Disclosure of Further Corporate Information JOYCE BO Set out below is information disclosed pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”): UTIQUE HOLDINGS LIMITED (A) MANAGEMENT DISCUSSION AND ANALYSIS (1) Business Review The Group has turned in a strong performance for the year ended 31 March 2006, with turnover achievement of HK$755.7 million, representing an increase of 19.4% compared with the same period last year. | ANNUAL REPORT 2005 The turnover growth for the Group was highly satisfactory. The organic growth achieved by the existing stores and the expansion of the retail portfolio, in the second half of the year, in Hong Kong were the main drivers. The Group has decided to focus its financial and management resources on the higher-growth mainland China and Hong Kong markets. The retail operations in Taiwan will be scaled down in the coming financial year. / 2006 Hong Kong | The 16,000 square-foot Joyce flagship store at New World Tower on Queen’s Road Central, 12 reopened in late September 2005 after a ten-week-long renovation period, again set new international benchmarks for retail design, display and service. The new design points the way to 2007, when the store will add more than 19,000 square feet, for a total of 35,000 square feet, completed by March 2007. Five new mono-brand stores were opened in the year under review. In October 2005, a 2,700 square-foot store was opened for Jil Sander and a 1,700 square-foot store was opened for the fabled Balenciaga label, its first flagship store in Hong Kong and an important step in Balenciaga’s worldwide store expansion program. Both stores enjoy prime locations in the Entertainment Building in Central. A 900 square-foot Y’s shop, a successful division of the Yohji Yamamoto label, was also opened on Canton Road in October 2005. Two SJSJ shops were opened in Central and Times Square in November and December 2005, respectively. New designer concession corners, totaling 4,000 square feet, were opened in the third quarter of 2005 at the newly renovated Lane Crawford department stores in the Pacific Place mall in Hong Kong and on Canton Road in Kowloon. The concession corners opened last year in the new Lane Crawford department store at the International Finance Centre (“IFC”) continued to perform well. Joyce Beauty performed steadily. New shops for the French brand Chantecaille, represented exclusively by Joyce in Hong Kong, were established during the year at the Lane Crawford department stores at IFC, Canton Road and Times Square. JOYCE BO Marketing Event marketing activities were stepped up during the year in support of store openings, brand launches and introductions of seasonal collections. The centerpiece of the year’s image-building UTIQUE HOLDINGS LIMITED programme was an innovative show staged in late September 2005 at the Hong Kong Convention and Exhibition Centre in conjunction with the celebration of the reopening of the Joyce flagship store at New World Tower. The evening, branded as F.A.M.E. (Fashion, Arts, Music and Entertainment), was the most exciting fashion event of the Fall/Winter 2005 season, drawing over one thousand guests. | In April 2005, in-store events were mounted for the Italian label Etro and the new BOSS store at ANNUAL REPORT 2005 Festival Walk in Kowloon, and, in association with HSBC, collections were shown at the Pacific Place mall. In-store and trunk shows introducing the Fall/Winter 2006 collections were held for Commes des Garçons, Nina Ricci, Donna Karan, John Galliano, Alexander McQueen, and Dries Van Noten, / 2006 among other signature Joyce labels. | 13 In-store events were also held for the openings of the Jil Sander and Balenciaga shops in the Entertainment Building. Taiwan The Group has decided to scale down its operations in Taiwan, with the exception of the boutiques operating under the jointly controlled entity. Other mono-brand operations will cease at the close of the Spring/Summer 2006 selling season. Mainland China Going forward, the Group is broadening its China strategy, adding direct specialty retailing to its sub-franchising activities, with all mainland operations to be managed under an enlarged China division – Joyce Boutique (China) Limited. Joyce Distribution Limited, the Group’s sub-franchising division, has been renamed as Joyce Boutique (China) Limited. The sub-franchising division in Joyce Boutique (China) Limited continued to develop its business during the year. Its portfolio now comprises twelve stores in total: four Versace boutiques in Chengdu, Chongqing, Kunming and Xian; two JC Versace stores in Qingdao and Nanjing; three Versus shops in Chengdu, Chongqing and Xian; and three Etro stores in Shanghai, Beijing and Nanjing. Jointly Controlled Entity A 50-50 retail jointly controlled entity with a vendor commenced business in July 2005. The jointly controlled entity currently operates 4 mono-brand shops and 4 concession counters in Hong Kong and Taiwan. Disclosure of Further Corporate Information JOYCE BO (2) Financial Review (I) Review of 2005/06 Results and Segmental Performance UTIQUE HOLDINGS LIMITED Group profit attributable to Shareholders for the year ended 31 March 2006 amounted to HK$74.0 million, achieving a 21% profit growth as compared to HK$61.2 million for the same period last year. Basic earnings per share were 4.6 cents (2005: 3.8 cents). The Group turned in another strong performance, achieving turnover of HK$755.7 million for the year, an increase of 19.4% compared with the same period last year. The Hong Kong fashion retail division accounts for 82.4% of the total turnover. | Despite the temporary closure of Joyce’s Hong Kong flagship in Queen’s Road Central during ANNUAL REPORT 2005 its renovation, the Group achieved a notable growth in turnover. This growth was driven by turnover generated by the several new stores and designer concession corners opened in the second half of the year, which increased total selling space in the Group’s retail portfolio by 9%, and by robust growth in turnover at existing stores, underpinned by strong local customer demand in Hong Kong. / 2006 The Group’s gross margin dropped slightly, by 0.7%, despite the strengthening of the Euro | during the year. This relative stability in gross margin was due to the effective hedging of the 14 Euro. Group operating overheads continued to be well managed and firmly controlled. Premises costs, as a percentage of turnover, increased modestly from 18.0% to 18.8% in the face of escalating retail rents. A HK$11.4 million provision was written back in the year under review for potential exposure on the reparation for the unfulfilled purchase commitment to a vendor which has been revised from HK$23.9 million to HK$12.5 million in 2005/06. As a result of the scaled down operations in Taiwan in the coming financial year, a provision for restructuring costs of retail shops of HK$5.6 million has been made in this year’s accounts. The 50-50 retail jointly controlled entity contributed a net profit of HK$3.3 million in the year under review. (II) Liquidity and Financial Resources At 31 March 2006, the Group’s financial position remained strong even after the payment of HK$32.4 million final dividend of previous year. Total net deposits and cash amounted to HK$244.0 million, representing total deposits and cash of HK$245.5 million less total bank borrowings of HK$1.5 million which are all repayable within one year. Most of the Group’s imported purchases are denominated in foreign currencies, primarily being Euro. To minimise exposure on foreign exchange fluctuations, the Group will from time to time review its foreign exchange position and, when it considers appropriate and necessary, will hedge its foreign exchange exposure by way of forward foreign exchange contracts. JOYCE BO (III) Finance At 31 March 2006, the Group had banking facilities in a total amount of HK$316.5 million (2005: HK$245.2 million). UTIQUE HOLDINGS LIMITED With its cash holdings and available banking facilities, the Group believes that it will have sufficient fund to pursue new potential investment opportunities. (IV) Employees The Group has approximately 440 staff. Employees are remunerated according to nature of | the job and market trend, with built-in merit component incorporated in the annual ANNUAL REPORT 2005 increment to reward and motivate individual performance. The Group provides various job- related training programmes to staff when necessary. Total staff costs for the year ended 31 March 2006 amounted to HK$111.9 million. (B) BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT / 2006 (1) Directors Walter K. W. MA, Chairman (Age: 76) | 15 Mr. Ma is a co-founder of the Company. He has practised as a certified public accountant in Hong Kong since 1962, and is a fellow of the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and an associate of the CPA Australia. Mr. Ma is also the executive chairman of The Sincere Company, Limited (“Sincere”) as well as a director of certain subsidiaries of the Company and several other companies in Hong Kong. He is the husband of Mrs. Joyce Ma and the father of Ms. Adrienne Ma and Ms. Yvette Ma. Joyce E. MA, Chief Executive Officer (Age: 65) Mrs. Ma founded the Group in 1970. Over the past three decades, she has introduced numerous top designers at the earliest stages of their careers to Hong Kong and Asia, and has led and shaped lifestyle and fashion retail trends in the East. Mrs. Ma is the recipient of numerous international honors and awards including the Chevalier de l’Ordre de la Couronne (Belgium 1994), the Ufficiale dell’Ordine al Merito della Repubblica Italiana (Italy 1995), Chevalier dans l’Ordre National de la Legion d’Honneur (France 2005) by Mr.