Wisdomcome Group Holdings Ltd. — Proxy Solicitation & Information Statement 2002

Jan 31, 2002

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 Rainbow International Holdings Limited (the “Company”), you should at once hand this circular, together with the form of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the 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.

R A I N B O W C O S M E T I C

RAINBOW INTERNATIONAL HOLDINGS LIMITED 彩虹國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

This circular, for which the directors (the “Directors”) of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”) for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This circular will remain on the GEM website with the domain name of www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting.

31 January 2002

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (“GEM”) has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of The Stock Exchange of Hong Kong Limited and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the internet website operated by The Stock Exchange of Hong Kong Limited. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers.

TABLE OF CONTENTS

	Page
Letter from the board of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Appendix – Explanatory statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4

LETTER FROM THE BOARD OF DIRECTORS

R A I N B O W C O S M E T I C

RAINBOW INTERNATIONAL HOLDINGS LIMITED 彩虹國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

Executive Directors: Li Ngar Kwan, Aldy (Chairperson) Liang Kwong Lim (Deputy Chairman) Elbert Lee Chan Sin Kwan

Non-executive Directors: Lai Tin Ying, Michael (alias Lai Siu Tin)

Independent non-executive Directors: Tam Fung Chee Chiu Wai

Registered office: Ugland House P.O. Box 309 George Town Grand Cayman Cayman Islands British West Indies

Head office and principal place of business: 4th Floor, Flat B Sze Hing Loong Ind. Bldg. 44 Lee Chung Street Chai Wan Hong Kong

31 January 2002

To the shareholders of Rainbow International Holdings Limited

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the forthcoming annual general meeting (the “Annual General Meeting”) of Rainbow International Holdings Limited (the “Company”) to be held at 1st Floor, 8 Kai Chiu Road, Causeway Bay, Hong Kong on 28 February 2002 at 9:00 a.m., granting the Directors general mandates to issue and repurchase shares of the Company.

GENERAL MANDATES

On 24 September 2001, resolutions of the then shareholders of the Company were passed to grant general unconditional mandates to the Directors to:–

• (1) allot, issue and deal with (otherwise than by way of rights issues, by virtue of scrip dividend schemes or other similar arrangements in accordance with the articles of association of the Company or pursuant to the exercise of any option which may be granted under the Pre-IPO Share Option Scheme (as defined in the prospectus of the Company dated 28 September

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LETTER FROM THE BOARD OF DIRECTORS

2001 (the “Prospectus”)) or the Share Option Scheme (as defined in the Prospectus)), on behalf of the Company, shares of HK$0.01 each in the capital of the Company (“Shares”) with an aggregate nominal value not exceeding the sum of (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue (including the Remuneration Shares (as defined in the Prospectus)) immediately after completion of the Placing and Public Offer (both as defined in the Prospectus); and (ii) the aggregate nominal amount of the share capital of the Company purchased under the authority referred to in paragraph (2) below; and

• (2) exercise all the powers of and on behalf of the Company to purchase, on GEM or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) for this purpose, Shares with an aggregate nominal value not exceeding 10 per cent of the aggregate nominal amount of the share capital of the Company in issue (including the Remuneration Shares) immediately after completion of the Placing and Public Offer.

Each of the general mandates referred to above remains in effect until the conclusion of the next annual general meeting of the Company, the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held or when it is revoked or varied by an ordinary resolution by the shareholders of the Company in general meeting, whichever is the earliest.

The above general mandates will lapse at the conclusion of the Annual General Meeting, unless renewed at the Annual General Meeting. It is therefore proposed to seek your approval of the ordinary resolutions to be proposed at the Annual General Meeting to renew these general mandates to the Directors.

At the Annual General Meeting, separate ordinary resolutions will be proposed to grant to the Directors fresh general mandates (i) to allot, issue and otherwise deal with Shares not exceeding 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the ordinary resolution no. 4 (“Resolution No. 4”) in the notice of the Annual General Meeting (“Notice”); (ii) to repurchase Shares up to a maximum of 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the ordinary resolution no. 5 (“Resolution No. 5”) in the Notice (“Repurchase Mandate”); and (iii) by extending the general mandate granted pursuant to Resolution No. 4, to allot, issue and otherwise deal with Shares with an aggregate nominal amount not exceeding the aggregate nominal amount of the share capital of the Company purchased pursuant to the Repurchase Mandate (as more particularly described in the ordinary resolution no. 6 (“Resolution No. 6”) in the Notice) ((i), (ii) and (iii) collectively the “Mandates”) during the period from the date of the passing of the Resolutions No. 4 to 6 up to: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or (c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking, varying or renewing the Mandates, whichever occurs first.

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the Repurchase Mandate is set out in the appendix to this circular. The information in the explanatory statement is

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LETTER FROM THE BOARD OF DIRECTORS

to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate.

GENERAL INFORMATION

The Notice is set out in the annual report for the financial year ended 31 October 2001 (“Annual Report”) of the Company which is despatched to shareholders of the Company with this circular.

A form of proxy for the Annual General Meeting is enclosed with the Annual Report. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Hong Kong branch share registrar of the Company, Standard Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

RECOMMENDATION

The Directors are of the opinion that the proposals referred to in this circular are in the best interests of the Company and its shareholders and therefore recommend you to vote in favour of the Resolutions Nos. 4 to 6 to be proposed at the Annual General Meeting.

Yours faithfully,

By order of the Board

Rainbow International Holdings Limited Li Ngar Kwan, Aldy Chairperson

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EXPLANATORY STATEMENT

APPENDIX

This is an explanatory statement given to all shareholders of the Company relating to the Resolution No. 5 to be proposed at the Annual General Meeting granting the Repurchase Mandate.

1. INFORMATION ON GEM LISTING RULES RELATING TO SHARE REPURCHASES

The GEM Listing Rules permit companies whose primary listings are on GEM to repurchase their securities on GEM subject to certain restrictions, the most important of which are summarised below:–

(i) Shareholders’ approval

All proposed repurchases of securities (which must be fully-paid up) by a company with its primary listing on GEM must be approved in advance by an ordinary resolution of shareholders, either by way of general mandate or by specific approval in relation to specific transactions.

(ii) Source of funds

Any repurchases by a company may only be funded out of funds legally available for the purposes in accordance with its memorandum of association and articles of association and the applicable laws of the Cayman Islands. A company may not repurchase its own securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

(iii) Trading restrictions

A company is authorised to repurchase on GEM or on another stock exchange recognised for this purpose by the Securities and Futures Commission and the Stock Exchange a total number of shares which represent up to a maximum of 10 per cent. of the existing issued share capital in the company at the date of the passing of the ordinary resolution approving the repurchase mandate without the prior approval of the Stock Exchange.

A company may not issue or announce a proposed issue of new securities for a period of 30 days immediately following a repurchase whether on GEM or otherwise (except pursuant to the exercise of share options or similar instruments outstanding prior to such repurchase).

In addition, the purchase price of securities purchased on GEM should not be higher than the latest or current independent bid price or the last independent sale (contract) price quoted or reported on the system (as defined in the Rules of the Stock Exchange), whichever is higher. A company shall not make the opening bid or any bid in the last 30 minutes before the close of normal trading hours as stipulated in the Rules of the Stock Exchange.

A company is also prohibited from making securities repurchases on GEM if the repurchase would result in the number of listed securities in the hands of the public falling below the relevant minimum prescribed percentage as required by the Stock Exchange.

A company shall procure that any broker appointed by it to effect the purchase of its own securities shall disclose to the Stock Exchange such information with respect to purchase made on behalf of the company as the Stock Exchange may request.

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EXPLANATORY STATEMENT

APPENDIX

(iv) Status of repurchased securities

The listing of all securities which are repurchased by a company (whether on GEM or otherwise) is automatically cancelled and the certificates of those securities must be cancelled and destroyed as soon as reasonably practicable.

(v) Suspension or repurchases

Any repurchase of securities is prohibited after a price sensitive development has occurred or has been the subject of a decision until the price sensitive information has been made publicly available. In particular, during the period of one month immediately preceding either the preliminary announcement of the company’s annual results or the publication of the company’s half-year report or a quarterly report, a company may not repurchase its securities on GEM, unless the circumstances are exceptional. In addition, the Stock Exchange reserves the right to prohibit a company from making any repurchase of securities on GEM if the company has breached any of the GEM Listing Rules.

(vi) Reporting requirements

A company must report to the Stock Exchange on any repurchases of securities on GEM or otherwise not later than 9:30 a.m. (Hong Kong time) on the following business day. In addition, a company’s annual report and accounts are required to include a monthly breakdown of securities repurchases made during the financial year under review, showing the number of securities repurchased each month (whether on GEM or otherwise), the repurchase price per share or the highest and lowest prices paid for all such repurchases and the total prices paid. The directors’ report is also required to contain reference to the repurchases made during the year and the directors’ reasons for making such repurchases.

The company shall make arrangements with its brokers who effect repurchases to provide the company in a timely fashion with the necessary information in relation to the purchase made on behalf of the company to enable the company to report to the Stock Exchange.

(vii) Connected parties

A company is prohibited from knowingly repurchasing securities on GEM from a “connected person”, that is, a director, chief executive, substantial shareholder or management shareholder of the company or an associate of any of them (as defined in the GEM Listing Rules), and a connected person is prohibited from knowingly selling his securities to the company on GEM.

2. EXERCISE OF THE REPURCHASE MANDATE

As at 25 January 2002, being the latest practicable date (“Latest Practicable Date”) prior to the printing of this circular, the issued share capital of the Company comprised 350,000,000 Shares.

Subject to the passing of the Resolution No. 5 and on the basis that no further Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 35,000,000 Shares during the period from the date of the passing of the Resolution No. 5 as set out in the Notice up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period

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EXPLANATORY STATEMENT

APPENDIX

within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the shareholders of the Company in general meeting, whichever occurs first.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company may not purchase its own securities on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

5. IMPACT ON WORKING CAPITAL OR GEARING POSITION

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest prices at which the Shares were traded on GEM since the listing of the Shares on the GEM on 15 October 2001 were as follows:–

		Shares
	Highest		Lowest
	HK$		HK$
October 2001 (effective from 15 October 2001)	0.60		0.495
November 2001	0.65		0.55
December 2001	0.67		0.57
January 2002 (up to and including the Latest Practicable Date)	0.70		0.58

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EXPLANATORY STATEMENT

APPENDIX

7. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the memorandum and articles of association of the Company and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the shareholders of the Company.

As at the Latest Practicable Date, no connected person (as defined in the GEM Listing Rules) has notified the Company that it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the shareholders of the Company.

8. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Hong Kong Code on Takeovers and Merger (“Code”). As a result, a shareholder, or a group of shareholders acting in concert (within the meaning under the Code), depending on the level of increase in the shareholder’s interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Code.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to exercise the Repurchase Mandate if such is approved by the shareholders of the Company, to such an extent as would give rise to an obligation to make a mandatory general offer under Rule 26 or Rule 32 of the Code.

As at the Latest Practicable Date, by virtue of the Securities (Disclosure of Interests) Ordinance (Chapter 396 of the Laws of Hong Kong), Ms. Li Ngar Kwan, Aldy, who is a substantial shareholder of the Company, was interested in an aggregate of 181,552,291 Shares, representing approximately 51.87 per cent. of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the Resolution No. 5 to be proposed at the Annual General Meeting, then (if the present shareholdings otherwise remained the same) the interest of Ms. Li Ngar Kwan, Aldy in the Company would be increased to approximately 57.63 per cent. of the issued share capital of the Company and she will not be obliged to make a mandatory offer under Rule 26 of the Code.

9. SHARE PURCHASE MADE BY THE COMPANY

No purchases of Shares have been made by the Company since dealings in Shares on GEM commenced on 15 October 2001, whether on the Stock Exchange or otherwise.

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