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					THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in doubt as to the course of action to be taken, you should consult your stockbroker, bank manager,
solicitor, accountant or other professional adviser immediately.

Bursa Malaysia Securities Berhad 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.




                           POH KONG HOLDINGS BERHAD
                                        (Company No. 586139-K)
                                        (Incorporated in Malaysia)



                                 CIRCULAR TO SHAREHOLDERS


                                                  in relation to



PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED
        PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE




The Notice convening the Fifth Annual General Meeting of POH KONG HOLDINGS BERHAD is enclosed in
the Annual Report 2007 and sent to you together with this Circular. The Fifth Annual General Meeting is to be
held at Sunway Resort Hotel & Spa, Lagoon 1, Level 15, Main Hotel, Persiaran Lagoon, Bandar Sunway, 46150
Petaling Jaya, Selangor Darul Ehsan on Tuesday, 15 January 2008 at 9.00 a.m.. A member entitled to attend
and vote at the Annual General Meeting is entitled to appoint a proxy or proxies to attend and vote for and on
behalf of him. The Form of Proxy (if you are unable to attend the meeting ) should be completed and lodged at
the Registered Office of the Company at Unit 07-02, Level 7, Menara Luxor, 6B Persiaran Tropicana, 47410
Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for holding the
Annual General Meeting. The lodging of the Form(s) of Proxy shall not preclude you from attending and voting
in person at the Extraordinary General Meeting should you subsequently wish to do so.

Last day and time for lodging the Form of Proxy       : 13 January 2008 at 9.00 a.m.

Date and time of the Fifth Annual General Meeting : 15 January 2008 at 9.00 a.m.


                                  This Circular is dated 24 December 2007
DEFINITIONS

Except where the context otherwise requires, the following definitions apply throughout this Circular:-

Act                                :    The Companies Act, 1965

AGM                                :    Annual General Meeting

Board                              :    The Board of Directors of Poh Kong Holdings Berhad (586139-K)

Bursa Securities                   :    Bursa Malaysia Securities Berhad (635998-W)

CDC                                :    China Diamond Corporation             Limited     (30872168-000-04-05-8)
                                        [Incorporated in Hong Kong SAR]

Director                           :    Shall have the same meaning given in Section 4 of the Act and for
                                        qpurposes of the Proposed Renewal Of Shareholders’ Mandate, includes
                                        any person who is or was, within the preceding six (6) months of the date on
                                        which the terms of the transaction were agreed upon, a Director or chief
                                        executive officer of PKHB Group

EGM                                :    Extraordinary General Meeting

JCI                                :    Jewellery Collection International Limited (35164605-000-12-05-1)
                                        [Incorporated in Hong Kong SAR]

Listing Requirements               :    The Listing Requirements of Bursa Securities

Major Shareholder                  :    A person who has an interest or interests in one or more voting shares in a
                                        Company and the nominal amount of the share, or the aggregate of the
                                        nominal amounts of these shares, is :-
                                        a)    equal to or more than 10% of the aggregate of the nominal amounts of
                                              all the voting shares in the Company; or
                                        b)    equal to or more than 5% of the aggregate of the nominal amounts of
                                              all the voting shares in the Company where such person is the largest
                                              shareholder of the Company
                                        For the purpose of Proposed Renewal Of Shareholders’ Mandate, “interest
                                        in shares” shall have the same meaning given in Section 6A of the Act. It
                                        also includes any person who is or was within the preceding six (6) months
                                        of the date on which the terms of the transactions were agreed upon, a major
                                        shareholder of the Company or any other company which is its subsidiary or
                                        holding Company

Persons Connected                  :    Shall have the meaning ascribed thereto in accordance with Paragraph 1.01
                                        of the Listing Requirements

PKHB or the Company                :    Poh Kong Holdings Berhad (Company No. 586139-K)

PKHB Group or the Group            :    PKHB and its subsidiary companies, collectively

PKDI                               :    Poh Kong Diamond Industry Limited (36655146-000-04-06-6)
                                        [Incorporated in Hong Kong SAR], a 51% owned subsidiary of PKHB

PKI                                :    Poh Kong International Sdn. Bhd. (Company No.: 716787 – X)

Proposed Renewal of                :    Proposed Renewal Of Shareholders’ Mandate sought and approved at the
Shareholders’ Mandate or                EGM of the Company held on 24 May 2007 for RRPT of a revenue or
Shareholders’ Mandate                   trading nature which are necessary for its day-to-day operations and are in
                                        the ordinary course of business of PKHB Group.

Related Party(ies)                 :    A Director, Major Shareholder of PKDI and Persons Connected with such
                                        Director or Major Shareholder.

                                                        i
DEFINITIONS

Recurrent Related Party      :   Recurrent Related Party Transactions of a revenue or trading nature which
Transactions or RRPT             are necessary for the day to-day operations of the Group and are in the
                                 ordinary course of business.

RM or Sen                    :   Ringgit Malaysia and sen respectively




                     THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK




                                                ii
TABLE OF CONTENTS

                                                                               PAGE
    INTRODUCTION                                                                 1


    1.     SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED                           2
           PARTY TRANSACTIONS

    2.     DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’                      3
           MANDATE
                                                                                 3
           2.1   Background information of PKDI                                  3
           2.2   Class of Related Parties                                        4
           2.3   Nature of the RRPT                                              4
           2.4   Interested Directors and Major Shareholders

    3.     RATIONALE AND BENEFIT OF THE PROPOSED RENEWAL OF                      4
           SHAREHOLDERS’ MANDATE

    4.     INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS’ AND                       5
           PERSONS CONNECTED TO THEM

    5.     GUIDELINES AND REVIEW PROCEDURES                                      5

    6.     STATEMENT BY AUDIT COMMITTEE                                          6

    7.     CONDITION FOR THE                PROPOSED           RENEWAL   OF      6
           SHAREHOLDERS’ MANDATE

    8.     FINANCIAL EFFECT OF THE PROPOSED RENEWAL OF                           6
           SHAREHOLDERS’ MANDATE

    9.     DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS                          6

    10.    DIRECTORS’ RECOMMENDATION                                             7

    11.    EXTRAORDINARY GENERAL MEETING                                         7

    12.    FURTHER INFORMATION                                                   7


APPENDIX

APPENDIX I - FURTHER INFORMATION                                                 8

    1.     DIRECTORS’ RESPONSIBILITY STATEMENT                                   8

    2.     MATERIAL LITIGATION                                                   8

    3.     MATERIAL CONTRACT                                                     8

    4.     DOCUMENTS AVAILABLE FOR INSPECTION                                    9

    5.     SUBSIDIARIES OF PKHB AS AT 5 DECEMBER 2007                            9

EXTRACT OF ORDINARY RESOLUTION TO BE TABLED AS SPECIAL BUSINESS AT            Enclosed
THE FORTHCOMING FIFTH ANNUAL GENERAL MEETING




                                            iii
                                   POH KONG HOLDINGS BERHAD
                                      (Company No : 586139-K)
                                       (Incorporated in Malaysia)

                                                                                            Registered Office:-
                                                                              Unit 07-02, Level 7, Menara Luxor
                                                                                         6B Persiaran Tropicana
                                                                                            47410 Petaling Jaya
                                                                                           Selangor Darul Ehsan

                                                                                       Date: 24 December 2007

Directors:-

Dato’ Choon Yee Seiong (Executive Chairman and Group Managing Director)
Cheong Teck Chong (Executive Director)
Choon Nee Siew (Executive Director)
Mohd. Annuar Choon Bin Abdullah (Executive Director)
Chang Kwong Him (Executive Director)
Siow Der Ming (Executive Director)
Dr. Choong Tuck Yew (Senior Independent Non-Executive Director)
Fazrin Azwar Bin Md. Nor (Independent Non-Executive Director)
Liew Yuke Foong (Independent Non-Executive Director)

To:     The Shareholders of POH KONG HOLDINGS BERHAD

Dear Sir/Madam,


PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE

INTRODUCTION

On 24 May 2007, the Company obtained a general mandate from its Shareholders for the Company and its
subsidiaries to enter into RRPTs in the ordinary course of business of a revenue or trading nature which are
necessary for the day-to-day operations based on commercial terms which are not more favourable to the Related
Parties than those generally available to the public.

The said general mandate for RRPTs shall, in accordance with the Listing Requirements, lapse at the conclusion
of the forthcoming AGM unless authority for its renewal is obtained from the Shareholders of the Company.

On 10 December 2007, the Company announced that the Company proposes to seek a renewal of the existing
shareholders’ mandate for the RRPTs of a revenue or trading nature.

The purpose of this Circular is to provide you with the details of the Proposed Renewal Of Shareholders’
Mandate and to seek your approval for the Ordinary Resolution in relation thereto to be tabled at the forthcoming
AGM of the Company to be held on Tuesday, 15 January 2008 at 9.00 a.m., at Sunway Resort Hotel & Spa,
Lagoon 1, Level 15, Main Hotel, Persiaran Lagoon, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan.




SHAREHOLDERS OF PKHB ARE ADVISED TO READ THE CONTENTS OF THIS
CIRCULAR CAREFULLY BEFORE VOTING ON THE PROPOSED RESOLUTION
PERTAINING TO THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE AT
THE FORTHCOMING AGM.




                                                       1
1.   SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS

     In compliance with Part E, Paragraph 10.09 of the Listing Requirements, the Company is required to seek
     a Shareholders’ Mandate in respect of the Recurrent Related Party Transactions subject to the following:

     (a)   the transactions are in the ordinary course of business and are on terms not more favourable to the
           Related Parties than those generally available to the public;

     (b)   the Shareholders’ Mandate is subject to annual renewal and disclosure is made in the annual report
           of the aggregate value of transactions conducted pursuant to the Shareholders’ Mandate during the
           financial year where:

           (i) the consideration, value of the assets, capital outlay or costs of the aggregated transactions is
               equal to or exceeds RM1.0 million; or

           (ii) any one of the percentage ratios of such aggregated transactions is equal to or exceeds 1%;

           whichever is the higher.

     (c) issuance of a circular to shareholders for the Shareholders’ Mandate; and

     (d) in a meeting to obtain the Shareholders’ Mandate, the interested Directors, interested Major
         Shareholders or interested persons connected with a Director or Major Shareholder; and where it
         involves the interest of an interested person connected with a Director or Major Shareholder, such
         Director or Major Shareholder, must not vote on the resolution approving the transactions. An
         interested Director or interested Major Shareholder must ensure that persons connected with him
         abstain from voting on the resolution approving the transactions.

     It is anticipated that the companies within the Group would, in the ordinary course of business,
     continue3 to enter into RRPTs which are detailed in Section 2.3 below. It is likely that such
     transactions will occur with some degree of frequency and could arise at any time.

     In view of the time-sensitive, confidential and frequent nature of such RRPTs, the Board is seeking
     shareholders’ approval for the Proposed Renewal of Shareholders’ Mandate for the Group to enter
     into transactions in the normal course of business within the classes of Related Parties set out in
     Section 2.2 below, provided that such transactions are entered into at arm’s length and on normal
     commercial terms which are not more favourable to the Related Parties than those generally
     available to the public and which will not be detrimental to the minority shareholders. The RRPTs
     will also be subject to the review procedures set out in Section 5 below.

     The Proposed Renewal of Shareholders’ Mandate will, if approved by shareholders at the
     forthcoming Fifth AGM, be subject to annual renewal. In this respect, any authority conferred by the
     Proposed Renewal of Shareholders’ Mandate shall only continue to be in force until:-

     (a)    the conclusion of the next AGM of PKHB following the general meeting at which such
            Shareholders’ Mandate was passed, at which time it will lapse, unless the authority is renewed by a
            resolution passed at the meeting; or

     (b)    the expiration of the period within which the next AGM is required to be held pursuant to Section
            143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section
            143(2) of the Act); or

     (b)    revoked or varied by resolution passed by the Shareholders in general meeting.

     whichever is earlier.




                                                        2
2.   DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE

     The principal activity of PKHB is investment holding and provision of management services to its
     subsidiaries whilst the principal activities of its subsidiary companies are set out in Appendix I of this
     Circular.

     The Company hereby seeks its Shareholders’ approval for the Proposed Renewal Of Shareholders’
     Mandate for RRPT to enable PKDI, a 51% owned subsidiary of PKHB, in its normal course of business to
     continue entering into the RRPT with the Related Parties referred to in the ensuing section.

     2.1   Background information of PKDI

           PKDI is a joint-venture company entered into by a wholly-owned subsidiary of PKHB namely Poh
           Kong International Sdn. Bhd. (“PKI”) with Jewellery Collection International Limited (“JCI”) and
           China Diamond Corporation Limited (“CDC”) on 11 May 2006 in the following proportions:

           PKI :         51%
           JCI :         26%
           CDC :         23%

     2.2 Classes of Related Parties

           The Proposed Shareholders’Mandate will apply to the following classes of Related Parties and their
           relationships are described below:

            Name of the          Place of         Principal Activities    Relationship of Related Parties with
            Related Party     Incorporation                                          PKHB Group
            PKDI             Hong Kong SAR       Diamond cutting,        Mr. Yau Kung Wan
                                                 sales, import and       • Managing Director of PKDI, a
                                                 export     of    all        51% owned subsidiary of
                                                 description      not        PKHB
                                                 necessarily confined    • A Director and Major
                                                 to diamond but may          Shareholder holding 50.24% of
                                                 include all polished        the interest of JCI which in turn
                                                 diamonds whether            holds 26% interests in PKDI.
                                                 precious or semi-       • Also a Director and Major
                                                                             Shareholder holding 35% of the
                                                 precious.
                                                                             interest of CDC which in turn
                                                                             holds 23% of the interests in
                                                                             PKDI

                                                                         Mr. Darshan Jivatial Bhagat
                                                                         • A Director of PKDI, a 51%
                                                                             owned subsidiary of PKHB
                                                                         • A Director and Major
                                                                             Shareholder holding 65% of the
                                                                             interest of CDC which in turn
                                                                             holds 23% of the interest in
                                                                             PKDI

            JCI              Hong Kong SAR       Worldwide               Mr. Yau Kung Wan
                                                 distribution and
                                                 wholesale          of
                                                 jewellery.
            CDC              Hong Kong SAR       Wholesale of loose      Mr. Yau Kung Wan
                                                 diamonds, diamond
                                                 cutting         and     Mr. Darshan Jivatial Bhagat
                                                 polishing business.




                                                      3
     2.3   Nature of the RRPT

           The Proposed Renewal Of Shareholders’ Mandate is sought in respect of the RRPT with the
           following Related Parties, the details of which are as follows:

                                                                                         Estimated value from the
                                                                                          date of the forthcoming
                 Name of                                           Name of               Fifth AGM to the date of
                 Company        Nature of Transaction            Related Party                 Next AGM ##
                                                                                                    (RM)
                  PKDI        sale and purchase of           Mr. Yau Kung Wan                    5,000,000
                              diamonds to/from JCI

                  PKDI        sale and purchase of           Mr. Yau Kung Wan and                5,000,000
                              diamonds to/from CDC           Mr. Darshan Jivatial
                                                             Bhagat

           ##     The estimated value as set out above was based on Management’s estimates according to
                  last year’s transactions and this year’s forcast.

     2.4   Interested Directors and Major shareholders

           The percentage of shareholdings held by the Related Parties in PKDI as at 5 December 2007 in
           relation to the Proposed Renewal of Shareholders’ Mandate are as follows:-

                                                               Direct               Indirect
                           Mr. Yau Kung Wan                      -                   49%(1)

                           Mr. Darshan Jivatial                   -                  23%(2)
                               Bhagat

           Notes:

           (1)    Pursuant to Sections 6A and 122A of the Companies Act, 1965, he is deemed interested in PKDI via his
                  substantial shareholdings(50.24%) in JCI which holds 26% interests of PKDI and deemed interested via
                  his substantial shareholdings (35%) in CDC which holds 23% interests of PKDI.

           (2)    Pursuant to Sections 6A and 122A of the Companies Act, 1965, he is deemed interested in PKDI via his
                  substantial shareholdings (65%) in CDC which holds 23% interests of PKDI.


3.   RATIONALE AND BENEFIT OF THE PROPOSED RENEWAL OF SHAREHOLDERS’
     MANDATE

     The Proposed Renewal of Shareholders’ Mandate will enable the PKHB Group to enter into the
     RRPTs that are in its ordinary course of business. These are recurring transactions of a revenue or
     trading nature which are likely to occur with some degree of frequency and arise at any time and
     from time to time. These transactions may be constrained by the time-sensitive nature and
     confidentiality of such transactions, and it may be impractical to seek shareholders’ approval on a
     case by case basis before entering into such RRPTs. As such, the Board is seeking a Shareholders’
     Mandate pursuant to Paragraph 10.09 of the Listing Requirements for the RRPTs described in
     Section 2.3 above to allow the Group to enter into such RRPTs made on an arm’s length basis and on
     normal commercial terms consistent with the Group’s business practices and policies and are no
     more favourable to the Related Parties than those generally available to the public and are not
     detrimental to the minority shareholders of PKHB.

     The obtaining of the Proposed Renewal of Shareholders’ Mandate on an annual basis would
     eliminate the need to convene separate general meetings from time to time to seek shareholders’
     approval as and when potential RRPTs with Related Parties arise; thereby reducing substantially
     administrative time, inconvenience and expenses associated with the convening of such meetings,
     without compromising the corporate objectives of the Group or adversely affecting the business
     opportunities available to the Group.


                                                         4
4.   INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS’ AND PERSONS CONNECTED TO
     THEM

     None of the Directors and/or Major Shareholders and Persons Connected to them have any interests,
     direct or indirect, in the Proposed Renewal Of Shareholders’ Mandate.


5.   GUIDELINES AND REVIEW PROCEDURES

     The PKHB Group has established the following procedures to ensure that Recurrent Related Party
     Transactions are undertaken on an arm’s length basis and on the Group’s normal commercial terms,
     consistent with the Group’s usual business practices and policies, which are generally not more
     favourable to the Related Parties than those generally available to the public and are not detrimental to the
     Minority Shareholders:

     (i)    A list of Related Parties will be circulated to the Directors and Management of the Company and its
            subsidiaries to notify that all Recurrent Related Party Transactions are required to be undertaken on
            an arm’s length basis and on normal commercial terms and on terms not more favourable to the
            Related Parties than those generally available to the public and are not detrimental to the Minority
            Shareholders;

     (ii)   All Recurrent Related Party Transactions will be reviewed by the Audit Committee of the
            Company;

     (iii) A register will be maintained by the Company to record all Recurrent Related Party Transactions
           which are entered into pursuant to the Proposed Renewal Of Shareholders’ Mandate;

     (iv)   The annual internal audit plan shall incorporate a review of all Recurrent Related Party Transactions
            entered into pursuant to the Proposed Renewal Of Shareholders’ Mandate to ensure that the review
            procedures in respect of such transactions are adhered to; and

     (v)    The Board of PKHB and Audit Committee shall review the internal audit reports to ascertain that
            the guidelines and procedures established to monitor Recurrent Related Party Transactions have
            been complied with and the review shall be done at every quarter together with the review of
            quarterly results.

     The Board of PKHB and Audit Committee have reviewed the procedures and shall continue to review the
     procedures as and when required, with the authority to sub-delegate to individuals or committees within
     the Company as they deem appropriate. If a member of the Audit Committee has an interest in the
     transaction to be reviewed by the Audit Committee as the case may be, he will abstain from any decision
     making by the Audit Committee in respect of the transaction.

     Pursuant to Paragraph 10.09 of the Listing Requirements, in a meeting to obtain the Proposed Renewal Of
     Shareholders’ Mandate, the interested Director, interested Major Shareholder or interested persons
     connected with a Director or Major Shareholder; and where it involves the interest of an interested person
     connected with a Director or Major Shareholder, such Director or Major Shareholder, shall abstain from
     voting on the resolution approving the Recurrent Related Party Transactions.

     An interested Director or interested Major Shareholder must also ensure that persons connected with him
     abstain from voting on the resolution approving the transactions. Interested Directors shall also abstain
     from deliberating at board meetings in respect of the Recurrent Related Party Transactions in which they
     are interested.

     Disclosure will be made in the Annual Report of the Company of the breakdown of aggregate value of
     transactions conducted pursuant to the Proposed Renewal Of Shareholders’ Mandate and during the
     financial year, amongst others, on the type of transactions made and the names of the Related Parties
     involved in each type of the transactions made and their relationship with PKHB. Disclosure will also be
     made in the Annual Reports for subsequent financial years during which the Shareholders’ Mandate
     remains in force.

     The Proposed Renewal Of Shareholders’ Mandate, if approved at the forthcoming Fifth AGM, will
     continue to be in force until the conclusion of the next AGM of the Company. Thereafter, Shareholders’
     approval will be sought for the renewal of such mandate at each subsequent AGM subject to a satisfactory
     review by the Audit Committee of its continued application to the Recurrent Related Party Transactions.
                                                       5
6.   STATEMENT BY AUDIT COMMITTEE

     The overall responsibility of determining whether the procedures for reviewing all Recurrent Related Party
     Transactions are appropriate, rest on the Audit Committee. The Audit Committee also has the authority to
     delegate this responsibility to such individuals within the Company as it deems fit. Review and
     ascertainment of whether the guidelines and procedures established to monitor Recurrent Related Party
     Transactions have been complied with will be conducted by the Audit Committee at least once a year.
     Should the Audit Committee determine that the guidelines and/or procedures stated in section 5 are
     inadequate to ensure that:-

     (i)   the Recurrent Related Party Transactions will be conducted at arm’s length and on normal
           commercial terms; and

     (ii) such transactions are not more favourable to the Related Parties than those generally available to the
           public and are not detrimental to the Minority Shareholders,

     the Company will obtain a fresh Shareholders’ Mandate based on the new set of guidelines and
     procedures.

     The Audit Committee shall also have the discretion to request for the limits to be imposed or for the
     additional procedures to be followed if it considers such a request to be appropriate. In that event, such
     limits or procedures may be implemented without the approval of Shareholders, provided that they are
     more stringent than the existing limits or procedures.

     The Audit Committee of the Company has seen and reviewed the terms of the Proposed Renewal Of
     Shareholders’ Mandate and is satisfied that the review procedures for Recurrent Related Party
     Transactions, as well as the reviews to be made by the Audit Committee in relation thereto, are sufficient
     to ensure that Recurrent Related Party Transactions are not more favourable to the Related Parties than
     those generally available to the public and will be made at arm’s length and in accordance with the
     Group’s normal commercial terms, and hence, will not be detrimental to Minority Shareholders or
     disadvantageous to the Group.

     The Members of the Audit Committee are as follows:-

       Dr. Choong Tuck Yew               Chairman          Senior Independent Non-Executive Director
       Madam Liew Yuke Foong             Member            Independent Non-Executive Director
       Fazrin Azwar Bin Md. Nor          Member            Independent Non-Executive Director
       Dato’ Choon Yee Seiong            Member            Executive Chairman and Group Managing Director



7.   CONDITION FOR THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE

     The Proposed Renewal Of Shareholders’ Mandate is subject to the approval being obtained from the
     Shareholders of the Company at the forthcoming Fifth AGM to be convened and held on 15 January
     2008.


8.   FINANCIAL EFFECT OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE

     The Proposed Renewal Of Shareholders’ Mandate, if obtained at the forthcoming Fifth AGM, will not
     have any material effect on the Earnings Per Share and Net Assets per share at the Group level, issued and
     paid-up share capital, substantial shareholding and dividend rate of the Company.


9.   DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

     None of other Director and/or Major Shareholder of PKHB and/or Persons Connected with them are
     interested in the Proposed Renewal Of Shareholders’ Mandate.




                                                       6
10.   DIRECTORS’ RECOMMENDATION

      The Board is of the opinion that the Proposed Renewal Of Shareholders’ Mandate is in the best interest of
      the Group. Accordingly, the Directors recommended that you vote in favour of the resolution pertaining
      to the Proposed Renewal Of Shareholders’ Mandate to be tabled at the forthcoming Fifth AGM.


11.   FIFTH AGM

      The Fifth AGM, the Notice of which is enclosed in the Annual Report 2007, will be held at Sunway
      Resort Hotel & Spa, Lagoon 1, Level 15, Main Hotel, Persiaran Lagoon, Bandar Sunway, 46150 Petaling
      Jaya, Selangor Darul Ehsan on Tuesday, 15 January 2008 at 9.00 a.m. for the purpose of considering and,
      if thought fit, passing the ordinary resolution to give effect to the Proposed Renewal Of Shareholders’
      Mandate.

       If you are unable to attend and vote in person at the forthcoming Fifth AGM, you may complete, sign and
      deposit the Form of Proxy in accordance with the instructions printed thereon as soon as possible so as to
      arrive at the Registered Office of the Company not less than forty-eight (48) hours before the time set for
      the Fifth AGM. The lodging of the Proxy Form will not preclude you from attending and voting in person
      at the Fifth AGM should you subsequently wish to do so.


12.   FURTHER INFORMATION

      Shareholders are requested to refer to the attached Appendix I which forms an integral part of this
      Circular for further information.


Yours faithfully,
For and on behalf of the Board of Directors of
POH KONG HOLDINGS BERHAD



DR. CHOONG TUCK YEW
Senior Independent Non-Executive Director and the
Chairman of the Audit Committee



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                                                       7
APPENDIX I – FURTHER INFORMATION


1.   DIRECTORS’ RESPONSIBILITY STATEMENT

     This Circular has been seen and approved by the Board of Directors of PKHB who collectively and
     individually accept full responsibility for the accuracy of the information given in this Circular and
     confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are
     no material facts the omission of which would make any statement herein misleading.


2.   MATERIAL LITIGATION

     The Board of Directors of the Company has confirmed that the Company and/or its subsidiaries are not
     presently engaged in any material litigation, material claim and arbitration either as plaintiff or defendant
     and the Directors do not have any knowledge of any proceedings pending or threatened against the
     Company and/or its subsidiaries or of any facts likely to give rise to any proceedings which may
     materially affect the financial position or business of the Company and/or its subsidiaries.


3.   MATERIAL CONTRACT

     Save as disclosed below, the Board of Directors of PKHB is not aware of any material contract (not being
     contracts entered into in the ordinary course of business) which have been entered into by the Company and
     its subsidiaries within the two (2) years immediately preceding the date of this Circular:-

     (i)      On 3 December 2007, the Company signed an Exclusive Distribution and Marketing Agreement
              with Schoeffel GmbH whereby the Company is appointed as sole exclusive distributor for the
              sale/resale, marketing and after service of cultured pearls and pearl jewellery bearing Marks
              “Schoeffel” which are manufactured by or for Schoeffel (including supplies and parts thereof) in
              Malaysia, Singapore, Indonesia, Thailand, Brunei and Vietnam.

     (ii)     Copyright License Agreement dated 1 September 2007 between Fun Characters (Malaysia) Sdn.
              Bhd. and Poh Kong Jewellers Sdn. Bhd., a wholly-owned subsidiary company, whereby the Group
              was granted the non-exclusive right, during the period of 1 September 2007 to 31 August 2009 and
              within Malaysia, to reproduce the Sublicensed Material ie. Disney Baby, Disney Winnie the Pooh
              Baby, Standard Characters, Disney Winnie the Pooh and Disney Cuties, on or in the Articles ie.
              Pendants, Anklets, Bracelets, Baby Rings, Earrings, Chokers, Necklaces, Chains, Brooches, Tie
              Pins/Clips and Tie Chains, to use the Trademarks ie. “Disney”, “Disney Baby”, “Disney Cuties”,
              “Disney Princess” and “Disney Enchanted” and to manufacture, distribute for sale and sell (other
              than by direct marketing methods, including but not limited to, computer on-line selling, catalog
              sales, direct mail and door-to-door solicitation) the Articles. In consideration thereof, the company
              promised to pay the Royalties, Advances and Guarantees and such other monetary obligations
              specified therein the Agreement, which is estimated to be approximately RM100,000-00 per
              annum.

     (iii)    On 21 August 2006, Poh Kong Jewellers Sdn. Bhd., a wholly-owned subsidiary company entered
              into a franchise agreement with OBM Trading (M) Sdn. Bhd. (“OBM”) for the operation of a
              franchise business under the brand name of “Poh Kong”. Pursuant to the agreement, OBM is
              granted the territorial rights in the whole area of Complex Karamunsing, Sabah. Pursuant to the
              franchise agreement, OBM is required to pay a franchise fee of RM50,000 and 2 percent (%) of its
              monthly revenue or RM3,000 per month, whichever is higher to PKJSB




                                                       8
     (iv)    Programme Agreement dated 14 August 2006 between PKHB and CIMB Investment Bank Berhad
             (formerly known as Commerce International Merchant Bankers Berhad) and Aseambankers
             Malaysia Berhad, in relation to Murabahah Commercial Papers / Medium Term Notes programme
             (“Islamic CPs/MTNs) of up to RM200 million in nominal value. The proceeds raised shall be
             utilised for the following purposes:-

             (a )     To finance the expenses relating to RM200 million Islamic CPs/MTNs programme;
             (b )     To repay the shareholders and / or Directors’ advances made prior to the issuance of the
                      CPs/MTNs to the Company and / or its subsidiary companies of not exceeding RM17.8
                      million;
             (c )     To refinance the existing credit facilities of the Group; and
             (d )     To finance present and future investment, working capital and capital expenditure
                      requirements of the Group.

     (v)     Joint Venture Agreement dated 11 May 2006 between PKI, JCI and CDC whereby the parties have
             agreed to, via PKDI, jointly carry on the business of diamond cutting, sales, import and export of
             precious stones of all descriptions not necessarily confined to diamonds but may include all
             polished gems whether precious or semi precious.


4.   DOCUMENTS AVAILABLE FOR INSPECTION

     Copies of the following documents are available for inspection at the Registered Office of the Company
     at Unit 07-02, Level 7, Menara Luxor, 6B Persiaran Tropicana, 47410 Petaling Jaya, Selangor Darul
     Ehsan, during normal business hours from the date of this Circular up to and including the date of the
     forthcoming:-

     (i)       the Memorandum and Articles of Association of the Company;
     (ii)      the material contract referred to in Section 3;
     (iii)     the statutory audited financial statements of PKHB Group for the two (2) years ended 31 July
               2006, 31 July 2007 and the Unaudited First Quarter Results for the financial period ended 31
               October 2007.


5.   SUBSIDIARIES OF PKHB AS AT 5 December 2007

                                          Effective Equity
     Name of Companies                      Interest (%)       Principal Activities
     In Vogue Sdn Bhd                          100.00          Suppliers and retailers of jewelleries, precious
                                                               stones and gold ornaments

     Jungmax Property Sdn Bhd                  100.00          Property investment

     Kedai Emas Likwong Sdn Bhd                100.00          Dormant

     Pajak Gadai Anda Sdn Bhd                  100.00          Suppliers and retailers of jewelleries, precious
                                                               stones and gold ornaments

     PK Design Sdn Bhd                         100.00          Suppliers and retailers of packing and utility
                                                               products

     PK Jewellery Export Sdn Bhd               100.00          Dormant




                                                     9
                                           Effectie Equity
Name of Companies                           Interest (%)     Principal Activities
Poh Kong Diamond Industry Limited^             51.00         Manufacturer and distributor of loose
                                                             diamonds and investment holding

Poh Kong International Sdn Bhd                 100.00        Investment holding

Poh Kong Jewellers (Ampang Point) Sdn          100.00        Suppliers and retailers of jewelleries,
Bhd                                                          precious stones and gold ornaments

Poh Kong Jewellers (Bandar Utama) Sdn          100.00        Suppliers and retailers of jewelleries,
Bhd                                                          precious stones and gold ornaments

Poh Kong Jewellers (Bangsar) Sdn Bhd           100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (Banting) Sdn Bhd           100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (Batu Pahat) Sdn Bhd        100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (Franchise) Sdn Bhd         100.00        Provision of management services

Poh Kong Jewellers (Gold Seremban) Sdn         100.00        Suppliers and retailers of jewelleries,
Bhd                                                          precious stones and gold ornaments

Poh Kong Jewellers (lpoh) Sdn Bhd              100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (Jaya) Sdn Bhd              100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (JIn. Taman Malacca)        100.00        Suppliers and retailers of jewelleries,
Sdn Bhd                                                      precious stones and gold ornaments

Poh Kong Jewellers (Kajang) Sdn Bhd            100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (Kinta City) Sdn Bhd        100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (Klang) Sdn Bhd             100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (Kuantan) Sdn Bhd           100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (M) Sdn Bhd                 100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (Malacca) Sdn Bhd           100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (Maluri) Sdn Bhd            100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (Meru) Sdn Bhd              100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments

Poh Kong Jewellers (Muar) Sdn Bhd              100.00        Suppliers and retailers of jewelleries,
                                                             precious stones and gold ornaments



                                          10
                                             Effective Equity
Name of Companies                              Interest (%)     Principal Activities
Poh Kong Jewellers (MV) Sdn Bhd                   100.00        Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers (Old Klang Road) Sdn          100.00         Suppliers and retailers of jewelleries,
Bhd                                                             precious stones and gold ornaments

Poh Kong Jewellers (PHT) Sdn Bhd                 100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers (Peringgit) Sdn Bhd           100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers (Permas Jaya) Sdn Bhd         100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers (Puchong) Sdn Bhd             100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers (Selayang) Sdn Bhd            100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers (Seremban) Sdn Bhd            100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers (Shah Alam) Sdn Bhd           100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers (SS2) Sdn Bhd                 100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers (Subang Parade) Sdn           100.00         Suppliers and retailers of jewelleries,
Bhd                                                             precious stones and gold ornaments

Poh Kong Jewellers (Summit) Sdn Bhd              100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers (Tmn Universiti J.B.)         100.00         Suppliers and retailers of jewelleries,
Sdn Bhd                                                         precious stones and gold ornaments

Poh Kong Jewellers (Wangsamaju) Sdn Bhd          100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers Sdn Bhd                       100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers (The Mall) Sdn Bhd            100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellers (The Mines) Sdn Bhd           100.00         Suppliers and retailers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Jewellery Manufacturer Sdn Bhd          100.00         Manufacturer and dealers of jewelleries,
                                                                precious stones and gold ornaments

Poh Kong Properties Sdn Bhd                      100.00         Property investment

Precious Jewellery Sdn Bhd                       100.00         Investment holding


    Note:
    ^ The country of incorporation is Hong Kong SAR

                                            11
                                POH KONG HOLDINGS BERHAD
                                    (Company No.: 586139-K)
                                    (Incorporated in Malaysia)


EXTRACT OF ORDINARY RESOLUTION TO BE TABLED AS SPECIAL BUSINESS AT
THE FORTHCOMING FIFTH ANNUAL GENERAL MEETING


ORDINARY RESOLUTION 11
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
(“PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE”)

“THAT the Company and/or its subsidiaries be and are hereby authorised to enter into recurrent
related party transactions of a revenue or trading nature as specified in Section 2.3 of the Circular to
Shareholders dated 24 December 2007, provided that such arrangements and/or transactions which
are necessary for the Group’s day-to-day operations are undertaken in the ordinary course of
business, at arm’s length basis, on normal commercial terms and on terms which are not more
favourable to the Related Parties than those generally available to the public and not detrimental to
the minority shareholders of the Company.

AND THAT the Directors of the Company be and are hereby authorised to complete and do all such
acts and things (including executing such documents as may be required) as they may consider
expedient or necessary or in the best interest of the Company to give effect to the Proposed
Shareholders’ Mandate.

AND THAT such authority shall continue to be in force until:

(i)   the conclusion of the next Annual General Meeting (“AGM”) of the Company following the
      general meeting at which such Proposed Shareholders’ Mandate was passed, at which time it
      will lapse, unless by ordinary resolution passed at the meeting, the authority is renewed either
      unconditionally or subject to conditions;

(ii) the expiration of the period within which the next AGM after the date it is required to be held
      pursuant to Section 143(1) of the Companies Act, 1965 (“the Act”) (but shall not extend to such
      extension as may be allowed pursuant to Section 143(2) of the Act); or

(iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in general
      meeting,

whichever is the earlier.”

				
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