Luen Thai Holdings Limited — Proxy Solicitation & Information Statement 2006

Apr 28, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Luen Thai Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

LUEN THAI HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 311)

Executive Directors: Tan Siu Lin (Chairman) Tan Henry Tan Willie Tan Cho Lung, Raymond Mok Siu Wan, Anne

Head office and principal place of business: 5th Floor Nanyang Plaza 57 Hung To Road Kwun Tong Kowloon Hong Kong

Independent Non-executive Directors: Chan Henry Cheung Siu Kee Seing Nea Yie

28 April 2006

To the shareholders of Luen Thai Holdings Limited

Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING, PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND APPOINTMENT AND RE-DESIGNATION OF DIRECTORS

On 3 June 2005, resolutions were passed by shareholders of the Company giving general unconditional mandates to the Directors of the Company to:

• (a) allot, issue and otherwise deal with additional shares of the Company not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at 3 June 2005;

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• (b) repurchase shares not exceeding 10% of the aggregate nominal value of the shares in issue as at 3 June 2005; and

• (c) add to the general mandate for issuing shares of the Company set out in (a) above the number of shares repurchased by the Company pursuant to the Repurchase Mandate set out in (b) above.

The above general mandates will expire at the conclusion of the 2006 annual general meeting, unless renewed at that meeting. The purpose of this circular is to provide you with the information on the proposals for:

• (a) general mandate to issue new shares (“Issue Mandate”)

• (b) general mandate to repurchase shares (“Repurchase Mandate”)

• (c) extension of the Issue Mandate to the number of shares which are repurchased pursuant to the Repurchase Mandate

Resolutions will therefore be proposed at the 2006 annual general meeting of the Company (“2006 Annual General Meeting”) to be held at Level 6, Tower I, Millennium City One, 388 Kwun Tong Road, Kowloon on 26 May 2006 at 3:00 p.m..

LISTING RULES

In accordance with the requirements set out in the Listing Rules, the Company is required to send to shareholders an explanatory statement containing requisite information to consider the Repurchase Mandate subject to certain restrictions, which are summarized below:

SHAREHOLDERS’ APPROVAL

The Listing Rules provide that all repurchases of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval in relation to specific transactions.

SHARE CAPITAL

As at 25 April 2006, being the latest practicable date prior to the printing of this circular (“Latest Practicable Date”), the issued share capital of the Company comprised 992,500,000 shares.

Subject to the passing of the relevant ordinary resolutions and on the basis that no further shares are issued and repurchased prior to the 2006 Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 99,250,000 shares.

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REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its shareholders for the Directors to have a general authority from shareholders to enable the Company to repurchase shares in the market. Repurchase of shares will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/ or its earnings per share.

FUNDING OF REPURCHASES

Any repurchase will only be funded out of funds of the Company legally available for the purpose of making the proposed purchases in accordance with the Memorandum of Association and Articles of Association and the laws of the Cayman Islands.

EFFECT OF EXERCISING THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the Company’s audited accounts for the year ended 31 December 2005) in the event that the repurchase of shares is to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the repurchase of shares 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.

DISCLOSURE OF INTERESTS

None of the Directors and, to the best of their knowledge having made all reasonable enquiries, none of their respective associates, have any present intention, if the Repurchase Mandate is approved by shareholders, to sell any shares to the Company or its subsidiaries.

DIRECTOR’S UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

TAKEOVERS CODE CONSEQUENCES

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 deemed to be an acquisition for the purposes of the Takeovers Code. As a result, a shareholder, or a group of shareholders acting in concert, depending on the level of increase in the shareholder’s interests, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

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As at the Latest Practicable Date, Capital Glory Limited, a company beneficially owned by Helmsley Enterprises Limited which is itself held by a number of trusts (details of which are disclosed in the Prospectus of the Company dated 30 June 2004), was the beneficial owner of 614,250,000 shares representing approximately 61.89% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase shares pursuant to the Repurchase Mandate, then the shareholding of Capital Glory Limited would be increased to approximately 68.77%. In the opinion of the Directors, such increase will not give rise to a mandatory offer in accordance with Rule 26 of the Takeovers Code.

CONNECTED PERSON

No connected person has notified the Company that it has a present intention to sell shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the shareholders.

SHARE REPURCHASES MADE BY THE COMPANY

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

SHARE PRICES

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

		Share prices
	Highest	Lowest
	HK$	HK$
2005
April	3.4000	2.9250
May	3.1250	2.7750
June	3.0250	2.8500
July	2.9500	2.3250
August	2.3750	2.0750
September	2.5750	2.3250
October	2.4500	2.0250
November	2.3750	2.0750
December	2.2250	1.9700
2006
January	2.6250	2.0250
February	2.6750	2.3750
March	2.7750	2.5500

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RE-ELECTION OF DIRECTORS AT THE ANNUAL GENERAL MEETING

In accordance with the Articles of Association of the Company, Mr Tan Henry, Mr Tan Cho Lung, Raymond and Mr Chan Henry are retired and being eligible for re-election at 2006 Annual General Meeting. Details of the above Directors which are required to be disclosed by the Listing Rules are set out in Appendix to this circular.

APPOINTMENT AND RE-DESIGNATION OF DIRECTORS AT THE ANNUAL GENERAL MEETING

The Directors intend to propose a resolution to appoint Mr Tan Sunny as an Executive Director of the Company at the 2006 Annual General Meeting.

Currently, Mr Tan Willie is an Executive Director of the Company. The Directors also propose a resolution to re-designate Mr Tan Willie as a Non-Executive Director of the Company at the 2006 Annual General Meeting.

Details of Mr. Tan Sunny and Mr Tan Willie, which are required to be disclosed by the Listing Rules are also set out in Appendix to this circular.

THE ANNUAL GENERAL MEETING

The Notice convening the 2006 Annual General Meeting is set out on pages 11 to 14 of this circular.

The Annual Report incorporating the audited consolidated financial statements of the Company for the year ended 31 December 2005 and the Directors’ and auditors’ reports thereon are despatched to shareholders together with this circular.

A form of proxy for use at the 2006 Annual General Meeting is enclosed with this circular. Whether or not they intend to attend the meeting, shareholders are requested to complete and return the form of proxy to Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the 2006 Annual General Meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the 2006 Annual General Meeting should shareholders so desire.

PROCEDURE BY WHICH A POLL MAY BE DEMANDED

Under Article 66 of the Articles of Association, at any general meeting on a show of hands every shareholder present in person (or being a corporation, is present by a duly authorized representative), or by proxy shall have one vote and on a poll every shareholder present in person or by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative shall have one vote for every fully paid share of which he is the holder.

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A resolution put to the vote on a 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 demanded:

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

• (ii) by at least three shareholders present in person or in the case of a shareholder being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or

• (iii) by a shareholder or shareholders present in person or in the case of a shareholder being a corporation by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting; or

• (iv) by a shareholder or shareholders present in person or in the case of a shareholder being a corporation by its duly authorized 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.

RECOMMENDATION

The Directors consider that (i) the Issue Mandate (ii) the Repurchase Mandate and (iii) the extension of the Issue Mandate to the number of shares which are repurchased pursuant to the Repurchase Mandate (iv) the re-election of directors (v) the appointment and re-designation of directors are in the interests of the Company and its shareholders as a whole and accordingly the Directors, together with their associates, intend to vote in favour of the relevant resolutions in respect of their respective shareholdings in the Company and recommend shareholders to vote in favour of such relevant resolutions to be proposed at the 2006 Annual General Meeting.

Yours faithfully, Tan Siu Lin Chairman

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DETAILS OF DIRECTORS

APPENDIX

RE-ELECTION OF DIRECTORS

Mr Tan Henry, BBS , aged 52, is the Chief Executive Officer and President of the Group and son of Dr Tan Siu Lin, Chairman of the Group and brother of Mr Tan Willie and Mr Tan Cho Lung, Raymond, Executive Directors of the Company. Mr Tan is also a member of the Remuneration Committee and Bank Facility Committee. He joined the Group in January 1985 and has over 21 years of experience in apparel and logistics industries. Mr Tan is the Chairman of the Hong Kong General Chamber of Textiles Limited and is also an independent non-executive of Director of Kingboard Chemical Holdings Limited. He is a past Chairman of Po Leung Kuk, an authorized charity organization in Hong Kong. He also acts as committee member of the Chinese People’s Political Consultative Conference in Fujian (中 國人民政治協商會議福建省委員會委員 ). Mr Tan obtained his Master’s degree in Business Administration and Bachelor’s degree in Business Administration from the University of Guam. As at the Latest Practicable Date, Mr Tan held an option of 400,000 shares of the Company and had corporate interests of a total of 614,250,000 shares held by Capital Glory Limited in the issued share capital of the Company. Such interests are required to notify the Stock Exchange pursuant to Part XV of the Securities and Futures Ordinance. Details of Mr Tan’s interests in shares of the Company are provided in the Company’s Annual Report (under the ‘Report of Directors’) despatched together with this circular.

Mr Tan had entered into a service agreement with the Company for an initial fixed period of 3 years commencing 27 June 2004, and thereafter shall continue subject to termination by either the Company or Mr Tan giving 3 months’ notice in writing to the other party. Under the service agreement, the remuneration payable to Mr Tan shall be a fixed monthly salary of HK$198,000, with such increase as the Board may from time to time determine in its absolute discretion. In addition, Mr Tan is entitled to a bonus equivalent to one month’s salary on or around each Chinese New Year falling after the first anniversary of the commencement date. Mr Tan is also eligible for consideration of annual discretionary bonus which shall be of such amount as the Board may determine based on his performance. The Company has made contribution to mandatory provident fund in accordance with the applicable legal requirement. Mr Tan will also be entitled to all reasonable out-of-pocket expenses. Mr Tan’s remuneration which was determined by reference to the prevailing market condition and his knowledgeable experience for the industry.

Other than disclosed herein, Mr Tan has not held any directorships in any other listed companies for the last three years.

There is no information relating to Mr Tan that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company.

Mr Tan Cho Lung, Raymond , aged 44, is the Executive Vice President of the Group and son of Dr Tan Siu Lin, Chairman of the Group and brother of Mr Tan Henry and Mr Tan Willie, Executive Directors of the Company, responsible for the strategic development of the Group. He joined the Group in 1989 and has over 16 years of experience in the industry. Mr Tan is a member of the advisory board of the Textile Projects Vetting Committee for the Innovation and Technology Fund of the Hong Kong Special Administrative Region. He has been the recipient of Young Industrialist Award of Hong Kong and the DHL/SCMP Owner-Operator award for 2003. Mr Tan graduated with a Bachelor’s degree in Business Administration from the University of Guam. As at the Latest Practicable Date, Mr Tan holds an

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DETAILS OF DIRECTORS

APPENDIX

option of 300,000 shares of the Company and has corporate interests of a total of 614,250,000 shares held by Capital Glory Limited in the issued share capital of the Company. Such interests are required to notify the Stock Exchange pursuant to Part XV of the Securities and Futures Ordinance. Details of Mr Tan’s interests in shares of the Company are provided in the Company’s Annual Report (under the ‘Report of Directors’) despatched together with this circular.

Mr Tan had entered into a service agreement with the Company for an initial fixed period of 3 years commencing 27 June 2004, and thereafter shall continue subject to termination by either the Company or Mr Tan giving 3 months’ notice in writing to the other party. Under the service agreement, the remuneration payable to Mr Tan shall be a fixed monthly salary of HK$144,000, with such increase as the Board may from time to time determine in its absolute discretion. In addition, Mr Tan is entitled to a bonus equivalent to one month’s salary on or around each Chinese New Year falling after the first anniversary of the commencement date. Mr Tan is also eligible for consideration of annual discretionary bonus which shall be of such amount as the Board may determine based on his performance. The Company has made contribution to mandatory provident fund in accordance with the applicable legal requirement. Mr Tan will also be entitled to all reasonable out-of-pocket expenses. Mr Tan’s remuneration which was determined by reference to the prevailing market condition and his knowledgeable experience for the industry.

Mr Tan has not held any directorships in any listed companies for the last three years.

There is no information relating to Mr Tan that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company.

Mr Chan Henry , aged 40, is an independent non-executive Director and a member of both the Audit Committee and the Remuneration Committee. Mr Chan has over 17 years’ experience in the financial market and is the Managing Director of Sanfull Securities Limited. Mr Chan was a Director of the Stock Exchange of Hong Kong Company Limited from 1994 to 2000 and was also a Director of Hong Kong Securities Clearing Company Limited from 1996 to 2000. Mr Chan is currently a member of the Advisory Committee of the Securities and Futures Commission, the Permanent Honorary President of Hong Kong Stockbrokers Association Limited, an independent non-executive Director of Hengan International Group Company Limited, a company listed on the Main Board of the Stock Exchange which engages in the manufacture and distribution of personal hygiene products. Mr Chan obtained his Master’s degree in Business Administration from Asia International Open University (Macau) and Bachelor’s degree in Arts from Carleton University in Canada. He joined the Group in 2004. Mr Chan has not previously held any position with the Company or its subsidiaries and does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr Chan had no interests (within the meaning of Part XV of the Securities and Future Ordinance) in the shares of the Company.

Mr Chan had entered into a letter of appointment with the Company for a term of 3 years commencing from 16 April 2004, with a director’s fee of HK$100,000 per annum. His director’s fee has been determined by reference to the level of remuneration for non-executive directors of Hong Kong listed companies and the demand of the Company on Mr Chan’s attention as its non-executive Director.

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DETAILS OF DIRECTORS

APPENDIX

Other than disclosed herein, Mr Chan has not held any directorships in any other listed companies in the past three years.

There is no information relating to Mr Chan that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company.

APPOINTMENT OF EXECUTIVE DIRECTOR

Mr Tan Sunny , aged 32, is the Chief Financial Officer of the Group and son of Dr. Tan Siu Lin, Chairman of the Group and brother of Mr Tan Henry and Mr Tan Cho Lung, Raymond, Executive Directors of the Company. Mr. Tan joined the Group in 1999. Prior to joining the Group, Mr. Tan worked at the investment banking division of Merill Lynch. In 2006, he was appointed as the Vice Chairman of the Hong Kong General Chamber of Textiles Limited and a special advisor to the Governor of Commonwealth of the Northern Mariana Islands. He obtained a Master of Science degree from Stanford University and Bachelor of Business Administration degree from the University of Wisconsin-Madison. As at the Latest Practicable Date, Mr. Tan holds an option of 450,000 shares of the Company and has corporate interests of a total of 614,250,000 shares held by Capital Glory Limited in the issued share capital of the Company. Such interests are required to notify the Stock Exchange pursuant to Part XV of the Securities and Futures Ordinance. Details of Mr Tan’s interests in shares of the Company are provided in the Company’s Annual Report (under the ‘Report of Directors’) despatched together with this circular.

Mr Tan has not entered into a service contract with the Company as an executive Director and is not entitled to any Director fee. As at the Latest Practicable Date, the remuneration payable to Mr Tan shall be a fixed monthly salary of HK$67,000, with such increase as the Board may from time to time determine in its absolute discretion. In addition, Mr Tan is entitled to a bonus equivalent to one month’s salary on or around each Chinese New Year falling after the first anniversary of the commencement date. Mr Tan is also eligible for consideration of annual discretionary bonus which shall be of such amount as the Board may determine based on his performance. The Company has made contribution to mandatory provident fund in accordance with the applicable legal requirement. Mr Tan will also be entitled to all reasonable out-of-pocket expenses. Mr Tan’s remuneration which was determined by reference to the prevailing market condition and his knowledgeable experience for the industry.

Mr Tan has not held any directorships in any other listed companies for the last three years.

There is no information relating to Mr Tan that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company.

RE-DESIGNATION AS NON-EXECUTIVE DIRECTOR

Mr Tan Willie , aged 50, is the Chief Operating Officer and Executive Vice President of the Group and son of Dr Tan Siu Lin, Chairman of the Group and brother of Mr Tan Henry and Mr Tan Cho Lung, Raymond, Executive Directors of the Company. Currently, Mr Tan is the executive Director of the Company. He joined the Group in July 1985 and has over 20 years of experience in the apparel business as well as logistics. Mr. Tan is a board director of the Confederation of Garment Exporters of the

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DETAILS OF DIRECTORS

APPENDIX

Philippines and is a committee member of the Chinese People’s Political Consultative Conference in Qingyuan , Guangdong (中國人民政治協商會議廣東省清遠市委員會委員 ). Mr Tan is the Founding Board of Director of the Philippine-China Business Council since February 2005. Mr Tan obtained his Bachelor’s degree in Business Administration from the University of Guam. As at the Latest Practicable Date, Mr. Tan holds an option of 500,000 shares of the Company and has personal interests of 500,000 shares of the Company, and had corporate interests of a total of 614,250,000 shares held by Capital Glory Limited in the issued share capital of the Company. Such interests are required to notify the Stock Exchange pursuant to Part XV of the Securities and Futures Ordinance. Details of Mr Tan’s interests in shares of the Company are provided in the Company’s Annual Report (under the ‘Report of Directors’) despatched together with this circular.

Mr Tan had entered into a service agreement with the Company for an initial fixed period of 3 years commencing 27 June 2004, and thereafter shall continue subject to termination by either the Company or Mr Tan giving 3 months’ notice in writing to the other party. Under the service agreement, the remuneration payable to Mr Tan shall be a fixed monthly salary of HK$192,000, with such increase as the Board may from time to time determine in its absolute discretion. In addition, Mr Tan is entitled to a bonus equivalent to one month’s salary on or around each Chinese New Year falling after the first anniversary of the commencement date. Mr Tan is also eligible for consideration of annual discretionary bonus which shall be of such amount as the Board may determine based on his performance. The Company has made contribution to mandatory provident fund in accordance with the applicable legal requirement. Mr Tan will also be entitled to all reasonable out-of-pocket expenses. Mr Tan’s remuneration which was determined by reference to the prevailing market condition and his knowledgeable experience for the industry.

Mr Tan has not held any directorships in any other listed companies for the last three years.

There is no information relating to Mr Tan that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

LUEN THAI HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 311)

NOTICE IS HEREBY GIVEN t hat an Annual General Meeting of Luen Thai Holdings Limited (the “Company”) will be held at Level 6, Tower I, Millennium City One, 388 Kwun Tong Road, Kowloon on 26 May 2006 (Friday) at 3:00 p.m. for the following purposes:

1. To receive and consider the audited consolidated accounts and the reports of the directors and of the auditors for the year ended 31 December 2005;

2. To declare final dividend for the year ended 31 December 2005;

3. To re-elect retiring directors, re-designate a director and appoint a director and authorize the directors to fix their remuneration;

4. To re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the directors to fix their remuneration;

5. To consider as special business, and if thought fit, to pass the following resolution as Ordinary Resolution:

“ THAT:

• (A) subject to paragraph (C) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to issue, allot and dispose of additional shares in the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby approved generally and unconditionally;

• (B) the approval in paragraph (A) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company 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;

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NOTICE OF ANNUAL GENERAL MEETING

• (C) the aggregate nominal amount of share capital issued, allotted and disposed of, or agreed conditionally or unconditionally to be issued, allotted and disposed of (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (A) of this Resolution, otherwise than pursuant to:

• (i) a Rights Issue; or

• (ii) the share option scheme of the Company approved by The Stock Exchange of Hong Kong Limited; or

• (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares pursuant to the Articles of Association of the Company from time to time,

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

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 expiration of the period within which the next Annual General Meeting of the Company is required either by any applicable laws or by the Articles of Association of the Company to be held; and

• (iii) the date upon which the authority set out in this Resolution is revoked or varied by way of an ordinary resolution of the shareholders in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to the holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares, subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider as special business, and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ THAT:

• (A) subject to paragraph (B) below, the exercise by the directors of the Company during the Relevant Period of all powers of the Company to repurchase issued shares in the capital of the Company, in accordance with all applicable laws and the requirements set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby approved generally and unconditionally;

• (B) the aggregate nominal amount of shares authorised to be repurchased or agreed conditionally or unconditionally to be repurchased by the directors of the Company pursuant to the approval in paragraph (A) above shall not exceed 10% 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

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 expiration of the period within which the next Annual General Meeting of the Company is required either by any applicable laws or by the Articles of Association of the Company to be held; and

• (iii) the date upon which the authority set out in this Resolution is revoked or varied by way of an ordinary resolution of the shareholders in general meeting.”

• To consider as special business, and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ THAT conditional upon the passing of Ordinary Resolutions numbered 5 and 6 as set out in the Notice convening this meeting, the aggregate nominal amount of the number of shares in the capital of the Company that shall have been repurchased by the Company after the date thereof pursuant to and in accordance with the said Ordinary Resolution 6 shall be added to the aggregate nominal amount of share capital that may be allotted, issued and

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NOTICE OF ANNUAL GENERAL MEETING

disposed of or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to the general mandate to allot and issue shares granted to the directors of the Company by the said Ordinary Resolution 5.”

By order of the Board Tan Siu Lin Chairman

Hong Kong, 28 April 2006

Notes:

• i. A member entitled to attend and vote at the meeting convened is entitled to appoint another person(s) as his proxy to attend and vote in his stead. A proxy need not be a member of the Company.

• ii. To be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the meeting or any adjournment thereof should he so wish.

• iii. The register of members of the Company will be closed, for the purpose of determining shareholders’ entitlement to the proposed final dividend, from 22 May 2006 to 26 May 2006 (both days inclusive), during which period no transfer of shares can be registered. Any shareholder of the Company, whose name appear on the Company’s Register of Members on 26 May 2006, are entitled to attend and vote at the Annual General Meeting and qualify for the final dividend. In order to be entitled to attend and vote at the Annual General Meeting and to qualify for the proposed final dividend, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on 19 May 2006.

• iv. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names and stand in the Register of Members of the Company in respect of the joint shareholding.

• v. A circular containing details regarding resolutions no. 5 to 7 will be sent to shareholders of the Company together with the 2005 Annual Report.

As at the date of this announcement, the Board comprises Mr Tan Siu Lin, Mr Tan Henry, Mr Tan Willie, Mr Tan Cho Lung, Raymond and Ms Mok Siu Wan, Anne as executive directors; Mr Chan Henry, Mr Cheung Siu Kee and Mr Seing Nea Yie as independent non-executive directors.

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