REPT BATTERO Energy Co., Ltd. — Proxy Solicitation & Information Statement 2006

Feb 16, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 (the “ Shares ”) of HK$0.01 each in the capital of Orient Industries Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the 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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ORIENT INDUSTRIES HOLDINGS LIMITED 東方工業控股有限公司[*]

(formerly known as Jackley Holdings Limited)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 353)

(1) PROPOSED GRANT OF THE SPECIFIC MANDATE TO ISSUE THE CONSIDERATION SHARES,

(2) PROPOSED REFRESHMENT OF THE GENERAL MANDATE TO ISSUE NEW SHARES,

(3) PROPOSED REFRESHMENT OF THE LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME, AND

(4) PROPOSED CHANGE OF COMPANY NAME

Financial adviser to the Company

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Independent Financial Adviser to the Independent Board Committee

CSC Asia Limited

A notice of conveying the EGM of the Company to be held at Suites 5303-4, 53/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 10 March 2006 at 4:00 p.m. is set out on pages 32 to 36 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the form of proxy, in accordance with the instructions printed thereon and deposit the same at the offices of the Company’s branch share registrar in Hong Kong, Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

16 February 2006

* For identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Specific Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
The General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Refreshment of the General Scheme Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Proposed change of company name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Procedures for demanding a poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Letter from CSC Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32

– i –

DEFINITIONS

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

• “Acquisition”

the proposed acquisition by the Purchaser of the Logistic and Financial Management System subject to and upon the terms and conditions of the Acquisition Agreement

• “Acquisition Agreement”

the agreement dated 3 December 2005 and made between the Vendor and the Purchaser for the sale and purchase of the Logistic and Financial Management System

• “Article(s)” or

the articles of association of the Company

• “Articles of Association”

• “associate”

has the meaning ascribed to this term under the Listing Rules

• “Board”

the board of Directors

“Business Day” a day (other than a Saturday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• “Capital Reorganisation”

the capital reorganisation in which (i) the nominal value of the issued shares was reduced from HK$0.10 each to HK$0.001 each by the cancellation of HK$0.099 paid up on each issued share; (ii) every authorized but unissued share was subdivided into 100 reduced share; and (iii) every 10 reduced shares shall be consolidated into one Share as approved by the Shareholders on an extraordinary general meeting held on 31 December 2004

• “CMST Guangzhou Corp.”

China National Materials Storage and Transportation Guangzhou Corp.（中國物資儲運廣州公司）, a company established in the PRC and to the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, it and its ultimate beneficial owner are third parties independent of the Company and Connected Persons of the Company.

• “Companies Ordinance” The Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

– 1 –

DEFINITIONS

“Company”	Orient Industries Holdings Limited, a company incorporated
	in the Cayman Islands with limited liability and the issued
	Shares of which are listed on the main board of the Stock
	Exchange
“Completion”	Completion of the sale and purchase of the Logistic and
	Financial Management system in accordance with the terms
	and conditions of the Acquisition Agreement
“Connected Person”	has the meaning ascribed to it in the Listing Rules
“Consideration Shares”	10,516,827 Shares in the authorised share capital of the
	Company valued at HK$0.32 per Share, being a 20% discount
	to the closing price of the Shares on the Stock Exchange on
	the Business Day immediately prior to the date of the
	Acquisition Agreement, i.e. 28 November 2005
“Directors”	the directors of the Company
“EGM”	the extraordinary general meeting of the Company to be
	convened and held to consider and, if thought fit, to approve
	the proposed grant of the General Mandate and the Refreshment
	at Suites 5303-4, 53/F, Central Plaza, 18 Harbour Road,
	Wanchai, Hong Kong on Friday, 10 March 2006 at 4:00 p.m.
“General Mandate”	the general mandate proposed to be granted to the Directors at
	the EGM to allot, issue and deal with further new Shares not
	exceeding 20% of the issued share capital of the Company as
	at the date of the EGM
“General Scheme Limit”	the existing limit of 12,450,000 Shares which may be issued
	upon the exercise of options granted under the Share Option
	Scheme
“Group”	the Company and all of its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China

– 2 –

DEFINITIONS

• “Independent Board Committee” an independent committee of the Board comprising of Mr. Poon Chiu, Mr. Lum Pak Sum and Mr. Li Chak Hung, the independent non-executive Directors, formed for the purpose of advising the Shareholders in relation to the proposed grant of the General Mandate

• “Independent Financial Adviser” CSC Asia Limited, a licensed corporation to carry out type 6 regulated activities (advising on corporate finance) under the SFO

• “Independent Shareholders” Shareholders other than L & L Holdings

• “JV Co” a joint venture company to be established by the Vendor and the Company (in the proportion of 30% to 70% respectively) with a registered capital of RMB5,000,000 for the purpose of the provision of high-end value-added marketing, customer relationship, technical and management services for the logistic banking business in the PRC

• “L & L Holdings” L & L Holdings Limited, a company incorporated in the Republic of the Marshall Islands which is beneficially wholly owned by Mr. Tsao Ke Wen, Calvin, an executive Director, being the controlling Shareholder interested in approximately 53.57% of the Company’s issued share capital

• “Last Trading Day” 28 November 2005, being the last trading day of the Shares on the Stock Exchange immediately prior to the date of the announcement dated 3 January 2006

• “Latest Practicable Date” 15 February 2006, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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

• “Logistic and Financial the Logistic and Financial Management System of CMST Management System” Guangzhou Corp. including seven management systems and software, namely the Integrated Logistics Management System, Domestic Transportation and Distribution System, Container Transportation Management System, Warehouse and Security Management System, Bonded Area Warehouse Management System, Inventory Control System and Delivery Management System

– 3 –

DEFINITIONS

“PRC”	the People’s Republic of China, which for the purpose of this
	circular, shall exclude Hong Kong, the Macau Special
	Administration Region of the PRC and Taiwan
“Purchaser”	Aurora Logistic Software Development Limited, a wholly
	owned subsidiary of the Company
“Refreshment”	the refreshment of the General Scheme Limit on the grant of
	options under the Share Option Scheme
“Renewal”	the proposed renewal of the General Mandate
“SFO”	the Securities and Futures Ordinance (Chapter 571 of Laws of
	Hong Kong)
“Share Option Scheme”	the share option scheme adopted by the Company on 6 June
	2002
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Specific Mandate”	the specific mandate proposed to be granted to the Directors at
	the EGM to allot, issue and deal with the Consideration Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“Vendor”	CMST Guangzhou Corp.
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent.

In this circular, an exchange rate of HK$1 = RMB1.04 has been adopted for illustrative purpose only.

– 4 –

LETTER FROM THE BOARD

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ORIENT INDUSTRIES HOLDINGS LIMITED 東方工業控股有限公司[*]

(formerly known as Jackley Holdings Limited)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 353)

Executive Directors:	Registered office:
Mr. Pang Man Kin, Nixon	Codan Trust Company (Cayman) Limited
Mr. Tsao Ke Wen, Calvin	Century Yard, Cricket Square
Mr. Lam Shu Chung	Hutchins Drive, P.O. Box 2681 GT
Mr. Law Fei Shing	George Town, Grand Cayman
Mr. So Chi Keung	Cayman Islands
	British West Indies
Non-executive Director:
Dr. Ma Chung Wo, Cameron	Head office and principal place
	of business in Hong Kong:
Independent non-executive Directors:	Suites 5303-4, 53/F
Mr. Poon Chiu	Central Plaza
Mr. Lum Pak Sum	18 Harbour Road
Mr. Li Chak Hung	Wanchai
	Hong Kong
	16 February 2006
To the shareholders
Dear Sir or Madam,

• (1) PROPOSED GRANT OF THE SPECIFIC MANDATE TO ISSUE THE CONSIDERATION SHARES,

(2) PROPOSED REFRESHMENT OF THE GENERAL MANDATE TO ISSUE NEW SHARES, (3) PROPOSED REFRESHMENT OF THE LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME, AND (4) PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

At the EGM to be held at Suites 5303-4, 53/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 10 March 2006 at 4:00 p.m., resolutions will be proposed to:

• (a) grant the Specific Mandate to the Directors,

* For identification purposes only

– 5 –

LETTER FROM THE BOARD

• (b) grant the General Mandate to the Directors,

• (c) refresh the limit on the grant of options under the Share Option Scheme, and

• (d) change the Company’s English and Chinese names.

The purpose of this circular is to provide you with information in relation to the resolutions to be proposed at the EGM for the grant of the Specific Mandate, grant of the General Mandate, the Refreshment and the change of the Company’s name.

THE SPECIFIC MANDATE

As announced in the Company’s announcement dated 3 January 2006, the Company has entered into the Acquisition Agreement dated 3 December 2005. Details of the Acquisition Agreement are set out below.

The Acquisition Agreement

Date: 3 December 2005 Parties: (1) Vendor : CMST Guangzhou Corp. (2) Purchaser : Aurora Logistic Software Development Limited, a wholly owned subsidiary of the Company

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor and its ultimate beneficial owners, are third parties independent of and not connected with the Company and its Connected Persons. The Company is contracting with CMST Guangzhou Corp. because CMST Guangzhou Corp. is the legal owner of the intellectual property to the Logistic and Financial Management System given that its transfer to Guangzhou Haoyida Software Development Limited, as announced on 20 October 2005, failed to complete.

Asset to be acquired:

The Logistic and Financial Management System which comprises seven management systems and software, namely the Integrated Logistics Management System, Domestic Transportation and Distribution System, Container Transportation Management System, Warehouse and Security Management System, Bonded Area Warehouse Management System, Inventory Control System and Delivery Management System.

– 6 –

LETTER FROM THE BOARD

Consideration:

The consideration for the sale and purchase of the Logistic and Financial Management System shall be the sum of RMB6,000,000 (approximately HK$5,769,000). A sum of HK$1,000,000 was paid to the Vendor as a deposit for the Acquisition on 23 December 2005. In the event the Acquisition fails to complete for any reason, the deposit shall be immediately returned to the Purchaser without interest. If Completion takes place, the deposit shall be used to off-set against part of the consideration for the Acquisition.

The consideration for the sale and purchase of the Logistic and Financial Management System shall be satisfied: (i) as to RMB3,500,000 (approximately HK$3,365,000) by the Purchaser procuring the Company to allot and issue the Consideration Shares (being 10,516,827 Shares at HK$0.32 per Share (i.e. aggregate value of HK$3,365,000)), such value per Share being a 20% discount to the last closing price of the Shares on the Stock Exchange on the Business Day immediately prior to the date of the Acquisition Agreement (i.e. 28 November 2005), to the Vendor on Completion; and (ii) as to RMB2,500,000 (approximately HK$2,404,000) by the Purchaser paying in cash to the Vendor on Completion. The Directors believe the discount is fair and reasonable as it is an incentive for the Vendor to accept Shares as an alternative to cash thereby not utilising the cash of the Group which may be otherwise used for general working capital. The Directors believe the discount given to the Consideration Shares to be acceptable given the Consideration Shares represent a relatively small percentage of the enlarged issued share capital of the Company. The price per Consideration Share of HK$0.32 represents:

• (i) a discount of approximately 52.73% to the average closing price of approximately HK$0.677 per Share quoted on the Stock Exchange for the ten consecutive trading days up to and including the Last Trading Day; and

• (ii) a discount of approximately 41.18% to the average closing price of approximately HK$0.544 per Share quoted on the Stock Exchange for the five consecutive trading days up to and including the Last Trading Day; and

• (iii) a premium of approximately 31.69% to the latest net asset value per Share of HK$0.243 as at 30 June 2005.

The Consideration Shares represent approximately 2.00% of the existing issued share capital of the Company and approximately 1.96% of the share capital of the Company as enlarged by the allotment and issue of the Consideration Shares. The Consideration Shares will be allotted and issued under the Specific Mandate to be granted to the Directors at the EGM. The aggregate value of the Consideration Shares based upon the closing price on the Last Trading Day of HK$0.40 is approximately HK$4,206,730.

– 7 –

LETTER FROM THE BOARD

The cash consideration of RMB2,500,000 (approximately HK$2,404,000) payable by the Purchaser to the Vendor will be financed by proceeds raised under the placing announced by the Company on 20 October 2005. The Directors intend that the cash consideration will be settled by the net proceeds obtained from the placing conducted by the Company on 3 November 2005, and the Acquisition will have no adverse impact on the financial position of the Group. The balance unused proceeds of the placing will be used as general working capital of the Company.

The consideration for the Acquisition was arrived at after arm’s length negotiations between the parties to the Acquisition Agreement taking into account that the consideration of RMB6,000,000 (approximately HK$5,769,000) represents an approximate 9.10% premium over the minimum valuation of the Logistic and Financial Management System of RMB5,500,000 (approximately HK$5,288,000) (please refer to point (6) under the Conditions below). The market value of the consideration (i.e. approximately HK$6.8 million) represents an approximate 28.58% premium over the minimum valuation of the Logistic and Financial Management System of RMB5,500,000 (approximately HK$5,288,000).

In arriving at the above premium, the Directors have considered the factor that it is the high technology system which will be acquired by the Group under the Acquisition. The Directors (including the independent non-executive Directors) consider the terms and conditions of the Acquisition, the consideration and the premium to be fair and reasonable, normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

Conditions:

The Acquisition is conditional upon the satisfaction of the following conditions precedent:

• (1) the Listing Committee of the Stock Exchange granting listing of and permission to deal in the Consideration Shares which may fall to be allotted and issued upon Completion;

• (2) the Purchaser being satisfied with the results of a due diligence review to be conducted on, inter alia, the ownership and transferability of the Logistic and Financial Management System;

• (3) the issue of a PRC legal opinion by a firm of PRC legal advisers specified by the Purchaser in relation to, inter alia, the ownership and transferability of the Logistic and Financial Management System and the transactions contemplated under the Acquisition Agreement, such legal opinion shall be in form and substance satisfactory to the Purchaser;

– 8 –

LETTER FROM THE BOARD

• (4) the Vendor having obtained all necessary approvals and consents required to be obtained on its part in relation to the sale and purchase of the Logistic and Financial Management System;

• (5) the Vendor and the Company (or its nominee) having formed JV Co with the Vendor (which is expected to take 3 months from the signing of the Acquisition Agreement) with a registered capital of RMB5,000,000 (approximately HK$4,807,000) (as to RMB3,500,000 (approximately HK$3,365,000) and RMB1,500,000 (approximately HK$1,442,000) from the Purchaser and the Vendor respectively) and all such approvals, consents and registrations having been obtained/completed and registered capital paid;

• (6) the completion of a valuation by Grant Sherman Appraisal Limited (note) of the Logistic and Financial Management System and the value of such shall not be less than RMB5,500,000 (approximately HK$5,288,000). The Company understands that Grant Sherman Appraisal Limited has over 10 years’ relevant experience on valuation of tangible and intangible assets. The valuation shall be prepared by Grant Sherman Appraisal Limited using the cost approach method and market approach method; and

• (7) the granting by the Shareholders in the EGM of the Specific Mandate to the Directors to allot and issue the Consideration Shares.

• Note: Grant Sherman Appraisal Limited is independent of the Company, its Directors, chief executive, substantial Shareholder, subsidiaries or any associates of them. It is an independent valuer which was appointed by Aurora Logistic Finance (Hong Kong) Limited, a wholly owned subsidiary of the Company. Based on the Directors’ best knowledge, Grant Sherman Appraisal Limited is also independent from the Vendor. The Logistic and Financial Management System was valued at RMB5,900,000 (approximately HK$5,673,000) as at 30 November 2005 in the valuation report issued by Grant Sherman Appraisal Limited on 29 December 2005.

The parties to the Acquisition Agreement have no rights and no intentions to waive any of the abovementioned conditions precedent. There is no long stop date for the fulfillment of the conditions precedent to the Acquisition Agreement. The expected Completion date is 15 March 2006 or such later date as may be agreed by the Vendor and the Purchaser and a further announcement will be made if the Acquisition is not completed by 15 March 2006.

Completion:

Completion is expected to take place on the second Business Day after the date on which the conditions precedent to the Acquisition Agreement have been fulfilled. Upon Completion, Aurora Logistic Finance (Hong Kong) Limited, a wholly owned subsidiary of the Company and the direct holding company of the Purchaser, and the Vendor shall have injected by way of subscriptions RMB3,500,000 (approximately HK$3,365,000) and RMB1,500,000 (approximately HK$1,442,000) of cash into JV Co respectively. Aurora Logistic Finance (Hong Kong) Limited will finance the subscription from its internal resources.

– 9 –

LETTER FROM THE BOARD

Upon Completion, JV Co shall acquire a 60% equity interest in the Purchaser from Aurora Logistic Finance (Hong Kong) Limited for a total consideration of RMB3,600,000 (approximately HK$3,462,000) such amount to be payable in cash and used by Aurora Logistic Finance (Hong Kong) Limited as generally working capital. The formation of JV Co and the acquisition of a 60% equity interest in the Purchaser by JV Co are not expected to constitute notifiable transactions for the Company under the Listing Rules. It is currently envisaged that the investment amount for JV Co in the near future to be not more than RMB5,000,000 (approximately HK$4,807,000). In addition, the Purchaser and the Vendor shall enter into a Logistic Personal Training and Technical Support contract for a duration of 2 years at a consideration of RMB1,000,000 (approximately HK$962,000) whereby the Vendor will provide logistic personal training and technical support to the Purchaser. This consideration shall be paid in four equal instalments over a period of two years from the date of the contract determined by reference to the initial costs of the provision of staff and support by CMST Guangzhou Corp. to JV Co. The entering into of the Logistic Personal Training and Technical Support contract will constitute an exempted connected transaction pursuant to Rule 14A.31(2) of the Listing Rules.

The Directors (including the independent non-executive Directors) are of the view that the formation of JV Co, the sale of a 60% interest in the Purchaser to JV Co following Completion and the entering into of the Logistic Personal Training and Technical Support contract to be fair and reasonable and in the interest of the Company and Shareholders as a whole.

Shareholding structure

(i) Structure immediately before the Acquisition Agreement

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----- Start of picture text -----

the Company the Vendor
100%
the Logistic and
Aurora Logistic Finance
Financial Management
(Hong Kong) Limited
System
100%
the Purchaser
----- End of picture text -----

– 10 –

LETTER FROM THE BOARD

(ii) Structure immediately after completion of the Acquisition Agreement

==> picture [122 x 281] intentionally omitted <==

----- Start of picture text -----

the Vendor
2% RMB2,500,000
the Company
100%
Aurora Logistic Finance
(Hong Kong) Limited
100%
the Purchaser
the Logistic and
Financial Management
System
----- End of picture text -----

(iii) Structure immediately after formation of JV Co

==> picture [211 x 202] intentionally omitted <==

----- Start of picture text -----

the Company
100%
Aurora Logistic Finance
the Vendor
(Hong Kong) Limited
70% 30%
JV Co
----- End of picture text -----

– 11 –

LETTER FROM THE BOARD

(iv) Structure immediately after the acquisition of a 60% interest in the Purchaser by JV Co

==> picture [217 x 307] intentionally omitted <==

----- Start of picture text -----

2%
the Company the Vendor
Aurora Logistic Finance
(Hong Kong) Limited
70% 30%
JV Co
40%
60%
the Purchaser
the Logistic and
Financial Management
System
----- End of picture text -----

Information on the Logistic and Financial Management System, JV Co and the Purchaser

The Logistic and Financial Management System, which is owned by CMST Guangzhou Corp., includes seven management systems and software, namely the Integrated Logistics Management System, Domestic Transportation and Distribution System, Container Transportation Management System, Warehouse and Security Management System, Bonded Area Warehouse Management System, Inventory Control System, Delivery Management System. The Logistic and Financial Management System is used as a comprehensive logistic-based network that combines the flows of trade, goods, capital and information into one platform and allows sellers, buyers, insurance companies and banks to perform all related transactions through the network. The Directors consider that the application of the software products developed in particular, the storage, transport, distribution and import and export modules will, in turn, improve the efficiency and accuracy of the Group’s storage, transportation and distribution operations thereby enhancing its overall

– 12 –

LETTER FROM THE BOARD

efficiency. As such, the lead time will be improved and more costs will be saved. The Logistic and Financial Management System will be revenue generating through the provision of management services to its customers and it is currently envisaged that it will generate income in the form of management fees of not less than RMB3,000,000 (approximately HK$2,885,000) per year having regards to indications from current and potential customers. Aurora Logistic Finance (Hong Kong) Limited, a wholly owned subsidiary of the Company, has signed letters of intent with six potential clients since the publication of the Company’s announcement dated 3 January 2006.

	Date of	Place of
	incorporation	incorporation	Principal business	Principal assets
JV Co	Around 3 months	PRC	Investment holding	60% interest in the
	after the signing of			issued share capital
	the Acquisition			of the Purchaser
	Agreement
The Purchaser	9 December 2005	Hong Kong	Provision of logistic	Upon Completion,
			management service	the Logistic and
				Financial Management
				System

Information on the Group

The Group is principally engaged in the design, manufacture and sale of a wide range of carpets under its own brand name and the trading of carpets of various brands names.

Information on the Vendor

CMST Guangzhou Corp. has been established for over 40 years in the PRC and its ultimate beneficial owner being State-owned Asset Supervision and Administration Commission of the State Council（國務院國有資產監督管理委員會）. It has been carrying on logistic business since establishment and holding approximately 15 million square metres of warehouse and 119 routes of railway network in PRC as at the date of the announcement dated 3 January 2006. It started to develop the logistic software including the seven logistic modules, namely storage, transport, distribution, lien of tangible assets, modern consolidated logistic, import and export since 1996. The turnover of CMST Guangzhou Corp. for the past two years was over RMB10 billion (approximately HK$9.61 billion) such figure, so far as the Company is aware, being unrelated to the Logistic and Financial Management System.

– 13 –

LETTER FROM THE BOARD

Reasons for the Acquisition

The Company announced on 1 December 2005 the termination of the agreement relating to the indirect acquisition of the Logistic and Financial Management System by way of an acquisition of an interest in Guangzhou Haoyida Software Development Limited. The Directors believed that the relevant approvals for that acquisition would be forthcoming, however, the Company was subsequently informed by CMST Guangzhou Corp. that approval from the PRC State-owned Asset Supervision and Administration Commission of the State Council（國務院國有資產監督管理委 員會）could not be obtained as the development costs for the software to the Logistic and Financial Management System had in fact been borne solely by CMST Guangzhou Corp. and a disposal would indirectly benefit the other shareholder of Guangzhou Haoyida Software Development Limited. Accordingly, the Directors decided to restructure the project in the form of the Acquisition Agreement and to contract with CMST Guangzhou Corp. directly.

The Directors consider that the logistic software business market is developing. The Logistic and Financial Management System has been developed and used by CMST Guangzhou Corp. internally since July 2003 and was proved to be successful. In order to diversify its business, the Group is establishing business relationship with CMST Guangzhou Corp., a well-established logistic business company in PRC with a turnover of over RMB10 billion (approximately HK$9.61 billion) for the past 2 years. As the Logistic and Financial Management System (being the same system proposed to be acquired by the Company as announced on 20 October 2005) has been successfully tested and applied in the internal operation of the CMST Guangzhou Corp., the products will be launched to the public as soon as all the quality control requirements have been satisfied and turnover will be generated. The Directors expect that the products will be launched before 31 March 2006. The parties have yet to decide on the continued usage of the software products by CMST Guangzhou Corp. following completion of the Acquisition.

As at the Latest Practicable Date, the Group has identified staff with suitable experience and qualifications for managing the operations of the Logistic and Financial Management System and will recruit such staff as and when the Acquisition is near completion. It is intended that such staff will be supervised by Mr. Tsao Ke Wen Calvin, an executive Director who has extensive business, financial and China investments experience.

As the Group’s principal business involves sale and trading of carpets, which would further involve storage, transport, distribution, import and export of carpets, the Directors consider that the Acquisition can reduce the lead time and costs involved in the conduct of the principal business of the Group. As such the Directors consider the Acquisition to be fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

– 14 –

LETTER FROM THE BOARD

Financial effects of the Acquisition

Following the Acquisition, the Logistic and Financial Management System is expected to be booked as an intangible asset of the Group which is to be amortized over a period of around 10 years. As a result of the Acquisition, it is expected that the Company’s assets and net tangible assets will increase by RMB3,500,000 (approximately HK$3,365,000), being the portion of the consideration to be satisfied by the allotment and issue of the Consideration Shares to the Vendor. Upon the completion of the Acquisition, it is expected that the Logistic and Financial Management System will be booked as an asset at cost, i.e. the aggregate consideration of RMB6,000,000 (approximately HK$5,769,000). Unlike the cash element of the consideration, the equity element of the consideration will not result in a decrease of the Group’s assets. Accordingly, the Company’s assets and net tangible assets will increase by the portion of the consideration to be satisfied by the allotment and issue of the Consideration Shares. It is expected that the transaction will not have any immediate effect on the Company’s earnings and liabilities.

The Directors are of the view that the cost of acquisition of RMB6,000,000 (approximately HK$5,769,000) was arrived at arm’s length negotiations between the Vendor and the Purchaser. In addition, the Directors expect that the Logistic and Financial Management System will generate a reasonable income in the future based on the letters of intent signed with six potential clients. Accordingly, the Directors do not expect that any impairment will arise out of the difference between the consideration of RMB6,000,000 (approximately HK$5,769,000) and the valuation of the Logistic and Financial Management System in the amount of RMB5,900,000 (approximately HK$5,673,000) immediately following the Acquisition.

Listing Rules implications

The allotment and issue of the Consideration Shares constitute a share transaction pursuant to Rule 14.06(1) of the Listing Rules. As the Consideration Shares are to be issued under the Specific Mandate, an ordinary resolution will be proposed at the EGM for the grant of such Specific Mandate. No Shareholder is required to abstain from voting for this resolution as no Shareholder who and whose associates have an interest in the Acquisition that is different from other Shareholders.

Application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

– 15 –

LETTER FROM THE BOARD

THE GENERAL MANDATE

The General Mandate shall be effective until whichever is the earliest of:

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

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law of the Cayman Islands to be held; or

• (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

In the Company’s annual general meeting held on 30 June 2005, the resolution proposed to grant to the Directors the general mandate to issue up to 41,700,000 Shares (the “Old Mandate”), representing 20% of the then issued share capital of the Company was duly approved by the Shareholders. The Old Mandate has not been renewed since the Company’s last annual general meeting. As announced in the Company’s announcement dated 20 October 2005, the Company has conducted a top-up placing where 41,700,000 new Shares were issued. The placing price of HK$0.79 per Share represents:

• (i) a discount of approximately 19.39% to the closing price of HK$0.98 per Share as quoted on the Stock Exchange on 26 September 2005, being the last trading day immediately before the date of the relevant placing and subscription agreement; and

• (ii) a discount of approximately 11.24% to the average closing price of approximately HK$0.89 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to an including 26 September 2005.

The Shares issued under the top-up placing were issued under the general mandate granted to Directors on 30 June 2005. Under the top-up placing announced by the Company on 20 October 2005, net proceeds of approximately HK$32.4 million have been raised and the proceeds are intended to be applied as to approximately HK$10 million for the repayment of the indebtedness of the Group, as to approximately HK$3 million for the payment of the consideration for the acquisition announced on 20 October 2005 and as to approximately HK$19.4 million for general working capital of the Group. As announced by the Company on 1 December 2005, the acquisition announced by the Company on 20 October 2005 was terminated. Accordingly, the approximately HK$3 million originally allocated for the acquisition was reallocated to be used as general working capital of the Group. As at the Latest Practicable Date, approximately HK$10 million of the proceeds was applied for the repayment of the indebtedness of the Group while the remaining

– 16 –

LETTER FROM THE BOARD

balance of approximately HK$22.4 million intended to be applied as general working capital of the Group has been utilised as to approximately HK$19.0 million in the Group’s daily operations and approximately HK$3.4 million deposited in the Group’s bank account. The Directors intend to utilise part of the remaining proceeds which is intended to be applied to the Group’s general working capital as mentioned above for the payment of the cash consideration for the Acquisition in the amount of RMB2,500,000 (approximately HK$2,404,000).

The Company has in issue an aggregate of 525,200,000 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot and issue up to a maximum of 105,040,000 Shares, representing 20% of the aggregate nominal amount of the issued Shares at the time of the passing of the resolution approving the General Mandate on the basis that no further Shares will be issued or repurchased by the Company prior to the EGM.

The Directors have no immediate plans to issue any new Shares providing for the allotment and issue of Shares in lieu of whole or part of a dividend in accordance with the Articles of Association or any scrip dividend scheme which may be approved by the Shareholders. The Directors consider that an exercise of the General Mandate to allot and issue new Shares will enable the Company to take advantage of market conditions to raise additional capital for the Company.

The Renewal is conditional upon the approval by the Independent Shareholders by way of an ordinary resolution at the EGM. The votes will be taken on a poll. Pursuant to Rule 13.36(4) of the Listing Rules, any controlling Shareholders and their associates or, where there are no controlling Shareholders, directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour. L & L Holdings, the controlling Shareholder, controls or is entitled to control 281,352,000 Shares, representing all of the Shares beneficially held by it and approximately 53.57% of the Company’s issued share capital. Accordingly, L & L Holdings shall abstain from voting in favour for the ordinary resolution proposed in connection with the Renewal. According to the best knowledge of the Directors, none of the associates of L & L Holdings holds any Shares as at the Latest Practicable Date. Based on the Directors’ understanding, L & L Holdings does not intend to vote against the resolution in connection with the Renewal to be proposed at the EGM. In any event, the Company will ensure compliance with Rules 13.40 to 13.42 of the Listing Rules. The Company has established the Independent Board Committee to advise the Independent Shareholders as to whether the proposed Renewal is fair and reasonable and is in the interest of the Company and the Independent Shareholders as a whole. The Company has also appointed the Independent Financial Adviser to make recommendation to the Independent Board Committee and the Independent Shareholders as to whether the proposed Renewal is fair and reasonable and is in the interests of the Company and the Independent Shareholders as a whole.

– 17 –

LETTER FROM THE BOARD

REFRESHMENT OF THE GENERAL SCHEME LIMIT

The Company adopted the Share Option Scheme pursuant to an ordinary resolution passed by the Shareholders on 6 June 2002. The purpose of the Share Option Scheme is to provide incentives or rewards to participants for their contributions to the Group and/or to enable the Group to recruit and retain high-caliber employees and attract human resources that are valuable to the Group.

Pursuant to the terms of the Share Option Scheme:

• (1) The total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company shall not exceed 10% of the total number of Shares in issue on the adoption date, i.e. 6 June 2002.

• (2) The Company may seek approval of the Shareholders in general meeting for refreshing the 10% limit under the Share Option Scheme save that the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as “refreshed” shall not exceed 10% of the total number of Shares in issue as at the date of approval of the limit as “refreshed”.

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

Based on 124,500,000 Shares (as adjusted by the Capital Reorganisation) in issue at the time when the Share Option Scheme was adopted on 6 June 2002, the current General Scheme Limit is 12,450,000 Shares. On 2 December 2003, all options granted under the Share Option Scheme have lapsed following the expiry of the exercise period of these share options. Subsequently, no share options were granted under the Share Option Scheme. The Directors believe the Share Option Scheme is a cost effective way to reward persons who have made contributions to the Group. The refreshment of the General Scheme Limit will allow the Directors more flexibility in employing the Share Option Scheme based on the Company’s existing issued share capital (which is substantially larger than that at the time of adoption of the Share Option Scheme) should they need to grant share options that are over the current General Scheme Limit.

– 18 –

LETTER FROM THE BOARD

If the General Scheme Limit is “refreshed”, on the basis that 525,200,000 Shares are issued as at the Latest Practicable Date and assuming that no Shares are issued or repurchased by the Company prior to the EGM, the General Scheme Limit will be reset to 52,520,000 Shares, allowing the Company to grant further options carrying the rights to subscribe for a maximum of 52,520,000 Shares. Upon the General Scheme Limit being refreshed to 52,520,000 Shares, the Company will not be able to utilise the previous limit of 12,450,000 Shares.

The Refreshment is conditional upon:

• (i) the Shareholders approving the Refreshment at the EGM; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of and the permission to deal in the Shares which may allotted and issued upon the exercise of options to be granted under the Share Option Scheme.

An ordinary resolution will be proposed at the EGM for approval of the Refreshment. No Shareholder is required to abstain from voting for this ordinary resolution. Application has been made to the Stock Exchange for the listing of and permission to deal in any Shares to be issued upon the exercise of the options to be granted under the “refreshed” General Scheme Limit.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the Company’s English name from “Orient Industries Holdings Limited” to “Aurora Global Investment Holdings Limited” and to change the Company’s Chinese name adopted for identification purposes only from “東方工業控股有限公司 ” to “旭日環球投 資控股有限公司 ” for registration purpose under Part XI of the Companies Ordinance. The Group is principally engaged in the design, manufacture and sale of a wide range of carpets under its own brand name and the trading of carpets of various brand names. With reference to the Acquisition, the Board considers that the proposed new English and Chinese names of the Company are more general ones than the existing ones and will better reflect the diversification of the Group’s operations.

As announced by the Company on 17 November 2004, the Board proposed to change the Company’s previous English name “Jackley Holdings Limited” to its present name “Orient Industries Holdings Limited”. The special resolution proposed for the change of the Company’s name was duly passed by the Shareholders at an extraordinary general meeting held on 31 December 2004.

The change of the Company’s name will not affect any of the rights of the Shareholders. All existing share certificates of the Company in issue bearing the name “Orient Industries Holdings Limited” will, after the change of the Company’s name, continue to be evidence of title to the same number of Shares under the Company’s new name and will be valid for trading, settlement

– 19 –

LETTER FROM THE BOARD

and registration purposes. Upon the change of Company name becoming effective, any issue of share certificates thereafter will be in the new name . The colour of the existing and the proposed new share certificates of the Company are green and yellow respectively. A free exchange arrangement of existing share certificates for new share certificates bearing the new name of the Company will be effected from the effective date of change of name (the “Effective Date”) to three months after the Effective Date (the “Lapse Date”). After the Lapse Date, the exchange of existing share certificates for new share certificates can be made at a cost of HK$2.50 per share certificate. Shareholders can request the Company’s branch share registrar in Hong Kong, Tengis Limited located at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong, to issue new share certificates bearing the Company’s new name.

The Company has reserved the Company’s proposed new name “Aurora Global Investment Holdings Limited” with the Registrar of Companies in the Cayman Islands since 17 January 2006. In addition, the Company has incorporated an indirect wholly owned subsidiary in Hong Kong with the proposed new English and Chinese names of “Aurora Global Investment Holdings Limited” and “旭日環球投資控股有限公司 ” respectively on 18 January 2006. It is expected that upon the completion of the relevant filing procedures in the Cayman Islands, the Company’s new name will be transferred from this wholly owned subsidiary to the Company for registration purpose in Hong Kong. As advised by the Company’s legal advisers and in view that the Company’s proposed new names have been reserved in the Cayman Islands and held by its indirectly wholly owned subsidiary in Hong Kong, the change of company name is not subject to the approval of the Registrar of Companies in the Cayman Islands and Hong Kong. Furthermore, the change of company name shall become effective on the date of the EGM if the special resolution proposed for the change of company name is approved by the Shareholders. The change of company name is subject to registration by the Registrar of Companies in the Cayman Islands and Hong Kong which does not affect the change of name becoming effective. It is expected that the relevant revised certificate(s) of incorporation will be issued by the Registrar of Companies in the Cayman Islands and Hong Kong in around 7 to 10 working days after the date of passing the relevant special resolution at the EGM and around 8-10 working days upon the submission of all relevant documents respectively.

The proposed change of the Company’s name is conditional upon the Shareholders approving it at the EGM. Accordingly, a special resolution will be proposed at the EGM for approval of the change of the Company’s name. No Shareholder is required to abstain from voting for this special resolution.

Further announcement will be made by the Company upon the completion of all filing procedures with the Registrar of Companies in the Cayman Islands and Hong Kong.

– 20 –

LETTER FROM THE BOARD

PROCEDURE FOR DEMANDING A POLL

Pursuant to articles 72 and 73 of the Articles, a resolution put to vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

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

• (ii) by at least three Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the general meeting; or

• (iii) by any Shareholder or Shareholders present in person (or, in the case of a Shareholder 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 Shareholders having the right to vote at the meeting; or

• (iv) by any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and holding Shares 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.

Unless a poll be so demanded and not withdrawn, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect made in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

ACTION TO BE TAKEN

Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy accompanying this circular in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the EGM. The completion and return of a form of proxy will not preclude you from attending and voting at the EGM and adjournment thereof in person if you so wish.

– 21 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed grant of the Specific Mandate, grant of the General Mandate, the Refreshment and change of company name are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the above resolutions to be proposed at the EGM.

CSC Asia Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders with regard to the terms and conditions of the Renewal. The Independent Financial Adviser considers that the Renewal is in the interests of the Company and the Shareholders as a whole and that the terms of which are fair and reasonable so far as the Independent Shareholders are concerned. The text of the letter of advice from the Independent Financial Adviser to the Independent Board Committee containing its recommendation and the principal factors it has taken into account in arriving its recommendation are set out on pages 24 to 30 of this circular.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, considers the Renewal is in the interests of the Company and the Shareholders as a whole and that the terms of which are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, the Independent Board Committee recommends the Shareholders to vote in favour of the General Mandate. The text of the letter from the Independent Board Committee is set out on page 23 of this circular.

RESPONSIBILITY STATEMENT

The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully

For and on behalf of the Board of

Orient Industries Holdings Limited Pang Man Kin, Nixon

Director

– 22 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [52 x 53] intentionally omitted <==

ORIENT INDUSTRIES HOLDINGS LIMITED 東方工業控股有限公司[*]

(formerly known as Jackley Holdings Limited)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 353)

16 February 2006

To the Independent Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE NEW SHARES

As the Independent Board Committee, we have been appointed to advise you in connection with the proposed grant of the General Mandate, the details of which are set out in the letter from the Board contained in this document of the Company to the Shareholders dated 16 February 2006 (the “Document”), of which this letter forms part. Terms defined in the Document shall have the same meanings when used herein unless the context otherwise requires.

Having considered the terms of the General Mandate and the advice of the Independent Financial Adviser in relation thereto as set out on pages 24 to 30 of the Document, we are of the opinion that the Renewal is in the interests of the Company and the Shareholders as a whole and that the terms of which are fair and reasonable so far as the Independent Shareholders are concerned. We therefore recommend that you vote in favour of the resolution to be proposed at the EGM to grant the General Mandate to the Directors.

Yours faithfully,

Mr. Poon Chiu Mr. Lum Pak Sum Mr. Li Chak Hung Independent Board Committee

* For identification purpose only

– 23 –

LETTER FROM CSC ASIA

The following is the text of the letter of advice received from CSC Asia Limited in respect of the fairness and reasonableness of the terms of the proposed renewal of General Mandate which has been prepared for the purpose of incorporation in this circular.

CSC Asia Limited Units 3204-07, 32/F., Cosco Tower 183 Queen’s Road Central, Hong Kong

16 February 2006

The Independent Board Committee and

the Independent Shareholders

Orient Industries Holdings Limited Suites 5303-04, 53/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong

Dear Sir/Madam,

PROPOSED RENEWAL OF THE GENERAL MANDATE

INTRODUCTION

We refer to our appointment as independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the proposed renewal of the General Mandate. Our role as independent financial adviser is to give our opinion as to whether the proposed renewal of the General Mandate to issue and allot up to 20% of the issued share capital of the Company is fair and reasonable to the Independent Shareholders and whether it is in the interests of the Company and the Shareholders as a whole. Details of the renewal of the General Mandate are set out in the letter from the Board contained in the circular dated 16 February 2006 (the “Circular”) to Shareholders. Our letter forms part of the Circular and capitalised terms used in this letter (the “Letter”) have the same meanings as defined in the Circular.

As at the Latest Practicable Date, L & L Holdings, which had approximately 53.57% interest in the capital of the Company, was the controlling shareholder of the Company. In accordance with Rule 13.36(4)(a) of the Listing Rules, L & L Holdings shall abstain from voting in favour in respect of the resolution for the renewal of the General Mandate at the EGM. Pursuant to Rule 13.39(4)(b) of the Listing Rules, the renewal of the General Mandate is subject to the approval by the Independent Shareholders by poll.

The Independent Board Committee, comprising Mr. Poon Chiu, Mr. Lum Pak Sum and Mr. Li Chak Hung, all being the independent non-executive Directors, has been formed to advise the Independent Shareholders as to whether the proposed renewal of the General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and whether it is in the interests of the Company and the Shareholders as a whole.

– 24 –

LETTER FROM CSC ASIA

BASIS OF OPINION

In formulating our opinion, we have relied to a considerable extent on the information, statements, opinion and representations supplied to us by the Group. We have assumed that all such information, statements, opinions and representations contained or referred to in the Circular were true and accurate and complete at the time they were made and continue to be true, accurate and complete at the date of the Circular, and we have relied on the same. We have assumed that all statements of belief, opinion and intention made by the Directors as set out in the Letter are reasonably made after due enquiry. We consider that we have sufficient information to reach an informed view and to provide a reasonable basis for our advice. The Directors have also confirmed to us that no material facts have been omitted from the information supplied and we have no reason to suspect that any material information has been withheld by the Company or is misleading nor to doubt the truth, accuracy and completeness of the information and facts, or the reasonableness of the opinions expressed by the Company and the Board which have been provided to us. We have not, however, for the purpose of this exercise, conducted any form of detailed investigation into the businesses or affairs of the Group. We have performed all the steps (if necessary and applicable) as required under Rule 13.80 of the Listing Rules including the notes thereto.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion on the proposed renewal of the General Mandate, we have taken into consideration the following factors and reasons:

Background

The Group is principally engaged in the design, manufacture and sale of a wide range of carpets under its own brand name and the trading of carpets of various brand names.

The current general mandate granted to the Directors was approved at the annual general meeting held on 30 June 2005 pursuant to Rule 13.36(2)(b) of the Listing Rules (the “Old Mandate”), to issue up to 41,700,000 Shares, representing 20% of the then issued share capital of the Company.

During the period from the date of the grant of the Old Mandate to the Latest Practicable Date, the Old Mandate has been fully utilised as a result of a share subscription disclosed in the announcement of the Company dated 20 October 2005.

In order to enable the Company to take advantage of the market condition to raise additional capital for the investment opportunities that may arise in the future, the Board proposed to pass an ordinary resolution at the EGM to approve the proposal to renew the General Mandate which authorizes the Directors to allot and issue Shares not exceeding 20% of the issued share capital on the date of passing such resolution.

– 25 –

LETTER FROM CSC ASIA

History of fund raising exercises

During the past 12 months, the Company has conducted the following fund raising activity:

Date of announcement	21 February 2005	21 February 2005	15 April 2005	20 October 2005
Event	Open offer (in the proportion		Issue of convertible note	Subscription of new shares
		of one offer share for two
		existing shares)
Completion Date	14 April 2005		6 June 2005	3 November 2005
Net proceeds	Approximately HK$13 million		HK$33 million	Approximately
				HK32.4 million
Number of shares	69,500,000		275,000,000	41,700,000
issued
Dilution effect	Not applicable		275,000,000 shares	41,700,000 shares
			represented approximately	represented
			132% of the then existing	approximately 8.62%
			issued share capital	of the then existing
			of the Company	issued share capital
				of the Company
Issue price	HK$0.20		HK$0.12	HK$0.79
Premium/discount	A	discount of approximately	A discount of approximately	A discount of
of the issue price		60% to the closing price of	52% to the closing price of	approximately 19.39%
to the then market		HK$0.05 per share as quoted	HK$0.25 per share as quoted	to the closing price of
price of the shares		on the Stock Exchange on 16	on the Stock Exchange on 8	HK$0.98 per share
		February 2005, being the last	April 2005, being the last	as quoted on the
		trading day before the	trading day prior to the date	Stock Exchange on 26
		suspension of trading in the	of the relevant announcement	September 2005, being
		shares pending the publication		the last trading day
		of the relevant announcement		immediately before the
				date of the placing and
				subscription agreement
Intended use of	i)	debt repayment of	General working capital	i) debt repayment of
proceeds as stated		HK$9.1 million	of the Group	HK$10 million
in the relevant	ii)	general working capital		ii) payment of the
announcement		of the Group of		cash consideration
and circular		HK$3.9 million		of HK$3 million
				for the acquisition
				as announced on
				20 October 2005
				iii)general working
				capital of the Group
				of HK$19.4 million

– 26 –

LETTER FROM CSC ASIA

Actual use of proceeds	i)	debt repayment of	i) debt repayment of	i) debt repayment of
as at the date of		HK$9.1 million	approximately	HK$10 million
this announcement	ii)	general working capital	HK$22.87 million	ii) general working
		of the Group	ii) general working capital	capital of the Group
		of HK$3.9 million	of the Group	of approximately
	The proceeds from the open		of approximately	HK$19.01 million
		offer has been fully utilized	HK$10.13 million	iii) the remaining
			The proceeds from issue of	balance of
			convertible note has been	approximately
			fully utilized	HK$3.39 million
				remained unutilized
				as at Latest
				Practicable Date and
				approximately
				HK$2,404,000 will
				be used for the
				payment of the cash
				consideration for
				the Acquisition.
				The portion of
				proceeds from
				subscription of new
				shares for item i) &
				ii) of the above has
				been fully utilized

Save for the three transactions mentioned above and the proposed share transaction in relation to the Acquisition, there were no other fund raising exercises or transactions in relation to the issue of new shares of the Company for the past 12 months immediately prior to the Latest Practicable Date.

Liquidity position of the Group

In accordance with the Company’s interim report for the six months ended 30 June 2005, the Group had cash and bank balances of approximately HK$4.94 million and a gearing ratio of 0.46 on the basis of total liabilities over total assets. This has not taken into account the effect of the share subscription with net proceeds of approximate HK$32.4 million as announced on 20 October 2005. The Directors confirmed that there is no definite plan for any investment or acquisition of the Group nor is there any immediate funding need for the operation of the Group. However, the Directors cannot preclude the possibilities that additional finding may still be needed for investment development as well as other opportunities arise in the future.

Financial flexibility

For the six months ended 30 June 2005, the Group’s turnover of approximately HK$16.48 million, representing an increase of 139.88% compared to the corresponding period of last year. However, due to the keen competition of the carpet industry, the Group still recorded a net loss of approximately HK$13.18 million.

– 27 –

LETTER FROM CSC ASIA

Accordingly, the Directors mentioned in the Company’s interim report for the six months ended 30 June 2005 that the Company was exploring more investment opportunities that offer sustainable growth advantages. This development plan can be demonstrated by (i) the proposed acquisition of the Logistic and Financial Management System of CMST Guangzhou Corp. and (ii) the proposed establishment of the JV Co as announced on 3 January 2006. The proposed acquisition of the Logistic and Financial Management System is conditional upon the satisfaction of certain conditions precedent as mentioned in the letter from the Board of the Circular and the formation of the JV Co is upon Completion, which may or may not be materialized. As the Company continues to diversify its business, the Board anticipate that there might be the expansion or acquisition of the Company in the future. We are of the view that if investment or acquisition opportunities arise, decisions have to be made promptly and it is critical that the Group has the financial resources to meet such needs. As mentioned above, the Old Mandate has been fully utilized. Under such circumstances, if there is no renewal to the General Mandate between now to the next annual general meeting of the Company, the Company may have to wait till June 2006 (i.e. the normal time to convene the Company’s next annual general meeting), which is around five months from the date of this letter before a new general mandate may be granted to the Directors by resolution of Shareholders. The General Mandate provides the Group with maximum flexibility as allowed under the Listing Rules to allot and issue securities for cash or as consideration to acquire suitable assets as and when such opportunities arise. The increased amount of capital which may be raised under the General Mandate provides an additional option of financing to the Group when assessing and negotiating potential acquisitions and/or investment. In addition, the utilization of the General Mandate will have the effect of strengthening the capital and shareholders’ base of the Company.

Consequently, we are of the opinion that the General Mandate is in the interests of the Company and the Shareholders as a whole.

Other fund raising alternatives

Other than raising fund by equity capital, we understand from the Directors that the Group will also consider bank borrowings and funding through internal resources to meet its financing and business development needs. In so doing, the Directors will take into consideration the Group’s financial position, funding costs and market condition from time to time before making investment decisions. However, equity financing is interest and security free by nature, therefore we are of the view that the General Mandate provides an additional tool to the Directors to finance the Group’s business development needs.

– 28 –

LETTER FROM CSC ASIA

Potential dilution to shareholding of the Independent Shareholders

We set out below the potential shareholding dilution of existing Independent Shareholders upon full utilization of the General Mandate (assuming that the proposed renewal of the General Mandate is approved at the EGM) and/or upon the completion of the Acquisition:

L & L holdings_(Note 1) Prime Orient International Limited(Note 2) Dr. Ma Chung Wo Cameron(Note 3) Mr. So Chi Keung(Note 3) Shares to be issued as the Consideration Shares Shares to be issued under the General Mandate _Public Shareholders: Others Total	As at the Latest Practicable Date Share % 281,352,000 53.57 44,638,750 8.50 11,752,000 2.24 1,000,000 0.19 – – – – 186,457,250 35.5 525,200,000 100.00	Upon full utilization of the General Mandate Share % 281,352,000 44.64 44,638,750 7.08 11,752,000 1.86 1,000,000 0.16 – – 105,040,000 16.67 186,457,250 29.59 630,240,000 100.00	Upon the completion of the Acquisition but before utilization of the General Mandate Share % 281,352,000 52.52 44,638,750 8.33 11,752,000 2.19 1,000,000 0.19 10,516,827 1.96 – – 186,457,250 34.81 535,716,827 100.00	Upon the completion of the Acquisition and full utilization of the General Mandate Share % 281,352,000 43.91 44,638,750 6.97 11,752,000 1.83 1,000,000 0.16 10,516,827 1.64 105,040,000 16.39 186,457,250 29.10 640,756,827 100.00	Upon the completion of the Acquisition and full utilization of the General Mandate Share % 281,352,000 43.91 44,638,750 6.97 11,752,000 1.83 1,000,000 0.16 10,516,827 1.64 105,040,000 16.39 186,457,250 29.10 640,756,827 100.00
					29.10
					100.00

Notes:

1. L & L Holdings Limited is an investment holding company incorporated in the Republic of the Marshall Islands, the entire issued share capital of which is wholly and beneficially owned by Mr. Tsao Ke Wen, Calvin, and executive Director, being the controlling Shareholder interested in approximately 53.57% of the Company’s issued share capital. 250,000,000 of 281,352,000 Shares had been pledged to Kingston Finance Limited on 30 August 2005.

2. Prime Orient International Limited is an investment holding company incorporated in the British Virgin Islands, the entire share capital of which is wholly and beneficially owned by Mr. Lam Shu Chung, an executive Director.

3. Dr. Ma Chung Wo Cameron is the non-executive Director and Mr. So Chi Keung is the executive Director.

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LETTER FROM CSC ASIA

As set out above, 105,040,000 Shares would be issued upon full utilization of the General Mandate, represents 20% of the issued share capital of the Company as at the Latest Practicable Date, or approximately 16.67% of the issued share capital of the Company as enlarged by the Shares to be issued under the General Mandate. The aggregate shareholding of the existing Independent Shareholders would decrease from approximately 46.43% to approximately 38.69%, representing a potential maximum dilution of approximately 16.67% upon full utilization of the General Mandate.

Having considered the financial flexibility in relation to the renewal of the General Mandate that would bring to the Company as discussed in the section headed “Financial flexibility” above, we consider the potential shareholding dilution is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and its shareholders as a whole.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the view that the proposed renewal of General Mandate is in the interests of the Company and its shareholders as a whole and that the terms of which are fair and reasonable so far as the Independent Shareholders are concerned. As such, we would advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to approve the renewal of General Mandate to be proposed at the EGM.

Yours faithfully, For and on behalf of CSC Asia Limited Howard Tang Director

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GENERAL INFORMATION

APPENDIX

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available for inspection during normal business hours on any weekday (except for public holidays) at the principal place of business of the Company at Suites 5303-4, 53/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong up to and including Friday, 10 March 2006:

• (1) the Acquisition Agreement; and

• (2) the scheme document in relation to the Share Option Scheme.

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NOTICE OF EGM

==> picture [52 x 53] intentionally omitted <==

ORIENT INDUSTRIES HOLDINGS LIMITED 東方工業控股有限公司[*]

(formerly known as Jackley Holdings Limited)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 353)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Orient Industries Holdings Limited (the “ Company ”) will be held at Suites 5303-4, 53/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 10 March 2006 at 4:00 p.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions which will be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the approval of the listing of, and permission to deal in the ordinary shares of HK$0.01 each (the “ Share(s) ”) in the share capital of the Company mentioned below, the directors of the Company (the “ Directors ”) be and are hereby authorised to allot, issue and deal with the 10,516,827 Shares at a price of HK$0.32 per Share as part of the consideration to the acquisition contemplated under the acquisition agreement dated 3 December 2005 entered into between CMST Guangzhou China National Materials Storage and Transportation Guangzhou Corp. as vendor and Aurora Logistic Software Development Limited as the purchaser (a copy of which is produced to the Meeting marked “A” and signed by the chairman of the Meeting for the purpose of identification).”

2. “ THAT :

   • (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on the Stock Exchange, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued Shares and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

3. For identification purposes only

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NOTICE OF EGM

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

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (d) for the purposes of this resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “ Companies Law ”) or any other applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

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NOTICE OF EGM

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, any Shares to be issued pursuant to the exercise of options which may be granted under the Refreshed General Scheme Limit (as defined below), the existing limit on the grant of options under the share option scheme adopted by the Company on 6 June 2002 (the “ Share Option Scheme ”) be and is hereby refreshed so that the total number of Shares to be allotted and issued upon exercise of any options to be granted under the Share Option Scheme and any other share option scheme of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or such other share option schemes of the Company) shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution (the “ Refreshed General Scheme Limit ”) and the Directors be and are hereby authorized to do such acts and execute such documents to effect the Refreshed General Scheme Limit and to exercise all powers of the Company to allot, issue and deal with the Shares pursuant to the exercise of such options.”

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NOTICE OF EGM

SPECIAL RESOLUTION

1. “THAT:

• (a) the English name of “Orient Industries Holdings Limited” be and is hereby changed to “Aurora Global Investment Holdings Limited” and the Chinese name of “東方工業控股有限公司 ” be and is hereby changed to “旭日環球 投資控股有限公司 ” for identification purposes only and for registration purpose under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong); and

• (b) the Directors be and are hereby authorised to do all such acts and things and execute all such documents they consider necessary or expedient to give effect to the change in the English and Chinese names of the Company.”

By Order of the Board Pang Man Kin, Nixon Director

Hong Kong, 16 February 2006

Registered Office:

Codan Trust Company (Cayman) Limited Century Yard, Cricket Square Hutchins Drive, P.O. Box 2681 GT George Town Grand Cayman Cayman Islands British West Indies

Head office and principal place business in Hong Kong:

Suites 5303-4, 53/F Central Plaza 18 Harbour Road Wanchai Hong Kong

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NOTICE OF EGM

Notes:

1. Any member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company but must be present in person to represent the member.

2. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Shares as if he is solely entitled thereto, but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first in the register of members in respect of such Share shall alone be entitled to vote in respect thereof.

3. A form of proxy for use at the meeting is enclosed with the document.

4. The form of proxy and 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 delivered to the office of Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding of the meeting or adjourned meeting (as the case may be) and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the meeting or at any adjourned meeting (as the case may be) should they so wish. If a member who has lodged a form of proxy attends the meeting, his form of proxy will be deemed to have been revoked.

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