Win Hanverky Holdings Limited — Proxy Solicitation & Information Statement 2007

Feb 23, 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)

CONNECTED TRANSACTION

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

CIMB-GK Securities (HK) Ltd.

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 page 10 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 11 to 13 of this circular.

A notice convening an extraordinary general meeting of Win Hanverky Holdings Limited to be held at Room 3203, 32/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong on Wednesday, 14 March 2007 at 2:00 p.m. is set out on pages 20 to 21 of 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 Holding 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.

23 February 2007

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-9
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11-13
Appendix — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14-19
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20-21

— i —

DEFINITIONS

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

“Agreement”	the subscription and shareholders’ agreement entered into
	between Frankton, TSG BVI and Win Sports on 5 February
	2007
“Announcement”	the announcement of the Company dated 5 February 2007
	regarding the Agreement and the transactions contemplated
	thereunder
“associate(s)”	shall have the meaning as ascribed to it under the Listing
	Rules
“Board”	the board of Directors of the Company
“Business Day”	means a day (other than Saturday and days on which a tropical
	cyclone warning No.8 or above or a “black” rainstorm
	warning signal is hoisted in Hong Kong at any time between
	9:00 am and 5:00 pm) on which banks are generally open in
	Hong Kong for general banking business
“Company”	Win Hanverky Holdings Limited, a company incorporated in
	the Cayman Islands with limited liability, the Shares of which
	are listed on the main board of the Stock Exchange
“Completion”	completion of the subscription for the Frankton Subscription
	Shares and the Founder Subscription Shares in accordance
	with the Agreement
“Directors”	the directors of the Company
“EGM”	the extraordinary general meeting of the Company to be
	convened at Room 3203, 32/F., Admiralty Centre 1, 18
	Harcourt Road, Hong Kong on Wednesday, 14 March 2007 at
	2:00 p.m. for the purpose of approving the Agreement and the
	transactions contemplated thereunder
“Enlarged Group”	the Group and the Win Sports Group
“Founder Subscription Shares”	the 5,000,000 shares in the capital of Win Sports proposed to
	be subscribed by TSG BVI under the Agreement
“Four Soccer Teams”	Manchester United Football Club, Barcelona Football Club,
	Juventus Football Club and Paris Saint-Germain Football
	Club

— 1 —

DEFINITIONS

“Frankton”	Frankton International Limited, a company incorporated in
	the British Virgin Islands and a wholly-owned subsidiary of
	the Company
“Frankton Subscription Shares”	the 45,000,000 shares in the capital of Win Sports proposed to
	be subscribed by Frankton under the Agreement
“Group”	the Company and its subsidiaries from time to time
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“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 Agreement
	and the transactions contemplated thereunder
“Independent Financial Adviser”	CIMB-GK (Securities) (HK) Ltd.
“Independent Shareholder(s)”	has the meaning as ascribed to it under the Listing Rules
“Latest Practicable Date”	21 February 2007, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“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
“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
“SFO”	Securities and Futures Ordinance (Cap.571 of the Laws of
	Hong Kong)
“Shareholder(s)”	shareholders of the Company
“Share(s)”	shares of HK$0.10 each in the capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

— 2 —

	DEFINITIONS
“Subscription Share(s)”	Founder Subscription Shares	and Frankton	Subscription
	Shares
“TSG BVI”	TSG (BVI) Limited, a company incorporated		in the BVI
	which is owned and controlled	by Mr. Samuel	Ho and his
	relatives
“Win Sports”	Win Sports Limited, a company	incorporated in	Hong Kong,
	which is owned as to 50% by TSG BVI and 50%		by Frankton
	as at the Latest Practicable Date
“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 Non-executive Directors: Tower One

Independent Non-executive Directors:

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

23 February 2007

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

INTRODUCTION

Reference is made to the Announcement dated 5 February 2007 in relation to the Agreement and the transactions contemplated thereunder. The Directors announced that Frankton, a wholly-owned subsidiary of the Company, has entered into the Agreement on 5 February 2007 with TSG BVI and Win sports, pursuant to which, among others, Frankton and TSG BVI have agreed to subscribe for the Frankton Subscription Shares and the Founder Subscription Shares respectively. The Agreement also regulates the respective rights of Frankton and TSG BVI with regards to Win Sports.

— 4 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) the details of the Agreement; (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; and (iv) the notice of EGM at which the ordinary resolution will be proposed to approve the Agreement and the transactions contemplated thereunder by way of poll.

THE SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT

Date 5 February 2007 Parties Frankton and TSG BVI, both as subscribers and Win Sports

Principal terms of the Agreement

Subscription of shares in Win Sports

Pursuant to the Agreement, Frankton and TSG BVI respectively agrees to subscribe for and Win Sports agrees to issue the Frankton Subscription Shares to Frankton and the Founder Subscription Shares to TSG BVI at a consideration of HK$45,000,000 (HK$1 per Subscription Share) and HK$5,000,000 (HK$1 per Subscription Share) respectively. The consideration was determined after arm’s length negotiation between the parties. Such consideration from Frankton shall be satisfied in cash and is intended to be funded by the Company’s internal resources. The consideration from TSG BVI shall be set off against the loan in the sum of HK$5,000,000 owing by Win Sports to TSG BVI at Completion.

Completion of the Agreement is conditional upon:

• (i) the Independent Shareholders of the Company approving the Agreement and the transactions contemplated thereunder; and

• (ii) the increase of the authorised share capital of Win Sports to HK$80,000,000 divided into 80,000,000 shares.

Completion of the Agreement shall take place on the third Business Day or such other date as the parties may agree in writing following the fulfilment of the above conditions. In the event that the above-mentioned conditions shall not have been satisfied on or before 31 March 2007 (or such later date as the parties may agree in writing), the parties to the Agreement shall not be bound to proceed with their respective obligations under the Agreement and all rights and liabilities of the parties thereunder shall cease and no party shall have any claim against any other parties save in respect of any antecedent breaches of the Agreement.

— 5 —

LETTER FROM THE BOARD

As at the Latest Practicable Date, Win Sports is owned as to 50% by TSG BVI and 50% by Frankton. The existing 50% interest in Win Sports was acquired by the Group in April 2006. Following Completion, Frankton will hold 60,000,000 shares, representing 75% interest, in Win Sports, with TSG BVI being the holder of the remaining 25% interest in Win Sports. After Completion, the Win Sports Group will become a subsidiary of the Company and its results will be consolidated into that of the Group.

Win Sports shall procure the discharge of all bank guarantees or any other security arrangement in favour of any Win Sports Group companies within 30 days from the date of Completion.

Board representation

The board of directors of Win Sports shall consist of a maximum of four directors. For so long as each of Frankton and TSG BVI maintains their respective 75% and 25% proportionate interest in Win Sports following Completion, Frankton and TSG BVI shall have the right to appoint and remove up to three directors and one director, respectively, to the board of directors of Win Sports.

Transfer of shares in Win Sports

Each of Frankton and TSG BVI shall not transfer any of its shares in the capital of Win Sports except in accordance with the provisions of the Agreement.

Reasons for entering into the Agreement

As a result of Completion, the Company will be able to control the operation of Win Sports, which is currently the Group’s jointly controlled entity. The Directors are of the view that the transactions contemplated under the Agreement are in line with the Group’s strategy to increase operational control over its distribution businesses and to enhances its strategic position in the retail and wholesale markets in Hong Kong and the PRC.

The Directors, excluding the independent non-executive Directors whose opinion is included in the letter from the Independent Board Committee set out on page 10 of this circular, are of the view that the Agreement and the transactions contemplated thereunder have been entered into on normal commercial terms, and are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

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 the Announcement, Mr. Samuel Ho is a connected person of the Company and TSG BVI, as an associate of Mr. Samuel Ho, is also

— 6 —

LETTER FROM THE BOARD

a connected person of the Company. Win Sports is indirectly owned as to 50% by the Company and 50% by TSG BVI prior to Completion. 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.

Accordingly, the entering into of the Agreement and the transactions contemplated thereunder constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As the consideration for the Frankton Subscription Shares (together with the consideration for the acquisition of the existing 50% in Win Sports in the sum of HK$15,000,000 in April 2006) is over HK$10,000,000 and one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Agreement will exceed 2.5%, the Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

INFORMATION OF THE GROUP

The Group is principally engaged in the manufacturing and distribution of sportswear and active and outer wear. The principal activity of Frankton is investment holding.

INFORMATION OF TSG BVI

The principal activity of TSG BVI is investment holding.

INFORMATION OF THE WIN SPORTS GROUP

Win Sports is the exclusive licensed distributor of sportswear and accessories of the Four Soccer Teams in the PRC, the Macau Special Administrative Region of the PRC, Hong Kong and Taiwan region.

The unaudited consolidated net asset value of the Win Sports Group as at 31 December 2006 amounted to approximately HK$20,298,000. The unaudited profit of Win Sports (both before and after taxation and extraordinary items) for the year ended 31 December 2005 was approximately HK$307,000 and the unaudited loss of Win Sports (both before and after taxation and extraordinary items) for the year ended 31 December 2006 was approximately HK$4,769,000. The unaudited consolidated loss of the Win Sports Group (before taxation and extraordinary items) for the nine months since its acquisition by the Group in April 2006 to 31 December 2006 was approximately HK$596,000 and the unaudited consolidated loss of the Win Sports Group (after taxation and extraordinary items) for the nine months since its acquisition by the Group in April 2006 to 31 December 2006 was approximately HK$1,253,000. Win Sports has been equity accounted for as an associate company of the Company in accordance with Hong Kong Financial Reporting Standards.

— 7 —

LETTER FROM THE BOARD

EGM

The EGM will be held to consider and, if thought fit, pass the ordinary resolutions to approve the Agreement and the transactions contemplated thereunder. As at the Latest Practicable Date, Mr. Samuel Ho 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. Mr. Samuel Ho and his associates 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 Agreement and the transactions contemplated thereunder. To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, no Shareholder (other than Mr. Samuel Ho) has a material interest in the Agreement and the transactions contemplated thereunder and is required to abstain from voting for the approval of the Agreement and the transactions contemplated thereunder.

A notice convening the EGM to be held at Room 3203, 32/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong on Wednesday, 14 March 2007 at 2:00 p.m. is set out on pages 20 to 21 of 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 the 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 holding 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

• (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

— 8 —

LETTER FROM THE BOARD

• (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 terms of the Agreement and the transactions contemplated thereunder. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders with respect to the Agreement and the transactions contemplated thereunder.

RECOMMENDATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out on page 10 of this circular which contains the recommendation of the Independent Board Committee to the Independent Shareholders on the terms of the Agreement and the transactions contemplated thereunder; and (ii) the letter from the Independent Financial Adviser set out on pages 11 to 13 of this circular which contains its recommendations to the Independent Board Committee and the Independent Shareholders in relation to the terms of the Agreement and the transactions contemplated thereunder.

The Directors (including the independent non-executive Directors, whose opinion is included in the letter from the Independent Board Committee set out on page 10 of this circular) consider that the terms of the Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable so far as the Independent Shareholders are concerned 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).

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

The following is the text of a letter from the Independent Board Committee to the Independent Shareholders prepared for incorporation in this circular.

WIN HANVERKY HOLDINGS LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock code: 3322)

23 February 2007

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

We have been appointed as members of the Independent Board Committee to advise you in connection with the Agreement and the transactions contemplated thereunder, details of which are set out in the “Letter from the Board” in the circular issued by the Company to its Shareholders dated 23 February 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 Agreement and the transactions contemplated thereunder 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.

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 terms of the Agreement and the transactions contemplated thereunder to be of normal commercial terms, 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 Agreement and the transactions contemplated thereunder on pages 20 to 21 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 Wun Kwang Vincent Independent non-executive Director Independent non-executive Director

— 10 —

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.

CIMB-GK Securities (HK) Limited

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

23 February 2007

To the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Agreement and the transactions contemplated thereunder. Details of the terms of the Agreement are set out in the letter from the Board as contained in the circular of the Company to the Shareholders dated 23 February 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. We have also assumed that the information, facts and 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 dispatch of the Circular. We have no reason to doubt the truth, accuracy and completeness of the information, facts and representations provided and represented to us by the Company and the Directors. 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 and documents to satisfy ourselves that we have a reasonable basis to assess the fairness and reasonableness of the terms of the Agreement in order to reach an informed view, to justify reliance on the accuracy of the information contained 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 Group, TSG BVI, the Win Sports Group or any of their respective associates.

— 11 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion for the Agreement, we have considered the following principal factors and reasons:

Background and reasons

The Group is an integrated sportswear, active and outer wear manufacturer and distributor for international sports brands. The principal activity of Win Sports is the exclusive licensed distributor of sportswear and accessories of the Four Soccer Teams in the PRC, the Macau Special Administrative Region of the PRC, Hong Kong and Taiwan. Win Sports is currently a jointly controlled entity of the Company as to 50% owned by Frankton and 50% by TSG BVI. As noted from the information provided by the Company, since the Company’s acquisition of the Win Sports Group in April 2006, the Win Sports Group has been making a loss and the unaudited consolidated loss of the Win Sports Group (after taxation and extraordinary items) for the nine months since acquisition by the Company in April 2006 to 31 December 2006 was approximately HK$1,253,000.

Pursuant to the Agreement, Frankton and TSG BVI respectively agrees to subscribe for and Win Sports agrees to issue the Frankton Subscription Shares to Frankton and the Founder Subscription Shares to TSG BVI at a consideration of HK$45,000,000 and HK$5,000,000 respectively. Following Completion, Frankton will have a 75% interest, in Win Sports, with TSG BVI holding the remaining 25% interest in Win Sports. As advised by the Company, the Agreement represents a new round of capital injection to Win Sports for future business expansion. After Completion, Win Sports will become a subsidiary of the Company and its results will be consolidated into that of the Group.

We noted that upon Completion the Company will be able to control the operation of Win Sports and that the Agreement is in line with the Group’s strategy to increase operational control over its distribution businesses and to enhances its strategic position in the retail and wholesale markets in Hong Kong and the PRC.

Given the above, we consider that the Agreement is in line with the stated business strategy of the Company and, is in the interest of the Company and the Shareholders as a whole.

The Consideration

The consideration for the Frankton Subscription Shares is HK$45,000,000 (“Consideration”) and the Founder Subscription Shares is HK$5,000,000.

As at 31 December 2006, the total share capital of Win Sports was HK$30,000,000, which was contributed as to HK$15,000,000 by Frankton in March 2006 and as to HK$15,000,000 by TSG BVI. We note that the consideration for the Frankton Subscription Shares and the Founder Subscription Shares has been determined by reference to their existing capital contribution in Win Sports and their shareholding percentage in the enlarged share capital of Win Sports upon Completion. Given that i)

— 12 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

the Agreement is a new round of capital injection and Win Sports is still in its initial stage of operation; ii) the percentage holding by Frankton as well as TSG BVI in Win Sports is proportional to their capital contribution upon Completion, we consider that the Consideration is fair and reasonable so far as the Company and the Independent Shareholders are concerned.

POSSIBLE FINANCIAL EFFECT

Net asset value

Upon Completion, the Win Sports Group will be consolidated into that of the Group. As at 31 December 2006, the unaudited consolidated net asset value of the Win Sports Group was approximately HK$20,298,000. As advised by the Company, there will not be any material adverse impact on the net asset value of the Group upon Completion.

Earnings

Upon Completion, the Win Sports Group will become a subsidiary of the Company and its results will be consolidated into that of the Group.

Working capital

The Consideration will be paid in cash and is intended to be funded by the Company’s internal resources. As noted from the 2006 interim report of the Group, the cash and cash equivalent of the Group amounted to approximately HK$104 million. As advised by the Company, the entering into of the Agreement should not have any material adverse impact to the liquidity and cash flow position of the Group.

RECOMMENDATION

Having considered the principal factors and reasons referred to the above, we consider that the Agreement is in the interests of the Company and the Shareholders as a whole and the terms thereof are fair and reasonable so far as the Company and the Independent Shareholders are concerned. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Agreement.

Yours faithfully, For and on behalf of

CIMB-GK Securities (HK) LIMITED Alex Lau Flavia Hung Executive Vice President Senior Vice President

— 13 —

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. 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 of	Approximate
		Shares or	percentage
		underlying	of interest in
Name of Director	Capacity	Shares	the Company
Mr. Li Kwok Tung, Roy	Interests in controlled	736,735,967	59.18%
	company (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).

— 14 —

GENERAL INFORMATION

APPENDIX

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

				Approximate
				percentage
	Associated		Number of	of interest in
Name of Director	Corporation	Capacity	shares	the 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 full	Approximate
	exercise of the	percentage of
Grantee and	Pre-IPO Share	total issue
Position	Option	Shares	Exercise Periods	Exercise Price
Cheung Chi	12,000,000	0.96%	33% upon Listing on 6	30% discount to
Executive Director			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	At Offer Price
Executive			on 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%

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

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GENERAL INFORMATION

APPENDIX

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 not 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 Enlarged Group, or in any option, in respect of such securities were as follows:

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

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

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

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GENERAL INFORMATION

APPENDIX

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

					Approximate
					percentage of
					interest in the
				Number of	relevant member
Name	**Member of **	the Group	Capacity	shares	of the Group
Wong King Kuen	Bowker Faith Garment Factory		Personal	580,000	29%
	Limited		interest
Chan Siu Wa	Bowker Pacific Garments Limited		Personal	45,000	15%
			interest
Leung Yiu Ming	Bowker Pacific Garments Limited		Personal	45,000	15%
			interest
Chan Siu Wa	Bowker International Company		Personal	15	15%
	Limited		interest
Leung Yiu Ming	Bowker International Company		Personal	15	15%
	Limited		interest
Fu Chi Sing	Bowker (China) Company Limited		Personal	290	29%
			interest
			Beneficial	US$150,000	27.3%
(Yunfu Hong Tai	(Sport City Garment Factory		interest	of total
Garment Co. Ltd.*)	Company Limited*)			registered
				capital
Lai Ho Man			Interests in	US$550,000 US$150,000	27.3%
	(Sport City Garment Factory		controlled	of total
	Company Limited*)		corporation	registered
			(Note 1)	capital
				US$550,000
Tam Shuk Wai	Win Gear (Asia Pacific) Company		Personal	22,500	45%
	Limited		interest
Chan Hon Kwan	Bowker Garment Accessories		Personal	200	20%
	Company Limited		interest
Umbro International	Team & Sports Limited		Beneficial	1,250 A Shares	25%
Limited			interest	1,000 B Shares	(Note 2)
TSG BVI	Win Sports		Beneficial	15,000,000	50%
			interest		(Note 3)

Notes:

• (1) (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.

• (2) Umbro International Limited will be interested in 40% issued share capital of Team & Sports Limited upon completion of the sale and purchase agreement as more particularly described in the circular of the Company dated 23 February 2007 regarding the acquisition of interest in Team & Sports Limited by Umbro International Limited.

• (3) TSG BVI’s interest will be diluted to 25% upon completion of the Agreement.

* 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, who was, directly or indirectly, interested in ten 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 Enlarged 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 2005, being the date to which the latest published audited accounts of the Group were made up, up to the Latest Practicable Date, been acquired or disposed of by, or leased to, any member of the Enlarged Group, or are proposed to be acquired or disposed of by, or leased to, any member of the Enlarged 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 Enlarged 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 Enlarged 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 AND CONSENT

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 A corporation licensed to carry out business in type 6 (HK) Ltd. regulated activities under the SFO

CIMB-GK (Securities) (HK) Ltd., 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.

8. EXPERT’S INTERESTS

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

• (a) had no direct or indirect interest in any asset which had since 31 December 2005, 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.

9. 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 2005, being the date to which the latest published audited accounts of the Group were made up.

10. DOCUMENTS 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 6th Floor, 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; and

• (b) the 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 shareholders of Win Hanverky Holdings Limited (“ Company ”) will be held at Room 3203, 32/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong on Wednesday, 14 March 2007 at 2:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“ THAT

• (a) the subscription and shareholders’ agreement (the “ Agreement ”, a copy of which has been produced to the meeting and marked “A” and initialled by the Chairman of the meeting for identification purposes) dated 5 February 2007 made among Frankton International Limited (“ Frankton ”), a wholly-owned subsidiary of the Company, TSG (BVI) Limited (“ TSG BVI ”) and Win Sports Limited (“ Win Sports ”) in relation to the subscription of additional shares by each of Frankton and TSG BVI in Win Sports, and the transactions contemplated thereunder or incidental to the Agreement, and all actions taken or to be taken by the Company and/or its subsidiaries pursuant to the Agreement as more particularly described in the circular to the shareholders of the Company dated 23 February 2007 (the “ Circular ”), a copy of which has been produced to the meeting and marked “B” and initialled by the Chairman of the meeting for the purpose of identification) be and are hereby generally and unconditionally approved, ratified and confirmed; and

• (b) any one executive director of the Company be and are hereby authorised for and on behalf of the Company to do all such acts and things, to sign and execute all such other documents, deeds, instruments and agreements and to take such steps as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Agreement or any of the transactions contemplated under the Agreement and all other matters incidental thereto, including (without limitation) exercising or enforcing any right thereunder, and to agree to any amendment to any of the terms of any of the Agreement which in the opinion of any director of the Company is not of a material nature and is in the interests of the Company.”

By Order of the Board Cheung Chi Company Secretary

Hong Kong, 23 February 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) 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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