Styland Holdings Limited — Proxy Solicitation & Information Statement 2007

Dec 7, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tak Sing Alliance Holdings Limited, you should at once hand this circular to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

TAK SING ALLIANCE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 126)

DISCLOSEABLE TRANSACTION

RELATING TO

DISPOSAL OF INTERESTS IN A NON WHOLLY-OWNED SUBSIDIARY

10 December 2007

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

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

“Agreement”	a sale and purchase agreement dated 16 November 2007
	between Extra Well as vendor and Pacific Pioneer as
	purchaser in respect of the sale and purchase of the Sale
	Shares together with all rights and obligations accruing or
	attached thereto
“Amica”	Amica Fashion Company (Proprietary) Limited, a limited
	liability company incorporated under the laws of South
	Africa and is held as to 80% and 20% of its issued share
	capital by Extra Well and Mr. Nelson Ma, the managing
	director of Amica, respectively as at the Latest Practicable
	Date
“Announcement”	the announcement of the Company dated 19 November 2007
	in relation to the sale and purchase of the Sale Shares
“Board”	the board of directors of the Company
“Company”	Tak Sing Alliance Holdings Limited, an exempted company
	duly incorporated in Bermuda with limited liability and
	whose shares are listed and traded on the Main Board of
	the Stock Exchange
“Completion Date”	the date on which completion of the Disposal takes place
	pursuant to the Agreement
“Directors”	the directors of the Company and “Director” shall mean
	any of them
“Disposal”	the disposal of the Sale Shares by Extra Well as vendor to
	Pacific Pioneer as purchaser
“Extra Well”	Extra Well Group Limited, a limited liability company
	incorporated under the laws of the British Virgin Islands,
	an indirect wholly-owned subsidiary of the Company and
	holder of 80% of the issued share capital of Amica and the
	vendor of the Sale Shares under the Disposal

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	DEFINITIONS
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	6 December 2007, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Pacific Pioneer”	Pacific Pioneer Investments Limited, a limited liability
	company incorporated under the laws of the British Virgin
	Islands
“Sale Shares”	128,000 shares, equivalent to 80% of the issued share capital
	of Amica
“Shareholder(s)”	shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“ZAR”	South African Rands, the lawful currency of South Africa
“%”	percentage or per centum

For the purpose of this circular, unless otherwise indicated, conversion of ZAR into HK$ is based on the exchange rate of ZAR1.00 = HK$1.12. This exchange rate is for the purpose of illustration only and does not constitute a representation on any amounts have been, could have been, or may be exchanged at this or any other rate at all.

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LETTER FROM THE BOARD

TAK SING ALLIANCE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 126)

Executive Directors:–

Mr. Ma Kai Cheung, PhD, BBS (Chairman) Mr. Ma Kai Yum, PhD Mr. Ng Yan Kwong

Registered Office:– Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda

Non-Executive Directors:–

Mr. Yip Hing Chung, BBS, MBE, JP Mr. Zhang Huaqiao

Independent Non-Executive Directors:

Mr. Lo Ming Chi, Charles, JP Mr. Lo Man Kit, Sam Mr. Wong See King

Head office and Principal place of business in Hong Kong:– 26/F, Wyler Centre, Phase II, 200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong

10 December 2007

To the Shareholders,

Dear Sirs,

DISCLOSEABLE TRANSACTION RELATING TO DISPOSAL OF INTERESTS IN A NON WHOLLY-OWNED SUBSIDIARY

INTRODUCTION

On 19 November 2007, the Board announced that on 16 November 2007, the Agreement was entered into between Extra Well as vendor and Pacific Pioneer as purchaser in connection with a discloseable transaction relating to disposal of the Sale Shares in Amica.

The purpose of this circular is to provide you with further details of the Agreement.

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LETTER FROM THE BOARD

BACKGROUND

On 19 November 2007, the Company announced that Extra Well, an indirect wholly-owned subsidiary of the Company entered into the Agreement with Pacific Pioneer on 16 November 2007 in relation to the disposal by Extra Well of the Sale Shares at a consideration of HK$10,000,000 (the “ Consideration ”). The Consideration will be satisfied in cash by instalments as to HK$3,000,000 payable upon signing of the Agreement and the balance of HK$7,000,000 payable on the Completion Date.

Since certain of the percentage ratios under Chapter 14 of the Listing Rules for the Disposal are 5% or more but less than 25%, the Disposal constitutes a discloseable transaction for the Company under the Listing Rules. Accordingly, the Disposal is subject to the reporting, announcement and circular requirements as set out in the relevant provisions of Chapter 14 of the Listing Rules.

THE AGREEMENT

Date: 16 November 2007 Parties: Vendor: Extra Well Purchaser: Pacific Pioneer

The Disposal

The Sale Shares represent 80% of the issued share capital of Amica held by Extra Well, together with all rights and obligations accruing or attached thereto.

Extra Well is an indirect wholly-owned subsidiary of the Company, which owns 128,000 shares, equivalent to 80% shareholdings, in Amica. Amica is a limited liability company incorporated under the laws of South Africa in May 1990. The business of Amica is garment manufacturing.

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LETTER FROM THE BOARD

Consideration and mode of settlement

The Consideration for the Disposal is HK$10,000,000 which shall be paid in the following manner:

• (a) Pacific Pioneer shall pay a total of HK$3,000,000 in cash or by way of wire transfer of readily available funds to Extra Well or as it may direct within 3 days of signing of the Agreement;

• (b) Pacific Pioneer shall pay a total of HK$7,000,000 in cash or by way of wire transfer of readily available funds to Extra Well or as it may direct on the Completion Date.

Pursuant to the Agreement, Pacific Pioneer shall arrange for an audit of the accounts of Amica as at 31 October 2007 to be conducted within 3 months after the Completion Date. If the audit of Amica arranged by Pacific Pioneer shows that the audited net asset value of Amica as at 31 October 2007 is more than ZAR10,000,000 (equivalent to approximately HK$11,200,000), then Pacific Pioneer will pay an additional consideration to Extra Well calculated as being 80% of the amount of the net asset value of Amica in excess of ZAR10,000,000 within 30 days after completion of the audit. As at the date of this circular, Pacific Pioneer has already paid the initial HK$3,000,000 to Extra Well.

The Consideration for the Disposal has been determined after arm’s length negotiations between the Vendor and the Purchaser by reference to the net asset value of Amica. The consideration represents a premium of approximately 16% of the audited net asset value of Amica as at 31 March 2007. Despite that an audit of Amica will be arranged after the Completion Date and the Consideration for the Disposal may be adjusted pursuant to the audit, the Directors are of the view that any adjustment that may be made to the Consideration is not likely to be material and not likely to trigger a major transaction for the Company. However, in the unlikely event that any such adjustment will trigger a major transaction for the Company, the Directors will ensure the Company will comply with all relevant Listing Rule requirements.

The Directors consider that the terms of the Disposal are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

INFORMATION ABOUT PACIFIC PIONEER

Pacific Pioneer is a limited liability company incorporated under the laws of the British Virgin Islands and its principal business activity is investment holding. The shareholder of Pacific Pioneer is an investor in other garment manufacturing business in South Africa. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Pacific Pioneer and its ultimate beneficial owners are third parties independent of the Company and are not connected persons of the Company.

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LETTER FROM THE BOARD

REASONS FOR AND BENEFITS EXPECTED TO ACCRUE TO THE COMPANY AS A RESULT OF THE DISPOSAL

Since the year 2005, the Group has been facing keen competition and reduction in the selling price and profit margin of its garment products. In view of this, the Group has been taking various measures to cope with the changing market needs, including closing down factories in Central America and changing the business focus in its South African business in order to reduce overhead costs and maintain a satisfactory gross margin in the garment manufacturing business of the Group respectively. Despite the efforts undertaken by the Group to try to lower costs and increase profits, the audited results of the Group for the year ended 31 March 2007 still shows a segmental loss of HK$4,853,000 in the garment business. In view of the reduction in profitability and the segmental loss in the garment manufacturing business, the Directors reported to the Shareholders in the 2007 annual report of the Company that the Company will cease this branch of business gradually and focus on the other branches of businesses including property investment and development, and the operation of hotel, restaurants and food business which the Group believes to be more profitable in the long run than garment manufacturing.

Similar to other garment businesses, Amica’s business is also not able to generate profit for the Group with a net loss after taxation of approximately HK$6,248,000 incurred for the year ended 31 March 2007. The Directors believe that the prospect of Amica is not promising and the disposal of Amica at a premium of about 16% to its net asset value is beneficial to the Group.

The audited net profits (loss) before and after taxation and other extraordinary items attributable to Amica for the two financial years immediately preceding the Disposal are as follows:

	31 March	31 March
	2006	2007
	HK$	HK$
Profit (Loss) before tax	3,263,000	(8,879,000)
Profit (Loss) after tax	4,346,000	(6,248,000)

The audited net asset value of Amica is HK$19,408,000 and HK$10,753,000 as at 31 March 2006 and 31 March 2007 respectively.

The estimated profit resulting from the Disposal is expected to be approximately HK$1,400,000 with reference to the audited net asset value of Amica as at 31 March 2007. The Group intends to apply the proceeds from the Disposal as general working capital. After the completion of the Disposal, Amica will no longer be a subsidiary of the Company.

It is expected that upon completion of the Disposal, there will be no material change in the total assets and total liabilities of the Group.

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LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS OF THE TRANSACTION

As some of the percentage ratios in respect of the Disposal are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under the Listing Rules. Accordingly, the Disposal is subject to the reporting, announcement and circular requirements, as set out in the relevant provisions of Chapter 14 of the Listing Rules.

INFORMATION ON THE COMPANY AND EXTRA WELL

The Company was incorporated in Bermuda with limited liability and its shares are listed on the Main Board of the Stock Exchange. The Group is principally engaged in investment holding, manufacturing, trading and distribution of garments, property investment and development, and the operations of hotel, restaurant and food business.

Extra Well is an indirect wholly-owned subsidiary of the Company, which in turn holds 128,000 shares, equivalent to 80% of the issued share capital of Amica. The main business of Amica is garment manufacturing.

Yours faithfully, For and on behalf of the Board

Tak Sing Alliance Holdings Limited Dr. Ma Kai Cheung Chairman

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. 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.

2. DISCLOSURE OF INTERESTS BY DIRECTORS AND CHIEF EXECUTIVE

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or which (b) were required pursuant to Section 352 of the SFO to be entered in the register referred therein; or which (c) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”) under the Listing Rules, were as follows:

(a) Directors’ Interests in shares of the Company

						Underlying
		Number of ordinary shares		held and		shares		Percentage of
		nature	of interest			pursuant		the Company’s
Name of		Personal	Family	Other		to share		issued share
director	Capacity	interests	interests	interests		options	Total	capital
						(note 1)
Ma Kai Cheung	Beneficial owner,	213,994,172	9,300,000	259,129,025		10,000,000	492,423,197	43.04
(“KC Ma”)	interest of spouse,		(note 2)	(note	3)
	beneficiary of trust
Ma Kai Yum	Interest of spouse and	41,074,260	3,200,000	101,201,040		10,000,000	155,475,300	13.59
(“KY Ma”)	beneficiary of trust		(note 4)	(notes 5&6)
Ng Yan Kwong	Beneficial owner	11,768,000	–		–	–	11,768,000	1.03
Yip Hing Chung	Beneficial owner	3,520,000	–		–	–	3,520,000	0.31
Zhang Huaqiao	Beneficial owner	–	–		–	7,300,000	7,300,000	0.64
Lo Ming Chi,	Beneficial owner	–	–		–	450,000	450,000	0.04
Charles
Lo Man Kit, Sam	Beneficial owner	150,000	–		–	–	150,000	0.01

Notes:

(1) The underlying shares represent interests of options granted to the Directors and their associates under the share option scheme to acquire for shares of the Company.

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APPENDIX

GENERAL INFORMATION

• (2) The shares were owned by Cheung Lin Kiu, the spouse of KC Ma.

• (3) KC Ma and his family are the objects of a discretionary trust which effectively owns the entire issued share capital of Regent World Investments Limited (“Regent World”) and 70% of the entire issued share capital of Bond Well Investments Limited (“Bond Well”). At the date of this circular, Regent World owned 184,121,625 shares and Bond Well owned 75,007,400 shares of the Company.

• (4) The shares were owned by Kwok Kit Mei, the spouse of KY Ma.

• (5) KY Ma and his family are the objects of a discretionary trust which effectively owns the entire issued share capital of Grand Wealth Investments Limited (“Grand Wealth”) and Peaceful World Limited (“Peaceful World”). At the date of this circular, Grand Wealth owned 74,651,040 shares and Peaceful World owned 19,050,000 shares of the Company.

• (6) Peaceful World owns the entire issued share capital of Real Potential Limited (“Real Potential”). At the date of this circular, Real Potential owned 7,500,000 shares of the Company. The interests of Real Potential in the Company are therefore deemed to be the interests of Peaceful World in which KY Ma is also deemed to have interests for the reason as stated in note 5 above.

(b) Subsidiaries

					Percentage of
					the subsidiary’s
	Name of		Number of	Type of	issued share capital
Name of subsidiaries	directors	Capacity	shares held	shares	(Ordinary shares)
Amica Development	KY Ma	Beneficial	10,000	Ordinary	10
Limited		owner
Carrianna Chiu Chow	KY Ma	Beneficiary of	15,000	Ordinary	1.5
Restaurant (T.S.T.)		trust
Limited
Carrianna Chiu Chow	Yip Hing Chung	Beneficial	100,000	Ordinary	10
Restaurant (T.S.T.)		owner
Limited
Ginza Development	KC Ma	Beneficial	15	Ordinary	2.5
Company Limited		owner
Ginza Development	KY Ma	Beneficiary of	18	Ordinary	3
Company Limited		trust
Ginza Development	Yip Hing Chung	Beneficial	30	Ordinary	5
Company Limited		owner
Gartrend Development	KC Ma	Beneficial	500,000	Non-voting	N/A
Limited		owner		deferred
Gartrend Development	KY Ma	Beneficial	500,000	Non-voting	N/A
Limited		owner		deferred
Tak Sing Alliance	KC Ma	Beneficial	9,000	Non-voting	N/A
Limited		owner		deferred
Tak Sing Alliance	KY Ma	Beneficial	1,000	Non-voting	N/A
Limited		owner		deferred

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GENERAL INFORMATION

APPENDIX

In addition to the above, KC Ma and KY Ma have non-beneficial personal equity interests in certain subsidiaries held for the benefit of the Group solely for the purpose of complying with their minimum company membership requirements.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company or their associates had any interests or short positions in the shares, underlying shares or debentures of the Company, or any associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

3. OTHER INTERESTS OF DIRECTORS

(a) Interests in service contracts

At as the Latest Practicable Date, none of the Directors has entered, or is proposing to enter, into a service contract with any member of the Group, excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

(b) Interests in assets of the Group

Since 31 March 2007, the date to which the latest published audited accounts of the Company have been made up, none of the Directors has, or has had, any direct or indirect interest in any assets which have been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to, any member of the Group.

(c) Interests in contracts or arrangements

Save as disclosed above, none of the Directors is materially interested in any contract or arrangement subsisting at the date of this circular which is significant in relation to the business of the Group taken as a whole.

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GENERAL INFORMATION

APPENDIX

4. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, the following persons (other than a Director or chief executive of the Company) had the following interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of the Part XV of SFO, or who is, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group:–

				Percentage of
			Number of	the Company’s
			ordinary	issued share
Name of shareholder	Capacity	Notes	shares held	capital
East Asia International	Trustee	a	360,330,065	31.49
Trustees Limited
Golden Yield Holdings	Interest in controlled	b	259,129,025	22.65
Limited	corporations
Wealthy Platform Limited	Interest in controlled	c	101,201,040	8.85
	corporations
Regent World Investments	Holding corporation	b	184,121,625	16.09
Limited
Bond Well Investments	Holding corporation	b	75,007,400	6.56
Limited
Grand Wealth Investments	Holding corporation	c	74,651,040	6.52
Limited

Notes:

• a. East Asia International Trustees Limited (“EAIT”) is the trustee of a discretionary trust of which KC Ma and his family are the objects and through its wholly-owned subsidiary, Golden Yield Holdings Limited (“Golden Yield”), EAIT was indirectly interested in 259,129,025 shares of the Company. EAIT is also the trustee of a discretionary trust of which KY Ma and his family are the objects and through its whollyowned subsidiary, Wealthy Platform Limited (“Wealthy Platform”), EAIT was indirectly interested in 101,201,040 shares in the Company. As at the date of this circular, EAIT was effectively interested in a total of 360,330,065 shares of the Company.

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GENERAL INFORMATION

APPENDIX

• b. Golden Yield owns the entire issued share capital of Regent World and 70% of the entire issued share capital of Bond Well, was indirectly interested in a total of 259,129,025 shares of the Company. The total shares held by both Regent World and Bond Well are the same block of shares as disclosed in “Other interests” of KC Ma under the section headed “Disclosure of Interests by Directors and Chief Executive” set out above.

• c. Wealthy Platform owns the entire issued share capital of Grand Wealth and Peaceful World and indirect owns the entire issued share capital of Real Potential through Peaceful World, was indirectly interested in 101,201,040 shares of the Company. The total shares held by Grand Wealth, Peaceful World and Real Potential are the same block of shares as disclosed in “Other interests” of KY Ma under the section headed “Disclosure of Interests by Directors and Chief Executive” set out above.

Save as disclosed above, as far as was known to the Directors as at the Latest Practicable Date, no other person (other than a Director or chief executive) had any interest or short positions in shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of the Part XV of SFO, or who is, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group.

5. COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

As at the Latest Practicable Date, the Directors were not aware that any of the Directors has interest in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group which falls to be disclosed under the Listing Rules.

6. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration proceedings of material importance and there was no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

7. MATERIAL ADVERSE CHANGE

There has not been any material adverse change in the financial or trading position of the Group since 31 March 2007 when the last published audited accounts of the Group was made up.

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GENERAL INFORMATION

APPENDIX

8. MATERIAL CONTRACT

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by the Company or its subsidiaries within two years preceding the date of this circular and which are or may be material:

• (a) The Agreement.

9. GENERAL

• (a) The company secretary and qualified accountant of the Company is Mr. Ng Yan Kwong. Mr. Ng is a member of the Hong Kong Institute of Certified Public Accountants and the CPA Australia.

• (b) The registered office of the Company is situated at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda.

• (c) The branch share registrar of the Company in Hong Kong is Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong.

• (d) The English text of this circular shall prevail over the Chinese text.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the head office and principal place of business of the Company at 26/F., Phase II, Wyler Centre, 200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong during normal business hours on any business day from the date of this circular until 14 days hereafter:

• (a) this circular;

• (b) the Agreement; and

• (c) the Memorandum of Association and Bye-Laws of the Company.

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