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The Circular Is Important and Requires Your Immediate Attention THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in AMVIG Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. (incorporated in the Cayman Islands with limited liability) (stock code: 2300) (i) DISCLOSEABLE AND CONNECTED TRANSACTION INVOLVING ACQUISITION OF THE REMAINING 45% EQUITY INTERESTS IN FAMOUS PLUS GROUP LIMITED; (ii) MAJOR AND CONNECTED TRANSACTION INVOLVING DISPOSAL OF BRILLIANT CIRCLE HOLDINGS INTERNATIONAL LIMITED; (iii) PROPOSED OFF-MARKET SHARE REPURCHASE; AND (iv) APPLICATION FOR WHITEWASH WAIVER Financial adviser to AMVIG Holdings Limited Optima Capital Limited Independent financial adviser to the Independent Board Committee and the Independent Shareholders Capitalised terms used in this cover have the same meanings as those defined in the section headed “Definitions” in this circular. A letter of advice from the Independent Board Committee is set out on page 26 of this circular. A letter of advice from Access Capital, the independent financial adviser, containing its opinion and advice to the Independent Board Committee and the Independent Shareholders in relation to the Transactions is set out on pages 27 to 56 of this circular. A notice convening the EGM to be held at Room 03-04, 18th Floor, Li Po Chun Chambers, No.189 Des Voeux Road Central, Hong Kong on Friday, 12 February 2010 at 10:00 a.m. is set out on pages 145 to 147 of this circular. A form of proxy for use at the EGM is also enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish. 20 January 2010 * For identification purpose only CONTENTS Page Definitions ................................................................................................................................. 1 Letter from the Board ............................................................................................................. 6 Letter from the Independent Board Committee ................................................................. 26 Letter from Access Capital..................................................................................................... 27 Appendix I — Financial information of the Group ...................................................... 57 Appendix II — Unaudited pro forma financial information of the Resulting Group........................................................................ 123 Appendix III — General information ................................................................................ 134 Notice of EGM.......................................................................................................................... 145 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “2007 Acquisition” the acquisition of the BC Group from Mr. Tsoi pursuant to the 2007 BC Agreement which was completed on 31 October 2007 “2007 BC Agreement” the sale and purchase agreement dated 13 June 2007 between Mr. Tsoi and AMVIG Group (as supplemented) in relation to the 2007 Acquisition “Access Capital” Access Capital Limited, a corporation licensed to carry on type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO, and the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Transactions “Acquisition” the proposed acquisition of the FP Shares pursuant to the terms and conditions of the FP Agreement “acting in concert” has the meaning ascribed to it under the Takeovers Code “Amcor” Amcor Limited, a company incorporated in Australia and the issued shares of which are listed on the Australian Stock Exchange Limited “Amcor Concert Group” Amcor, its associates and parties acting in concert with it “Ample Capital” Ample Capital Limited, a corporation licensed to carry on type 1 (dealing in securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO and the administrator of the Scheme appointed by the Board “AMVIG Group” AMVIG Group Limited, a company incorporated in the British Virgin Islands which is a direct wholly-owned subsidiary of the Company “Announcement” the announcement of the Company dated 30 December 2009 in relation to the Transactions “associates” has the meaning ascribed to it under the Listing Rules “BC Agreement” the conditional sale and purchase agreement dated 22 December 2009 entered into between AMVIG Group and Mr. Tsoi in relation to the Disposal – 1 – DEFINITIONS “BC Completion” completion of the BC Agreement in accordance with the terms and conditions therein “BC Group” Brilliant Circle, its subsidiaries and associated company “BC Loan” all debts owing or incurred by Brilliant Circle to AMVIG Group as at BC Completion “BC Share” one share of US$1.00 in the issued share capital of Brilliant Circle, representing the entire issued share capital thereof “Board” the board of Directors “Brilliant Circle” Brilliant Circle Holdings International Limited, a company incorporated in the British Virgin Islands which is an indirect wholly-owned subsidiary of the Company before BC Completion “Business Day” a day (other than a Saturday and Sunday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours “Changde Goldroc”Changde Goldroc Rotogravure Printing Co., Ltd., an associated company of Brilliant Circle “Companies Law” Companies Law (Cap. 22 of the Cayman Islands) “Company” AMVIG Holdings Limited, a company incorporated in the Cayman Islands and the issued Shares of which are listed on the Main Board of the Stock Exchange “connected person” has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company “Disposal”the sale of the BC Share and the BC Loan by AMVIG Group to Mr. Tsoi pursuant to the terms and conditions of the BC Agreement “Dongguan KWG” Dongguan KWG Colour Printing Co. Ltd. (東莞智源彩印有 限公司), a wholly foreign-owned enterprise in the PRC and a wholly-owned subsidiary of Famous Plus “Dragon Hill” Dragon Hill Group Limited, an investment holding company incorporated in the British Virgin Islands, being the vendor under the FP Agreement – 2 – DEFINITIONS “Dragon Hill Concert Group” Dragon Hill, its associates and parties acting in concert with it “EGM” an extraordinary general meeting of the Company to be convened for the Independent Shareholders to consider and, if thought fit, to approve the Transactions “Executive” the Executive Director of the Corporate Finance Division of the SFC or any of his delegates “Famous Plus” Famous Plus Group Limited, a company incorporated in Hong Kong which is owned as to 55% by World Grand and 45% by Dragon Hill before FP Completion “FP Agreement” the conditional sale and purchase agreement dated 22 December 2009 entered into between World Grand and Dragon Hill in relation to the Acquisition “FP Completion” completion of the FP Agreement in accordance with the terms and conditions therein “FP Group” Famous Plus and its subsidiary (i.e. Dongguan KWG) “FP Shares” 45 ordinary shares of HK$1.00 each in the capital of Famous Plus, representing 45% of the issued share capital thereof “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Board Committee” an independent committee of the Board comprising all the three independent non-executive Directors, established for the purpose of advising and giving recommendation to the Independent Shareholders on the Transactions “Independent Shareholder(s)” Shareholder(s) other than (i) the Amcor Concert Group, (ii) the Tsoi Concert Group, (iii) the Dragon Hill Concert Group, and (iv) those who are involved in, or interested in, the Transactions “Last Trading Day” 22 December 2009, being the last trading day of the Shares on the Stock Exchange immediately before the issue of the Announcement – 3 –
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