New Sparkle Roll International Group Limited — Proxy Solicitation & Information Statement 2003

Aug 1, 2003

If you are in any doubt as to any aspect of this circular, you should consult a 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 Jade Dynasty Food Culture Group Limited, you should at once hand this document to the purchaser or to the bank or 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 document, 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 document.

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JADE DYNASTY FOOD CULTURE GROUP LIMITED 玉皇朝飲食文化集團有限公司[*] (Incorporated in Bermuda with limited liability)

Directors:

Dr. Chan Kong Sang, Jackie (Chairman) Chan Chee Kheong (Deputy Chairman) Tong Kai Lap (Deputy Chairman) Wong Chun Keung Wan Siu Lun Ko Chi Keung So Che Hung, Solon Cheung Ting Kau, Vincent Kwong Chi Keung # Ho Yiu Ming #

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal Office: 11th Floor Safety Godown Industrial Building 56 Ka Yip Street Chai Wan Hong Kong

# Independent Non-executive Director

31st July, 2003

To the shareholders of the Company

Dear Sir/Madam,

GENERAL MANDATE TO REPURCHASE BY THE COMPANY OF ITS OWN SHARES

INTRODUCTION

It is proposed that at the forthcoming annual general meeting of Jade Dynasty Food Culture Group Limited (the “Company”) to be held on 28th August, 2003, resolutions will be proposed, amongst others, to grant to the directors of the Company (the “Directors”) a general mandate to

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repurchase up to a maximum of 10% of the issued shares of the Company of HK$0.002 each (the “Shares”) as at the date of passing of the resolution on repurchase mandate. This letter contains the explanatory statement in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and gives all the information reasonably necessary to enable shareholders to make an informed decision on whether to vote for or against the resolutions to approve the repurchase by the Company of its own Shares.

LISTING RULES

The Listing Rules permit companies with a primary listing on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(i) Shareholders’ approval

All proposed repurchases of securities by a company with a 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 of a particular transaction.

(ii) Source of funds

Repurchases must be funded out of funds legally available for the purpose and in accordance with a company’s constitutive documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.

(iii) Maximum number of Shares to be repurchased

A maximum of 10 percent of the outstanding fully paid share capital at the date of passing the relevant resolution may be repurchased on the Stock Exchange.

EXERCISE OF THE REPURCHASE MANDATE

Subject to the resolutions and on the basis that no further Shares are issued or repurchased prior to the forthcoming annual general meeting, exercise in full of the repurchase mandate (on the basis of 357,122,600 issued shares of HK$0.002 each in the capital of the Company as at 28th July, 2003 (the “Latest Practicable Date”)) would result in up to 35,712,260 Shares being repurchased by the Company during the period from the passing of the resolutions until whichever is the earliest of:

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

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

• (c) the date on which the authority sets out in the resolutions is revoked or varied by an ordinary resolution in general meeting.”

REASONS FOR THE REPURCHASE OF SECURITIES

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

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FUNDING OF REPURCHASE

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with the laws of Bermuda and the Memorandum of Association and Bye-laws of the Company.

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 audited accounts contained in the annual report for the year ended 31st March, 2003) in the event that the proposed repurchase mandate were to be exercised in full at any time during the repurchase period. However, the Directors do not propose to exercise the repurchase mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICES

The highest and lowest prices (adjusted for the share subdivision conducted by the Company as announced on 7th October, 2002) at which the Shares of the Company traded on the Stock Exchange during each of the previous twelve months preceding the date of this circular were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2002
July	0.276		0.250
August	0.264		0.240
September	0.290		0.252
October	0.420		0.280
November	0.410		0.380
December	0.415		0.380
2003
January	0.425		0.385
February	0.420		0.345
March	0.340		0.210
April	0.300		0.220
May	0.255		0.210
June	0.300		0.210
July (up to the Latest Practicable Date)	0.295		0.240

GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules) currently intends to sell Shares to the Company or its subsidiaries in the event that the repurchase mandate is approved by shareholders of the Company.

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The Directors have undertaken to the Stock Exchange that they will exercise the repurchase mandate in accordance with the Listing Rules, the applicable laws of Bermuda, and the regulations set out in the memorandum and Bye-laws of the Company.

If as a result of a securities repurchased by the Company, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Hong Kong Code on Takeovers and Mergers (the “Code”). Accordingly, a shareholder, or group of shareholders acting in concert, could obtain or consolidate control of the Company or become obliged to make a mandatory offer in accordance with Rule 26 of the Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Super Empire Investments Limited (“Super Empire”), a company beneficially owned as to 95 percent by Mr. Wong Chun Loong and 5 percent by Mr. Tong Kai Lap, held 232,381,325 Shares representing approximately 65.07 percent of the entire issued share capital of the Company.

In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution to be proposed at the forthcoming annual general meeting, the shareholding of Super Empire would increase to approximately 71.58 percent of the entire issued share capital of the Company. Such increase would not give rise to an obligation on the part of Super Empire to make a mandatory offer under Rule 26 of the Code but the share repurchase may result in the reduction of the number of Shares which are in the hands of the public to less than 25 percent. In this connection, the Directors have no intention to exercise the repurchase mandate to such an extent that will result in the numbers of Shares in the hands of public falling below the minimum public float of 25% prescribed under the Listing Rules.

The Directors are not aware of any other consequences which may arise under the Code as a result of any repurchases made under the repurchase mandate.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell the Shares to the Company or its subsidiaries, or has undertaken not to do so in the event that the repurchase mandate is approved by shareholders of the Company.

Neither the Company nor any of its subsidiaries has purchased any of the Company’s Shares or other securities in the past six months (whether on the Stock Exchange or otherwise).

RECOMMENDATION

The Directors consider that the granting of the mandate to repurchase Shares is in the interest of the Company and so recommend you to vote in favour of the resolution to be proposed at the forthcoming annual general meeting approving the repurchase mandate.

Yours faithfully, Ko Chi Keung Director

• for identification purpose only

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