Win Hanverky Holdings Limited — Proxy Solicitation & Information Statement 2007

Jun 25, 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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Win Hanverky Holdings Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

WIN HANVERKY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3322)

CONTINUING CONNECTED TRANSACTIONS

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

CIMB-GK Securities (HK) Limited

A letter from the Board is set out on pages 4 to 9 of this circular.

A letter from the Independent Board Committee, containing its recommendation to the Independent Shareholders, is set out on pages 10 to 11 of this circular.

A letter from the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 12 to 15 of this circular.

A notice convening an extraordinary general meeting of Win Hanverky Holdings Limited to be held at 6/F, Phase 6, Hong Kong Spinners Industrial Building, 481-483 Castle Peak Road, Kowloon, Hong Kong on Tuesday, 17 July 2007 at 10:00 a.m. is set out on pages 22 to 23 to this circular. Whether or not you are able to attend and vote at the meeting in person, you are requested to complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to Win Hanverky Holdings Limited’s branch share registrar, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for the holding of the extraordinary general meeting of Win Hanverky Holdings Limited or the adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting of Win Hanverky Holdings Limited or any adjourned meeting thereof (as the case may be) should you so wish.

25 June 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-3
**Letter from the **	Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-9
**Letter from the **	Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10-11
**Letter from the **	Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12-15
Appendix —	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16-21
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22-23

— i —

DEFINITIONS

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

“Annual Cap(s)”

the maximum aggregate annual value with respect to the Continuing Connected Transactions for the two years ending 31 December 2008

“associate(s)” shall have the meaning as ascribed to it under the Listing Rules

“Board”

the board of Directors of the Company

“Company” Win Hanverky Holdings Limited, a company incorporated in the Cayman Islands, the shares of which are listed on the Stock Exchange “Continuing Connected the continuing connected transactions between the T&S Transactions” Group and the Win Sports Group as described in this circular

• “Directors”

the directors of the Company

• “EGM”

“Group”

• “HK$”

“Hong Kong”

the extraordinary general meeting of the Company to be convened for the purpose of approving the Continuing Connected Transactions (including the Revised Annual Caps and the New Annual Cap) the Company and its subsidiaries from time to time Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC

“HuiTeLi”

• , previously one of the distributors in

• Shanghai of the T&S Group

• “Independent Board Committee”

an independent committee of the Board, comprising all the independent non-executive Directors, established to advise the Independent Shareholders in relation to the Continuing Connected Transactions (including the Revised Annual Caps and the New Annual Cap)

• “Independent Financial Adviser”

CIMB-GK Securities (HK) Limited

• “Independent Shareholder(s)”

has the meaning as ascribed to it under the Listing Rules

“Latest Practicable Date” 20 June 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

— 1 —

DEFINITIONS

“Listing” listing of the Shares on the main board of the Stock Exchange on 6 September 2006 “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Mr. Samuel Ho” Mr. Ho Kin Yeung, Samuel “New Annual Cap” the maximum aggregate annual value with respect to the Continuing Connected Transactions for the year ending 31 December 2009 proposed to be approved by the Independent Shareholders at the EGM “Norma” , previously one of the distributors in Guangdong province of the T&S Group “Offer Price” the offer price of HK$2.28 per Share “PRC” the People’s Republic of China “Pre-IPO Share Option(s)” the options granted by the Company to certain employees and a consultant of the Group prior to the Listing “Prospectus” the prospectus of the Company dated 25 August 2006 “Quinta” Quinta Asia Limited, a company incorporated in British Virgin Islands and is beneficially owned as to 70% by Mr. Li Kwok Tung Roy and 30% by Mr. Lai Ching Ping “Revised Annual Caps” the new Annual Caps as revised by the Company and proposed to be approved by the Independent Shareholders at the EGM “SFO” Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) “Shareholders” shareholders of the Company “Share(s)” the share(s) of HK$0.10 each in the capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “T&S Group” T&S HK and its subsidiaries from time to time “T&S HK” Team & Sports Limited, a company incorporated in Hong Kong, being indirectly owned as to 60% by the Company and 40% by Umbro International “TSG BVI” TSG (BVI) Limited, a company incorporated in the British Virgin Islands, being owned and controlled by Mr. Samuel Ho and his relatives

— 2 —

DEFINITIONS

“Umbro Distributor Agreement”	the distributor agreement entered into between T&S HK and
	Umbro International, on 8 February 2007
“Umbro International”	Umbro International Limited, a substantial shareholder of
	T&S HK and a connected person of the Company
“Umbro License Agreement”	the license agreement entered into between T&S HK and
	Umbro Licensing Limited, a wholly-owned subsidiary of
	Umbro International, on 24 May 2001 in respect of, inter alia,
	the sale and distribution of Umbro Products in the PRC and
	Hong Kong as later assigned by Umbro Licensing Limited to
	Umbro International
“Umbro Products”	a selected range of sportswear and other products bearing the
	Umbro brand and distributed by the T&S Group pursuant to
	the Umbro Distributor Agreement
“Win Sports”	Win Sports Limited, a company incorporated in Hong Kong,
	being indirectly owned as to 75% by the Company and 25%
	by TSG BVI
“Win Sports Group”	Win Sports and its subsidiaries from time to time

— 3 —

LETTER FROM THE BOARD

WIN HANVERKY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3322)

Executive Directors: Registered Office: Li Kwok Tung Roy Codan Trust Company (Cayman) Limited Lai Ching Ping Cricket Square Lee Kwok Leung Hutchins Drive Chow Chi Wai P.O. Box 2681 Cheung Chi Grand Cayman KY1-1111 Cayman Islands

Independent Non-executive Directors:

Chan Kwong Fai Principal Place of Business in Hong Kong: Kwan Kai Cheong 6th Floor, Phase 6 Ma Ka Chun Hong Kong Spinners Industrial Building Wun Kwang Vincent 481-483 Castle Peak Road Kowloon Hong Kong 25 June 2007

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

Reference is made to the Prospectus and the Continuing Connected Transactions announcement dated 8 June 2007 in relation to the sales of Umbro Products by the T&S Group to the Win Sports Group pursuant to the T&S Group’s distribution right under the Umbro Licence Agreement (which was superceded and replaced by the Umbro Distributor Agreement entered into and announced by the Company on 8 February 2007).

The purpose of this circular is to provide you with (i) the particulars of Revised Annual Caps and the New Annual Cap; (ii) the letter of recommendation from the Independent Board Committee; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; (iv) the notice of EGM at which the ordinary resolution will be proposed to approve the Continuing Connected Transactions; and (v) other information required by the Listing Rules.

— 4 —

LETTER FROM THE BOARD

An agreement (“Master Agreement”) was entered between the T&S Group and the Win Sports Group on 2 August 2006, before Listing, and a supplementary agreement (“Supplementary Agreement”) was entered on 8 June 2007, which extended the expiry date from 31 December 2008 to 31 December 2009 whilst other terms remained unchanged.

HISTORIAL FIGURES

For the years ended 31 December 2004, 2005 and 2006 and the three months ended 31 March 2007, the sales of Umbro Products by the T&S Group to the Win Sports Group amounted to approximately HK$8,400,000, HK$8,000,000, HK$7,700,000 and HK$7,900,000, respectively.

REVISED ANNUAL CAPS AND NEW ANNUAL CAP

The Group had obtained from the Stock Exchange a waiver on 22 August 2006 from strict compliance with certain requirements under Chapter 14A of the Listing Rules in respect of, among others, the Continuing Connected Transactions, subject to the Annual Caps of HK$11,200,000, HK$16,000,000 and HK$22,400,000 for the three years ending 31 December 2008, respectively. The Annual Caps were calculated and determined based on a forecasted annual sales growth of approximately 40% from the sales of Umbro Products by the T&S Group to the Win Sports Group in 2005 for each of the three years ending 31 December 2008 because of firstly, the “2006 World Cup” and other major soccer tournaments which are expected to drive up customer demand for Umbro Products and secondly, the Group will be devoting more financial resources to developing the Sportswear Distribution Business in the PRC, Hong Kong, Macau and Taiwan.

Following the acquisitions of the assets and distribution networks of Norma and HuiTeLi (“Acquisitions”), which are previously two of the distributors of the T&S Group in Guangdong province and Shanghai selling mainly Umbro Products, by the Win Sports Group in January 2007 and April 2007 respectively, due to their extensive distribution networks coverage, the sales of Umbro Products by the T&S Group to the Win Sports Group has increased, and is expected to increase, significantly. While the Annual Cap has not been exceeded as of the date of this circular, it is expected that the sales by the T&S Group to the Win Sports Group shall substantially exceed the Annual Caps for the two years ending 31 December 2008. The Company therefore proposed to increase the Annual Caps to the Revised Annual Caps of HK$113,000,000 and HK$159,000,000 and at the same time, apply for a New Annual Cap of HK$225,000,000 for the year ending 31 December 2009.

The Revised Annual Caps and the New Annual Cap are calculated and determined after taking into account the sales by the T&S Group to Norma and HuiTeLi in 2006 before the Acquisitions, which were HK$18.2 million and HK$49.0 million respectively, and the factors in determining the Annual Caps as mentioned above. After the Acquisitions, the sales from the T&S Group to Norma and HuiTeLi have been incorporated into the Win Sports Group, thereby resulting in a substantial increase in the Revised Annual Caps. The credit period of the sales is 120 days and the consideration shall be settled by cash.

REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS

The Continuing Connected Transactions have been, and will continue to be, entered into on a recurring basis and on normal commercial terms on an arm’s length basis in the ordinary and usual course of business of the Group.

— 5 —

LETTER FROM THE BOARD

The Continuing Connected Transactions would furnish the Win Sports Group with a more comprehensive scope of products sold, thereby enhancing the overall image of Sportswear Retail Business. As far as the Board is aware, the Continuing Connected Transactions do not have any significant disadvantage for the Company.

The Directors (including the independent non-executive Directors whose opinion is included in the letter from the Independent Board Committee set out on pages 10 to 11 of this circular) are of the view that the Continuing Connected Transactions (including the Revised Annual Caps and the New Annual Cap) have been entered into on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

Before the completion of the 25% share subscription in Win Sports on 19 March 2007 (the “Completion”), Win Sports was indirectly owned as to 50% by the Company and 50% by TSG BVI. To the best knowledge of the Directors having made reasonable enquiries, TSG BVI is owned and controlled by Mr. Samuel Ho and his relatives. As Mr. Samuel Ho was previously a director of certain members of the Group within the preceding 12 months from the date of this circular, Mr. Samuel Ho is a connected person of the Company and TSG BVI, as an associate of Mr. Samuel Ho, is also a connected person of the Company. As such, the Directors consider that Win Sports should be considered as an associate of Mr. Samuel Ho and should also be regarded as a connected person of the Company. After the Completion, Win Sports became 75% indirectly-owned by the Company and 25% by TSG BVI. Win Sports is no longer an associate of Mr. Samuel Ho. Therefore, Win Sports is no longer a connected person of the Company. As TSG BVI holds 5.39% interest in the Company and is therefore interested in the Continuing Connected Transactions, TSG BVI will abstain from voting in the EGM.

However, upon the completion of the sale and purchase of 15% interest in T&S HK on 22 March 2007, the shareholding in T&S HK by Umbro International has increased from 25% to 40% and the shareholding in T&S HK by the Group has accordingly decreased from 75% to 60%. As Umbro International is a substantial shareholder of T&S HK and T&S HK is an associate of Umbro International, hence T&S HK is a connected person of the Company.

Accordingly, the sales of Umbro Products by the T&S Group to the Win Sports Group still constitute a connected transaction within the meaning of the Listing Rules. Pursuant to Rule 14A.3(1) of the Listing Rules, if the sales amounts under the Continuing Connected Transactions exceed the Annual Caps, the Company has to re-comply with Rule 14A.35(3) and (4) of the Listing Rules and will be subject to the reporting, announcement and Independent Shareholders’ approval requirements.

As each of the Revised Annual Caps is over 2.5% under applicable percentage ratios on annual basis and the annual consideration is estimated to be more than HK$10 million, the Continuing Connected Transactions are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

— 6 —

LETTER FROM THE BOARD

INFORMATION OF THE GROUP

The Group, including the T&S Group and the Win Sports Group, is an integrated sportswear and active and outerwear manufacturer and distributor for international sports brands.

EGM

The EGM will be held to consider and, if thought fit, pass the ordinary resolution to approve the Continuing Connected Transactions (including the Revised Annual Caps and the New Annual Cap). As at the Latest Practicable Date, TSG BVI is interested in approximately 5.39% of the issued share capital of the Company and controls the voting right in respect of such shareholding in the Company. In accordance with the Listing Rules, TSG BVI (being interested in the Continuing Connected Transactions) and its associates (who are shareholders of the Company) are required to and will abstain from voting on the relevant resolution to be proposed at the EGM, or any adjourned meeting thereof (as the case may be) to approve the Continuing Connected Transactions (including the Revised Annual Caps and the New Annual Cap). To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder (other than TSG BVI) has a material interest in the Continuing Connected Transactions and is required to abstain from voting for the approval of the Continuing Connected Transactions.

A notice convening EGM to be held at 6/F, Phase 6, Hong Kong Spinners Industrial Building, 481-483 Castle Peak Road, Kowloon, Hong Kong on Tuesday, 17 July 2007 at 10:00 a.m. is set out on pages 22 to 23 to this circular. Whether or not you are able to attend and vote at the EGM in person, you are requested to complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to Company’s branch share registrar, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for the holding of the EGM or the adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof (as the case may be) should you so wish.

DEMAND FOR POLL AT GENERAL MEETING

Under the articles of association of the Company, a resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is demanded:

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

• (b) by at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a member or members present in person or in the case of a member 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 members having the right to vote at the meeting; or

— 7 —

LETTER FROM THE BOARD

• (d) by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right; or

• (e) if required by the rules of the Stock Exchange, by any Director or Directors who, individually and collectively, hold proxies in respect of Shares representing 5% or more of the total voting rights at such meeting.

A demand by a person as proxy for a member or in the case of a member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a member.

GENERAL

The Independent Board Committee, comprising all the independent non-executive Directors, has been established to advise the Independent Shareholders in relation to the Continuing Connected Transactions (including the Revised Annual Caps and the New Annual Cap). The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders with respect to the Continuing Connected Transactions (including the Revised Annual Caps and the New Annual Cap).

Details of the Continuing Connected Transactions will be included in each published annual report of the Company for the three years ending 31 December 2009. The Company will comply with the requirements as regards to annual review of the Continuing Connected Transactions under the Listing Rules.

RECOMMENDATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out in this circular which contains the recommendation of the Independent Board Committee to the Independent Shareholders on the terms of Continuing Connected Transactions (including the Revised Annual Caps and the New Annual Cap); and (ii) the letter from the Independent Financial Adviser set out in this circular which contains its recommendations to the Independent Board Committee and the Independent Shareholders in relation to the terms of the Continuing Connected Transactions (including the Revised Annual Caps and the New Annual Cap).

The Directors (including the independent non-executive Directors whose opinion is included in the letter from the Independent Board Committee set out on pages 10 to 11 of this circular) are of the view that the Continuing Connected Transactions (including the Revised Annual Caps and the New Annual Cap) have been entered into on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM or any adjourned meeting thereof (as the case may be).

— 8 —

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the general information as set out in the appendix of this circular.

Yours faithfully, By order of the Board Win Hanverky Holdings Limited Li Kwok Tung Roy Chairman

— 9 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

WIN HANVERKY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3322)

25 June 2007

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

We have been appointed as members of the Independent Board Committee to advise you in connection with the Continuing Connected Transactions (including the Revised Annual Caps and the New Annual Cap), details of which are set out in the “Letter from the Board” in the circular issued by the Company to its Shareholders dated 25 June 2007 (the “Circular”) of which this letter forms part. Terms defined in the Circular have the same meanings when used in this letter unless the context otherwise requires.

Your attention is drawn to the “Letter from the Board”, the advice of the Independent Financial Adviser in its capacity as the independent financial adviser to the Independent Shareholders and the Independent Board Committee in respect of the Continuing Connected Transactions as set out in the “Letter from the Independent Financial Adviser” as well as other additional information set out in other parts of the Circular.

— 10 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account the advice of, and the principal factors and reasons considered by the Independent Financial Adviser in relation thereto as stated in its letter, we consider the Continuing Connected Transactions (including the Revised Annual Caps and the New Annual Cap) to be of normal commercial terms and fair and reasonable so far as the interests of the Independent Shareholders are concerned and in the interest of the Company and Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution as set out in the notice of EGM in respect of the Continuing Connected Transactions on pages 22 to 23 of the Circular.

Yours faithfully,

Independent Board Committee of

Win Hanverky Holdings Limited

Chan Kwong Fai Kwan Kai Cheong Independent non-executive Director Independent non-executive Director

Ma Ka Chun

Independent non-executive Director

Wun Kwang Vincent Independent non-executive Director

— 11 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of the letter to the Independent Board Committee and the Independent Shareholders from the Independent Financial Adviser prepared for the purpose of incorporation into this circular.

25/F Central Tower 28 Queen’s Road Central Hong Kong

CIMB-GK Securities (HK) Limited

25 June 2007

• To the Independent Board Committee and the Independent Shareholders of Win Hanverky Holdings Limited

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Continuing Connected Transactions (including the Revised Annual Caps and New Annual Cap). Details of the terms of the Continuing Connected Transactions are set out in the letter from the Board contained in the circular of the Company dated 25 June 2007 (the “Circular”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

In formulating our recommendation, we have relied on the information and facts contained or referred to in the Circular as well as the representations made or provided by the Directors and senior management of the Company. The Directors have declared in a responsibility statement set out in the Appendix to the Circular that they jointly and severally accept full responsibility for the accuracy of the information contained and representations made in the Circular. We have also assumed that the information and the Directors’ representations contained or referred to in the Circular were true and accurate at the time they were made and continue to be so at the date of the despatch of the Circular. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Company. We have also been advised by the Directors and believe that no material facts have been omitted from the Circular.

We consider that we have reviewed sufficient information to reach an informed view, to justify reliance on the accuracy of the information contained and the Directors’ representations made in the Circular and to provide a reasonable basis for our recommendation. We have not, however, conducted an independent verification of the information nor have we conducted any form of in-depth investigation into the businesses and affairs or the prospects of the Company or any of its subsidiaries or associates.

— 12 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion for the Continuing Connected Transactions (including the Revised Annual Caps and New Annual Cap), we have considered the following principal factors and reasons:

Background and rationale

The Group is an integrated sportswear, active and outer wear manufacturer and distributor for international sports brands.

The Continuing Connected Transactions relate to the sales of Umbro Products by the T&S Group to the Win Sports Group pursuant to the T&S Group’s distribution right under the Umbro Licence Agreement (which was superceded and replaced by the Umbro Distributor Agreement entered into and announced by the Company on 8 February 2007). Each of T&S HK and Win Sports is a non-wholly owned subsidiary of the Company. As Umbro International is a substantial shareholder of T&S HK and T&S HK is an associate of Umbro International, hence T&S HK is a connected person of the Company.

The Continuing Connected Transactions have been in place prior to the listing of the Shares of the Company on the Stock Exchange in September 2006 with details of the transactions disclosed in the Company’s Prospectus. Pursuant to the Umbro Distributor Agreement, Umbro International has agreed to grant T&S HK an exclusive right in the PRC, Hong Kong, Macau and Taiwan for the period from 1 March 2007 to 31 December 2020 to sell the Umbro Products and to use certain trademarks, logos and designs of Umbro on or in connection with any marketing, advertising, promotion and sale of the Umbro Products. We note that the Win Sports Group has been conducting the retailing of Umbro Products in its ordinary and usual course of business. The Group had obtained from the Stock Exchange a waiver on 22 August 2006 from strict compliance with certain requirements under Chapter 14A of the Listing Rules in respect of, among others, the Continuing Connected Transactions, subject to the Annual Caps of HK$11,200,000, HK$16,000,000 and HK$22,400,000 for the three years ending 31 December 2008, respectively.

Following the acquisitions of the assets and distribution networks of Norma and HuiTeLi (“Acquisitions”), which are previously two of the distributors of the T&S Group in Guangdong province and Shanghai selling mainly Umbro Products, by the Win Sports Group in January 2007 and April 2007 respectively, due to the extensive distribution networks coverage of Norma and HuiTeLi, the combined sales of Umbro Products by the T&S Group to the enlarged Win Sports Group is expected to increase continuously. We have been advised by the Directors that although the Annual Cap for 2007 has not been exceeded as of 30 April 2007, the Directors expect that the sales by the T&S Group to the Win Sports Group shall substantially exceed the Annual Caps for the two years ending 31 December 2008. The Company therefore proposes to increase the Annual Caps to the Revised Annual Caps of HK$113,000,000 and HK$159,000,000 for the two years ending 31 December 2008 and at the same time to apply for a New Annual Cap of HK$225,000,000 for the year ending 31 December 2009.

Given the above and the fact that i) the nature of the Continuing Connected Transactions relate to the Group’s principal business and operations; and ii) the Continuing Connected Transactions will be based on market and normal commercial terms on an arm’s length basis as elaborated below, we consider the Continuing Connected Transactions is in the interest of the Company and the Shareholders as a whole.

— 13 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Basis of determination

As noted in the Prospectus, the T&S Group has been supplying to the Win Sports Group the Umbro Products at a discount to the standard retail prices charged by the Win Sports Group, and such level of discount is negotiated on an arm’s length basis. As advised by the Company, the T&S Group is offering the Win Sports Group at a pre-agreed discount rate of approximately 57%, while the T&S Group is offering other comparable independent customers discount rates ranging from 40% to 50%.

As the discount offered by the T&S Group (the connected person under the Continuing Connected Transactions) to the Win Sports Group is higher than other independent customers, we consider that the bases of determining the consideration under the Continuing Connected Transactions are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

Revised Annual Caps and New Annual Cap

For the years ended 31 December 2004, 2005 and 2006 and the three months ended 31 March 2007, the sales of Umbro Products by the T&S Group to the Win Sports Group amounted to approximately HK$8,400,000, HK$8,000,000, HK$7,700,000 and HK$7,900,000, respectively.

The Annual Caps, the Revised Annual Caps and the New Annual Cap are set out as follows:

	For the year ended		For the year ending	For the year ending
	31 December		31 December
	2006	2007	2008	2009
	HK$’000	HK$’000	HK$’000	HK$’000
Annual Caps	11,200	16,000	22,400	—
Revised Annual Caps	—	113,000	159,000	—
New Annual Cap	—	—	—	225,000

We note that the Revised Annual Caps and the New Annual Cap have been principally determined by the Directors with reference to the following factors:

• i) historical sales amount of the Umbro Products by the T&S Group to the Win Sports Group;

• ii) the historical sales amount of the Umbro Products by the T&S Group to Norma and HuiTeLi of approximately HK$18.2 million and HK$49.0 million respectively for the year ended 31 December 2006;

• iii) expansion of the Win Sports Group’s distribution networks coverage upon completion of the Acquisitions this year and the forecasted annual growth; and

• iv) the forecasted annual growth rate for the sale of the Umbro Products by the T&S Group to the Win Sports Group of approximately 40%, which was determined after taking into

— 14 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

account major soccer tournaments including the Euro 2008 and the 2010 World Cup which are expected to drive up the PRC customers demands for sportswear and the Group’s continuous efforts made in developing the Sporting Distribution Business in the PRC, Hong Kong, Macau and Taiwan.

We note that the Annual Caps were determined prior to the Acquisitions. Following the Acquisitions, due to the extensive distribution networks coverage of Norma and HuiTeLi, the sales of Umbro Products by the T&S Group to the Win Sports Group has increased and is expected to increase continuously. We note that the projected annual growth rate for the sale of the Umbro Products by the T&S Group to the Win Sports Group of approximately 40% is consistent with the projected rate as stated in the prospectus of the Company dated 25 August 2006 and the circular in relation to continuing connected transactions contemplated under the Umbro Licensing Agreement dated 21 December 2006. We have also discussed with management of the Company in relation to the bases of such projection. We note that the Revised Annual Cap for the year ending 31 December 2007 represents 140% of the combined historical sales amount of the Umbro Products by the T&S Group for the year ended 31 December 2006 to i) the Win Sports Group; and ii) Norma and HuiTeLi. The Revised Annual Cap for 2008 was determined based on approximately 40% growth from the Revised Annual Cap for 2007 whilst the New Annual Cap represents approximately 40% growth from the Revised Annual Cap for 2008.

Based on the various factors described above, we regard the bases for determining the Revised Annual Caps and the New Annual Cap to be fair and reasonable so far as the Company and the Independent Shareholders are concerned. However, as the Revised Annual Caps and the New Annual Cap relate to future events and are based on assumptions which may or may not remain valid for the entire period up to 31 December 2009, consequently, we express no opinion as to how closely the actual sales amount of the Continuing Connected Transactions will correspond with the Revised Annual Caps and the New Annual Cap.

RECOMMENDATION

Having considered the principal factors and reasons referred to above, we consider that the Continuing Connected Transactions are in the interests of the Company and the Shareholders as a whole, and the terms thereof including the Revised Annual Caps and the New Annual Cap are based on normal commercial terms and in the ordinary and usual course of business of the company, and are fair and reasonable so far as the Company and the Independent Shareholders are concerned. Accordingly, we advise the Independent Shareholders, and the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the resolution to approve the Continuing Connected Transactions as well as the Revised Annual Caps and the New Annual Cap at the EGM.

Yours faithfully, For and on behalf of CIMB-GK Securities (HK) LIMITED Alex Lau Executive Flavia Hung Vice President Senior Vice President

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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 in this circular misleading.

2. DIRECTORS’ DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Director and chief executive of the Company (if any) in the shares, underlying shares, debentures of the Company and its associated corporation (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 have taken or deemed to have taken under such provisions of the SFO); or (b) were required to be recorded in the register maintained by the Company pursuant to section 352 of the SFO; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) adopted by the Company, to be notified to the Company and the Stock Exchange, were as follows:

(a) Directors’ interests and short positions in the shares, underlying shares and debentures of the Company and its associated corporations

Long positions in the Shares and underlying Shares of the Company

		Number	Approximate
		of Shares	percentage of
		of underlying	interest in the
Name of Director	Capacity	Shares	Company
Mr. Li Kwok Tung, Roy	Interests in controlled company	736,735,967	59.18%
	(Note)
Mr. Chow Chi Wai	Personal interest	24,000,000	1.93%
Mr. Cheung Chi	Personal interest	12,000,000	0.96%
Mr. Lee Kwok Leung	Personal interest	2,400,000	0.19%

Note: Mr. Li Kwok Tung, Roy holds 70% of the issued share capital of Quinta. Mr. Li Kwok Tung, Roy has a controlling interest in Quinta and is therefore deemed to be interested in Quinta’s interest in the Company for the purposes of the SFO. Mr. Lai Ching Ping, a Director, holds the remaining 30% of the issued share capital of Quinta (representing an indirect interest in 221,020,790 Shares or approximately 17.75% shareholding in the Company).

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GENERAL INFORMATION

APPENDIX

Long positions in the shares of associated corporations of the Company (as definedin the SFO)

				Approximate
				percentage of
	Associated		Number	interest in the
Name of Director	Corporation	Capacity	of Shares	Company
Mr. Li Kwok Tung, Roy	Quinta	Personal interest	7	70%
Mr. Lai Ching Ping	Quinta	Personal interest	3	30%

(b) Pre-IPO Share Option Scheme

The interests of Mr. Cheung Chi, Mr. Chow Chi Wai and Mr. Lee Kwok Leung in the Shares of the Company disclosed in (a) above were the following Pre-IPO Share Options granted to, and accepted by them respectively:

	Number of Shares
	to be issued upon	Approximate
	full exercise of the	percentage of
	Pre-IPO Share	total issue
Grantee and Position	Option	Shares	Exercise Periods	Exercise Price
Cheung Chi	12,000,000	0.96%	33% upon Listing on	30% discount to
Executive Director			6 September 2006	Offer Price
			33% on or after
			30 June 2007
			Remaining on or after
			30 June 2008
Chow Chi Wai	24,000,000	1.93%	25% upon Listing on	50% discount to
Executive			6 September 2006	Offer Price
Director			37.5% on or after
			30 June 2007
			Remaining on or after
			30 June 2008
Lee Kwok Leung	2,400,000	0.19%	33.5% upon Listing on	At Offer Price
Executive			6 September 2006
Director			33.5% on or after
			30 June 2007
			Remaining on or after
			30 June 2008
Total	38,400,000	3.08%

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APPENDIX

GENERAL INFORMATION

Note: A cash consideration of HK$1.00 has been paid by each grantee of the Pre-IPO Share Options. Subject to other conditions of the Pre-IPO Share Option scheme, the option period shall be 10 years from the date of the offer of the respective Pre-IPO Share Options unless extended in writing by the Board (and approved by Independent non-executive Directors) in its absolute discretion. Each of the Pre-IPO Share Options (to the extent nor already exercised) shall lapse automatically at the end of such option period. As at the Latest Practicable Date, all Pre-IPO Share Option above remain outstanding.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executives of the Company (if any) had any interests or short positions in the shares, underlying shares and debentures of the Company or of any of its associated corporation (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 taken under such provisions of the SFO); or (b) were required to be recorded in the register maintained by the Company pursuant to section 352 of the SFO; or (c) were required, pursuant to the Model Code adopted by the Company, to be notified to the Company and the Stock Exchange.

3. INTERESTS AND SHORT POSITIONS WHICH ARE DISCLOSEABLE UNDER DIVISIONS 2 AND 3 OF PART XV OF THE SFO

As at the Latest Practicable Date, so far as is known to the Directors, the persons (other than a Director or chief executive of the Company (if any)) who had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in 10 per cent. or more of the nominal value of any class of share capital carry rights to vote in all circumstances at general meeting of any other member of the Group, or in any option, in respect of such securities were as follows:

(a) Long positions in the Shares and underlying Shares of the Company

			Approximate
			percentage of
		Number	interest in the
Name	Capacity	of Shares	Company
Quinta	Beneficial interest	736,735,967	59.18%
TSG BVI	Beneficial interest	67,069,636	5.39%
HTS Holding Company	Interest in controlled	67,069,636	5.39%
Limited	corporation (Note)

Note: TSG BVI is 85% controlled by HTS Holding Company Limited.

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APPENDIX

GENERAL INFORMATION

(b) Long positions in the shares of any other member of the Group

						Approximate
						percentage of
						interest in the
		Member of			Number	relevant member
Name		the Group		Capacity	of Shares	of the Group
Wong King Kuen		Bowker Faith Garment		Personal interest	580,000	29%
		Factory Limited
Chan Siu Wa		Bowker Pacific		Personal interest	45,000	15%
		Garments Limited
Leung Yiu	Ming	Bowker Pacific		Personal interest	45,000	15%
		Garments Limited
Chan Siu Wa		Bowker International		Personal interest	15	15%
		Company Limited
Leung Yiu	Ming	Bowker International		Personal interest	15	15%
		Company Limited
Fu Chi Sing		Bowker (China)		Personal interest	290	29%
		Company Limited
				Beneficial interest	US$150,000	27.3%
(Yunfu Hong Tai		(Sport City Garment			of total
Garment Co. Ltd.*)		Factory Company			registered
		Limited*)			capital
Lai Ho Man				Interests in controlled	US$550,000 US$150,000	27.3%
		(Sport City Garment		corporation (Note)	of total
		Factory Company			registered
		Limited*)			capital
					US$550,000
Chan Hon	Kwan	Bowker Garment		Personal interest	200	20%
		Accessories Company
		Limited
Umbro International		T&S HK		Beneficial interest	2,000 T&S HK	40%
					A Shares
					1,600 T&S HK
					B Shares
TSG BVI		Win Sports		Beneficial interest	15,000,000	25%

Note: (Yunfu Hong Tai Garment Co. Ltd) (“Yunfu Hong Tai”) is wholly owned by Mr. Lai Ho Man and therefore Mr. Lai is deemed to be interested in Yunfu Hong Tai’s interest in (Sport City Garment Factory Company Limited) for the purposes of the SFO.

* For identification purpose only

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GENERAL INFORMATION

APPENDIX

Saved as disclosed above, as at the Latest Practicable Date, there was no other person (other than the Directors or the chief executives of the Company (if any)) who had interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10 per cent. 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 member of the Group or in any options in respect of such share capital.

4. DIRECTORS INTEREST IN ASSETS/CONTRACTS AND OTHER INTERESTS

None of the Directors have any interest, direct or indirect, in any asset which have since 31 December 2006, being the date to which the latest published audited accounts of the Company were made up, up to the Latest Practicable Date, 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.

As at the Latest Practicable Date, 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.

5. DIRECTORS’ COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective associates were considered to have interests in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group or have any other conflicts of interest with the Group pursuant to the Listing Rules.

6. DIRECTORS’ SERVICE CONTRACTS

Save as disclosed below, as at the Latest Practicable Date, none of the Directors had entered or was proposing to enter into a service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

Each of Mr. Li Kwok Tung, Roy and Mr. Lai Ching Ping has entered into a service agreement with the Company for a term of three years commencing 1 April 2006 with a monthly remuneration of HK$237,300 and HK$194,400 respectively. Each of Mr. Lee Kwok Leung, Mr. Chow Chi Wai and Mr. Cheung Chi has entered into a service agreement with the Company for a term of three years commencing 20 February 2006 with a monthly remuneration of HK$50,000, HK$143,000 and HK$120,000 respectively and, for Mr. Lee Kwok Leung only, a monthly housing allowance of HK$15,000. In addition, they will each be entitled to a bonus equivalent to two months’ salary at the end of each financial year and for the first financial year, such bonus shall be calculated in proportion to service rendered starting from their respective commencement dates. Each of them will also be entitled to all reasonable out-of-pocket expenses.

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GENERAL INFORMATION

APPENDIX

7. EXPERT’S QUALIFICATION, CONSENT AND INTERESTS

The following is the qualification of the expert who has given opinion or advice which is contained in this circular:

Name Qualification CIMB-GK Securities (HK) A corporation licensed to carry out business in type 6 Limited regulated activities under the SFO

CIMB-GK Securities (HK) Limited, the Independent Financial Adviser, has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which they are included. The letter and recommendation given by the Independent Financial Adviser are given as of the date of this circular for incorporation herein.

As at the Latest Practicable Date, the Independent Financial Adviser:

• (a) had no direct or indirect interest in any asset which had since 31 December 2006, being the date to which the latest published audited accounts of the Company were made up, been acquired or disposed of by, or leased to, any member of the Group, or was proposed to be acquired or disposed of by, or leased to, any member of the Group; and

• (b) was not beneficially interested in the share capital of any member of the Group nor did they have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

8. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2006, being the date to which the latest published audited consolidated accounts of the Group were made up.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during the normal business hours at the principal place of business of the Company at 6/F, Phase 6, Hong Kong Spinners Industrial Building, 481-483 Castle Peak Road, Kowloon, Hong Kong for a period of 14 days from the date of this circular:

• (a) the Directors’ service contracts as referred to in paragraph 6 of this appendix;

• (b) the Umbro License Agreement;

• (c) the Umbro Distributor Agreement;

• (d) the Master Agreement; and

• (e) the Supplementary Agreement.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

WIN HANVERKY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3322)

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Win Hanverky Holdings Limited (“ Company ”) will be held at 6/F, Phase 6, Hong Kong Spinners Industrial Building, 481-483 Castle Peak Road, Kowloon, Hong Kong on Tuesday, 17 July 2007 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) the terms of the Continuing Connected Transactions (as defined in the circular to be issued by the Company on 25 June 2007 to its shareholders (the “ Circular ”)) be and are hereby generally and unconditionally approved (a copy of the Supplementary Agreement (as defined in the Circular) has been produced to this meeting marked “A” and signed by the chairman of the meeting for identification purpose);

• (b) the maximum aggregate annual value with respect to the Continuing Connected Transactions for the three financial years ending 31 December 2009 as set out in the Circular be and are hereby generally and unconditionally approved; and

• (c) the directors of the Company be and are hereby authorised to (i) in their discretion, agree to variations of the commercial terms of the Continuing Connected Transactions and (ii) do all such further acts and things and execute and affix the common seal of the Company (if necessary) on such further documents and take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of the Continuing Connected Transactions.”

By order of the Board Win Hanverky Holdings Limited Cheung Chi Company Secretary

Hong Kong, 25 June 2007

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Principal Place of Business in Hong Kong: 6/F, Phase 6 Hong Kong Spinners Industrial Building 481 - 483 Castle Peak Road Kowloon, Hong Kong

Notes:

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

2. A form of proxy for use at the meeting is enclosed with the circular to shareholders of the Company.

3. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or two proxies to attend and, in the event of a poll, to vote in his stead. A proxy need not be a member of the Company. In order to be valid, forms of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting thereof.

4. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting. If such member attends the meeting, however, his form of proxy will be deemed to have been revoked.

5. In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”), TSG (BVI) Limited, a shareholder of the Company, and its associates (as defined in the Listing Rules) who are shareholders of the Company shall abstain from voting on the resolution set out in the above notice. The votes to be taken at the meeting will be taken by poll, the results of which will be announced after the meeting.

6. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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