Swang Chai Chuan Limited — Proxy Solicitation & Information Statement 2004

Sep 30, 2004

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 Theme International Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

(incorporated in Bermuda with limited liability)

(Stock Code: 990)

ADOPTION OF CHINESE NAME

A notice convening a special general meeting of Theme International Holdings Limited to be held at 10th Floor, High Fashion Centre, 1-11 Kwai Hei Street, Kwai Chung, N.T., Hong Kong at 10:30 a.m. on 25 October 2004 is set out on pages 5 to 6 of this circular. Whether or not you are able to attend such meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed hereon to Theme International Holdings Limited’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-6, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.

30 September 2004

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

DEFINITIONS

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

“associate(s)”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“Company”	Theme International Holdings Limited, a company
	incorporated in Bermuda with limited liability which
	has its issued shares listed on the Stock Exchange
“Companies Ordinance”	Companies Ordinance (Chapter 32 of the Laws of Hong
	Kong)
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	The Hong Kong Special Administrative Region of the
	People’s Republic of China
“Listing Rules”	The Rules Governing the Listing of Securities on the
	Stock Exchange
“Registrar”	Computershare Hong Kong Investor Services Limited,
	the branch share registrar of the Company in Hong
	Kong at Shops 1712-6, 17th Floor, Hopewell Centre,
	183 Queen’s Road East, Wanchai, Hong Kong
“SGM”	the special general meeting of the Company to be held
	at 10th Floor, High Fashion Centre, 1-11 Kwai Hei
	Street, Kwai Chung, N.T., Hong Kong, at 10:30 a.m.
	on 25 October 2004, to consider and, if appropriate, to
	approve the resolution contained in the notice of the
	meeting which is set out on pages 5 to 6 of this circular
	or any adjournment thereof
“Shareholder(s)”	holder(s) of the Share(s)
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital
	of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars

– 1 –

LETTER FROM THE BOARD

(incorporated in Bermuda with limited liability)

(Stock Code: 990)

Executive Directors

LAM Foo Wah (Chairman) HUI Yip Wing, David (Vice Chairman and CEO) WONG Shing Loong, Raymond

Independent non-executive Directors YEUNG Kwok Wing MAK Kam Sing, Simon WONG Shiu Hoi, Peter

Registered office:

Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: 11th Floor, High Fashion Centre 1-11 Kwai Hei Street Kwai Chung, N.T. Hong Kong

30 September 2004

To the Shareholders,

Dear Sir or Madam,

ADOPTION OF CHINESE NAME

INTRODUCTION

On 14 September 2004, the Board resolved that the Chinese name of the Company for identification purpose only would be changed from “三商行國際集團有限公司 ” to ”榮 暉國際集團有限公司” with effect from 14 September 2004 while the English name remained unchanged. The Board had also proposed to adopt “榮暉國際集團有限公司 ”, for identification purpose only, as the Company’s Chinese name for the purpose of registration with the Companies Registry in Hong Kong under Part XI of the Companies Ordinance as part of the Company’s official name in Hong Kong. An announcement in relation to the abovementioned board resolution was dated on 17 September 2004.

The purpose of this circular is to provide the Shareholders with further information on the proposed adoption of Chinese name of the Company.

– 2 –

LETTER FROM THE BOARD

ADOPTION OF CHINESE NAME

While the Directors consider that the reputation of Company’s English name has been well-established, the change of Chinese name of the Company is one of the promotion activities for establishing the Company’s new image as a symbol of elegance, taste and vogue in business and leisure wear for career ladies, particularly in the Greater China region.

As the Company is a company incorporated in Bermuda, only its English name appears in its Certificate of Incorporation. Accordingly, the Company has been registered as an oversea company in its English name only under Part XI of the Companies Ordinance. As an oversea company was allowed to register a Chinese name in Hong Kong notwithstanding the fact that only the English name of a company appears in the Certificate of Incorporation, the Board proposed to adopt a Chinese name to formalize its use by the Company in Hong Kong and for the purpose of its registration in the Companies Registry under Part XI of the Companies Ordinance.

Upon the adoption of the Chinese name becoming effective, all existing share certificates bearing the existing name of the Company will continue to be evidence of title to the Shares and will continue to be valid for trading, settlement and registration purpose. Therefore, there will not be any arrangement for the Company to issue new share certificates in exchange for any existing share certificates of the Company following the adoption of the new Chinese name of the Company. Also, the rights of the Shareholders will not be affected as a result of the adoption of Chinese name.

CONDITIONS

The Adoption of Chinese name will be subject to the passing of a special resolution by the Shareholders at the SGM and the issue of a certificate of change of name by the Companies Registry in Hong Kong.

The Company will carry out the necessary filing procedures with the relevant statutory form to the Registrar of Companies in Hong Kong.

Further announcement relating to, among others, the effective date of the adoption of Chinese name by the Company and trading arrangements under the new Chinese name will be made as and when appropriate.

RESPONSIBILITY STATEMENT

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

– 3 –

LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL AT GENERAL MEETING

According to bye-law 66 of the bye-laws of the Company, a resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (i) the chairman of such meeting; or

• (ii) 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 meeting; or

• (iii) 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 Shareholders having the right to vote at the meeting; or

• (iv) 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 is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.

In compliance with the Listing Rules, the Company will procure the chairman of the SGM to demand for a poll, pursuant to bye-law 66 of the bye-laws of the Company, for the special resolution to be proposed to approve the adoption of Chinese name.

RECOMMENDATION

The Directors consider that the adoption of Chinese name is in the interests of the Company. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution to be proposed at the SGM.

By order of the Board Theme International Holdings Limited Lam Foo Wah

Chairman

– 4 –

NOTICE OF THE SGM

(incorporated in Bermuda with limited liability)

(Stock Code: 990)

NOTICE IS HEREBY GIVEN that a special general meeting of Theme International Holdings Limited (the “Company”) will be held at 10th Floor, High Fashion Centre, 1-11 Kwai Hei Street, Kwai Chung, N.T., Hong Kong at 10:30 a.m. on 25 October 2004 for the purpose of considering and, if thought fit, passing the following resolution as special resolution of the Company:

SPECIAL RESOLUTION

“THAT, “榮暉國際集團有限公司 ” for identification purpose only, be adopted as the Company’s Chinese name for the purpose of registration with the Companies Registry in Hong Kong under Part XI of the Companies Ordinance, Chapter 32 of the Laws of Hong Kong, as part of the Company’s official name in Hong Kong and THAT the directors of the Company be and are hereby authorized to do all such acts, deeds and things as they may, in their absolute discretion, deem fit, to effect and implement such adoption of the new Chinese name of the Company.”

By order of the Board Theme International Holdings Limited Lam Foo Wah Chairman

Hong Kong, 30 September 2004

MEMBERS OF THE BOARD

As at the date of this notice, the Board of the Company comprises (1) executive directors: Mr. Lam Foo Wah, Mr. Hui Yip Wing, David and Mr. Wong Shing Loong, Raymond; and (2) independent non-executive directors: Professor Yeung Kwok Wing, Mr. Mak Kam Sing, Simon and Mr. Wong Shiu Hoi, Peter.

Head office and principal place of business in Hong Kong:

11th Floor, High Fashion Centre 1-11 Kwai Hei Street Kwai Chung, N.T. Hong Kong

– 5 –

NOTICE OF THE SGM

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. A form of proxy for use at the meeting convened by this notice is enclosed with a circular of the Company despatched to the shareholders of the Company on 30 September 2004.

3. To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-6, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. In case of joint registered holders of any shares, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders is present at the meeting personally or by proxy, then one of such holders so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

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