Win Hanverky Holdings Limited — Proxy Solicitation & Information Statement 2008

Nov 28, 2008

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 or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

Win Hanverky Holdings Limited 永嘉集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3322)

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

Independent financial adviser to the Independent Board Committee

and the Independent Shareholders

A letter from the Board is set out on pages 4 to 10 of this circular.

A letter from the Independent Board Committee, containing its recommendation to the Independent Shareholders, is set out on page 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 18 of this circular.

A notice convening an EGM of the Company to be held at 6/F., Phase 6, Hong Kong Spinners Industrial Building, 481-483 Castle Peak Road, Kowloon, Hong Kong on Thursday, 18 December 2008 at 2 p.m. is set out on pages 25 to 27 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 the holding of the EGM of the Company 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 of the Company or any adjourned meeting thereof (as the case may be) should you so wish.

1 December 2008

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4-10
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12-18
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19-24
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25-27

— i —

DEFINITIONS

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

• “Al-Aham”

Al-Aham Garment Manufacturing Co., Ltd.*, a limited liability company incorporated under the laws of Jordan, being an indirect wholly-owned subsidiary of the Company

• “associate(s)”

• has the meaning as ascribed to it under the Listing Rules

• “Board” the board of Directors

• “Company”

• Win Hanverky Holdings Limited

• “Connected Person(s)” has the meaning as ascribed to it under the Listing Rules

• “Directors” directors of the Company

• “EGM”

• the extraordinary general meeting of the Company to be held on Thursday, 18 December 2008 at 6/F., Phase 6, Hong Kong Spinners Industrial Building, 481-483 Castle Peak Road, Kowloon, Hong Kong for the purpose of approving (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and their respective annual caps

• “Existing Continuing Transactions”

• the continuing connected transactions subsisting as at the Latest Practicable Date, and between (1) the Group and Oceanjade in relation to sourcing of fabrics and related fabric-samples from Oceanjade; and (2) the Group and Umbro International in relation to the supply of Umbro Products to the Umbro Group, as disclosed in the Prospectus

• “Existing Master Agreement(s)”

• the existing master agreement entered into between (1) the Group and each of (2) Oceanjade and Umbro International, respectively, as described in the Prospectus

• “Fabric Sourcing Transaction”

• transactions between Rich Form and Oceanjade for sourcing of fabrics and related fabric-samples from Oceanjade as described in the paragraph headed “Fabric Sourcing Transaction” in the “Letter from the Board” in this circular

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

— 1 —

DEFINITIONS

“Independent Board Committee” an independent committee of the Board, comprising all the independent non-executive Directors, who have no material interests in (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, namely Dr. CHAN Kwong Fai, Messrs. KWAN Kai Cheong, MA Ka Chun and WUN Kwang Vincent, established to advise the Independent Shareholders in relation to (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and their respective annual caps “Independent Financial Adviser” Taifook Capital Limited, the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in relation to (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and their respective annual caps

• “Independent Shareholder(s)” has the meaning as ascribed to it under the Listing Rules

“Independent Third Parties” third parties which, together with their respective beneficial owner(s) (if any) and to the best of the Director’s knowledge, information and belief after having made reasonable enquiries, are independent of the Company and its Connected Persons “Latest Practicable Date” 26 November 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rule(s)” The Rules Governing the Listing of Securities on the Stock Exchange

• “Mr. CHAN”

• Mr. CHAN Kam Cheong, a Connected Person of the Company

• “Mr. LI” Mr. LI Kwok Tung Roy, a Director and one of the controlling shareholders of the Company

• “New Master Agreement(s)” the new master agreement entered into between (1) the Group and each of (2) Oceanjade and Umbro International, respectively, as described in the “Letter from the Board” in this circular

• “NYL Products” a selected range of active wear products bearing the NYL brands sold by the Group

“Oceanjade” Oceanjade Corporation Limited, a limited company incorporated under the laws of Hong Kong, being a Connected Person of the Company

“Percentage Ratios” shall have the meaning as ascribed to it under Chapter 14 of the Listing Rules

— 2 —

DEFINITIONS

“Pre-IPO Share Option(s)”	the options granted by the Company to certain employees and
	a consultant of the Group prior to the listing of the Shares on
	the main board of the Stock Exchange on 6 September 2006
“Prospectus”	the prospectus of the Company dated 25 August 2006
“Quinta”	Quinta Asia Limited, a company incorporated in the British
	Virgin Islands and is beneficially owned as to 70% by Mr. LI
	and 30% by Mr. LAI Ching Ping
“Rich Form”	Rich Form (HK) Limited, a limited company incorporated
	under the laws of Hong Kong, being an indirect wholly-owned
	subsidiary of the Company
“SFO”	Securities and Futures Ordinance (Cap.571 of the Laws of
	Hong Kong)
“Shares”	shares of HK$0.10 each in the capital of the Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“T&S HK”	Team & Sports Limited, a limited company incorporated
	under the laws of Hong Kong, being an indirect 60%-owned
	subsidiary of the Company
“Umbro International”	Umbro International Limited, a limited company incorporated
	under the laws of the United Kingdom, being a substantial
	shareholder of T&S HK and a Connected Person of the
	Company
“Umbro Group”	Umbro International and its affiliates
“Umbro Product Sales	transactions between WH Sportswear and Umbro
Transaction”	International for the supply of Umbro Products to the Umbro
	Group as described in the paragraph headed “Umbro Product
	Sales Transaction” in the “Letter from the Board” in this
	circular
“Umbro Products”	products bearing the UMBRO brand for the Umbro Group’s
	distribution in the European Union
“WH Sportswear”	Win Hanverky Sportswear Company Limited, a limited
	liability company incorporated under the laws of the British
	Virgin Islands, being a direct wholly-owned subsidiary of the
	Company

* for indentification purposes only

— 3 —

LETTER FROM THE BOARD

Win Hanverky Holdings Limited 永嘉集團控股有限公司

(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 CHEUNG Chi Hutchins Drive LEE Kwok Leung P.O. Box 2681 CHOW Chi Wai Grand Cayman KY1-1111 Cayman Islands

Independent Non-executive Directors:

CHAN Kwong Fai Head Office and Principal Place of Business KWAN Kai Cheong in Hong Kong: MA Ka Chun 6/F., Phase 6 WUN Kwang Vincent Hong Kong Spinners Industrial Building 481-483 Castle Peak Road Kowloon Hong Kong

1 December 2008

To the Shareholders

Dear Sir or Madam,

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

Reference is made to the announcement of the Company dated 19 November 2008 in relation to (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction.

Reference is further made to the Prospectus as regards the Existing Continuing Transactions. The Group had obtained from the Stock Exchange a waiver on 22 August 2006 from strict compliance with the announcement and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the Existing Continuing Transactions.

The waiver and the Existing Master Agreements will expire on 31 December 2008 and it is currently expected that the Existing Continuing Transactions will continue to be entered into on a recurring basis. In compliance with Rule 14A.35(1) of the Listing Rules, the Group has entered into the New Master Agreements.

— 4 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) further information about (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction; (ii) a notice of the EGM; (iii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iv) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (v) other information prescribed by the Listing Rules.

FABRIC SOURCING TRANSACTION

Rich Form has entered into a New Master Agreement with Oceanjade on substantially the same terms as those of the Existing Master Agreement, with details set forth below:

Principal terms

Date : 19 November 2008 Parties : Rich Form, an indirect wholly-owned subsidiary of the Company, and Oceanjade Description : Sourcing of fabrics and related fabric-samples for the production of NYL Products from Oceanjade Term : From 1 January 2009 to 31 December 2011

Connected Person

Given that Oceanjade is beneficially and wholly-owned by Mr. CHAN’s brother, Mr. CHAN Kam Chuen, and that Mr. CHAN is a chief executive of Al-Aham, Oceanjade is therefore deemed to be an associate of Mr. CHAN, and hence a Connected Person of the Company. Oceanjade is principally engaged in the trading and manufacturing of garment products.

Pricing basis and settlement

The price payable for the fabrics and related fabric-samples will be negotiated on an arm’s length basis and as agreed between the Group and Oceanjade on an order-by-order basis. The terms of each order placed by the Group to Oceanjade will not be more favourable than those placed to other local fabric suppliers of the Group who are Independent Third Parties. The Group will compare factors including pricing, quality of products and timeliness of delivery of Oceanjade with those of other independent fabric suppliers before orders are placed.

All decisions on the choice of suppliers and the terms of the orders, and all related matters that may arise with respect to such orders, will be determined by the senior management personnel who are Independent Third Parties (save on account of their directorships in the Group). Mr. CHAN is not a member of the senior management responsible for such decision making. In addition, such senior management members have been instructed to report directly to the chairman of Rich Form, who is appointed by the Group, or such person as he may designate, to the exclusion of Mr. CHAN.

— 5 —

LETTER FROM THE BOARD

As at the Latest Practicable Date, Mr. LI is the chairman of Rich Form and all other senior management personnel of Rich Form, comprising Mr. WONG Man Fu and Mr. NG Siu Tang, are Independent Third Parties (save on account of Mr. NG Siu Tang’s directorships in the Group) that have no business or other connection with Mr. CHAN, Mr. CHAN’s brother or Oceanjade which may affect their respective ability to make independent decisions.

Settlement may be effected by cash or as may be agreed between parties from time to time.

Reasons for, and benefits of, entering into the transactions

Oceanjade has been one of the suppliers of Rich Form for fabrics and related fabric-samples for the production of NYL Products since 2001. The Directors believe that such transactions are beneficial to the Group as a whole as the Group is able to leverage on its long-established relationship with Oceanjade and the Group would be able to enjoy competitive pricing, quality products and sample development services from Oceanjade.

Given the competitive pricing, quality products and sample development services offered by Oceanjade, the Directors, excluding the independent non-executive Directors (whose opinion on the transactions (including the annual caps) after taking into account the advice from the Independent Financial Adviser is included in the letter of recommendation from the Independent Board Committee set out on page 11 of this circular), are of the view that the transactions (including the annual caps) are (i) on an arm’s length basis and on normal commercial terms which are not less favourable to the Group than the terms available from the Independent Third Parties and (ii) fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Independent Shareholders as a whole.

Historical figures

For each of the two years ended 31 December 2007 and the nine months ended 30 September 2008, the aggregate amount paid by the Group to Oceanjade amounted to approximately HK$49,910,000, HK$43,424,000 and HK$26,673,000, respectively.

Annual caps and Listing Rules implications

The Fabric Sourcing Transaction constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

Based on the actual sales in the first three quarters of the year 2008, the current forecasted sales of Rich Form for the three years ending 31 December 2011, and the anticipated growth of the business of Rich Form, the Directors expect that there will be an increase of approximately 10% in the amount of purchases of fabrics from Oceanjade in each of the three years ending 31 December 2011.

On the above basis, the Directors expect that the aggregate amount that will be paid or payable by the Group to Oceanjade for each of the three years ending on 31 December 2011 will not exceed a maximum cap of HK$42,000,000, HK$46,000,000 and HK$50,000,000, respectively.

— 6 —

LETTER FROM THE BOARD

As each of these maximum caps is more than 2.5% under the applicable Percentage Ratios on an annual basis and is more than HK$10,000,000, the entering into of the Fabric Sourcing Transaction is subject to the reporting, announcement and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

UMBRO PRODUCT SALES TRANSACTION

WH Sportswear has entered into a New Master Agreement with Umbro International on substantially the same terms as those of the Existing Master Agreement, with details set forth below:

Principal terms

Date	:	19 November 2008
Parties	:	WH Sportswear, a direct wholly-owned subsidiary of the Company, and
		Umbro International
Description	:	Supply of Umbro Products by WH Sportswear and/or its affiliates to the
		Umbro Group
Term	:	From 1 January 2009 to 31 December 2011

Connected Person

Umbro International currently has a 40% beneficial ownership in T&S HK which is a 60%-owned subsidiary of the Company. Since Umbro International is a substantial shareholder of a subsidiary of the Company, it is a Connected Person of the Company. The Umbro Group is principally engaged in the design, sourcing and marketing of football-related apparel, footwear and equipment and its products are sold on a worldwide basis.

Pricing basis and settlement

The price chargeable to the Umbro Group will be based principally on terms negotiated on an arm’s length basis as agreed between the Group and the Umbro Group on an order-by-order basis. The Umbro Group will compare factors including pricing, quality of products and timeliness of products and timeliness of delivery with various suppliers of Umbro Products, before orders are placed with the Group. Final decision on the choice of supplier lies solely with the Umbro Group.

Settlement may be effected by cash or as may be agreed between parties from time to time.

Reasons for, and benefits of, entering into the transactions

The Group has been an authorised supplier of the Umbro Group for Umbro Products for the Umbro Group’s distribution in the European Union since August 2004. Apart from sourcing of Umbro Products from Independent Third Party contractors, the Group has also commenced the manufacture of Umbro Products for sales to the Umbro Group since 2008. The Directors believe that such transactions are beneficial to the Group as a whole as they will provide the Group with an additional source of revenue.

— 7 —

LETTER FROM THE BOARD

The Directors, excluding the independent non-executive Directors (whose opinion on the transactions (including the annual caps) after taking into account the advice from the Independent Financial Adviser is included in the letter of recommendation from the Independent Board Committee set out on page 11 of this circular), are of the view that the transactions (including the annual caps) are (i) on an arm’s length basis and on normal commercial terms which are not less favourable to the Group than the terms available from the Independent Third Parties and (ii) fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Independent Shareholders as a whole.

Historical figures

For each of the two years ended 31 December 2007 and the nine months ended 30 September 2008, the aggregate amount received by the Group amounted to approximately HK$50,846,000, HK$57,702,000 and HK$33,602,000, respectively.

Annual caps and Listing Rules implications

The Umbro Product Sales Transaction constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

Based on the actual sales in the first three quarters of the year 2008, the current forecasted sales for the three years ending 31 December 2011, the expected increasing demand of Umbro Products from the Umbro Group subsequent to the acquisition of the Umbro Group by Nike, Inc in March 2008, and the commencement of the supply of self-manufactured Umbro Products for sales to the Umbro Group, the Directors estimate that there will be an approximately 52%, 20% and 20% increase in the amount of sales of Umbro Products to the Umbro Group in each of the three years ending 31 December 2011.

On the above basis, the Directors estimate that the aggregate amount that will be paid or payable to the Group by the Umbro Group for each of the three years ending 31 December 2011 will not exceed a maximum cap of HK$74,000,000, HK$89,000,000 and HK$107,000,000, respectively.

As each of these maximum caps is more than 2.5% under the applicable Percentage Ratios on an annual basis and is more than HK$10,000,000, the entering into of the Umbro Product Sales Transaction is subject to the reporting, announcement and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

INFORMATION OF THE GROUP

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

EGM

The EGM will be held to consider and, if thought fit, pass the ordinary resolutions to approve (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and their respective annual caps, by way of poll. Mr. CHAN, who controls the voting rights in respect of 22,577,928 Shares

— 8 —

LETTER FROM THE BOARD

(representing approximately 1.78 % of the total issued share capital of the Company) as at the Latest Practicable Date, and his associates are required to abstain from voting for the approval of the Fabric Sourcing Transaction (including the annual caps) at the EGM. To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, no Shareholder (other than Mr. CHAN in respect of the Fabric Sourcing Transaction) has a material interest in (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and is required to abstain from voting of the resolutions at the EGM.

A notice convening the EGM to be held at 6/F., Phase 6, Hong Kong Spinners Industrial Building, 481-483 Castle Peak Road, Kowloon, Hong Kong on Thursday, 18 December 2008 at 2 p.m. is set out on pages 25 to 27 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. Details of the poll procedures are set out in the Appendix to this circular.

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 each of (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and their respective annual caps. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders with respect to the terms of each of (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and their respective annual caps.

RECOMMENDATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out in this circular which contains its recommendation to the Independent Shareholders on the terms of each of (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and their respective annual caps; and (ii) the letter from the Independent Financial Adviser set out in this circular which contains its advice to the Independent Board Committee and the Independent Shareholders on the terms of each of (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and their respective annual caps.

The Directors (excluding the independent non-executive Directors, whose opinion is included in the letter from the Independent Board Committee set out on page 11 of this circular) consider that the terms of each of (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and their respective annual caps, 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 resolutions to be proposed at the EGM or any adjourned meeting thereof (as the case may be).

— 9 —

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

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

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

— 10 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Win Hanverky Holdings Limited 永嘉集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3322)

1 December 2008

To the Independent Shareholders

Dear Sir or Madam,

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

We have been appointed as members of the Independent Board Committee to advise you in connection with (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and their respective annual caps, details of which are set out in the “Letter from the Board” in the circular issued by the Company to its Shareholders dated 1 December 2008 (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 Board Committee and the Independent Shareholders in respect of the terms of each of (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and their respective annual caps 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 each of (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, and their respective annual caps, are on normal commercial terms, fair and reasonable so far as the interests of the Independent Shareholders are concerned and in the interests of the Company and Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions as set out in the notice of EGM in respect of (1) the Fabric Sourcing Transaction and (2) the Umbro Product Sales Transaction, including their respective annual caps, on pages 25 to 27 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 of advice from Taifook Capital Limited to the Independent Board Committee and the Independent Shareholders, which has been prepared for inclusion in this circular.

==> picture [135 x 34] intentionally omitted <==

25th Floor New World Tower 16-18 Queen’s Road Central Hong Kong

1 December 2008

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Fabric Sourcing Transaction, the Umbro Product Sales Transaction and their respective proposed annual caps (“Annual Caps”) for these two transactions, details of which are set out in the letter from the Board (“Letter from the Board”) as contained in the circular of the Company dated 1 December 2008 (“Circular”) of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

As set out in the Letter from the Board, the Company has entered into the New Master Agreement with each of Oceanjade and Umbro International, respectively, on 19 November 2008 on substantially the same terms as those of the Existing Master Agreements, which will expire on 31 December 2008. As Oceanjade is beneficially and wholly-owned by Mr. CHAN’s brother, Mr. CHAN Kam Chuen, and that Mr. CHAN is a chief executive of Al-Aham, Oceanjade is therefore deemed to be an associate of Mr. CHAN, and hence a Connected Person of the Company. Umbro International currently has a 40% beneficial ownership in T&S HK, a 60%-owned subsidiary of the Company, it is hence a Connected Person of the Company. Therefore the entering into of the New Master Agreement for each of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction constitutes a continuing connected transaction under Chapter 14A of the Listing Rules. As the Annual Caps in respect of each of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction are more than HK$10,000,000 and the applicable Percentage Ratios in respect of the Annual Caps exceed 2.5% on an annual basis, the entering into of the New Master Agreement with each of Oceanjade and Umbro International and their respective Annual Caps is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

— 12 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprising all the independent non-executive Directors, namely Dr. CHAN Kwong Fai, Mr. KWAN Kai Cheong, Mr. MA Ka Chun and Mr. WUN Kwang Vincent, has been established to advise the Independent Shareholders in respect of the terms of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction and their respective Annual Caps. In our capacity as the independent financial adviser to the Independent Board Committee and the Independent Shareholders, our role is to provide the Independent Board Committee and the Independent Shareholders with an independent opinion as to whether (i) the terms of each of the New Master Agreements under the Fabric Sourcing Transaction and the Umbro Product Sales Transaction are on normal commercial terms, fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole; (ii) each of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction is in the ordinary and usual course of business of the Group; and (iii) the respective Annual Caps are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

BASIS OF OUR OPINION

In formulating our recommendation, we have relied on the information, financial information and facts supplied to us and the representations expressed by the Directors and/or management of the Group and have assumed that all such information, financial information and facts and any representations made to us, or referred to in the Circular, in all material aspects, are true, accurate and complete as at the time they were made and as at the date of the Circular, have been properly extracted from the relevant underlying accounting records (in the case of financial information) and made after due and careful inquiry by the Directors and/or the management of the Group. The Directors and/or the management of the Group have confirmed that, having made all reasonable enquiries and to the best of their knowledge and belief, all relevant information has been supplied to us and that no material facts have been omitted from the information supplied and representations expressed to us. We have also relied on certain information available to the public and have assumed such information to be accurate and reliable. We have no reason to doubt the completeness, truth or accuracy of the information and facts provided and we are not aware of any facts or circumstances which would render such information provided and representations made to us untrue, inaccurate or misleading.

Our review and analyses were based upon, among others, the information provided by the Group including the New Master Agreement under each of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction, the annual report of the Company for the year ended 31 December 2007 and the Circular.

We have also discussed with the Directors and/or the management of the Group with respect to the terms of and reasons for the entering into of the New Master Agreement under each of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction and their respective Annual Caps, and consider that we have reviewed sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent verification of the information nor have we conducted any form of in-depth investigation into the businesses, affairs, financial position or prospects of the Group, Oceanjade and Umbro International and each of their respective associates, and the parties involved in each of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction.

— 13 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our recommendation in respect of the terms of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction and their respective Annual Caps, we have considered the following principal factors and reasons:

I. Background and reasons

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

1. Fabric Sourcing Transaction

The Fabric Sourcing Transaction relates to the sourcing of fabrics and related fabric-samples from Oceanjade for the production of NYL Products. Oceanjade is principally engaged in the trading and manufacturing of garment products and has been one of the suppliers of Rich Form, an indirect wholly-owned subsidiary of the Company. The Group has established business relationship with Oceanjade since 2001. As Oceanjade is beneficially and wholly-owned by Mr. CHAN’s brother, Mr. CHAN Kam Chuen, and that Mr. CHAN is a chief executive of Al-Aham, Oceanjade is therefore deemed to be an associate of Mr. CHAN, and hence a Connected Person of the Company.

As set out in the Letter from the Board, the Directors believe that the Group is able to leverage on its long-established relationship with Oceanjade and the Group would be able to enjoy competitive pricing, quality products and sample development services from Oceanjade. Therefore, we concur with the Directors that the Fabric Sourcing Transaction is in the interests of the Company and the Independent Shareholders as a whole.

2. Umbro Product Sales Transaction

The Umbro Product Sales Transaction relates to the supply of Umbro Products by WH Sportswear, a direct wholly-owned subsidiary of the Company, and/or its affiliates to the Umbro Group. The Group is an authorised supplier of the Umbro Group for Umbro Products for the Umbro Group’s distribution in the European Union. The Group has been supplying such products to the Umbro Group since August 2004. As Umbro International currently has a 40% beneficial ownership in T&S HK, a 60%-owned subsidiary of the Company, it is hence a Connected Person of the Company.

As set out in the Letter from the Board, the Directors believe that the Umbro Product Sales Transaction would provide the Group with an additional source of revenue. Therefore, we concur with the Directors that the Umbro Product Sales Transaction is in the interests of the Company and the Independent Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Both of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction 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 Prospectus. 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 other, the existing Fabric Sourcing Transaction and the existing Umbro product sales transaction respectively, subject to the respective annual caps of HK$54,000,000, HK$62,000,000 and HK$71,000,000, respectively, for the existing Fabric Sourcing Transaction, and HK$75,000,000, HK$90,000,000 and HK$108,000,000, respectively, for the existing Umbro product sales transaction, both for the two years ended 31 December 2007 and the year ending 31 December 2008.

Given the above and the fact that (i) both of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction relate to the Group’s principal business and operations; (ii) the Fabric Sourcing Transaction provides stable source of fabrics supply from Oceanjade and may enhance the brand quality for the NYL Products; and (iii) the Umbro Product Sales Transaction provides the Group with an additional source of revenue from Umbro International and may enhance the brand quality for Umbro Products, we consider that each of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction is in the interest of the Company and the Independent Shareholders as a whole.

II. Basis of determination

1. Fabric Sourcing Transaction

We noted that the purchases of fabrics from Oceanjade are in accordance with terms negotiated on an arm’s length basis and on normal commercial terms, and as agreed between the Group and Oceanjade on an order-by-order basis. As confirmed by the Directors, the terms of each order placed by the Group to Oceanjade will not be more favourable than those placed to other local fabric suppliers of the Group who are Independent Third Parties. The Group will compare factors including pricing, quality of products and timeliness of delivery of Oceanjade with those of other independent fabric suppliers before orders are placed. Based on our review on certain sample purchase invoices, the terms of the purchase from Oceanjade were comparable to the terms offered by other independent fabric supplier for similar products.

As set out in the Letter from the Board, all decisions on the choice of suppliers and the terms of the orders, and all related matters that may arise with respect to such orders, will be determined by the senior management personnel who are Independent Third Parties (save on account of their directorships in the Group). Mr. CHAN is not a member of the senior management responsible for such decision-making. In addition, such senior management members have been instructed to report directly to the chairman of Rich Form, who is appointed by the Group, or such person as he may designate, to the exclusion of Mr. CHAN.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Furthermore, as at the date of the Latest Practicable Date, Mr. LI is the chairman of Rich Form and all other senior management personnel of Rich Form, comprising Mr. WONG Man Fu and Mr. NG Siu Tang, are Independent Third Parties (save on account of Mr. NG Siu Tang’s directorships in the Group) that have no business or other connection with Mr. CHAN, Mr. CHAN’s brother or Oceanjade which may affect their respective ability to make independent decisions.

2. Umbro Product Sales Transaction

We noted that the supplies of the Umbro Products by the Group to the Umbro Group and/or its affiliates are in accordance with terms negotiated on an arm’s length basis and on normal commercial terms, and as agreed between the Group and the Umbro Group on an order-by-order basis. The Umbro Group will compare factors including pricing, quality of products and timeliness of products and timeliness of delivery with various suppliers of Umbro Products, before orders are placed with the Group. Even though, as set out in the Letter from the Board, the final decision on the choice of supplier lies solely with the Umbro Group, we noted from certain sample sales invoices of the Group that the terms of sales for similar products were comparable for sales to Umbro Group and to other independent customers.

Based on the above, since the terms of each of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction are negotiated on an arm’s length basis and on normal commercial terms, we concur with the Directors that the terms of each of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

III. Basis of the Annual Caps

1. Fabric Sourcing Transaction

For each of the two years ended 31 December 2007 and the nine months ended 30 September 2008, the aggregate amount paid to Oceanjade by the Group in respect of the Fabric Sourcing Transaction amounted to approximately HK$49,910,000, HK$43,424,000 and HK$26,673,000, respectively.

The Directors propose that the annual caps in respect of the Fabric Sourcing Transaction for each of the financial years ending 31 December 2009, 2010 and 2011 will not exceed HK$42,000,000, HK$46,000,000 and HK$50,000,000, respectively.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In considering whether the above annual caps proposed by the Company are fair and reasonable so far as the Company and the Independent Shareholders as a whole are concerned, we have discussed with the Directors the basis for setting the annual caps for the Fabric Sourcing Transaction, we noted that the annual caps have been principally determined by the Directors with reference to (i) the historical amounts of purchases from Oceanjade by the Group; (ii) the current forecasted sales of Rich Form for the three years ending 31 December 2011; and (iii) the anticipated growth of the business of Rich Form, which the Directors expect that there will be an increase of approximately 10% in the amount of purchases of fabrics from Oceanjade in each of the three years ending 31 December 2011.

We have discussed with the Directors (i) the historical amounts and prices of fabrics purchased by the Group from Oceanjade, which were at a similar level as those sourced from Independent Third Parties; (ii) the internal projection of the Group for the Fabric Sourcing Transaction; and (iii) the growth rate of 10%, which is lower than the previous budgeted growth rate of 15% adopted for the previous annual caps for the Fabric Sourcing Transaction as stated in the Prospectus.

2. Umbro Product Sales Transaction

For each of the two years ended 31 December 2007 and the nine months ended 30 September 2008, the aggregate amount received by the Group from the Umbro International in respect of the Umbro Product Sales Transaction amounted to approximately HK$50,846,000, HK$57,702,000 and HK$33,602,000, respectively.

The Directors propose that the annual caps in respect of the Umbro Product Sales Transaction for each of the financial years ending 31 December 2009, 2010 and 2011 will not exceed HK$74,000,000, HK$89,000,000 and HK$107,000,000, respectively.

We have discussed with the Directors the basis for setting the respective annual caps for the Umbro Product Sales Transaction, we noted that the annual caps have been principally determined by the Directors with reference to (i) the actual sales with Umbro International in the first three quarters of the year 2008; (ii) the current forecasted sales to Umbro International for the three years ending 31 December 2011; (iii) the expected increasing demand of Umbro Products from the Umbro Group subsequent to the acquisition of the Umbro Group by Nike, Inc in March 2008; and (iv) the commencement of the supply of self-manufactured Umbro Products for sales to the Umbro Group. The Directors estimated that there would be an increase of approximately 52%, 20% and 20% in the amount of sales of Umbro Products to the Umbro Group in each of the three years ending 31 December 2011.

We have discussed with the Directors (i) the historical amounts and prices of Umbro Products sold by the Group; (ii) the internal projection of the Company for the Umbro Product Sales Transaction; and (iii) the growth rate of approximately 52% for the year ending 31 December 2009, which is lower than the previous budgeted growth rate of 79% adopted for the previous annual caps.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on the various factors described above and after taking into account the recurring nature of both of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction, the terms of which are negotiated on an arm’s length basis and on normal commercial terms, we consider that the respective Annual Caps were made by the Directors after due and careful consideration and therefore, we are of the view that the basis of determining the respective Annual Caps is fair and reasonable so far as the Company and the Independent Shareholders are concerned.

RECOMMENDATION

Having considered the above principal factors and reasons, we consider that (i) the terms of each of the New Master Agreements under the Fabric Sourcing Transaction and the Umbro Product Sales Transaction respectively are on normal commercial terms, fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole; (ii) each of the Fabric Sourcing Transaction and the Umbro Product Sales Transaction respectively is in the ordinary and usual course of business of the Group; and (iii) the respective Annual Caps are fair and reasonable so far as the Company and the Independent Shareholders are concerned. Accordingly, we would recommend the Independent Shareholders, and advise the Independent Board Committee to recommend the Independent Shareholders, to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the Fabric Sourcing Transaction and the Umbro Product Sales Transaction contemplated under the New Master Agreements and their respective Annual Caps.

Yours faithfully, For and on behalf of Taifook Capital Limited Derek C.O. Chan Terry Chu Managing Director Director

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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 Directors and chief executive(s) of the Company (if any) in the shares, underlying shares and 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 (“ Model Code ”) adopted by the Company, to be notified to the Company and the Stock Exchange, were as follows:

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
			underlying
			Shares		Percentage
			(Pre-IPO		of interest
		Number of	Share		in the
Name of Directors	Capacity	Shares	Options)	Total	Company
Mr. LI	Interests in	742,985,967	—	742,985,967	58.58%
	controlled company
	(Note 1)
Mr. LAI Ching Ping	Personal interest	4,186,000	—	4,186,000	0.33%
Mr. CHOW Chi Wai	Personal interest	26,520,000	9,000,000	35,520,000	2.80%
			(Note 2)
Mr. CHEUNG Chi	Personal interest	650,000	10,000,000	10,650,000	0.84%
			(Note 3)
Mr. LEE Kwok Leung	Personal interest	—	2,000,000	2,000,000	0.16%
			(Note 4)

Notes:

1. Mr. LI holds 70% of the issued share capital of Quinta. Mr. LI 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 holds the remaining 30% of the issued share capital of Quinta (representing an indirect interest in 222,895,790 Shares or approximately 17.57% shareholding in the Company).

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APPENDIX

GENERAL INFORMATION

1. The exercise price for the Pre-IPO Share Options is HK$1.14 and the exercise period is from 30 June 2008 to 9 May 2016.

2. The exercise price for the Pre-IPO Share Options is HK$1.596 and the exercise period is from 6 September 2006 to 9 May 2016.

3. The exercise price for the Pre-IPO Share Options is HK$2.28 and the exercise period is from 6 September 2006 to 9 May 2016.

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

				Percentage of
				interest in
	Associated		Number of	associated
Name of Directors	corporation	Capacity	shares	corporation
Mr. LI	Quinta	Personal interest	7	70%
Mr. LAI Ching Ping	Quinta	Personal interest	3	30%

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, chief executive(s) or any of their respective associates had any interests or short positions, whether beneficial or non-beneficial, in the shares, the underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which: (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have 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.

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GENERAL INFORMATION

APPENDIX

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 the Directors were aware, the following persons (other than the Directors or chief executive(s) of the Company) 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 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:

Long position in the Shares of the Company

							Percentage
						Number	of interest in
Name				Capacity		of Shares	the Company
Quinta				Beneficial	interest	742,985,967	58.58%
Templeton	Asset	Management	Ltd.	Investment	Manager	114,447,814	10.00%

Saved as disclosed above, as at the Latest Practicable Date, there was no other person (other than the Directors or the chief executive(s) 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 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 had any interest, direct or indirect, in any asset which have since 31 December 2007, 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’ INTERESTS IN COMPETING BUSINESS

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.

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GENERAL INFORMATION

APPENDIX

6. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered into 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)).

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

Taifook Capital Limited A corporation licensed under the SFO to carry on type 6 (advising on corporate finance) regulated activity

Taifook Capital 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 Practice Date, the Independent Financial Adviser:

• (a) had no direct or indirect interest in any asset which had since 31 December 2007, 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

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2007, being the date to which the latest published audited accounts of the Company were made up.

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GENERAL INFORMATION

APPENDIX

9. 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

• (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 five per cent. (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.

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 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 Existing Master Agreement entered into between Rich Form and Oceanjade on 8 August 2006;

• (b) the Existing Master Agreement entered into between Win Hanverky Limited and Umbro International on 21 August 2006;

• (c) the New Master Agreement entered into between Rich Form and Oceanjade on 19 November 2008; and

• (d) the New Master Agreement entered into between WH Sportwear and Umbro International on 19 November 2008.

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GENERAL INFORMATION

APPENDIX

11. GENERAL

• (a) The registered office of the Company is Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

• (b) The Company’s Hong Kong branch share registrar and transfer office is Tricor Investor Services Limited located at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong.

• (c) The company secretary of the Company is Mr. CHEUNG Chi, who is also the qualified accountant of the Company. Mr. CHEUNG Chi is a fellow member of the Hong Kong Institute of Certified Public Accountant and the Association of Chartered Certified Accountant.

• (d) The English text of this circular will prevail over the Chinese text in the event of inconsistency.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Win Hanverky Holdings Limited 永嘉集團控股有限公司

(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 Industries Building, 481-483 Castle Peak Road, Kowloon, Hong Kong on Thursday, 18 December 2008 at 2 p.m. for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

• (a) the terms of the Fabric Sourcing Transaction (as defined in the circular to be issued by the Company on 1 December 2008 to its shareholders (“ Circular ”, a copy of which has been produced to the meeting and marked “ A ” and initialled by the chairman of the meeting for identification purpose)) and the provisions of the new master agreement dated 19 November 2008 entered into between Rich Form (HK) Limited and Oceanjade Corporation Limited (“ Fabric Sourcing Master Agreement ”, a copy of which has been produced to this meeting and marked “ B ” and initialled by the chairman of the meeting for identification purpose) be and are hereby unconditionally approved, ratified and confirmed;

• (b) the maximum aggregate annual values with respect to the Fabric Sourcing Transaction for each of the three years ending 31 December 2011, respectively, as set out in the Circular be and are hereby unconditionally approved; and

• (c) the directors of the Company, acting together, individually or by committee, be and are hereby authorized 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 Fabric Sourcing Master Agreement or any of the transactions contemplated thereunder the Fabric Sourcing Transaction 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 the Fabric Sourcing Master Agreement which in the opinion of any one executive director of the Company is not of a material nature and is in the interests of the Company.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. “ THAT :

2. (a) the terms of the Umbro Product Sales Transaction as defined in the Circular and the provisions of the new master agreement dated 19 November 2008 entered into between Win Hanverky Sportswear Company Limited and Umbro International Limited (“ Umbro Product Sales Master Agreement ”, a copy of which has been produced to this meeting and marked “ C ” and initialled by the chairman of the meeting for identification purpose) be and are hereby unconditionally approved, ratified and confirmed;

3. (b) the maximum aggregate annual values with respect to the Umbro Product Sales Transaction for each of the three years ending 31 December 2011, respectively, as set out in the Circular be and are hereby unconditionally approved; and

4. (c) the directors of the Company, acting together, individually or by committee, be and are hereby authorized 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 Umbro Product Sales Master Agreement or any of the transactions contemplated thereunder the Umbro Product Sales Transaction 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 the Umbro Product Sales Master Agreement which in the opinion of any one executive director of the Company is not of a material nature and is in the interests of the Company.”

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

Hong Kong, 1 December 2008

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.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (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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