hold any directorship in other listed public companies in the last three years saved as disclosed above.

APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

Mr. Chan does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Chan did not have any interests in Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

There is no service contract entered into between the Company and Mr. Chan. He is subject to retirement by rotation pursuant to Article 119 of the Articles of Association. A retiring Director shall be eligible for re-election.

Mr. Chan is entitled to a director’s fee of HK$80,000 per annum, which is determined by the Board from time to time pursuant to the power given to it under the Articles of Association. He is not entitled to discretionary management bonus.

(5) Mdm. Chan Siu Ling, Doris, aged 53, has been appointed as an executive director of the Company since 24 January 2006. Mdm. Chan is the deputy managing director of the Group, responsible for general administration and human resources of the Group as well as the supervision of restaurant and retail businesses. She holds a certificate in public management from the University of California, Berkeley. She has more than 28 years’ working experience in the government and statutory organizations. Her various appointments included Chief Executive Officer in the Hong Kong Civil Service Bureau, the Trade and Industry Department and the Hospital Authority. She was the Head of Human Resources and Administration of the Airport Authority Hong Kong and a member of its Executive Committee. She worked in the Group as assistant managing director from January 2001 to September 2004. Mdm. Chan does not hold any directorships in other listed public companies in the last three years saved as disclosed above.

Mdm. Chan does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mdm. Chan did not have any interests in Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mdm. Chan has entered into a service contract with the Company for an initial term of two years commencing on 24 January 2006 and will continue thereafter until terminated by either party by serving a notice in writing to the other of not less than three calendar months in accordance with the terms of the service contract. She is subject to retirement by rotation and re-election pursuant to Articles 101 and 119 of the Articles of Association. A retiring Director shall be eligible for re-election.

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

APPENDIX III

She is entitled to emoluments of HK$1,482,000 per annum comprising director’s fee, salary as well as other benefits in kind and allowances (or a pro rata amount for the duration of her directorship for an incomplete year) and she is entitled to discretionary management bonus. Such emoluments are determined by the Board from time to time pursuant to the power given to it under the Articles of Association.

(6) Mr. Hiroshi Zaizen, aged 72, has been appointed as an independent non-executive director of the Company since 4 July 2006. Mr. Zaizen is a corporate advisor of Mitsubishi Corporation. He is a graduate of Waseda University. He was decorated for the Knight of the Order of the Dannebrog from The Queen of Royal Denmark. Between the years 1988 and 1998, Mr. Zaizen was a chairman and managing director of Mitsubishi Corporation (Hong Kong) Limited and an executive vice president and representing director of Mitsubishi Corporation. Mr. Zaizen holds several public positions including the president of JapanHong Kong Business Association, Counselor of Japan/Denmark Association, a member of Executive Committee of Federation of Hong Kong Business Associations Worldwide, a member of Japan/Canada Forum and a member of Japan Hong Kong Business Committee. He has an extensive business and management experience in food industries. Mr. Zaizen does not hold any directorships in other listed public companies in Hong Kong in the last three years saved as disclosed above.

Mr. Zaizen does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Zaizen did not have any interests in Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

There is no service contract entered into between the Company and Mr. Zaizen. He is subject to retirement by rotation pursuant to Articles 101 and 119 of the Articles of Association. A retiring Director shall be eligible for re-election.

Mr. Zaizen is entitled to a director’s fee of HK$80,000 per annum (or a pro rata amount for the duration of his directorship for an incomplete year), which is determined by the Board from time to time pursuant to the power given to it under the Articles of Association. He is not entitled to discretionary management bonus.

NOTICE OF ANNUAL GENERAL MEETING

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FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 374)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Four Seas Mercantile Holdings Limited will be held at Hotel Nikko Hong Kong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Friday, 1 September 2006, at 12:00 noon for the following purposes:

To receive and consider the Audited Consolidated Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31 March 2006.
To declare a final dividend.
To elect Directors and to authorise the Directors to fix their remuneration.
To appoint Auditors and to authorise the Directors to fix their remuneration.
As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT

(a) the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its Shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
(b) the total nominal amount of Shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of passing of this resolution and the said approval shall be limited accordingly; and
(c) for the purpose 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s Shareholders in general meeting; and

NOTICE OF ANNUAL GENERAL MEETING

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.”;
As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT

(a) the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional Shares of the Company and to make or grant offers, agreements and options which would or might require Shares to be allotted, issued or dealt with during or after the end of the Relevant Period (as defined below), be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to (i) a rights issue where Shares are offered to Shareholders on a fixed record date in proportion to their then holdings of Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong) or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible grantee pursuant to the scheme of Shares or rights to acquire Shares of the Company, or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the Articles of Association of the Company, the total nominal amount of additional Shares to be issued, allotted, dealt with or agreed conditionally or unconditionally to be issued, allotted or dealt with shall not in total exceed 20% of the total nominal amount of the share capital of the Company in issue on the date of passing of this resolution and the said approval shall be limited accordingly; and
(b) for the purpose 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s Shareholders in general meeting; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.”;

NOTICE OF ANNUAL GENERAL MEETING

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

“THAT the general mandate granted to the Directors of the Company pursuant to resolution no. 6 above and for the time being in force to exercise the powers of the Company to allot Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the total nominal amount of Shares in the capital of the Company repurchased by the Company pursuant to the exercise by the Directors of the Company of the powers of the Company to purchase such Shares since the granting of such general mandate referred to in the above resolution no. 5, provided that such amount shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of passing of this resolution.”; and

As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as a Special Resolution:

“ THAT the Articles of Association of the Company be and are hereby amended by (i) deleting the words “a special resolution” as appears in Article 109(h) and replacing the same with the words “an ordinary resolution”; and (ii) deleting the words “special resolution” as appears in both the subject description note at the margin and the first line of Article 125 and replacing the same with the words “ordinary resolution”.”.

By Order of the Board LEUNG Tin Chi, Wallace Company Secretary

Hong Kong, 28 July 2006

Notes:

(a) The Register of Members will be closed from Thursday, 24 August 2006 to Friday, 1 September 2006 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for the proposed final dividend, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrars in Hong Kong, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 23 August 2006.
(b) A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.
(c) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s share registrars in Hong Kong, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting.
(d) A circular setting out further information regarding Resolutions 5 to 8 above will be sent to the Shareholders together with the 2006 Annual Report.

As at the date of this document, the Board of the Company comprises Dr. Tai Tak Fung, Stephen, Dr. Wu Mei Yung, Quinly, Mr. Man Wing Cheung, Ellis, Mdm. Chan Siu Ling, Doris, Mr. Yip Wai Keung and Mr. Wu Wing Biu as executive directors, and Mdm. Leung Mei Han, Mr. Chan Yuk Sang, Peter and Mr. Hiroshi Zaizen as independent non-executive directors.

AI assistant

Le Saunda Holdings Limited Proxy Solicitation & Information Statement 2006

49436_rns_2006-07-28_d4b854c1-9aba-4ae8-9d7d-5158fcb9b75f.pdf

IMPORTANT

FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司

PROPOSALS INVOLVING

RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司

I. INTRODUCTION

II. GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

III. AMENDMENTS TO ARTICLES OF ASSOCIATION

IV. RE-ELECTION OF DIRECTORS

V. ANNUAL GENERAL MEETING

VI. RECOMMENDATION

1. REASONS FOR SHARE BUYBACK

2. SHARE CAPITAL

3. FUNDING OF REPURCHASES

4. MARKET PRICES OF SHARES

5. DISCLOSURE OF INTEREST

6. SHARE REPURCHASES MADE BY THE COMPANY

FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司

“ THAT

“ THAT

AI assistant

Le Saunda Holdings Limited — Proxy Solicitation & Information Statement 2006

49436_rns_2006-07-28_d4b854c1-9aba-4ae8-9d7d-5158fcb9b75f.pdf

IMPORTANT

FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司

PROPOSALS INVOLVING

RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司

I. INTRODUCTION

II. GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

III. AMENDMENTS TO ARTICLES OF ASSOCIATION

IV. RE-ELECTION OF DIRECTORS

V. ANNUAL GENERAL MEETING

VI. RECOMMENDATION

1. REASONS FOR SHARE BUYBACK

2. SHARE CAPITAL

3. FUNDING OF REPURCHASES

4. MARKET PRICES OF SHARES

5. DISCLOSURE OF INTEREST

6. SHARE REPURCHASES MADE BY THE COMPANY

FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司

“ THAT

“ THAT

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Le Saunda Holdings Limited Proxy Solicitation & Information Statement 2006